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Home My WebLink About2000-047 Council Resolution__54- FL- = f Council Member 'A introduced the following resolution and moved its adoption: FIRER BANK CITY OF LINO LAKES RESOLUTION 2000-47 CHANGE OF SIGNATORIES ON CITY FIRSTAR ACCOUNTS & AUTHORIZATION FOR WIRE TRANSFERS CORPORATE DEPOSITORY RESOLUTION By the [ ] beard oter-s of 1----k ir\C,, k. [ ] s here loirfers a !\kLi nil l a j' -a t j -t j corporation, hereinafter called "Corporation," whose principal place of business is located at (JCL RESOLVED, that Firstar Bank of Minnesota, N.A. (the "Bank") is hereby designated as a depository in which the funds of this Corporation may from time to time be deposited; that the following described account(s) be opened and maintained in the name of this Corporation with the Bank subject to the rules and regulations of the Bank from time to time in effect; that the person(s) and the number thereof designated by title opposite the following designation of account(s) are hereby authorized, for and on behalf of this Corporation, (1) to sign checks, drafts, notes, _ bills, certificates of deposit and other orders for payment or withdrawal of funds from said account(s) and to issue instructions regarding the same, (2) to direct, orally or in writing or electronically, or through any other medium agreed to by said designated person(s) and the Bank, the wire transfer of such funds and (3) to arrange for such wire transfers to be effected upon instructions from others identifying themselves in accordance with procedures approved by such designated persons (all of the foregoing being "Withdrawal Orders"), and to endorse for deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owned or held by said Corporation; that the endorsement for deposit may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing (except that, notwithstanding any other provision of these resolutions, no endorsement on behalf of this Corporation shall be required for deposit of any of such instruments or orders to an account of this Corporation with the Bank); and that any officer, agent or employee of this Corporation is hereby authorized to make requests of the Bank for the transfer of funds or money between accounts maintained by this Corporation at the Bank. Designation of Account 1.50900gs 6,5 Number of Names or Titles of Signatures Required f 2. 02 `..5-c_-% }`_j (o S Persons Authorized to Sign 1 ai 2. ' LLU CO. , ,C)v6 iu r7 FURTHER RESOLVED, that the Bank be and is hereby authorized and directed to honor, certify, pay and charge to any of the accounts of this Corporation all checks, • drafts, notes, bills, certificates of deposit or orders for the payment, withdrawal or transfer of funds or money deposited in these accounts or to the credit of this Corporation, for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the credit of any other officer, agent or employee of this Corporation, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by the person(s) and the number thereof, designated by title opposite the designation of the accounts described in the foregoing resolution, and to honor any request(s) made in accordance with the foregoing resolution, whether written or oral, and including but not limited to request(s) made by telephone or other electronic means for the transfer of funds or money between accounts maintained by this Corporation al: the Bark, and the Bank shall not be required or under any duty to inquire as to fhn rirr: t ,, ,•ns• f �h� j u, .,,� apki.t.ation or use of proceeds thereof. FURTHER RESOLVED, that to the extent that any Withdrawal Orders executed by the persons designated herein to effect same on behalf of this Corporation exceed collected balances of this Corporation on deposit with the Bank, the Bank may, in its sole discretion but without any obligation on its part to do so, and without notice to this Corporation, honor such Withdrawal Orders, and to the extent that the Bank so elects, this Corporation hereby agrees that such excess payment shall constitute an obligation and liability of this Corporation to the Bank, payable upon demand of the Bank together with interest thereon until paid at a rate equal to two percent (2%) per annum in excess of the prime rate announced by the Bank and in effect from time to time (with the rate on such obligation and liability changing as and when such prime rate changes). Flusr^.R J BANK CORPORATE INCUMBENCY CERTIFICATE The undersigned, CJ H-/6, ) POC`'1" ,: i 114th , of L--LAi<) L -t -Al.r ('fid' C,) , aln) /L-/ (//l.'i( 'J - corporation, hereby certifies that as of the date set forth below, the following individuals are the duly elected and acting officers and/or authorized employees of the above-named corporation and that the signature next to each name is the true and correct signature of such person: C r:n is Beard Chief Executive Officer President Chief Financial Officer Vice President surer Secretary Assistant Treasurer Assistant Secretary Other: Name Signature PAPP SArdi.j IN WITNESS WHEREOF, I have affixed my name in my official capacity as () .-/4_ (7_0 iC ) caused the seal of the corporation (if any) to be hereunto affixed, this c;.2/day of Joi;L 1 r -IX SEAL HERE L or the corporation has no seal Rev. 05/95 Incum Title: and have FIRSTAR BANK CORPORATE DEPOSITORY RESOLUTION By the [ j b s of Li, lam` [ ] shafehelders a (•-(tk.N. corporation, hereinafter called "Corporation," whose principal place of business is located at RESOLVED, that Firstar Bank of Minnesota, N.A. (the "Bank") is hereby designated as a depository in which the funds of this Corporation may from time to time be deposited; that the following described account(s) be opened and maintained in the name of this Corporation with the Bank subject to the rules and regulations of the Bank from time to time in effect; that the person(s) and the number thereof designated by title opposite the following designation of account(s) are hereby authorized, for and on behalf of this Corporation, (1) to sign checks, drafts, notes, bills, certificates of deposit and other orders for payment or withdrawal of funds from said account(s) and to issue instructions regarding the same, (2) to direct, orally or in writing or electronically, or through any other medium agreed to by said designated person(s) and the Bank, the wire transfer of such funds and (3) to arrange for such wire transfers to be effected upon instructions from others identifying themselves in accordance with procedures approved by such designated persons (all of the foregoing being "Withdrawal Orders"), and to endorse for deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owned or held by said Corporation; that the endorsement for deposit may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing (except that, notwithstanding any other provision of these resolutions, no endorsement on behalf of this Corporation shall be required for deposit of any of such instruments or orders to an account of this Corporation with the Bank); and that any officer, agent or employee of this Corporation is hereby authorized to make requests of the Bank for the transfer of funds or money between accounts maintained by this Corporation at the Bank. Designation of Account Number of Names or Titles of Signatures Required Persons Authorized to Sign 1. &C 0120gOd V 1 1 t --it Ke() L 647.4_ S7Y-�,J 2. 2. e(L 1,t..@ t'l lVA ( 0-t.) FURTHER RESOLVED, that the Bank be and is hereby authorized and directed to honor, certify, pay and charge to any of the accounts of this Corporation all checks, drafts, notes, bills, certificates of deposit or orders for the payment, withdrawal or transfer of funds or money deposited in these accounts or to the credit of this Corporation, for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the credit of any other officer, agent or employee of this Corporation, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by the person(s) and the number thereof, designated by title opposite the designation of the accounts described in the foregoing resolution, and to honor any request(s) made in accordance with the foregoing resolution, whether written or oral, and including but not limited to request(s) made by telephone or other electronic means for the transfer of funds or money between accounts maintained by this Corporation at the Bank, and the Bank shall not be required or under any duty to inquire as to the circumstances of the issuance or use of any such instrument or request or the application or use of proceeds thereof. FURTHER RESOLVED, that to the extent that any Withdrawal Orders executed by the persons designated herein to effect same on behalf of this Corporation exceed collected balances of this Corporation on deposit with the Bank, the Bank may, in its sole discretion but without any obligation on its part to do so, and without notice to this Corporation, honor such Withdrawal Orders, and to the extent that the Bank so elects, this Corporation hereby agrees that such excess payment shall constitute an obligation and liability of this Corporation to the Bank, payable upon demand of the Bank together with interest thereon until paid at a rate equal to two percent (2%) per annum in excess of the prime rate announced by the Bank and in effect from time to time (with the rate on such obligation and liability changing as and when such prime rate changes). FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized to execute, on behalf of this Corporation, account contracts with the Bank in the usual form thereof provided by the Bank for each account of this Corporation and other account agreements necessary or desirable to permit _ aggregation of various accounts for purposes of determining total account balances or to facilitate cash management plans for this Corporation. FURTHER RESOLVED, that the Bank be and is hereby authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien, or notice of any kind (hereafter called "Process") received by or served upon the Bank, by which, in the Bank's opinion, another person or entity claims an interest in any of these accounts, and the Bank may, at its option and without liability, thereupon refuse to honor orders to pay or withdraw sums from these accounts and may hold the balance therein until Process is disposed of to the Bank's satisfaction. FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized (1) to receive for an on behalf of this Corporation, securities, currency or any other property of whatever nature held by, sent to, consigned to or delivered to the Bank for the account of or for delivery to this Corporation, and to give receipts therefor, and the Bank is hereby authorized to make delivery of such property in accordance herewith and (2) to sell, transfer, endorse for sale or otherwise authorize the sale or transfer of securities or any other property of whatever nature held by, sent to, cosigned to or delivered to the Bank for the account of or delivery to this Corporation, and to receive and/or apply the proceeds of any such sale to the credit of this Corporation in any such manner as he/they deem(s) proper, and the Bank is hereby authorized to make