nn~~,~~~' ~ SECRETARY'S CERTIFICATE -CORPORATE DEPOSITORY RESOLUTION ,T TO: FIRST NATIONAL BANK OF OMAHA OMAHA, NEBRASKA 1, THE UNDERSIGNED, hereby certify that I am Kerr County Clerk KERR ODiIrTPY (Name of Corporation) a corporation duly organized and existing under the laws of the State of 7'EXA.S (State) ("CORPORATION"); that the following is a true copy of a resolution duly adopted by the Board of Directors of said CORPORATION at a meeting duly held on the 1st day of February , 2005 , at which a quorum was present; and that such resolution has not been rescinded or modified. BE [T RESOLVED that the First National Bank of Omaha ("BANK") be designated as a depository of the funds of this CORPORATION and all checks, drafts, or other orders for payment of money may be endorsed for deposit by stamp or personal endorsement of any officer, agent or employee and deposited in said account(s). BE IT FURTHER RESOLVED that disbursements from the depository account(s) of the CORPORATION shall require the following number of signatures: Account Number Number oJSignatures Required (One, Two, etc.) A. 110191207 No checks written on account; Payable thru drafts only. B. C. BE IT FURTHER RESOLVED that the following: O~ce/Title or Name oJlndividual (Print) 1. Barbara Nemec, County Treasurer 2. Tommy Tomlinson, County Auditor Mindy L. Williams, Asst. County Auditor_ Account(s) Authorized 4. Judy Carr, Chief Deputy Treasurer ~~ (~-L~ 5. Jacc7ueta.ne Magenlleimer, Deputy Treasurer be and hereby are authorized to draw checks, drafts, or other orders for the payment of money on the CORPORATION depositary account(s) and the BANK is authorized to honor the same including checks, drafts and other orders for the payment of money drawn in the CORPORATION's name, including, without limitation, orders payable to the CORPORATION or to the individual order of any signing person(s) or payable to the BANK or others for the account of such person(s) or tendered in payment of the obligations of such person(s), including when bearing or purporting to bear the facsimile signature(s) of the above named person(s), and the BANK shall be entitled to honor and charge the CORPORATION and its account for such drags or other orders notwithstanding the fact that the facsimile signature thereon was obtained or used without the authority of any of the persons named herein and regardless of by whom or by what means the actual or purported facsimile signature or signatures resemble the facsimile specimens filed with the BANK. This authorization shall remain in effect until the BANK receives written notice of revocation and has a reasonable opportunity to act thereon. BE IT FURTHER RESOLVED that any one of the following (print O~ce/Titles or Names oJlndividuals): 1. Barbara Nemec, County Treasurer. 2, Tommy Tomlinson, County Auditor 3. Mindy L. Wi)_]_iams, Asst. County Aud3_tor q, Judy Carr, Cri~_ef Deputy Treasurer 5. Jacc~.tel.i_ne Magenhe imer, Deputy Treasurer are hereby authorized to instruct the BANK to open additional accounts in the name of the CORPORATION and to add or delete authorized signers to any existing or additional accounts. The BANK may accept such instructions orally, but is entitled to require written confirmation thereof. Upon acceptance of such instructions, the BANK may so note on its records (including, but not limited to, any Secretary's Certificate with respect to these resolutions), and need not require a copy of any additional resolutions or any certificate with respect thereto. BE IT FURTHER RESOLVED that Mutual of Omaha ("Mutual ") is hereby authorized to negotiate and enter into on behalf of the CORPORATION the agreements Identified in the attached Exhibit A (the "Agreements"). As our agent, M.titttal is further authorized to take 0l -3 86498 02 suc'~ actress a~~d to transact any and all such business with and through the BANK as is necessary or advisable in furtherance of the Agreements and these Resolutions. Any and all transactions with the BANK by Mutual on behalf of the CORPORATION prior to the adoption of ~;ris Resolution (whether involving deposits, withdrawals, discounts, borTOwings or otherwise) are in all respects hereby ra4fied, approved and confirmed. The BANK is hereby entitled. without further inquiry or investigation, to assume the actions of Mutual are appropriate and authorized by the CORPORATION. This authorization shall remain in effect until the BANK receives written notice of rcvocaUon and has a reasonable opportunity to act thereon. BE IT FURTHER RESOLVED that the BANK is hereby authorized to make advances of credit to prevent overdrafts on the foregoing accounts, including, without limitation, advances made pursuant to a First Business Credit Line Agreement which may now or hereafter be executed by any of the officers or individuals identified in the immediately preceding resolution, and the CORPORATION agrees to repay such advances according to the terms established by the BANK from time to time or as set forth in the First Business Credit Line Agreement, if executed. BE IT FURTHER RESOLVED that, although BANK has no obligation to do so, in the event BANK determines that forgery or fraud has occurred or been attempted with respect to any account of CORPORATION, BANK may close such account, reopen a new account under the same terms as the closed account, and so note on its records (including, but not limited to, any Secretary's Certificate with respect to these resolutions), and need not require a copy of any additional resolutions or any certificate with respect thereto. BE IT FURTHER RESOLVED that the power and authority granted by this resolution shall continue in full force and effect until notice in writing is given to the HANK of the cancellation or modification thereof. [ FURTHER CERTIFY, that there is no provision on the charter or By-Laws of said CORPORATION limiting the power of the Board of Directors to pass the foregoing resolution, that the same is in conformity with the provisions of said charter and By-Laws and that if a corporate seal is required by the By-Laws for [his certificate, such seal is affixed. I FURTHER CERTIFY, that the following are those persons now authorized to act as set forth by this resolution, holding office in said corporation as indicated, and aze genuine signatures opposite their respective names: O~ce/Title Name of Individual (Print) l . _ County Judge Pat '1'in1 Ay r ~, 2. County Treasurer Barbara Nemec 3. County Clerk Jannett Pieper 5. 6. 7. 8. (Facsimile) (Facsimile Specimen) I CERTIFY, under penalties of perjury, that (1) the number shown on this document is the correct taxpayer identification number of the CORPORATION (or the CORPORATION is waiting Jor a number to be issued) and (1) that the CORPORATION is not subject to backup withholding because it is exempt from backup withholding. Taxpayer Identifeeation Number certification instructions -You must cross out item (1) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends an your tax return. However, if after being not fed by IRS that you were subject to backup withholding you received another notification Jrom IRS that you are no longer subject to backup withholding, do not cross out item (1). The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. 74-6002494 Federal Taxpayer Identification Number et~~~~-~( IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of said this ~_ day of (Si ature: Ol -386498.02