Escrow_docs_for_Yellow_Cardinal.pdf

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. financial institutions: (i) a bank or credit union; (ii) a broker or dealer in securities; (iii) a mutual fund; (iv) a futures commission merchant; or (v) an introducing broker in commodities.

For the purposes of this form, a legal entity includes a corporation, limited liability company, or other entity that is created by a filing of a public document with a Secretary of State or similar office, a general partnership, and any similar business entity formed in the United States or a foreign country. Legal entity does not include sole proprietorships, unincorporated associations, or natural persons opening accounts on their own behalf.

What information do I have to provide?

This form requires you to provide the name, address, date of birth and Social Security number (or passport number or other similar information, in the case of Non-U.S. Persons) for the following individuals (i.e., the beneficial owners):

i. Each individual, if any, who owns, directly or indirectly, 25 percent or more of the equity interests of the legal entity customer (e.g., each natural person that owns 25 percent or more of the shares of a corporation).

and

ii. An individual with significant responsibility for managing the legal entity customer (e.g., a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, or Treasurer).

The number of individuals that satisfy this definition of “beneficial owner” may vary. Under section (i), depending on the factual circumstances, up to four individuals (but as few as zero) may need to be identified. Regardless of the number of individuals identified under section (i), you must provide the identifying information of one individual under section (ii). It is possible that in some circumstances the same individual might be identified under both sections (e.g., the President of Acme, Inc. who also holds a 30 percent equity interest). Thus, a completed form will contain the identifying information of at least one individual (under section (ii)), and up to five individuals (i.e., one individual under section (ii) and four 25 percent equity holders under section (i)). The financial institution may also ask to see a copy of a driver’s license or other identifying document for each beneficial owner listed on this form.

Version #: 1 NOTE: Use this document's electronic form to clarify any discrepancies, as it is the most accurate.

Form

CERTIFICATION OF BENEFICIAL OWNER(S)

(Check One) New Customer Existing Customer Triggering Event

Persons opening an account on behalf of a legal entity must provide the following information:

a. Name and Title of Natural Person Opening Account:

b. Name, Type, and Address of Legal Entity for Which the Account is Being Opened:

c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above:

Name Date of Birth

Home Address For U.S.

Persons:

Social Security

Number

For Non-U.S.

Persons:

Social Security Number, Passport Number and Country of Issuance, or other similar identification number1

Ownership Percentage

Version #:1

(If no individual meets this definition, please write “Not Applicable.”)

(Nonprofit Corporations only complete Part d.)

1 In lieu of a passport number, Non-U.S. persons may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as:

a. An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or

b. Any other individual who regularly performs similar functions. (If appropriate, an individual listed under section (c) above may also be listed in this section (d)).

Name / Title Date of Birth

Address (Residential or Business Street Address)

For U.S.

Persons:

Social Security Number

For Non-U.S.

Persons:

Social Security Number, Passport Number and Country of Issuance, or other similar identification number1

1 In lieu of a passport number, Non-U.S. persons may also provide a Social Security Number, an alien identification card number, or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

Signature: Date:

For Institution Use Only:

Type of

Document Document ID Number

Place of Issuance Date of Issuance

Expiration Date

Owner 1

Owner 2

Owner 3

Owner 4

Control Person

Verified By: Date: ________