COB_FS3_Bid_Packet_FINAL.pdf

INVITATION TO BIDDERS

NOTICE IS HEREBY GIVEN THAT THE BOARD OF PUBLIC WORKS OF THE CITY OF BLOOMINGTON, INDIANA WILL

RECEIVE SEALED BIDS FOR THE BELOW-DESCRIBED WORK AT THE LOCATION INDICATED.

Bloomington Fire Station 3 Renovation / Addition

This project shall include but not limited to, furnishing all necessary labor, materials, and equipment for the renovation and addition to Bloomington Fire Department Station 3, located at 810 Woodlawn

Ave., Bloomington, IN 47408. The Work will be divided into (3) Bid Packages- Bid Package 1 – General

Trades, Bid Package 2 – Mechanical and Plumbing, and Bid Package 3 – Electrical. Detailed scopes of work are included in the front end specifications.

Bids are to be submitted in proper form, as described in the “Instructions to Bidders” included in the Bid

Packet, which can be found on the City’s website at https://bloomington.in.gov/rfp.

A pre-bid meeting will be held at BFD Station #3, 810 Woodlawn Ave., Bloomington, IN 47408 at 1:00

PM on Tuesday, October 8, 2024. Attendance at the pre-bid meeting is encouraged but not mandatory for contractors wishing to bid on the project.

Sealed bids shall be received by the Department of Public Works at City Hall, 401 North Morton Street, Ste. 120, Bloomington, Indiana, 47404, at or before 11:00 AM local time on Monday, October 21, 2024.

Bids will be publicly opened and read aloud at a work session of the Board of Public Works at Noon local time on Monday, October 21, 2024, in the Council Chambers (RM #115) of City Hall at the Showers

Building, 401 N. Morton Street, Bloomington, Indiana, and via Zoom by using the link found in the

Meetings column of the following webpage: https://bloomington.in.gov/boards/public-works. Any Bids received after the designated time will not be considered. Bids will be reviewed, and the award may be made at the November 4, 2024, Board of Public Works meeting, or a subsequent meeting, which will be held in the Kelly Conference Room of City Hall at the Showers Building, 401 N. Morton Street, (RM #155), Bloomington, Indiana and is accessible online by using the link provided above.

Each Bidder shall file with his or her sealed bid:

(1) a properly executed Non-collusion Affidavit as required by the laws of the State of Indiana;

(2) a Questionnaire Form 96 of the State Board of Accounts;

(3) a cashier’s check or certified check drawn on an acceptable bank or a Bid bond equal to five (5) percent of the total amount of bid;

(4) a properly executed Employee Drug Testing Program Affidavit for a public works project estimated to cost at least $150,000; and

(5) a copy of the bidder’s written plan for an employee drug testing program to test the employees of the bidder for drugs.

For bids of $100,000.00 or more, the successful bidder shall furnish both a performance bond and a payment bond for one hundred percent (100%) of the contract amount before the execution of the contract. The performance bond and the payment bond shall remain in effect for a period of one (1) year after final acceptance of the work.

Each Bidder for bid submittals over $10,000.00 shall have approved by the City of Bloomington Contract

Compliance Officer, Audrey Brittingham, the Bidder’s written Affirmative Action Plan (AAP). Submitting your AAP before the bid deadline is strongly recommended so that Legal can review your plan to ensure it complies with the City’s requirements. Bidders who fail to submit acceptable Affirmative Action Plans could be subject to disqualification if the plan does not comply with City requirements. Each Bidder must ensure that all employees and applicants for employment are not discriminated against because of race, religion, color, sex, national origin, ancestry, disability, sexual orientation, gender identity, veteran status, or housing status. All the protected classes must be included in your Affirmative Action Plan for it to be acceptable. In addition to other requirements, your plan MUST include a workforce breakdown, an internal grievance procedure, a non-retaliation statement, an harassment plan, designation of a person by name or position who is responsible for the implementation of the Plan, applicability to both applicants and employees, recruitment of minorities, equal access to training programs, and an explanation of your method of communicating the operations of your Affirmative Action Plan to employees and prospective applicants. Plans should be submitted for approval via email to Audrey

Brittingham, Contract Compliance Officer, at audrey.brittingham@bloomington.in.gov. She may also be contacted at (812) 349-3426, 8:00 a.m. to 5:00 p.m., Monday through Friday.

If your company already has a plan on file with the City, you are strongly encouraged to check with the

City's Legal Department to ensure it complies with current requirements, including having a workforce breakdown form that is no more than six months out of date. If you already have a plan, but it does not cover all of the City’s current requirements, you may submit a separate supplement with your plan to fill any gaps.

In accordance with Indiana Code § 36-1-12-24, each Contractor who submits a bid for a public works project estimated to cost $150,000 or more shall submit with his/her bid a written plan for an employee drug-testing program that complies with Indiana Code 4-13-18, et seq.

For Bids over $300,000 on Public Works projects that are not for the construction, alteration, or repair of a highway, street, or alley, the Contractor must be pre-qualified with the Indiana Public Works

Certification Board under Indiana Code § 4-13.6-4-2.5.

The Board of Public Works reserves the right to waive any informality and to accept or reject any or all bids submitted. Bids may be held by the Board of Public Works for a period not-to-exceed sixty (60) days from the date of the opening of Bids for the purpose of reviewing the Bids and investigating the qualifications of the Bidders prior to awarding the contract.