sale or transfer of any of the aforementioned property in accordance herewith. FURTHER RESOLVED, that the chief executive officer, president, secretary or any assistant secretary of this Corporation be and hereby is authorized and directed to certify to the Bank the foregoing resolutions, that the provisions thereof are in conformity with the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of this Corporation and to provide the names and specimen or facsimile signatures on incumbency certificates and/or signature cards if requested of the person(s) authorized therein, and that the foregoing resolutions, incumbency certificates and signature cards and the authority thereby conferred shall remain in full force and effect until this Corporation notifies the Bank to the contrary in writing, and the Bank may conclusively presume that such resolutions, incumbency certificates and signature cards are in effect and that the persons identified therein from time to time as officers of the Corporation have been duly lected or appointed to and continue to hold such offices. FURTHER RESOLVED, that this Corporation assumes full responsibility and holds harmless the Bank for any and all payments made or any other actions taken by the Bank in reliance upon the signatures, including facsimiles thereof, of any person or persons holding the offices of this Corporation designated above regardless of whether or not the use of a facsimile signature was unlawful or unauthorized and regardless of by whom or by what means the purported signature or facsimile signature may have been affixed to any instrument if such signatures resemble the specimen or facsimile signatures as provided to the Bank or for refusing to honor any signatures not provided to the Bank or for honoring any requests for the transfer of funds or money between accounts, and that this Corporation agrees to indemnify and hold harmless the Bank against any and all claims, demands, losses, costs, damages or expenses suffered or incurred by the Bank resulting from or arising out of any such payment or other action. I hereby certify that I am the duly elected, qualified and acting ( and the custodian of the records and seal (if any) of the above-named Corporation; that the foregoing is a true and correct copy of resolutions duly adopted in accordance with law and the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of said Corporation by, consent of the required number of directors or shareholders, or at a meeting of a quorum of the c tr _ , board of directors or sbateiio)cieerscon� �-` /FP,, "zocc) , and that said resolutions, not being in conflict with those Articles of Incorporation, bylaws and shareholder control agreement, are now in full force and effect. 1 \FFIX SEAL HERE or n the corporation has no seal Rev. 04/94 corpdep Executed this 21f day of �j Title: tj FIRST.^JZ BANK CORPORATE INCUMBENCY CERTIFICATE The undersigned, �(?l�iv'.f. 8031,,c4sc,1', -kY1C_ C -1L- , of ND LJ 1 S 07-(7) G , a(n) A---1-CiI`_)/ C—L Pi`s corporation, hereby certifies that as of the date set forth below, the following individuals are the duly elected and acting officers and/or authorized employees of the above-named corporation and that the signature next to each name is the true and correct signature of such person: CA CVS l�eafd Chief Executive Officer President Chief Financial Officer Vice President surer Secretary Assistant Treasurer Assistant Secretary Other: Name Signature philseemi IN WITNESS WHEREOF, I have affixed my name in my official capacity as t i % and have caused the seal of the corporation (if any) to be hereunto affixed, this 3day of ,a6)0 r ,:IX SEAL HERE L or I the corporation has no seal Rev. 06/96 Incum Title: FIRSMR BANK .ti' CORPORATE DEPOSITORY RESOLUTION By the [ [ j shareholders of Lk N,.) c l_+9ic s a ik-LL-1/--StCL i1--- corporation, hereinafter called "Corporation," whose principal place of business is located at • RESOLVED, that Firstar Bank of Minnesota, N.A. (the "Bank") is hereby designated as a depository in which the funds of this Corporation may from time to time be deposited; that the following described account(s) be opened and maintained in the name of this Corporation with the Bank subject to the rules and regulations of the Bank from time to time in effect; that the person(s) and the number thereof designated by title opposite the following designation of account(s) are hereby authorized, for and on behalf of this Corporation, (1) to sign checks, drafts, notes, bills, certificates of deposit and other orders for payment or withdrawal of funds from said account(s) and to issue instructions regarding the same, (2) to direct, orally or in writing or electronically, or through any other medium agreed to by said designated person(s) and the Bank, the wire transfer of such funds and (3) to arrange for such wire transfers to be effected upon instructions from others identifying themselves in accordance with procedures approved by such designated persons (all of the foregoing being "Withdrawal Orders"), and to endorse for deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owned or held by said Corporation; that the endorsement for deposit may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing (except that, notwithstanding any other provision of these resolutions, no endorsement on behalf of this Corporation shall be required for deposit of any of such instruments or orders to an account of this Corporation with the Bank); and that any officer, agent or employee of this Corporation is hereby authorized to make requests of the Bank for the transfer of funds or money between accounts maintained by this Corporation at the Bank. Designation of Account ,.30o ooaa Number of Names or Titles of Signatures Required Persons Authorized to Sign 1 c, -RDD 5 ao a�Jc NLS-u��t 13 2. 4 L/47--) __J-7 ? �r ADH -1 v �l . �CQ �( o t std t - OZI :Nuw.174", I/ y?77.7,r. ,moi FURTHER RESOLVED, that the Bank be and is hereby authorized and directed to honor, certify, pay and charge to any of the accounts of this Corporation all checks, drafts, notes, bills, certificates of deposit or orders for the payment, withdrawal or transfer of funds or money deposited in these accounts or to the credit of this Corporation, for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the credit of any other officer, agent or employee of this Corporation, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by the person(s) and the number thereof, designated by title opposite the designation of the accounts described in the foregoing resolution, and to honor any request(s) made in accordance with the foregoing resolution, whether written or oral, and including but not limited to request(s) made by telephone or other electronic means for the transfer of funds or money between accounts maintained by this Corporation at the Bank, and the Bank shall not be required or under any duty to inquire as to the circumstances of the issuance or use of any such instrument or request or the application or use of proceeds thereof. FURTHER RESOLVED, that to the extent that any Withdrawal Orders executed by the persons designated herein to effect same on behalf of this Corporation exceed collected balances of this Corporation on deposit with the Bank, the Bank may, in its sole discretion but without any obligation on its part to do so, and without notice to this Corporation, honor such Withdrawal Orders, and to the extent that the Bank so elects, this Corporation hereby agrees that such excess payment shall constitute an obligation and liability of this Corporation to the Bank, payable upon demand of the Bank together with interest thereon until paid at a rate equal to two percent (2%) per annum in excess of the prime rate announced by the Bank and in effect from time to time (with the rate on such obligation and liability changing as and when such prime rate changes). FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized to execute, on behalf of this Corporation, account contracts with the Bank in the usual form thereof provided by the Bank for each account of this Corporation and other account agreements necessary or desirable to permit — aggregation of various accounts for purposes of determining total account balances or to facilitate cash management plans for this Corporation. FURTHER RESOLVED, that the Bank be and is hereby authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien, or notice of any kind (hereafter called "Process") received by or served upon the Bank, by which, in the Bank's opinion, another person or entity claims an interest in any of these accounts, and the Bank may, at its option and without liability, thereupon refuse to honor orders to pay or withdraw sums from these accounts and may hold the balance therein until Process is disposed of to the Bank's satisfaction. FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized (1) to receive for an on behalf of this Corporation, securities, currency or any other property of whatever nature held by, sent to, consigned to or delivered to the Bank for the account of or for delivery to this Corporation, and to give receipts therefor, and the Bank is hereby authorized to make delivery of such property in accordance herewith and (2) to sell, transfer, endorse for sale or otherwise authorize the sale or transfer of securities or any other property of whatever nature held by, sent to, cosigned to or delivered to the Bank for the account of or delivery to this Corporation, and to receive and/or apply the proceeds of any such sale to the credit of this Corporation in any such manner as he/they deem(s) proper, and the Bank is hereby authorized to make sale or transfer of any of the aforementioned property in accordance herewith. FURTHER RESOLVED, that the chief executive officer, president, secretary or any assistant secretary of this Corporation be and hereby is authorized and directed to certify to the Bank the foregoing resolutions, that the provisions thereof are in conformity with the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of this Corporation and to provide the names and specimen or facsimile signatures on incumbency certificates and/or signature cards if requested of the person(s) authorized therein, and that the foregoing resolutions, incumbency certificates and signature cards and the authority thereby conferred shall remain in full force and effect until this Corporation notifies the Bank to the contrary in writing, and the Bank may conclusively presume that such resolutions, incumbency certificates and signature cards are in effect and that the persons identified therein from time to time as officers of the Corporation have been duly ;lected or appointed to and continue to hold such offices. FURTHER RESOLVED, that this Corporation assumes full responsibility and holds harmless the Bank for any and all payments made or any other actions taken by the Bank in reliance upon the signatures, including facsimiles thereof, of any person or persons holding the offices of this Corporation designated above regardless of whether or not the use of a facsimile signature was unlawful or unauthorized and regardless of by whom or by what means the purported signature or facsimile signature may have been affixed to any instrument if such signatures resemble the specimen or facsimile signatures as provided to the Bank or for refusing to honor any signatures not provided to the Bank or for honoring any requests for the transfer of funds or money between accounts, and that this Corporation agrees to indemnify and hold harmless the Bank against any and all claims, demands, losses, costs, damages or expenses suffered or incurred by the Bank resulting from or arising out of any such payment or other action. I hereby certify that I am the duly elected, qualified and acting �t�C� (2(,Lhk_ and the custodian of the records and seal (if any) of the above-named Corporation; that the foregoing is a true and correct copy of resolutions duly adopted in accordance with law and the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of said Corporation by consent of the required number of directors or shareholders, or at a meeting of a quorum of the board of directors or shareholders on 7 q Ki -pg, r. , Dczz, , and that said resolutions, not being in conflict with those Articles of Incorporation, bylaws and shareholder control agreement, are now in full force and effect. AFFIX SEAL HERE -L or the corporation has no seal Rev. 04/94 corpdep Executed this -'1 day of Title: FIRSPIR BANK CORPORATE INCUMBENCY CERTIFICATE The undersigned, ` . t-1�J.) .1- .