Resolution 2025-050 Resolution No. 2025 - 50
RESOLUTION OF THE UNITED CITY OF YORKVILLE, KENDALL
COUNTY, ILLINOIS APPROVING AN INTRAFI CASH SERVICE DEPOSIT
PLACEMENT AGREEMENT
WHEREAS,the United City of Yorkville, Kendall County, Illinois(the "City") is a non-
home rule municipality duly organized and validly existing in accordance with the Constitution
of the State of Illinois and the laws of this State; and
WHEREAS, the City's Code of Ordinances provides that the City may approve service
contracts that have not been competitively bid by a two-thirds affirmative vote of the City Council;
and
WHEREAS, the City may deposit funds and make investments in interest-bearing
savings accounts and certificates of deposit, certain money markets accounts, and other accounts
authorized under the Public Funds Investment Act(30 ILCS 235/0.01 et seq.); and
WHEREAS,the Federal Deposit Insurance Corporation insures deposits at FDIC-insured
banks and savings associations, up to $250,000 per depositor, per insured bank; and
WHEREAS, the City's funds exceed $250,000, therefore exceeding the maximum
amount insured at any one FDIC-insured institution; and
WHEREAS, Encore Bank ("Encore") offers a Savings Deposit Account, where Encore
would serve as a custodian of the City's funds and deposit amounts not exceeding the $250,000
in various FDIC-insured financial institutions (the"Program"); and
WHEREAS, participating in the Program would allow the City to deposit more than
$250,000 across multiple FDIC-insured accounts,therefore providing greater protection for these
public funds; and
WHEREAS, participation in the Program would serve the public interest and benefit the
Resolution No.2025-50
Page 1
welfare of City residents; and
WHEREAS,financial advisors to the City,PMA Financial Network,LLC,have provided
an ICS Deposit Placement Agreement between the City and Encore (the "Agreement"), attached
hereto as Exhibit A.
WHEREAS, the Mayor and City Council have determined that it is in the best interests
of the health and safety of the City and its residents to waive the competitive bidding requirement
and to authorize approval of the Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council (the
"Corporate Authorities") of the United City of Yorkville, Kendall County, Illinois, as follows:
Section 1. The foregoing recitals are hereby incorporated in this Resolution as the
findings of the Corporate Authorities.
Section 2. The Corporate Authorities hereby waive the bidding requirements,
pursuant to the City's Code of Ordinances, and the City's Finance Director is hereby authorized
to execute an ICS Deposit Placement Agreement, attached hereto as Exhibit A.
Section 3. This Resolution shall be in full force and effect from and after its passage
and approval according to law.
[Remainder of page intentionally left blank. Roll call vote follows.]
Resolution No.2025-50
Page 2
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois
this 22nd day of April, A.D. 2025.
C T CLERK
KEN KOCH AYE DAN TRANSIER AYE
ARDEN JOE PLOCHER AYE CRAIG SOLING AYE
CHRIS FUNKHOUSER AYE MATT MAREK AYE
SEAVER TARULIS ABSENT RUSTY CORNEILS AYE
APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois
this 2J day of A-p r( ' , A.D. 2025.
MAYOR
Attest:
\60itu71
CI LERK
Resolution No.2025-50
Page 3
Exhibit A
V IntraFi.
ICS Deposit Placement Agreement
You, the undersigned, enter into this ICS Deposit Placement Agreement ("Agreement")with the following financial
institution ("we" or"us"):
Encore Bank
h same Depositor Identifier for
This Agreement states the terms and conditions on (f) You will use the p
9
which we will endeavor to place deposits for you at all placement of deposits for you through ICS or CDARS
depository institutions through ICS®, the IntraFi Cash by us or any other institution.
Service°of IntraFi LLC ("IntraFr').
(g) Deposits that we place for you in Deposit
1. Deposit Placement Accounts will be"deposits,"as defined by federal law, at
the Destination Institutions.
(a) Subject to the terms and conditions of this
Agreement,we will act as your agent in placing deposits (h) Each Deposit Account, including the principal
for you through ICS. Schedule 1 describes the balance and the accrued interest, will be a deposit
procedure by which we will place deposits for you obligation solely of the Destination Institution at which it
through ICS. Schedule 2 describes the account type is held. It will not be a deposit obligation of us or of any
and placement feature that we will use. other person or entity.