City of Bloomington, Indiana

Board of Public Works

Kyla Cox Deckard, President

SECTION II

INSTRUCTIONS TO BIDDERS

INSTRUCTIONS TO BIDDERS

1.00 CONTRACT DOCUMENTS: Contract Documents that will form the Contract are:

1. The Agreement and its Attachments

2. The Invitation to Bidders

3. The Instructions to Bidders

4. The Performance Bond and the Payment Bond

5. The Specifications

6. The General Conditions

7. The Supplementary Conditions

8. The Special Conditions

9. The Escrow Agreement

10. Request for taxpayer identification number and certification: Substitute W-9.

11. All Addenda to the Bid Documents

12. All Written Amendments and other documents amending, modifying, or supplementing the

Contract Documents which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto.

13. CONTRACTOR’S submittals

14. All plans as provided for the work that is to be completed.

1.01 DEFINED TERMS:

1.01(A) Bidder: The individual or entity who submits a Bid directly to the Owner.

1.01(B) Successful Bidder: The lowest responsible and responsive Bidder to whom Owner makes an award.

1.02 INSPECTION OF THE SITE: Bidder shall examine each of the Contract Documents, visit the site of the work and thoroughly and fully inform themselves of the construction hazards, procedures, labor, conditions and factors, which could affect the prosecution and completion of the work. Such considerations shall include; the conditions of existing structures and facilities which may be affected by the proposed work, the procedure necessary for maintenance of uninterrupted operation of existing facilities, the availability and cost of labor and methods for transporting, handling, and storage of materials and equipment. All such factors shall be properly investigated and considered in the preparation of the Bidder’s Bid. There will be no subsequent financial adjustment to any contract for lack of such prior information or its effects on the cost of the work.

1.03 OMISSIONS AND DISCREPANCIES: Should Bidders find discrepancies in, or omissions from, the Contract Documents, or should they be in doubt as to their meaning, written notification should be made to the Project Manager. Interpretation of the proposed contract documents will be made only by written addendum. A copy of each addendum will be posted at the City’s website at https://bloomington.in.gov/rfp. The Owner will not be responsible for any other explanations or interpretations of the proposed contract documents.

1.04 PRE-BID CONFERENCE: A non-mandatory pre-bid conference may be held at the time and location indicated in the Advertisement or Invitation to Bid. Representatives of Owner and Project

Manager will be present to discuss the Project. Bidders are encouraged to attend and participate in the conference; however, attendance at this conference is not required to submit a Bid.

Information presented at the pre-bid conference does not alter the Contract Documents. Owner will issue Addenda to make any changes to the Contract Documents that result from discussions at the pre-Bid conference. Information presented, and statements made at the pre-bid conference will not be binding or legally effective unless incorporated in an Addendum.

1.05 INTERPRETATIONS AND ADDENDA: Owner on its own initiative may issue Addenda to clarify, correct, supplement, or change the Bidding Documents.

Bidder shall submit all questions about the meaning or intent of the Bidding Documents to the

Construction Manager in writing. Contact information and submittal procedures for such questions are as follows:

Weddle Bros. Building Group, LLC

Preconstruction Manager

Attn: Jeff Bex

Email: jbex@weddlebros.com

Interpretations or clarifications considered necessary by City of Bloomington in response to such questions will be issued by Addenda and posted at https://bloomington.in.gov/rfp. Questions received fewer than four (4) working days prior to the date for opening of Bids may not be answered.

Only responses set forth in an Addendum will be binding. Oral and other interpretations or clarifications will be without legal effect. Responses to questions are not part of the Contract

Documents unless set forth in an Addendum that expressly modifies or supplements the Contract

Documents.

2.00 BIDS: Pursuant to the “Invitation to Bidders” sealed Bids for performing the work shall be received by the

Department of Public Works, at City Hall, 401 North Morton Street, Ste. 120, Bloomington, Indiana, 47404 at or before 11:00 AM local time on Monday, October 21, 2024. Bids will be publicly opened and read aloud at a work session of the Board of Public Works at 12:00 Noon local time on Monday, October 21, 2024, in the Council Chambers (RM #115) of City Hall at the Showers Building, 401 N. Morton Street, Bloomington, Indiana, and via Zoom by using the following link: https://bloomington.in.gov/boards/public-works. Any

Bids received after the designated time will not be considered. Bids will be reviewed and the award may be made at the November 4, 2024, regular meeting of the Board of Public Works, which will be held in the

Kelly Conference Room of City Hall at the Showers Building, 401 N. Morton Street, Bloomington, Indiana, and is accessible online using the link provided above. If requested by the Project Manager, the City’s

Substitute IRS W-9 form shall be executed by the Bidder and received by the City before the issuance of a contract or Notice to Proceed to the Bidder.

2.01 BASIS OF BID: Bidders must submit a lump sum bid for each applicable bid package indicated on the bid form. Any applicable alternates and unit prices shall also be submitted.