-1`;VC)t�--NrYla-Lr'CsY,._, of L- !vv 1----i(---'4.--S Cir= , a(n) 1L --Lt t /\--AC-1_ 49KtC corporation, hereby certifies that as of the date set forth below, the following individuals are the duly elected and acting officers and/or authorized employees of the above-named corporation and that the signature next to each name is the true and correct signature of such person: Yl Chtritn n-ef t Pti , Chief Executive Officer President Chief Financial Officer Vice President —.surer Secretary Assistant Treasurer Assistant Secretary Other: Name pit:peso%) � ti -t1 t-- bm, IN WITNESS WHEREOF, I have affixed my name in my official capacity as 11/ (11.e2Ltc., caused the seal of the corporation (if any) to be hereunto affixed, this ZC` day of 4,,(1 ,.,-„-FIX SEAL HERE or I j the corporation has no seal Rev. 05/95 Incum Title: SvC,I (11z) (. i' and have Wire Transfer Authorization *F!RSTAiR Security Procedures Firstar Bank offers three options for security procedures in accordance with the Transfer of Funds Terms and Conditions. Please select one procedure to be incorporated with the Personal Identification Number (PIN). Per your request, instructions are followed by the original Wire Transfer Authorization completed provided through the original or amended documentation per your request. PIN Only Security is based solely on the Personal Identification Number (PIN). A unique PIN will be assigned to each authorized representative and should be kept confidential. This is the default option. ❑ Call Back For each wire transfer request, security is based on the Personal Identification Number (PIN) and telephone verification by an authorized representative of your company. ❑ Call Back with Limits Wire transfer requests exceeding the authorized dollar limit need telephone verification by your company's authorized representative. Nonrepetitive Transfer Limit $ Repetitive Transfer Limit $ The customer agrees to notify Firstar Bank Wire Transfer Department in writing of any additions, deletions, or revisions to this authorization. Correspondence should be sent to: Firstar Bank Attn: Wire Transfer 777 East Wisconsin Avenue, JS6N Milwaukee, WI 53202 We hereby request the Bank provide wire transfer services to us, in accordance with the Transfer of Funds Terms and Conditions, a copy which has been provided to us. The Bank is authorized to accept wire transfer instructions for the above account(s) from an authorized representative of our company subject to the Transfer of Funds Terms and Conditions. Customer Name e / T`, r Date Authorized Signer: /411_/4 -Al — . ? et 6=4, Title: r/.,c' Authorized Signer: 7),4 r�4 171. SC',t/Lec '' Title: For corporations only: As corporate secretary, I certify that the above -signed individual(s) is(are) empowered to execute this agreement and that the above signature(s) is(are) authentic. Corporate ALL6Y-71eASecretary Date ***Firstar Bank Use Only*** Firstar Employee Pin Authorization Request (Refer to the Wire Transfer Policies and Procedures) Employee's Position: Mail Location: Department Name: District Number: Credit Administration Signature: Regional/Department Head Signature Cost Center: Date Phone: Mail the completed form Interoffice to Wire Transfer Authority, Credit Administration, Mail Location 8025, Cincinnati, OH 4? `, •. er Name Maximum Transfer Amount* Telephone Number t' $ 1. AZ— ---17'—"R vc61e (/ Si)9(57Z 2. '100 a E, VI 2. ?ALA M. 5012-06. `-' (6s) 9rz - 3. 4. Wire Transfer Authorization *F7RSTAR Customer Information Affiliate Code: „9.a-� Name: L / T4/ 0 ir Address: t.;>0o�,v City: L/No /../4io-?.s State: , ZIP: Account Number: 7 Via-' Account Number: _3 ooO o . -.�-- Amended Date: Account Number: JVire Initiation Authorized Representatives Please indicate who needs authorization and check the applicable function. ❑ ❑ 0 ❑ ❑ 0 *Default is $0.00. Please provide your fax number if you require notification for incoming wire transfer activity. Fax# -2-/ Do you require daily mail confirmation on all wire transfer activity? yesX no 0 Nonrepetitive Wire: Semirepetitive Wire: Fully Repetitive Wire: All information is required to initiate a wire transfer. You would need to provide the originator's name, address and account number; beneficiary bank, beneficiary name, address, and account number; dollar amount and the value date of the wire transfer. You would need to provide the dollar amount, the value date, and the message to be included with the wire. All other data is retained by the Wire Transfer system,. You would need to provide the dollar amount and the value date. All other data is retained by the Wire Transfer system. Changes/Notices The individual(s) listed below are authorized to issue wire transfer instructions pertaining to our account(s) at Firstar Bank in accordance with the Transfer s unds Terms and Conditions. AZ -4A Printed Name -7Ac-f1_4€- 43 • Printed Name SC/It_oC, -- Printed Name Si Signature Signature Authorization Information* ame: cry orLi,io c t .S Phone:(6 ) 9I?-- Customer/Compan Authorized Si Print Name: 30-1255 8/14/99 er: tLuiC M , (Signature) 1�1_ \•C(' Date: 6-- (-00 Repetitive Wire Authorization 0 Domestic 0 New Repetitive *FIRsTAR Repetitive Code 0 International 0 Change Repetitive 0 Delete Repetitive Originator Information* ORG: ORG/ACCT: ORG Address: City: State: OGB: OGB/ACCT**: OBI: Beneficiary Bank Information* BBK Name: City: State: ABA: Country: Foreign Currency: BBI**: Beneficiary Information* BNF: BNF/ACCT: BNF Address: City: State: RFB: Authorization Information* Customer/Company Name: Authorized Signer: Print Name: (Signature) Phone:( ) Date: *See abbreviated definitions on back. **This information may not be required to complete a repetitive wire request, see definitions. ADOPTED BY THE LINO LAKES CITY COUNCIL THIS 24TH DAY OF MARCH 2000. 1414"..4 John . Bergeson, Mayor ATTEST: IIILLO i:I. Ry-Chel Gaustad, CMC City Clerk Repetitive Wire Authorization *FIRsTAR Note: If this repetitive transfer has not been used for a period of six months, it may be canceled without notice. *Abbreviated Definitions ORG = Originator: Initiator of the transfer. ORG/ACCT = Originator account number OGB = Originators' Bank: Bank acting for the originator for the transfer OGB/ACCT** = Originator's Bank debit account (if correspondent bank) OBI = Originator to Beneficiary information: information to be conveyed from the originator to the beneficiary BBK = Beneficiary's Bank: Bank acting as financial agent for the beneficiary for the transfer ABA = Beneficiary's Routing Number BBI** = Bank to Bank Information: Miscellaneous information pertaining to the transfer which may include information specifying a bank department, branch, or office for which the information is intended. BNF = Beneficiary: Ultimate party to be credited or paid. BNF/ACCT = Beneficiary account number RFB = Reference for the beneficiary: Reference information enabling the beneficiary to identify the transfer (invoice number, etc.) **This information may not be required to complete a repetitive wire request, see definitions. The customer agrees to notify Firstar Bank Wire Transfer Department in writing of any additions, deletions, or revisions to this authorization. Correspondence should be sent to: Firstar Bank Attn: Wire Transfer 777 East Wisconsin Avenue, JS6N Milwaukee, WI 53202 GAFUNDSTIOMOT CUSTOMER PACKETrcpetitive autho 30-1256 4/14/99 STAFF ORIGINATOR: MEETING DATE: TOPIC: VOTE REQUIRED: BACKGROUND: CONSENT AGENDA 1B Al Rolek, Finance Director April 24, 2000 Resolution 00-47 Change of Signatories on City Firstar Accounts & Authorization for Wire Transfers Simple Majority (3/5 vote) Upon assuming my duties in Lino Lakes, it quickly became apparent that I had no authority with the City's depository to direct the City's funds as I am in the bank's records not a signator on the following: • Safe Deposit Box • Checking Accounts • Certificate of Deposit • Wire Transfer Authorization The approval of this resolution would authorize me as a signatory on the City's accounts along with all existing signatories. OPTIONS: 1. Approve Resolution 2000-47 2. Deny Resolution 2000-47 RECOMMENDATION: Staff recommendation is to approve the authorizing resolution. FIRSTAR BANK CORPORATE DEPOSITORY RESOLUTION C_h C-ICDi--)cj aae cj By the [ 1 board of directors of [ 1 shareholders a corporation, hereinafter called "Corporation," whose principal place of business is located at RESOLVED, that Firstar Bank of Minnesota, N.A. (the "Bank") is hereby designated as a depository in which the funds of this Corporation may from time to time be deposited; that the following described account(s) be opened and maintained in the name of this Corporation with the Bank subject to the rules and regulations of the Bank from time to time in effect; that the person(s) and the number thereof designated by title opposite the following designation of account(s) are hereby authorized, for and on behalf of this Corporation, (1) to sign checks, drafts, notes, bills, certificates of deposit and other orders for payment or withdrawal of funds from said account(s) and to issue instructions regarding the same, (2) to direct, orally or in writing or electronically, or through any other medium agreed to by said designated person(s) and the Bank, the wire transfer of such funds and (3) to arrange for such wire transfers to be effected upon instructions from others identifying themselves in accordance with procedures approved by such designated persons (all of the foregoing being "Withdrawal Orders"), and to endorse for deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owned or held by said Corporation; that the endorsement for deposit may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing (except that, notwithstanding any other provision of these resolutions, no endorsement on behalf of this Corporation shall be required for deposit of any of such instruments or orders to an account of this Corporation with the Bank); and that any officer, agent or employee of this Corporation is hereby authorized to make requests of the Bank for the transfer of funds or money between accounts maintained by this Corporation at the Bank. Designation Number of Names or Titles of of Account Signatures Required Persons Authorized to Sign 1.30 0 Qo d- Q. 1 2.lg9-40/tiq 2. FURTHER RESOLVED, that the Bank be and is hereby authorized and directed to honor, certify, pay and charge to any of the accounts of this Corporation all checks, drafts, notes, bills, certificates of deposit or orders for the payment, withdrawal or transfer of funds or money deposited in these accounts or to the credit of this Corporation, for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the cred'=t of any other officer, agent or employee of this Corporation, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by the person(s) and the number thereof, designated by title opposite the designation of the accounts described in the foregoing resolution, and to honor any request(s) made in accordance with the foregoing resolution, whether written or oral, and including but not Limited to request(s) made by telephone or other electronic means for the transfer of funds or money between accounts maintained by this Corporation at the Bank, and the Bank shall not be required or under any duty to inquire as to the circumstances of the issuance or use of any such instrument or request or the application or use of proceeds thereof. FURTHER RESOLVED, that to the extent that any Withdrawal Orders executed by the persons designated herein to effect same on behalf of this Corporation exceed collected balances of this Corporation on deposit with the Bank, the Bank may, in its sole discretion but without any obligation on its part to do so, and without notice to this Corporation, honor such Withdrawal Orders, and to the extent that the Bank so elects, this Corporation hereby agrees that such excess payment shall constitute an obligation and liability of this Corporation to the Bank, payable upon demand of the Bank together with interest thereon until paid at a rate equal to two percent (2%) per annum in excess of the prime rate announced by the Bank and in effect from time to time (with the rate on such obligation and liability changing as and when such prime rate changes). FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized to execute, on behalf of this Corporation, account contracts with the Bank in the usual form thereof provided by the Bank for each account of this Corporation and other account agreements necessary or desirable to permit aggregation of various accounts for purposes of determining total account balances or to facilitate cash management plans for this Corporation. FURTHER RESOLVED, that the Bank be and is hereby authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien, or notice of any kind (hereafter called "Process") received by or served upon the Bank, by which, in the Bank's opinion, another person or entity claims an interest in any of these accounts, and the Bank may, at its option and without liability, thereupon refuse to honor orders to pay or withdraw sums from these accounts and may hold the balance therein until Process is disposed of to the Bank's satisfaction. FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized (1) to receive for an on behalf of this Corporation, securities, currency or any other property of whatever nature held by, sent to, consigned to or delivered to the Bank for the account of or for delivery to this Corporation, and to give receipts therefor, and the Bank is hereby authorized to make delivery of such property in accordance herewith and (2) to sell, transfer, endorse for sale or otherwise authorize the sale or transfer of securities or any other property of whatever nature held by, sent to, cosigned to or delivered to the Bank for the account of or delivery to this Corporation, and to receive and/or apply the proceeds of any such sale to the credit of this Corporation in any such manner as he/they deem(s) proper, and the Bank is hereby authorized to make sale or transfer of any of the aforementioned property in accordance herewith. FURTHER RESOLVED, that the chief executive officer, president, secretary or any assistant secretary of this Corporation be and hereby is authorized and directed to certify to the Bank the foregoing resolutions, that the provisions thereof are in conformity with the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of this Corporation and to provide the names and specimen or facsimile signatures on incumbency certificates and/or signature cards if requested of the person(s) authorized therein, and that the foregoing resolutions, incumbency certificates and signature cards and the authority thereby conferred shall remain in full force and effect until this Corporation notifies the Bank to the contrary in writing, and the Bank may conclusively presume that such resolutions, incumbency certificates and signature cards are in effect and that the persons identified therein from time to time as officers of the Corporation have been duly elected or appointed to and continue to hold such offices. FURTHER RESOLVED, that this Corporation assumes full responsibility and holds harmless the Bank for any and all payments made or any other actions taken by the Bank in reliance upon the signatures, including facsimiles thereof, of any person or persons holding the offices of this Corporation designated above regardless of whether or not the use of a facsimile signature was unlawful or unauthorized and regardless of by whom or by what means the purported signature or facsimile signature may have been affixed to any instrument if such signatures resemble the specimen or facsimile signatures as provided to the Bank or for refusing to honor any signatures not provided to the Bank or for honoring any requests for the transfer of funds or money between accounts, and that this Corporation agrees to indemnify and hold harmless the Bank against any and all claims, demands, losses, costs, damages or expenses suffered or incurred by the Bank resulting from or arising out of any such payment or other action. I hereby certify that I am the duly elected, qualified and acting and the custodian of the records and seal (if any) of the above-named Corporation; that the foregoing is a true and correct copy of resolutions duly adopted in accordance with law and the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of said Corporation by consent of the required number of directors or shareholders, or at a meeting of a quorum of the board of directors or shareholders on , and that said resolutions, not being in conflict with those Articles of Incorporation, bylaws and shareholder control agreement, are now in full force and effect. Executed this day of AFFIX SEAL HERE or the corporation has no seal Title: Rev. 04/94 corpdep FIRSTAR BANK CORPORATE INCUMBENCY CERTIFICATE The undersigned, of , a(n) corporation, hereby certifies that as of the date set forth below, the following individuals are the duly elected and acting officers and/or authorized employees of the above-named corporation and that the signature next to each name is the true and correct signature of such person: Chairman of the Board Chief Executive Officer President Chief Financial Officer Vice President Treasurer Secretary Assistant Treasurer Assistant Secretary Other: Name Signature IN WITNESS WHEREOF, I have affixed my name in my official capacity as and have caused the seal of the corporation (if any) to he hereunto affixed, this day of [AFFIX SEAL HERE or LI the corporation has no seal Rev. 05/95 Incum Title: Frnsr"R BANK y CORPORATE DEPOSITORY RESOLUTION By the [ ] board of directors of [ 1 shareholders a corporation, hereinafter called "Corporation," whose principal place of business is located at RESOLVED, that Firstar Bank of Minnesota, N.A. (the "Bank") is hereby designated as a depository in which the funds of this Corporation may from time to time be deposited; that the following described account(s) be opened and maintained in the name of this Corporation with the Bank subject to the rules and regulations of the Bank from time to time in effect; that the person(s) and the number thereof designated by title opposite the following designation of account(s) are hereby authorized, for and on behalf of this Corporation, (1) to sign checks, drafts, notes, bills, certificates of deposit and other orders for payment or withdrawal of funds from said account(s) and to issue instructions regarding the same, (2) to direct, orally or in writing or electronically, or through any other medium agreed to by said designated person(s) and the Bank, the wire transfer of such funds and (3) to arrange for such wire transfers to be effected upon instructions from others identifying themselves in accordance with procedures approved by such designated persons (all of the foregoing being "Withdrawal Orders"), and to endorse for deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owned or held by said Corporation; that the endorsement for deposit may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing (except that, notwithstanding any other provision of these resolutions, no endorsement on behalf of this Corporation shall be required for deposit of any of such instruments or orders to an account of this Corporation with the Bank); and that any officer, agent or employee of this Corporation is hereby authorized to make requests of the Bank for the transfer of funds or money between accounts maintained by this Corporation at the Bank. Designation Number of Names or Titles of of Account Signatures Required Persons Authorized to Sign 1.(,C0`2OS6)dV.S1 2. 