2.02 BID FORM: Each Bid shall be legibly written or printed in ink on the Bid Form with Unit Prices provided if applicable. All addenda to the Contract Documents on which a Bid is based, properly signed by the Bidder, shall accompany the Bid when submitted. No alteration in any Bid, or in the

Bid Form on which it is submitted, shall be made by any person after the Bid has been submitted by the Bidder

2.03 BID SIGNATURES: Each Bidder shall sign his/her Bid using his/her usual signature and giving his/her full business address. Bids by partnerships shall be signed with the partnership name followed by the signature and designation of one of the partners or other authorized representative.

Bids by corporations shall be signed with the name of the corporation followed by the signature and designation of the president, secretary, or other person authorized to bind the corporation.

The names of all persons signing should also be typed or printed below the signature. A Bid by a person who affixes to his/her signature the word “president” or “secretary”, “agent”, or other designation without disclosing his/her principal may be held to be the Bid of the individual signing.

When requested by the Owner, satisfactory evidence of the authority of the person signing shall be furnished. No Bidder may submit more than one Bid. Two Bids under different names will not be accepted from one firm or association.

2.04 BID SUBMISSION: Each Bid submitted shall be enclosed in a sealed envelope or wrapping, identified on the outside with the words “SEALED BID”, and the name of the project, and shall be received by the Department of Public Works at City Hall, 401 North Morton Street, Ste. 120, Bloomington, Indiana, 47404 on the date and at the time provided above in 2.00 BIDS.

2.05 INDIANA LEGAL REQUIREMENTS: Each bidder shall submit under oath with his/her Bid a statement of his/her experience, proposed plan for performing the Work, equipment available to perform the work, and a financial statement. The statements shall be submitted on

Questionnaire Form No. 96 of the Indiana State Board of Accounts. Each Bid shall be accompanied by a properly executed Non-Collusion Affidavit as required by the laws of the State of Indiana.

2.06 BID GUARANTEE: Each Bid shall be accompanied by a cashier’s check or a certified check drawn on an acceptable bank, or an acceptable Bidder’s bond in an amount of not less than five percent

(5%) of the total Bid. No personal and/or company checks will be accepted or the Bid shall be deemed unresponsive. The Bid guarantee shall be made payable without condition to the City of

Bloomington, Indiana, hereinafter referred to as “Owner”, and the amount of said Bid Guarantee may be retained by and forfeited to the Owner as liquidated damages if the Bid covered thereby is accepted and a contract based thereon is awarded and the Bidder should fail to enter into a contract in the form prescribed, with legally responsible sureties, within fifteen (15) days after such award is made and confirmed by the Owner.

2.07 RETURN OF BID GUARANTEE: The Bid Guarantee deposit of each unsuccessful Bidder will be returned when his/her Bid is rejected. The Bid Guarantee deposit of the Bidder to whom the

Contract is awarded will be returned when the successful Bidder executes a contract and files a satisfactory performance bond and payment bond. The Bid Guarantee deposit of the second and third lowest responsible Bidders may be retained for a period not to exceed ninety (90) days pending the execution of the Contract and bonds by the successful Bidder.

2.08 WITHDRAWAL OF BID: No Contractor may withdraw his/her Bid for a period of sixty (60) days after the date and hour set for the opening, and the Bidders submitting the three lowest Bids may not withdraw their Bid for a period of one hundred eighty (180) days after the opening date. A

Bidder may withdraw his/her Bid at any time prior to the expiration of the Bid period during which

Bids may be submitted by a written request signed in the same manner and by the same person who signed the Bid.

2.09 ACCEPTANCE AND REJECTION OF BIDS: The Owner reserves the right to accept the Bid submitted by the lowest responsible and responsive Bidder; to reject any or all Bids; and to waive irregularities or informalities in any Bid. Bids received after the specified time of closing will be returned unopened. The acceptance of a Bid shall bind the successful Bidder to execute the

Contract and to be responsible for liquidated damages as provided in Section 4.00 below and in section 13.00 of the General Conditions.

3.00 QUALIFICATION OF BIDDERS: Bidders shall submit satisfactory evidence that they have a practical knowledge of the particular work Bid upon, and that they have the necessary financial resources to complete the proposed work. Each Bidder shall execute completely and accurately 'Questionnaire Form

No. 96' of the Indiana State Board of Accounts’ and shall include the form with his/her Bid. The information contained therein shall be used by the Owner to determine the ability, experience, and capital resources of the Bidder. In determining the Bidder’s qualifications, the following factors will be considered:

whether the Bidder (a) maintains a permanent place of business; (b) has adequate plant and equipment to do the work properly and expeditiously; (c) has the necessary financial resources to meet all obligations incident to the work; (d) has appropriate technical experience; and (e) can be added as an approved vendor to the City of Bloomington. Each Bidder may be required to show that previous work performed has been handled in such a manner that there are no just and proper claims pending against such work. No Bid will be accepted which is submitted by a Bidder who is engaged in any work which would impair their ability to finance the work covered by such Bid or to provide suitable equipment for its proper prosecution and completion.

3.01 PRE-QUALIFICATION OF CONTRACTORS: For bids in excess of $300,000 on Public Works projects that are not considered the construction, alteration, or repair of a highway, street, or alley, the Contractor shall be pre-qualified with the Indiana Public Works Certification Board prior to starting work.

4.00 EXECUTION OF CONTRACT: Any Bidder whose Bid shall be accepted will be required to appear at the office of the Construction Manager, Weddle Bros. Building Group, LLC, located at 2182 W.

Industrial Park Dr., Bloomington, IN 47404, in person, or, if a firm or corporation, a duly authorized representative shall so appear, to execute the Contract within fifteen (15) days after notice that the Contract has been awarded to him/her. Failure or neglect to do so shall constitute a breach of the agreement effected by the acceptance of the Bid. The amount of the Bid Guarantee accompanying the Bid of such

Bidder may be retained by the City as liquidated damages for such breach. In the event that any Bidder whose Bid shall be accepted shall fail or refuse to execute the Contract as hereinbefore provided, the Board of Public Works may at their option, determine that such Bidder has abandoned the Contract and thereupon his/her Bid and the acceptance thereof shall be null and void and the Owner shall be entitled to liquidated damages as provided herein.

4.01 INSURANCE: The Contractor will be required to carry insurance throughout the lifetime of the

Contract, as provided in the General Conditions, the amount of insurance of the various types being not less than the amounts specified therein.

4.02 PAYMENTS: Payment for all work performed under the proposed contract will be made in cash, or its equivalent, by the Owner within sixty (60) days after completion and final acceptance of the work covered by the contract. Partial estimates will be issued and paid as provided in the General

Conditions.

4.03 TIME FOR BEGINNING AND COMPLETING THE WORK: The Contractor shall start active and continuous work on the contract within fifteen (15) calendar days after the date of the notice to proceed. The work will be completed in (3) Subsequent Phases- reference phasing plan in the drawings for inclusions in the phases. Phase 1 shall be complete prior to May 31, 2025. Phase 2 shall be complete prior to August 31, 2025. Phase 3, and final completion of the entire project, shall be complete prior to November 30, 2025. Calendar and work days shall be as defined in the

General Conditions of these documents.

4.04 TAXES: Attention is directed to the requirements of the General Conditions regarding payments of taxes and obtaining permits.

4.05 WORKER’S COMPENSATION: Before any work is started, the Contractor shall obtain from the

Indiana State Industrial Board and file with the Owner, a certificate as evidence of compliance with the provisions of the Indiana Worker’s Compensation Act and the Indiana Worker’s Occupational

Diseases Act.

4.06 PERFORMANCE BOND: For all contracts in the amount of $100,000.00 or more, the Bidder to whom a contract is awarded will be required to furnish a Performance Bond to the Owner in an amount equal to one hundred percent (100%) of the contract price. The bond shall be executed on the form included in the Contract Documents by a surety company authorized to do business in the State of Indiana and acceptable as surety to the Owner. Accompanying the bond shall be a

“Power of Attorney” authorizing the attorney-in-fact to bind the surety company and certified to include the date of the bond. The surety on the Performance Bond cannot be released for one year, and the bond must require that the surety will not be discharged for:

1. modifications, omissions, or additions;

2. defects in the contract; or

3. defects in the Bidding or awarding process.

4.07 PAYMENT BOND: For all contracts in the amount of $100,000.00 or more, the Bidder to whom a contract is awarded will be required to furnish a Payment Bond to the Owner in an amount equal to one hundred percent (100%) of the contract price. The bond shall be executed on the form included in the Contract Documents by a surety company authorized to do business in the State of

Indiana and acceptable as surety to the Owner. Accompanying the bond shall be a “Power of

Attorney” authorizing the attorney-in-fact to bind the surety company and certified to include the date of the bond. The surety on the Payment Bond cannot be released until one year after the

Board’s final settlement with the Contractor, and the bond is required to insure payment of subcontractors, laborers, material suppliers, and persons furnishing services. The bond must provide the same assurances as does the Performance Bond against conditions discharging the surety.

4.08 LOCAL MATERIALS: Preference will be given to materials, products, supplies, and all other articles produced, manufactured, made, or grown in the State of Indiana.

4.09 NON-DISCRIMINATION IN EMPLOYMENT: Each Bidder for Bids over $10,000.00 shall submit and have approved by the City of Bloomington Contract Compliance Officer, Audrey Brittingham, the Bidder’s written Affirmative Action Plan at least twenty-four (24) hours prior, or sooner to the deadline for submission of Bids. Bidders who fail to submit acceptable plans by the deadline are subject to disqualification. Plans shall be emailed to the attention of Audrey Brittingham at audrey.brittingham@bloomington.in.gov. Each Bidder must insure that all employees and applicants for employment are not discriminated against because of race, religion, color, sex, national origin, ancestry, disability, sexual orientation, gender identity, veteran status or housing status. All the protected classes must be included in your Affirmative Action Plan for it to be acceptable. In addition to other requirements, your plan MUST include a workforce breakdown, an internal grievance procedure, a non-retaliation statement, designation of a person by name or position who is responsible for implementation of the Plan, applicability to both applicants and employees, recruitment of minorities, equal access to training programs, and an explanation of your method of communicating the operations of your Affirmative Action Plan to employees and prospective applicants. Audrey Brittingham, Contract Compliance Officer, may be contacted at

(812) 349-3426, 8:00 a.m. to 5:00 p.m. Monday through Friday. The successful Bidder must comply with each section of its Affirmative Action Plan and be prepared to comply in all respects with the contract provisions regarding non-discrimination, which are included in the Employment

Requirement and Wage Rate section. For contracts paid in whole or in part with federal funds, the

Bidder must submit a signed statement as to whether he or she has previously performed work subject to Executive Order 11246. For contracts paid in whole or in part with federal funds, the successful Bidder must, if requested, submit a list of all subcontractors who will perform work on the project, and written and signed statements from authorized agents of the labor pools with which he/she will or may deal for employees on the work, together with supporting information to the effect that said labor pools’ practices and policies are in conformity with Executive Order 11246, and that said labor pools will affirmatively cooperate in, or offer no hindrance to, recruitment, employment, and equal treatment of employees seeking employment, and performing work under the Contract, or a certification as to what efforts have been made to secure such statements when such agents or labor pools have failed or refused to furnish same, prior to the award of the Contract.