1 2. FURTHER RESOLVED, that the Bank be and is hereby authorized and directed to honor, certify, pay and charge to any of the accounts of this Corporation all checks, drafts, notes, hills, certificates of deposit or orders for the payment, withdrawal or transfer of funds or money deposited in these accounts or to the credit of this Corporation, for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the credit of any other officer, agent or employee of this Corporation, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by the person(s) and the number thereof, designated by title opposite the designation of the accounts described in the foregoing resolution, and to honor any request(s) made in accordance with the foregoing resolution, whether written or oral, and including but not limited to request(s) made by telephone or other electronic means for the transfer of funds or money between accounts maintained by this Corporation at the Bank, and the Bank shall not be required or under any duty to inquire as to the circumstances of the issuance or use of any such instrument or request or the application or use of proceeds thereof. FURTHER RESOLVED, that to the extent that any Withdrawal Orders executed by the persons designated herein to effect same on behalf of this Corporation exceed collected balances of this Corporation on deposit with the Bank, the Bank may, in its sole discretion but without any obligation on its part to do so, and without notice to this Corporation, honor such Withdrawal Orders, and to the extent that the Bank so elects, this Corporation hereby agrees that such excess payment shall constitute an obligation and liability of this Corporation to the Bank, payable upon demand of the Bank together with interest thereon until paid at a rate equal to two percent (2%) per annum in excess of the prime rate announced by the Bank and in effect from time to time (with the rate on such obligation and liability changing as and when such prime rate changes). FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized to execute, on behalf of this Corporation, account contracts with the Bank in the usual form thereof provided by the Bank for each account of this Corporation and other account agreements necessary or desirable to permit aggregation of various accounts for purposes of determining total account balances or to facilitate cash management plans for this Corporation. FURTHER RESOLVED, that the Bank be and is hereby authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien, or notice of any kind (hereafter called "Process") received by or served upon the Bank, by which, in the Bank's opinion, another person or entity claims an interest in any of these accounts, and the Bank may, at its option and without liability, thereupon refuse to honor orders to pay or withdraw sums from these accounts and may hold the balance therein until Process is disposed of to the Bank's satisfaction. FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized (1) to receive for an on behalf of this Corporation, securities, currency or any other property of whatever nature held by, sent to, consigned to or delivered to the Bank for the account of or for delivery to this Corporation, and to give receipts therefor, and the Bank is hereby authorized to make delivery of such property in accordance herewith and (2) to sell, transfer, endorse for sale or otherwise authorize the sale or transfer of securities or any other property of whatever nature held by, sent to, cosigned to or delivered to the Bank for the account of or delivery to this Corporation, and to receive and/or apply the proceeds of any such sale to the credit of this Corporation in any such manner as he/they deem(s) proper, and the Bank is hereby authorized to make sale or transfer of any of the alorementioned property in accordance herewith. FURTHER RESOLVED, that the chief executive officer, president, secretary or any assistant secretary of this Corporation be and hereby is authorized and directed to certify to the Bank the foregoing resolutions, that the provisions thereof are in conformity with the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of this Corporation and to provide the names and specimen or facsimile signatures on incumbency certificates and/or signature cards if requested of the person(s) authorized therein, and that the foregoing resolutions, incumbency certificates and signature cards and the authority thereby conferred shall remain in full force and effect until this Corporation notifies the Bank to the contrary in writing, and the Bank may conclusively presume that such resolutions, incumbency certificates and signature cards are in effect and that the persons identified therein from time to time as officers of the Corporation have been duly elected or appointed to and continue to hold such offices. FURTHER RESOLVED, that this Corporation assumes full responsibility and holds harmless the Bank for any and all payments made or any other actions taken by the Bank in reliance upon the signatures, including facsimiles thereof, of any person or persons holding the offices of this Corporation designated above regardless of whether or not the use of a facsimile signature was unlawful or unauthorized and regardless of by whom or by what means the purported signature or facsimile signature may have been affixed to any instrument if such signatures resemble the specimen or facsimile signatures as provided to the Bank or for refusing to honor any signatures not provided to the Bank or for honoring any requests for the transfer of funds or money between accounts, and that this Corporation agrees to indemnify and hold harmless the Bank against any and all claims, demands, losses, costs, damages or expenses suffered or incurred by the Bank resulting from or arising out of any such payment or other action. I hereby certify that I am the duly elected, qualified and acting and the custodian of the records and seal (if any) of the above-named Corporation; that the foregoing is a true and correct copy of resolutions duly adopted in accordance with law and the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of said Corporation by consent of the required number of directors or shareholders, or at a meeting of a quorum of the board of directors or shareholders on , and that said resolutions, not being in conflict with those Articles of Incorporation, bylaws and shareholder control agreement, are now in full force and effect. AFFIX SEAL HERE or the corporation has no seal Rev. 04/94 corpdep Executed this day of Title: FiRSF"R BANK CORPORATE INCUMBENCY CERTIFICATE The undersigned, of , a(n) corporation, hereby certifies that as of the date set forth below, the following individuals are the duly elected and acting officers and/or authorized employees of the above-named corporation and that the signature next to each name is the true and correct signature of such person: Chairman of the Board Chief Executive Officer President Chief Financial Officer Vice President Treasurer Secretary Assistant Treasurer Assistant Secretary Other: Name Signature IN WITNESS WHEREOF, I have affixed my name in my official capacity as and have caused the seal of the corporation (if any) to he hereunto affixed, this day of AFFIX SEAL HERE or CIthe corporation has no seal Rev. 05/95 locum Title: FIRST "R BANK CORPORATE DEPOSITORY RESOLUTION By the [ l board of directors of [ ] shareholders 30 -re 1� �4;f l ei a corporation, hereinafter called "Corporation," whose principal place of business is located at RESOLVED, that Firstar Bank of Minnesota, N.A. (the "Bank") is hereby designated as a depository in which the funds of this Corporation may from time to time be deposited; that the following described account(s) be opened and maintained in the name of this Corporation with the Bank subject to the rules and regulations of the Bank from time to time in effect; that the person(s) and the number thereof designated by title opposite the following designation of account(s) are hereby authorized, for and on behalf of this Corporation, (1) to sign checks, drafts, notes, bills, certificates of deposit and other orders for payment or withdrawal of funds from said account(s) and to issue instructions regarding the same, (2) to direct, orally or in writing or electronically, or through any other medium agreed to by said designated person(s) and the Bank, the wire transfer of such funds and (3) to arrange for such wire transfers to be effected upon instructions from others identifying themselves in accordance with procedures approved by such designated persons (all of the foregoing being "Withdrawal Orders"), and to endorse for deposit, negotiation, collection or discount by the Bank any and all checks, drafts, notes, bills, certificates of deposit or other instruments or orders for the payment of money owned or held by said Corporation; that the endorsement for deposit may be in writing, by stamp or otherwise, with or without designation or signature of the person so endorsing (except that, notwithstanding any other provision of these resolutions, no endorsement on behalf of this Corporation shall be required for deposit of any of such instruments or orders to an account of this Corporation with the Bank); and that any officer, agent or employee of this Corporation is hereby authorized to make requests of the Bank for the transfer of funds or money between accounts maintained by this Corporation at the Bank. Designation Number of Names or Titles of of Account Signatures Required Persons Authorized to Sign . `.50 16,0, 5-&5 1. 2. 2. FURTHER RESOLVED, that the Bank be and is hereby authorized and directed to honor, certify, pay and charge to any of the accounts of this Corporation all checks, drafts, notes, bills, certificates of deposit or orders for the payment, withdrawal or transfer of funds or money deposited in these accounts or to the credit of this Corporation, for whatever purpose or to whomever payable, including requests for conversion of such instruments into cash as well as for deduction from and payment of cash out of any deposit, and whether or not payable to, endorsed or negotiated by or for the credit of any persons signing such instrument or payable to or for the credit of any other officer, agent or employee of this Corporation, when signed, accepted, endorsed or approved as evidenced by original or facsimile signature by the person(s) and the number thereof, designated by title opposite the designation of the accounts described in the foregoing resolution, and to honor any request(s) made in accordance with the foregoing resolution, whether written or oral, and including but not limited to request(s) made by telephone or other electronic means for the transfer of funds or money between accounts maintained by this Corporation at the Bank, and the Bank shall not be required or under any duty to inquire as to the circumstances of the issuance or use of any such instrument or request or the application or use of proceeds thereof. FURTHER RESOLVED, that to the extent that any Withdrawal Orders executed by the persons designated herein to effect same on behalf of this Corporation exceed collected balances of this Corporation on deposit with the Bank, the Bank may, in its sole discretion but without any obligation on its part to do so, and without notice to this Corporation, honor such Withdrawal Orders, and to the extent that the Bank so elects, this Corporation hereby agrees that such excess payment shall constitute an obligation and liability of this Corporation to the Bank, payable upon demand of the Bank together with interest thereon until paid at a rate equal to two percent (2%) per annum in excess of the prime rate announced by the Bank and in effect from time to time (with the rate on such obligation and liability changing as and when such prime rate changes). FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized to execute, on behalf of this Corporation, account contracts with the Bank in the usual form thereof provided by the Bank for each account of this Corporation and other account agreements necessary or desirable to permit aggregation of various accounts for purposes of determining total account balances or to facilitate cash management plans for this Corporation. FURTHER RESOLVED, that the Bank be and is hereby authorized to comply with any process, summons, order, injunction, execution, distraint, levy, lien, or notice of any kind (hereafter