4.10 Harassment Policy: Each Bidder required to submit an affirmative action plan now must also submit a harassment plan. The harassment plan must, at minimum, include a definition of harassment, the name or title of the individual designated to receive and investigate complaints and a statement that the contractor will not retaliate against an employee for complaining about harassment. A model harassment policy is included for your convenience in Section IV of this bidding packet, which you may amend and adapt as your own.

4.11 Permits: Contractor is responsible for obtaining all permits.

SECTION III

ESCROW

AGREEMENT

AUTHORIZATION CERTIFICATE

First Financial Bank dba Yellow Cardinal Advisory Group (“Yellow Cardinal”)

Client Name (“Entity”):

Type of Entity:

Principal Address:

Tax ID:

Account:

THE UNDERSIGNED HEREBY CERTIFIES TO YELLOW CARDINAL:

1) That (S)he is authorized, in his/her position as Secretary/President/Member/Manager/General Partner (as applicable) of the Entity, and directed to execute this Authorization Certificate on behalf of Entity.

2) Entity:

a. Is duly organized, validly existing and in good standing in its state of organization as well as in all jurisdictions where Entity operates.

b. Has the power and authority to provide this Authorization, to confer the powers identified in this Authorization Certificate, and to carry on its business as currently conducted.

3) That the following resolutions were duly adopted by the directors, trustees or other governing body of Entity in accord with and pursuant to the charter and other organizational documents of Entity and applicable law and are in full force and effect and have not been modified or revoked.

RESOLVED:

a. That Yellow Cardinal is hereby appointed as an investment manager with full authority to direct the management, acquisition, and disposition of Entity’s assets designated in its agreements with the Yellow Cardinal.

b. That the following persons (“Agents”) are hereby authorized to act on behalf of Entity and appoint Yellow Cardinal as an investment manager with full authority to direct the management, acquisition, and disposition of the Entity’s assets as designated in Entity’s agreements with Yellow Cardinal and provide instructions to Yellow Cardinal and execute documents with Yellow Cardinal on behalf of Entity.

Name: Title

A B C D

c. That Yellow Cardinal is authorized to rely upon and to accept as genuine and authorized the facsimile signature of any Agent or such signatures that resemble facsimile signatures, without any duty to determine the genuineness of such signature or whether it was authorized by Entity.

d. That Entity agrees to the terms, conditions, and applicable rules or regulations of Yellow Cardinal governing accounts and services, as may be amended from time to time pursuant to their terms or as permissible by applicable law or regulation.

e. That the foregoing resolutions shall remain in full force and effect until written notice of their amendment or rescission shall have been received by Yellow Cardinal, and that receipt of such notice shall not affect any action taken by Yellow Cardinal prior to its receipt of such notice. Entity shall indemnify and hold harmless Yellow Cardinal from any loss or damage arising out of any action by Yellow Cardinal in reliance on, or in furtherance of, these resolutions. All transactions, if any, conducted with Yellow Cardinal prior to the adoption of these resolutions are hereby ratified, approved and confirmed.

f. That these resolutions supersede all prior resolutions delivered to the Yellow Cardinal, if any, concerning the above referenced accounts.

4) The preceding resolutions and the powers granted therein conform to the organizational documents of Entity now in effect and said resolutions are in full force and effect and have not been amended or rescinded.

ENTITY SEAL

(Optional)

I have subscribed my name to this document on

March 2022

Signature of Authorized Entity Official

ESCROW AGREEMENT

THIS ESCROW AGREEMENT made as of , 20 by and among the City of Bloomington, Indiana, an Indiana municipal corporation (“Owner”), - , a(n) (________________________ “Contractor”), and FIRST FINANCIAL BANK, an Ohio state chartered bank, dba YELLOW CARDINAL ADVISORY GROUP (“Escrow Agent”).

1. Recitals.

1.1 The City, and Contractor (hereinafter referred to as the “Parties”), simultaneously with the execution and delivery of this Escrow Agreement, have entered into a(n) Agreement for Escrow dated

, 20 (the “Agreement”);

1.2 The City is required by Indiana law to enter into an escrow agreement of funds for construction of public works projects in an amount of $100,000 or more; and

1.3 The City has agreed to place portions of the funds as part of its Agreement with

C_o_n_t_ra_c_t_o_r _ retained by the City (“Deposit”) in escrow with Escrow Agent pending the closing of the transactions contemplated by the Agreement or termination thereof prior to closing; and

1.4 Escrow Agent is willing to hold the Deposit in escrow on the terms and conditions hereinafter set forth.

2. Agreement. In consideration of the foregoing, the parties hereto hereby agree as follows:

2.1 The Deposit.

2.1.1 Delivery of Deposit. The City will deliver to Escrow Agency by wire transfer or certified check immediately available funds, such sum constituting the Deposit.

Escrow Agent will promptly deposit and maintain the Deposit as set forth below.

Investment of Deposit.

Escrow agent will deposit the escrowed funds in a segregated First Financial wealth management cash sweep money market account managed and administered by the escrow agent or one of its affiliates; No deposit of escrowed funds will be invested in investment grade bonds or public securities except by the express written agreement of the parties. Any interest, dividends, or other income accruing on the Deposit will be credited to the Escrow Account. Escrow Agent makes no representation as to the yield of such investment and will bear no liability for any delays in depositing the Deposit or for any failure to achieve the maximum possible yield from such Deposit.

2.1.2 Net Deposit. The Deposit, less any and all transaction or account fees or charges and out-of-pocket expenses of Escrow Agent attributable to, or incurred in connection with, the deposit thereof in accordance with the terms of this Agreement which items may be deducted by the Escrow Agent from the Deposit as set forth below (such net sum being the “Net Deposit”), will be delivered by Escrow Agent in accordance with the terms of this Escrow Agreement to the person or persons entitled thereto or, if pursuant to Section

3.6 hereof, to a substitute impartial party or a court of competent jurisdiction.

Escrow Agent agrees to provide the Parties with copies of each monthly statement for the Escrow

Account for the period for which the Deposit is held by Escrow Agent. As a condition to the delivery of any funds constituting part of the Deposit, Escrow Agent may require from the recipient a receipt therefor and, upon final payment or disposition, may require its release from any liability arising out of the execution or performance hereof, such release to be in a form reasonably satisfactory to Escrow Agent.

2.2 Delivery of Deposit. If the transactions contemplated by the Agreement are consummated as provided therein, then upon delivery of the Payment Certificate in the form attached hereto as Exhibit A and executed by both Parties, Escrow Agent will pay the Net Deposit, plus all accrued interest thereon, less any expenses, including but not limited to attorneys’ fees, as instructed on the Payment Certificate or other joint instruction that complies with Section 3.1 below.

2.3 Effect of Termination of Agreement. If the transactions contemplated by the

Agreement are not consummated as provided therein, then upon delivery of the Payment Certificate in the form attached hereto as Exhibit A and executed by both Parties, Escrow Agent will pay the Net Deposit, plus all accrued interest thereon, less any expenses, including but not limited to attorneys’ fees, as instructed on the Payment Certificate or other joint instruction that complies with Section 3.1 below.

3. General.

3.1 Proper Certificate. In lieu of the presentation of the Payment Certificate described above, any document purporting to be a certificate will be deemed by the Escrow Agent to be a proper certificate or will suffice as a joint instruction if it contains: (i) the name of the payee; (ii) the amount of the payment to be made; (iii) the manner of payment (i.e., by certified or cashiers check, by account-to-account transfer, or by wire transfer, whichever is applicable); and (iv) the signatures of each of the parties hereto, excluding the Escrow Agent.

3.2 Authority of Signatures. Escrow Agent will be entitled to rely upon the authenticity of any signature (and upon any facsimile of a signature as if it were an original signature) and the genuineness and/or validity of any writing received by Escrow Agent from either of the Parties pursuant to or otherwise relating to this Escrow Agreement.

3.3 Authority to Execute. Each signatory to this Escrow Agreement warrants that it has full and complete authority to enter into this Escrow Agreement.

3.4 Request for Written Instructions. The Escrow Agent may at any time request written instructions from the Parties with respect to the interpretation hereof or of action to be taken or suffered or not taken hereunder and, notwithstanding any other provision hereof, will be entitled to withhold (and will not be under any liability to any person for withholding) action hereunder until it has received written instructions signed by all of the Parties.

3.5 Reliance on Advice of Counsel. The Escrow Agent may act upon advice of counsel in reference to any matter connected herewith, and will not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence.

3.6 Inconsistent Notices; Payment Into Court. In the event of the receipt by the

Escrow Agent of any notice, demand, or certificate not provided for or in compliance with this Escrow Agreement or of any inconsistent or conflicting notices or certificates, the Escrow Agent will be protected in taking no action whatsoever with reference to any such notice or demand, unless such inaction constitutes gross negligence or willful misconduct on the part of the Escrow Agent. In case of: (i) receipt of contradictory instructions from the Parties; (ii) any dispute as to any matter arising under this Agreement; or (iii) any uncertainty as to the meaning or applicability of any of the provisions hereof, Escrow Agent may, at its option at any time thereafter, deposit the Deposit and/or documents or assets then being held by it in escrow into a court having appropriate jurisdiction, or take such affirmative steps as it may elect in order to substitute an impartial bank of comparable financial and industrial standing to hold the Deposit and/or documents and will thereby be discharged and relieved of any and all liability hereunder.