called "Process") received by or served upon the Bank, by which, in the Bank's opinion, another person or entity claims an interest in any of these accounts, and the Bank may, at its option and without liability, thereupon refuse to honor orders to pay or withdraw sums from these accounts and may hold the balance therein until Process is disposed of to the Bank's satisfaction. FURTHER RESOLVED, that any one or more of the persons holding the offices of this Corporation designated above is/are hereby authorized (1) to receive for an on behalf of this Corporation, securities, currency or any other property of whatever nature held by, sent to, consigned to or delivered to the Bank for the account of or for delivery to this Corporation, and to give receipts therefor, and the Bank is hereby authorized to make delivery of such property in accordance herewith and (2) to sell, transfer, endorse for sale or otherwise authorize the sale or transfer of securities or any other property of whatever nature held by, sent to, cosigned to or delivered to the Bank for the account of or delivery to this Corporation, and to receive and/or apply the proceeds of any such sale to the credit of this Corporation in any such manner as he/they deem(s) proper, and the Bank is hereby authorized to make sale or transfer of any of the aforementioned property in accordance herewith. FURTHER RESOLVED, that the chief executive officer, president, secretary or any assistant secretary of this Corporation be and hereby is authorized and directed to certify to the Bank the foregoing resolutions, that the provisions thereof are in conformity with the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of this Corporation and to provide the names and specimen or facsimile signatures on incumbency certificates and/or signature cards if requested of the person(s) authorized therein, and that the foregoing resolutions, incumbency certificates and signature cards and the authority thereby conferred shall remain in full force and effect until this Corporation notifies the Bank to the contrary in writing, and the Bank may conclusively presume that such resolutions, incumbency certificates and signature cards are in effect and that the persons identified therein from time to time as officers of the Corporation have been duly elected or appointed to and continue to hold such offices. FURTHER RESOLVED, that this Corporation assumes full responsibility and holds harmless the Bank for any and all payments made or any other actions taken by the Bank in reliance upon the signatures, including facsimiles thereof, of any person or persons holding the offices of this Corporation designated above regardless of whether or not the use of a facsimile signature was unlawful or unauthorized and regardless of by whom or by what means the purported signature or facsimile signature may have been affixed to any instrument if such signatures resemble the specimen or facsimile signatures as provided to the Bank or for refusing to honor any signatures not provided to the Bark or for honoring any requests for the transfer of funds or money between accounts, and that this Corporation agrees to indemnify and hold harmless the Bank against any and all claims, demands, losses, costs, damages or expenses suffered or incurred by the Bank resulting from or arising out of any such payment or other action. I hereby certify that I am the duly elected, qualified and acting and the custodian of the records and seal (if any) of the above-named Corporation; that the foregoing is a true and correct copy of resolutions duly adopted in accordance with law and the Articles of Incorporation, bylaws (if any) and shareholder control agreement (if any) of said Corporation by consent of the required number of directors or shareholders, or at a meeting of a quorum of the board of directors or shareholders on , and that said resolutions, not being in conflict with those Articles of Incorporation, bylaws and shareholder control agreement, are now in full force and effect. AFFIX SEAL HERE or F-1 the corporation has no seal Rev. 04/94 corpdep Executed this day of Title: FIRST'^_R BANK CORPORATE INCUMBENCY CERTIFICATE The undersigned, of , aln) corporation, hereby certifies that as of the date set forth below, the following individuals are the duly elected and acting officers and/or authorized employees of the above-named corporation and that the signature next to each name is the true and correct signature of such person: Chairman of the Board Chief Executive Officer President Chief Financial Officer Vice President Treasurer SEcretary Assistant Treasurer Assistant Secretary Other: Name Signature IN WITNESS WHEREOF, I have affixed my name in my official capacity as and have caused the seal of the corporation (if any) to be hereunto affixed, this day of [AFFIX SEAL HERE or the corporation has no seal Rev. 05/95 Incum Title: *FIRSTAR Dear Wire Transfer Customer: Firstar is pleased to welcome you as a Wire Transfer customer. Enclosed you will find the following items: • Transfer of Funds Terms and Conditions • Wire Transfer Authorization* • Repetitive Wire Authorization* *Signed by a corporate officer(s) whose name is included on Firstar Banks Corporate Depository Resolution. Please return in the envelope provided. Wire transfers may be initiated by: • Telephone Please contact Wire Transfer at 765-4211 or 1-800-236-3443 to initiate your request with a customer service representative. • Voice Response Unit (VRU) The VRU enables you to initiate repetitive wires using an automated touch-tone telephone process, which will save you time. Simple to follow choices will guide you through this process. For additional information contact the Wire Transfer support staff at 765-5551 or 1-800-236-5433. • Customer Direct Link (CDL) The Customer Direct Link system enables you to initiate, monitor and control wire activity using your personal computer with Firstar's CDL software. For additional information contact your Firstar Bank Account Officer. Milwaukee, Wisconsin Area Outside Milwaukee Area Wire Transfers 765-4211 1-800-236-3443 Customer Service Inquiries and Investigations 765-5551 1-800-236-5443 Operating Hours: 7:30 a.m. to 4:00 p.m..Central Standard Time Thank you for your wire transfer business and for choosing Firstar as your bank. If you have any questions or concerns, please contact Firstar Wire Transfer Customer Service at 765-5551 or 1-800-236-5443. Enclosures G:\FUNDSTR\MGTCUSTOMER PACKET welcome Itr 30.1254 4/7/99 Wire Transfer Authorization *FIRSTAR Security Procedures �-- Firstar Bank offers three options for security procedures in accordance with the Transfer of Funds Terms and Conditions. Please select one procedure to be incorporated with the Personal Identification Number (PIN). Per your request, instructions are followed by the original Wire Transfer Authorization completed provided through the original or amended documentation per your request. ❑ PIN Only Security is based solely on the Personal Identification Number (PIN). A unique PIN will be assigned to each authorized representative and should be kept confidential. This is the default option. ❑ Call Back For each wire transfer request, security is based on the Personal Identification Number (PIN) and telephone verification by an authorized representative of your company. ❑ Call Back with Limits Wire transfer requests exceeding the authorized dollar limit need telephone verification by your company's authorized representative. Nonrepetitive Transfer Limit $ Repetitive Transfer Limit $ The customer agrees to notify Firstar Bank Wire Transfer Department in writing of any additions, deletions, or revisions to this authorization. Correspondence should be sent to: Firstar Bank Attn: Wire Transfer 777 East Wisconsin Avenue, JS6N Milwaukee, WI 53202 We hereby request the Bank provide wire transfer services to us, in accordance with the Transfer of Funds Terms and Conditions, a copy which has been provided to us. The Bank is authorized to accept wire transfer instructions for the above account(s) from an authorized representative of our company subject to the Transfer of Funds Terms and Conditions. Customer Name Date Authorized Signer: Title: Authorized Signer: Title: For corporations only: As corporate secretary, I certify that the above -signed individual(s) is(are) empowered to execute this agreement and that the above signature(s) is(are) authentic. Corporate Secretary Date ***Firstar Bank Use Only*** Firstar Employee Pin Authorization Request (Refer to the Wire Transfer Policies and Procedures) Employee's Position: Department Name: Credit Administration Signature: Date Regional/Department Head Signature Phone: Mail Location: District Number: Cost Center: Mail the completed form Interoffice to Wire Transfer Authority, Credit Administration, Mail Location 8025, Cincinnati, OH Wire Transfer Authorization *F!RsTAR Customer Information Name: Address: City: State: ZIP: Amended Date: Affiliate Code: Account Number: Account Number: Account Number: Hire Initiation Authorized Representatives Please indicate who needs authorization and check the applicable function. 1. 2. 3. 4. Name Maximum Transfer Amount* si`'t 4/ „e• Telephone Number 14 ❑ ❑ 0 ❑ ❑ 0 ❑ ❑ 0 ❑ ❑ 0 *Default is $0.00. Please provide your fax number if you require notification for incoming wire transfer activity. Fax# Do you require daily mail confirmation on all wire transfer activity? yes 0 no 0 Nonrepetitive Wire: All information is required to initiate a wire transfer. You would need to provide the originator's name, address and account number; beneficiary bank, beneficiary name, address, and account number; dollar amount and the value date of the wire transfer. Semirepetitive Wire: You would need to provide the dollar amount, the value date, and the message to be included with the wire. All other data is retained by the Wire Transfer system,. Fully Repetitive Wire: You would need to provide the dollar amount and the value date. All other data is retained by the Wire Transfer system. Changes/Notices The individual(s) listed below are authorized to issue wire transfer instructions pertaining to our account(s) at Firstar Bank in accordance with the Transfer of Funds Terms and Conditions. Printed Name Printed Name Printed Name Signature Signature Signature Authorization Information* Customer/Company Name: Phone:( ) Authorized Signer: Date: (Signature) Print Name: 30-1255 8/14/99 Repetitive Wire Authorization 0 Domestic 0 New Repetitive *FJRSTAR Repetitive Code 0 International 0 Change Repetitive 0 Delete Repetitive Originator Information* ORG: ORG/ACCT: ORG Address: City: State: OGB: OGB/ACCT**: OBI: Beneficiary Bank Information* BBK Name: City: State: ABA: BBI**: Country: Foreign Currency: Beneficiary Information* BNF: BNF/ACCT: BNF Address: City: State: RFB: Authorization Information* Customer/Company Name: Authorized Signer: Date: Print Name: Phone:( ) (Signature) *See abbreviated definitions on back. **This information may not be required to complete a repetitive wire request, see definitions. G:\FUNDSTR\MGT\CUSTOMER PACKETrepetitive autho 30-1256 4/14/99 Repetitive Wire Authorization Note: If this