3.7 Resignation of Escrow Agent. The Escrow Agent may resign at any time by giving a minimum of 30 days' prior written notice of resignation to the Parties, such resignation to be effective on the date specified in such notice. The Deposit, and any other assets held by the Escrow Agent under the terms of this Escrow Agreement as of the effective date of the resignation, will be delivered to a successor escrow agent designated in writing jointly by the Parties. If no successor escrow agent has been appointed as of the effective date of the resignation, all obligations of the Escrow Agent hereunder will nevertheless cease and terminate, except that the Escrow Agent's sole responsibility thereafter will be to keep safely the Deposit then held by it and to deliver the same to a person designated by both Parties or in accordance with the direction of a final order or judgment or a court of competent jurisdiction.

3.8 Limitation of Duties. The Escrow Agent has no responsibility concerning compliance by the Parties with their duties to each other under this Escrow Agreement or any other agreements. Escrow Agent will have only such duties and obligations as are specifically imposed upon it by the terms and conditions of this Escrow Agreement and no implied duties or obligations will be read into this Escrow Agreement against Escrow Agent.

3.9 Liability of Escrow Agent. The Parties each agree that Escrow Agent will not be liable to either of the Parties for any act or omission hereunder or any matter or thing arising out of its conduct hereunder, except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent will have no liability of any kind with respect to the Deposit other than to hold, invest (if so provided in Section 2.1.2 above) and release the Deposit or otherwise proceed in accordance with the terms of this Escrow Agreement.

3.10 Indemnification. The Parties, jointly and severally, agree to indemnify and hold harmless Escrow Agent from and against any and all costs including its attorney's fees, claims or damages howsoever occasioned that may be incurred by Escrow Agent acting under this Escrow Agreement or to which Escrow Agent may be put in connection with Escrow Agent acting under this Escrow Agreement, except for costs, claims or damages arising out of Escrow Agent's willful misconduct or gross negligence. Following thirty days' notice to each of the Parties, Escrow Agent may charge against the Deposit any amounts still owed to Escrow Agent and may withhold payment of the Deposit as security for any unliquidated claim.

3.11 Fees of Escrow Agent. As payment in full for the service to be rendered by Escrow Agent hereunder, Contractor _________will timely pay to Escrow Agent the fees payable in accordance with Schedule A attached hereto. Contractor____________ agrees to reimburse Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in the performance of its duties hereunder (including) reasonable fees, expenses and disbursements of its counsel). It is understood that Escrow Agent's fee schedule may be adjusted, upon thirty days' notice to each of the Parties, from time to time to conform with its then current guidelines.

3.12 No Obligation to Use Funds. The Escrow Agent will not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and will not be required to take any action which in Escrow Agent's reasonable judgment would cause it to incur expense or liability unless furnished with security and indemnity which it reasonably deems to be satisfactory.

3.13 No Representations. The Escrow Agent makes no representation as to the sufficiency, validity or value of the Deposit or the sufficiency or validity of this Escrow Agreement or any other instrument referred to herein, or as to the correctness of any statement contained herein or therein, except Escrow Agent represents that this Escrow Agreement is binding on Escrow Agent and enforceable against it in accordance with its terms.

3.14 Bond. No bond will be required of the Escrow Agent.

IF TO

3.15 Notices. All notices, demands, requests, consents or approvals and other communications required or permitted hereunder will be in writing and, to the extent required by applicable law, will comply with the requirements of the Uniform Commercial Code then in effect, and will be addressed to such party at the address set forth below or to such other address as any party may give to the other in writing for such purpose:

City of Bloomington 401 N Morton St. Ste 240 Bloomington, In 47404

Attn: Account Manager

WITH A COPY TO

Attn:

Contractor Information

IF TO

WITH A COPY TO

IF TO ESCROW AGENT YELLOW CARDINAL ADVISORY GROUP

125 3rd St., Columbus, IN 47201

Attn: __Lynda Garber, CTFA, Fiduciary Officer

All such communications, if personally delivered, will be conclusively deemed to have been received by a party hereto and to be effective when so delivered; if given by mail, on the fourth business day after such communication is deposited in the mail with first-class postage prepaid, return receipt requested;

or if sent by overnight courier service, on the day after deposit thereof with such service; or if sent by certified or registered mail, on the third business day after the day on which deposited in the mail.

3.16 Modification. This Escrow Agreement will be mutually binding on all parties and may not be modified or amended orally, but only by a writing signed by all parties hereto.

3.17 Headings. The headings contained in this Escrow Agreement are for reference purposes only and will not affect the meaning or interpretation of such instruments.

3.18 Amendments and Modifications. This Escrow Agreement may be amended, modified, superseded, cancelled, renewed or extended and the terms or covenants hereof may be waived only by a written instrument executed by all the parties hereto.

3.19 Entire Agreement. This Escrow Agreement contains the entire agreement between the parties with respect to the escrow transaction contemplated herein and may not be changed or terminated orally.

3.20 Governing Law. This Escrow Agreement will be governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict of law principles.

3.21 Jurisdiction. The Parties hereby irrevocably submit to the jurisdiction of the state court or federal district court having jurisdiction in Monroe County, Indiana, or by written consent of the parties, any state or federal court(s) located within any other county, state or jurisdiction where Escrow Agent is located, in any action or proceeding arising out of or relating to this Escrow Agreement and the parties hereto irrevocably agree that all claims with respect to such action or proceeding will be heard and determined in such federal court.