repetitive transfer has not been used for a period of six months, it may be canceled without notice. *FIRSTAR *Abbreviated Definitions ORG = Originator: Initiator of the transfer. ORG/ACCT = Originator account number OGB = Originators' Bank: Bank acting for the originator for the transfer OGB/ACCT** = Originator's Bank debit account (if correspondent bank) OBI = Originator to Beneficiary information: information to be conveyed from the originator to the beneficiary BBK = Beneficiary's Bank: Bank acting as financial agent for the beneficiary for the transfer ABA = Beneficiary's Routing Number BBI** = Bank to Bank Information: Miscellaneous information pertaining to the transfer which may include information specifying a bank department, branch, or office for which the information is intended. BNF = Beneficiary: Ultimate party to be credited or paid. BNF/ACCT = Beneficiary account number RFB = Reference for the beneficiary: Reference information enabling the beneficiary to identify the transfer (invoice number, etc.) **This information may not be required to complete a repetitive wire request, see definitions. The customer agrees to notify Firstar Bank Wire Transfer Department in writing of any additions, deletions, or revisions to this authorization. Correspondence should be sent to: Firstar Bank Attn: Wire Transfer 777 East Wisconsin Avenue, JS6N Milwaukee, WI 53202 G:\FUNDSTR\MGT\CUSTOMER PACKETrepetitive autho 30.1256 4/14/99 TRANSFER OF FUNDS TERMS AND CONDITIONS These Terms and Conditions (the "Agreement") establish the agreement by which a Firstar bank ("Bank") will allow a customer ("Customer") who executes the Bank's Wire Transfer Authorization Form to initiate funds transfers from Customer's accounts Bank. This Agreement shall be considered an addendum to any other rules or agreements governing Customer's accounts, provide, however, in the event of any inconsistency between this Agreement and such other rules or agreements concerning a funds transfer, this Agreement will control. 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: (a) The term "Authorized Representative" shall mean the individual or individuals listed in the most current Supplement (as defined below) on file at Bank. (b) The term "Beneficiary" shall mean the person to be paid by a funds transfer initiated by Customer hereunder. (c) The term "CDL" shall mean the Customer Direct Link electronic communications system offered by Bank to depository customers. (d) The term "Covered Account" shall mean each deposit account maintained in the name of Customer at Bank and described in the most current Supplement on file at Bank. (e) The term "Fedwire Regulation" shall mean Subpart B of Regulation J of the Board of Governors of the Federal Reserve System, as amended from time to time. (f) The term "Fedwire" shall mean the funds -transfer system owned and operated by the Federal Reserve Banks that is used primarily for the transmission and settlement of payment orders governed by the Fedwire Regulation. The term "Payment Order" shall mean an instruction to Bank from or in the name of Customer, to pay or cause another financial institution to pay a fixed or determinable amount of money to a Beneficiary. (h) The term "Repetitive Transfers" shall mean funds transfers in which the Covered Account, Beneficiary, Beneficiary's financial institution, and Beneficiary's deposit account are the same for each transfer, and only the date and dollar amount and any optional additional information vary. The term "Security Procedures" shall mean those procedures described in Section 3 below for transmitting Payment Orders to Bank and for verifying such Payment Orders upon receipt by Bank, as such procedures may be amended from time to time by Customer and Bank. (j) The term "Supplement" shall mean Wire Transfer PIN Authorization Form, fully completed and delivered to Bank, and any subsequent amendment thereto (whether or not in the form of or referring to Wire Transfer PIN Authorization Form) complying with Section 8 below. 2. Authorization; Transmittal of Payment Orders. Customer authorizes Bank from time to time to transfer funds of Customer from any Covered Account to any other deposit account of Customer or a Beneficiary at Bank or another financial institution, or to another financial institution for the benefit of Customer or a Beneficiary, when requested to do so in a Payment Order from an Authorized Representative or any person purporting to be an Authorized Representative. Payment Orders may be transmitted to Bank by any means approved by Bank, including oral, written, or electronic communication. Bank is authorized to electronically record all oral Payment Orders and to retain such recordings as long as Bank considers it necessary. If a Payment Order received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with the Security Procedures with respect to such Payment Order, then such Payment Order shall be deemed effective as Customer's Payment Order, and Customer shall be obligated to pay to Bank the amount of such Payment Order as provided herein, even if such Payment Order was not authorized by Customer. If a Payment Order received by Bank was in fact transmitted or authorized by Customer, then Customer shall be obligated to pay to Bank the amount of such Payment Order as provided herein, whether or not Bank acted in compliance with the Security Procedures with respect to such Payment Order. 3. Use of Security Procedures. Customer agrees that Bank will use the Security Procedures described below (or any Security Procedures subsequently agreed to by Customer and Bank) to detect unauthorized Payment Orders prior to execution of such Payment Orders by Bank. Customer agrees that the Security Procedures are commercially reasonable and are designed solely for verification of Payment Orders by Bank and not for the detection of errors or the protection of Customer. Customer acknowledges that some of the Security Procedures which Bank offers are available only if Customer transmits Payment Orders directly to Bank's funds transfer department by telephone, computer, or other electronic means. Accordingly, Customer acknowledges that if Customer issues a Payment Order to a representative of Bank outside Bank's funds transfer department, Customer will be deemed to have refused such Security Procedures and (g) (i) to have agreed to be bound by any such Payment Order, whether or not authorized, which is issued in Customer's name and accepted by Bank in good faith. Bank offers the following Security Procedures: (a) Bank shall not accept any Payment Order unless issued by an Authorized Representative or a person purporting to be an Authorized Representative. No Payment Order shall instruct Bank to debit any deposit account o Customer at Bank other than a Covered Account. If a dollar limit is listed next to the name of any Authorized Representative, Bank shall not accept any Payment Order issued by such Authorized Representative or a person purporting to be such Authorized Representative in excess of such limit. (b) Bank shall assign to each Authorized Representative a unique personal identification number ("PIN"). Such PIN shall be furnished to Bank whenever a Payment Order is issued and shall be conclusive identification of the sender. (c) If Bank or Customer determines that certain funds transfers have become Repetitive Transfers, Bank may assign a repetitive code to Payment Orders pertaining to such Repetitive Transfers. If Bank does so, Customer may use such repetitive code as part of an expedited procedure in issuing any such Payment Order in the future, and Bank may execute any Payment Order containing such repetitive code. (d) If a Payment Order instructs Bank to pay more than a dollar amount established by Bank from time to time in its sole discretion to a Beneficiary other than Customer, or if an Authorized Representative or a person purporting to be an Authorized Representative issues a Payment Order in a dollar amount in excess of the dollar limit assigned to such Authorized Representative, or if any special instructions of Customer so require, Bank shall call back an Authorized Representative, without regard to any dollar limit assigned to such Authorized Representative receiving such call, but other than the Authorized Representative issuing or purportedly issuing such Payment Order if reasonably possible, to verify such Payment Order. If reasonably possible, the Bank officer or employee making such call shall not be the Bank officer or employee to whom such Payment Order was issued. (e) This subparagraph applies only if Bank provides CDL to Customer. Customer shall provide, on its premises and at its sole expense, a data terminal linked to CDL. Customer agrees to maintain such data terminal in proper working condition and repair. Customer shall follow all procedures relating to CDL contained in any supplemental materials, users guides, or the like from time to time provided to Customer by Bank, but only to the extent not inconsistent with the provisions of this Agreement. Customer shall provide such additional information an, execute such additional documentation relating to CDL as Bank may from time to time require. The provisions of this subparagraph are in addition to, and not in substitution of, subparagraphs (a) through (d) above. Any special instructions of Customer respecting Security Procedures shall be in writing delivered to Bank and, if expressly agreed to by Bank, shall be deemed incorporated by reference into this Agreement. 4. Execution of Payment Orders. Bank in its sole discretion may execute Payment Orders in any order convenient to Bank and may select such means and routes for the transfer of funds as Bank considers appropriate under the circumstances. Without any limitation of the foregoing, unless Bank notifies Customer to the contrary, Bank shall use Fedwire to effect all funds transfers to deposit accounts maintained at financial institution offices or branches located in the United States. Unless Bank and Customer otherwise agree with respect to any Payment Order, Bank shall execute each Payment Order on the business day when received by Bank, provided that Customer shall have transmitted such Payment Order to Bank prior to the daily cutoff time established by Bank from time to time. Bank in its sole discretion may attempt to execute on a same-day basis a Payment Order received after such daily cutoff time, but shall have no obligation to do so. Customer acknowledges that if a Payment Order describes the Beneficiary or any financial institution inconsistently by name and account or other identifying number, Bank and the Beneficiary's financial institution may execute and accept such Payment Order on the basis of the account or other identifying number, even if such number identifies a person other than the named Beneficiary or financial institution, and Customer's obligation to pay the amount of such Payment Order is not excused in such circumstances. Bank has no duty to detect any such inconsistency in identification. 5. Rejection of Payment Orders; Overdrafts. Bank has the right to refuse to execute any Payment Order for any reason. If a Payment Order creates an overdraft in the Covered Account to which such Payment Order relates, Bank is authorized to charge any deposit account of Customer at Bank to the extent of any insufficiency in the applicable Covered Account without any obligation to give prior notice thereof to Customer. If more than one Payment Order is made at or about the same time and the available funds in the applicable Covered Account(s) do not cover all of such Payment Orders, Bank may at its option execute as many of such Payment Orders as possible within the dollar limits of such available funds in any order convenient to Bank and not to Customer. Bank's rejection of any Payment Order is effective when given if the notice of rejection is given either by the same means by which such Payment Order was transmitted to Bank or by any other means reasonable under the circumstances. (0 6. Cancellation o receives the co on such comm to a Payment Procedures are amendment. If Order, Bank in not be liable to is effective, Cu suffered by Ba 7. Account Reco Bank hereunde either an advice by Customer, a the amount in along with the r after Bank mail not be entitled Customer beca are not submitt 8. Authorized Re Supplement (si Customer's fun deletions from authority of Au received such to the most curr Customer shall Authorized Rep who is authoriz to time in effect 9. Protection of confidential pas device, Custom implement such shall immediate Bank reserves t 10. Liability; Inde will exercise or by Customer o shall extend onl reimbursement shall Bank be r perform its obli computer failure or other third -p or, without limi Bank from and out of Bank's a 11. Cooperation; any Beneficiary request, but wit generally do all Bank to recove reporting requi government aut to be appropriat Amendment of Payment Orders. Any Payment Order may be cancelled or amended, but only if Bank munication to cancel or amend at a time and in a manner affording Bank a reasonable opportunity to act ication before Bank executes such Payment Order. If any Security Procedures were used with respect rder, a communication is not effective to cancel or amend such Payment Order unless such Security lso used with respect to the cancellation or amendment, or unless Bank agrees to such cancellation or ustomer requests cancellation or amendment of a Payment Order after Bank has executed such Payment is sole discretion may attempt to recover the funds so transferred on behalf of Customer, but Bank shall ustomer for Bank's failure or inability to do so; and whether or not any such cancellation or amendment omer shall be liable to Bank for any loss and expenses, including reasonable attorneys' fees, incurred or as the result of such cancellation or amendment or attempted cancellation or amendment. filiation. Bank shall notify Customer of each Payment Order and amended Payment Order executed by by any means approved by Bank including oral, written, or electronic communication, in the form of or a periodic account statement. Customer agrees to notify Bank of any Payment Order not authorized y funds transfer to a Beneficiary not intended by Customer, any funds transfer in an amount greater than ded by Customer, and any payment duplicative of a funds transfer previously initiated by Customer, levant facts relating to the alleged unauthorized or erroneous transfer, within fourteen (14) calendar days such notification to Customer. If Customer fails to provide such notification to Bank, Customer shall interest on any amount which Bank may be required hereunder or under applicable law to refund to e of such unauthorized or erroneous transfer. Any claims arising by reason of any funds transfer which to Bank in writing within six months after Bank mails notification thereof to Customer shall be void. resentative or Covered Account Designations. Customer agrees to promptly deliver to Bank an updated ned by an officer, partner, employee, or agent of Customer authorized to direct funds transfers of s pursuant to depository resolutions of Customer from time to time in effect at Bank) whenever there are additions to the lists of Authorized Representatives or Covered Accounts or changes in the funds transfer orized Representatives, all as set forth on the most current Supplement on file at Bank. Until Bank has updated Supplement and has had a reasonable time to act thereon, Bank may continue to act pursuant nt Supplement on file at Bank. From time to time at intervals satisfactory to Bank in its sole discretion, confirm to Bank that the individuals listed on the most current Supplement on file at Bank remain esentatives. Customer warrants and represents that each Authorized Representative shall be a person d to direct funds transfers of Customer's funds pursuant to depository resolutions of Customer from time at Bank. ecurity Procedures. Whenever the Security Procedures include the assigning to Customer of any word, identification code, personal or location identification number, repetitive code, or similar security r shall not disclose such security device except to an Authorized Representative. Customer shall safeguards as are reasonably necessary to ensure the confidentiality and integrity of such devices and y notify Bank if the confidentiality or integrity of any such security device is breached or threatened. e right to change any such security device from time to time upon notice to Customer. nification. Bank's duties and responsibilities are limited to those described in this Agreement. Bank nary care in performing its obligations under this Agreement and will be responsible for any loss sustained y to the extent such loss is caused by Bank's reckless or willful misconduct. Bank liability in any case to the resulting direct loss or damages and not to any consequential or special loss or damages or to the f attorneys' fees paid or incurred by Customer in enforcing any provision hereof. Under no circumstances sponsible for any liability, loss, or damage resulting from any delay in the performance of or failure to ations under this Agreement which is caused by any: act of God; fire or other catastrophe; electrical or acts of, or delays or failure to act by, any carrier or agent (including, without limitation, any funds -transfer y communications system) operating between Bank and Customer or any Beneficiary or their personnel; ng the generality of the foregoing, any other cause beyond Bank's control. Customer shall indemnify gainst all claims, demands, costs, expenses (including reasonable attorneys' fees), loss, or damage arising ting or refusing to act upon any Payment Order in accordance with the terms of this Agreement. onsent. In the event that Bank is entitled under the law governing mistake and restitution to recover from all or any part of a funds transfer made to such Beneficiary hereunder, Customer shall upon Bank's out expense to Bank, testify in any legal proceedings, sign all lawful papers, make all lawful oaths, and other and further lawful acts, deemed necessary or expedient by Bank or its counsel to assist or enable from such Beneficiary. Customer acknowledges that Bank may have certain legal recordkeeping and ments with respect to services provided under this Agreement and consents to Bank's disclosure to orities of information concerning Customer and transactions under this Agreement which Bank believes or necessary to fulfill such legal requirements. v ' 12. Foreign Currency. If any Payment Order requests payment in United States dollars to a foreign country, or if Bank refunds to Customer any amount in respect of a Payment Order payable in a foreign currency, such payment or refund may at Bank's option be converted to or from the applicable foreign currency from or to United States dollars at the prevailing rate of exchange at the time of such payment or refund. 13. Fees. Customer agrees to pay Bank all fees for funds transfer services rendered to Customer at the rates from time to time in effect at Bank for such. Bank may deduct such fees from any Covered Account or any other deposit account of Customer at Bank. 14. Termination. Either Customer or Bank may terminate this Agreement upon written notice to the other; provided, however, that such notice shall not be effective with respect to the exercise of any powers or authorities by Bank prior to the receipt of such notice and then not until the expiration of a reasonable time thereafter for Bank to act thereon; and provided, further, that the obligations of Customer to Bank contained in Sections 6, 10, and 11 above shall survive termination of this Agreement. 15. Notice. Except as otherwise provided in this Agreement, all notices or other communications required under this Agreement shall be in writing and may be personally served or sent by United States mail and shall be deemed given when delivered in person or upon deposit in the United States mail, postage prepaid, addressed as follows: if to Customer, at the address listed for Customer in the most current Supplement on file at Bank; if to Bank, addressed c/o Funds Transfer Department, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202; or such other address as such party shall have given the other in writing for purposes of notice. 16. Binding Effect. This Agreement shall bind and benefit the parties and their respective successors and assigns. None of the terms of this Agreement may be waived except as Bank may consent thereto in writing. Bank may amend any of the terms of this Agreement upon notice to Customer. No delay on the part of Bank in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies specified herein are cumulative and are not exclusive of any rights or remedies which Bank would otherwise have. 17. Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the law of the state where Bank's main office is located, except to the extent superseded by Federal law; provided, however, that with respect to any funds transfer any part of which is carried out through Fedwire, Customer acknowledges that the rights ani obligations of Customer and Bank are governed by the Fedwire Regulation. Any provision of this Agreement which may prove unenforceable under such law shall be ineffective to the extent of such provision, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 18. Entire Agreement. This Agreement supersedes all previous agreements and understandings, either written or oral, between Customer and Bank respecting any Payment Order hereinafter issued by Customer. 30-1214 3/99 BUSINESS REPLY MAIL FIRST CLASS MAIL PERMIT NO. 7214 MILWAUKEE, WI POSTAGE WILL BE PAID BY ADDRESSEE FIRSTAR BANK WIRE TRANSFER CENTER PO BOX 532 MILWAUKEE WI 53201-9989 11111111111111111111111111111111111111111111111111111 NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES MEMEORANDUM DATE: MAY 2, 2000 TO: JOYCE LUND, ACCOUNTANT FROM: RY-CHEL GAUSTAD, CMC CITY CLERK RE: RESOLUTION 2000-47 CHANGE OF SIGNATORIES ON CITY FIRSTAR ACCOUNTS & AUTHORIZATION FOR WIRE TRANSFERS ATTACHED PLEASE FIND THE ORIGINAL ABOVE-MENTIONED RESOLUTION. PLEASE SUBMIT THIS PAPER WORK TO THE BANK DURING YOUR NEXT VISIT. IF YOU HAVE QUESTIONS, DO NOT HESITATE TO CALL ME AT 982- 2406. THANK YOU FOR YOUR HELP IN THIS MATTER.