3.22 Binding Nature; No Third Party Beneficiaries; Assignment. This Escrow Agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns, and will not be enforceable by or inure to the benefit of any third party, except any successor escrow agent. No party may assign any of its rights or obligations under this Escrow Agreement without the written consent of the other parties, except that either of the Parties may assign its rights and obligations hereunder in connection with a permitted assignment of its rights and obligations under the Agreement in which case any signatures required hereunder will be those of such assignee.

3.23 Counterparts. This Escrow Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. Any party so executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

ESCROW AGENT:

YELLOW CARDINAL ADVISORY

GROUP

ESCROW PARTIES:

CONTRACTOR

By:

Name:

Title:

By:

Name:

Title:

CITY OF BLOOMINGTON

Reviewed and Approved By:

Jessica McClellan, City Controller

EXHIBIT A

(FORM OF PAYMENT CERTIFICATE)

[DATE]

Yellow Cardinal Advisory Group 125 3rd St Columbus, IN 47201

Attn: Lynda Garber, Fiduciary Officer

Ladies and Gentlemen:

Pursuant to that certain Escrow Agreement dated as of , 20________ by and among you as Escrow Agent and the undersigned (the “Escrow Agreement”), the undersigned hereby jointly notify and instruct you to wire transfer the balance in the Escrow Account as follows:

The Net Deposit: Bank:

ABA Wire Number:

In the account of:

Reference:

Interest on the Deposit: Bank:

ABA Wire Number:

In the account of:

Reference:

The undersigned, in consideration of the release of funds being held by Escrow Agent, and other good and valuable consideration, receipt of which is hereby acknowledged, hereby releases, acquits and forever discharges the Escrow Agent, and it employees, officers, directors, agents, accountants, attorneys and parent companies, and all direct directors, agents, accounts and attorneys of such parent companies and all employees, officers, and heirs, executors, administrators, successors and assigns of all of the foregoing, jointly and severally (collectively, the “Bank Parties”), of and from all and any manner of action, actions, cause and causes of action, suits, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, agreements, promises, obligations, defenses, offsets, counterclaims, damages, judgments, claims, demands and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, in law or in equity, that any one or more of the undersigned had, have, may have or may in the future have against any one or more of the Bank Parties arising out of, for or by reason of or resulting from or in any way related, directly or indirectly, to the Escrow Agreement. In addition, the undersigned, jointly and severally, agree not to commence, aid, cause, permit, join in, prosecute or participate in any suit or other proceeding in a position which is adverse to any of the Bank Parties, which suit or proceeding arises from or relates to, in whole or in part, directly or indirectly, any of the foregoing matters.

Sincerely, THE ESCROW PARTIES:

City of Bloomington

Contractor

Email:

SCHEDULE A

ESCROW FEE SCHEDULE

Escrow Agreement dated , 20 , between Yellow Cardinal Advisory Group City of Bloomington , and ____ ______. (Contractor)

The Escrow Agent will receive the following fee pursuant to the Yellow Cardinal Advisory Group published schedule, enclosed.

Fee is $100 per account, per year and will be deducted from the Escrow Balance at the Release of Escrow funds to Contractor.

Schedule of Fees

Escrow Account

For normal services of First Financial Bank dba Yellow Cardinal Advisory Group ("Yellow Cardinal") as Escrow Agent Under Agreement, Yellow Cardinal's fees are based on initial market value, as determined by Yellow Cardinal. Separate charges and fees may apply for additional escrow transactions. Fees are charged to the account or billed in the Client. Fees are as follows:

* The City of Bloomington Escrow accounts will be charged a flat fee of $100.00 per account, per year.

The Mutual Fund Compensation Disclosure and the relevant mutual fund prospectuses contain information regarding mutual fund fees and expenses and compensation which may be paid to Yellow Cardinal for services provided to certain mutual funds. You may obtain the Mutual Fund Compensation Disclosure and prospectuses from your account representative.

First Financial Wealth Management utilizes a First Financial Bank sponsored money market sweep deposit account as the primary sweep vehicle for this account. This sweep vehicle will not be subject to redemption fees or suspended withdrawals.

Termination Fees

Upon closing account and distribution of property, escrow agency may charge a reasonable termination fee.

Tax Reporting An account will be charged for the preparation of federal and state income tax documents as required by law.

Additional Information

Other out-of-pocket expenses may be charged to the account, if and when incurred, which may include but are not limited to, the following:

• Registered mail services;

• Courier delivery services;

• Unusual or complicated asset re-registration;

• Unusual or complicated asset transfers;

• Excessive statement reproduction requests; or,

• Other extraordinary demands;

• Wire fees; and

• Legal fees as incurred.

COMMENTS: The City of Bloomington Escrow accounts will be charged a flat fee of

$100.00 per account, per year.

Client will be advised of any revisions to this schedule

June 2022

Form #8558 Beneficial Ownership Certification Form - 1-2021

GENERAL INSTRUCTIONS

What is this form?

To help the government fight financial crime, Federal regulation requires certain financial institutions to obtain, verify, and record information about the beneficial owners of legal entity customers. Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud, and other financial crimes. Requiring the disclosure of key individuals who own or control a legal entity (i.e., the beneficial owners) helps law enforcement investigate and prosecute these crimes.

Who has to complete this form?

This form must be completed by the person opening a new account on behalf of a legal entity with any of the following U.S.