(b) Each depository institution at which deposits 2. Agency and Custodial Relationship
may be placed through ICS("Destination Institution")will
be one at which deposit accounts are insured by the (a) We will act as your agent in placing deposits
Federal Deposit Insurance Corporation ("FDIC") up to for you through ICS. Under a separate agreement with
the FDIC standard maximum deposit insurance amount you that grants us custodial powers ("Custodial
("SMDIA") of$250,000. Agreement"), we will also act as your custodian for the
Deposit Accounts. The Bank of New York Mellon
(c) A LIST IDENTIFYING INTRAFI NETWORK BANKS, ("BNY") provides services that support deposit
WHICH ARE FDIC-INSURED DEPOSITORY INSTITUTIONS, placement through ICS, including acting as our sub-
APPEARS AT HTTPS://WWW.INTRAFI.COM/NETWORK- custodian.
BANKS. CERTAIN CONDITIONS MUST BE SATISFIED FOR
"PASS-THROUGH" FDIC DEPOSIT INSURANCE COVERAGE (b) As your custodian, we will open on our
To APPLY. IntraFi network banks may be added or records, either directly or with the assistance of BNY, a
removed without notice. As described below, you may custodial account in which we will hold your interests in
designate any Destination Institution as ineligible to the Deposit Accounts ("Custodial Account"). We may
receive your funds. permit you to have multiple Custodial Accounts.
(d) Subject to the terms and conditions of this (c) Each Deposit Account will be recorded (i) on
Agreement, when we place deposits in a deposit the records of a Destination Institution in the name of
account at a Destination Institution for your funds placed BNY, as our sub-custodian, (ii)on the records of BNY in
through ICS ("Deposit Account"), the amount of our our name, as your custodian, and (iii) on our records in
outstanding placements for you at the Destination your name. The recording will occur in a manner that
Institution through ICS and through CDARS°, the permits the Deposit Account to be FDIC-insured to the
Certificate of Deposit Account Registry Service®,will not same extent as if it were recorded on the records of a
exceed $250,000. Destination Institution in your name.
(e) On the signature page of this Agreement, you (d) For purposes of Article 8 of the Uniform
will enter a unique alphanumeric identifier for you Commercial Code, we will act as your securities
("Depositor Identifier"). You will enter your federal intermediary for, and will treat as financial assets, the
taxpayer identification number("TIN")as your Depositor Deposit Accounts and all your security entitlements and
Identifier, unless you do not have a TIN, in which case other related interests and assets with respect to the
you will enter an alternate identifier that we approve. Deposit Accounts, and we will treat you as entitled to
exercise the rights that constitute the Deposit Accounts.
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(e) All interests that we hold for the Deposit 4. Placement Procedures
Accounts will be held by us only as your securities
intermediary and will not be our property. You will be 4.1. Account Type, ICS Settlement, and
1 the owner of the funds in the Deposit Accounts and any Statements
interest on those funds.
(a) Settlement of payments to and from
(f) You may terminate the custodial relationship participating institutions in ICS through BNY that
between you and us at any time. You may not transfer includes the type of deposits we place for you ("ICS
the Deposit Accounts to another custodian, but you may Settlement") will occur each day that is not a Saturday,
dismiss us as your custodian for a Deposit Account and a Sunday, or another day on which banks in New York,
request that it be recorded on the records of the New York, are authorized or required by law or
Destination Institution in your name. regulation to close ("Business Day').
(g) We will endeavor to cause any request from (b) You may confirm through the DCP (i) the
you pursuant to Section 2(f)to be promptly forwarded to aggregate principal balance in the Deposit Accounts
the Destination Institution. Each Destination Institution ("Program Balance") and (ii) the principal balance and
has agreed that it will promptly fulfill any such request, accrued interest of the Deposit Accounts at each
subject to its customer identification policies and other Destination Institution as of the preceding Business Day
account opening terms and conditions. or, after ICS Settlement-related processing, as of that
Business Day.
(h) If a Deposit Account has been recorded on the
records of a Destination Institution in your name (c) We will provide you with a periodic statement
pursuant to this Section 2, you will be able to enforce of custodial holdings for your funds placed through ICS
your rights in the Deposit Account directly against the that will include, as of the end of the statement period,
Destination Institution, but we will no longer have any your Program Balance, your principal balance at each
custodial responsibility for it and you will not be able to Destination Institution, and the total interest and annual
enforce any rights against the Destination Institution percentage yield for the period.
through us.
(d) The account information available on the DCP
(i) If we were to become insolvent, our receiver as described in Section 4.1(b), and the periodic
or other successor in interest could transfer custody of statements described in Section 4.1(c), will be the only
the Deposit Accounts, and our rights and obligations evidence that you receive of your ownership of the
under this Agreement,to a new custodian. Alternatively, funds. You should retain the account statements.
you could exercise your right to have the Deposit
Accounts recorded on the records of the Destination 4.2. Triggering Events
Institutions in your name pursuant to this Section 2. (a) Funds will be transferred to or from the
3. Interest Rate Deposit Accounts in response to an event specified in
this Agreement that triggers such movement
(a) The interest rate for the Deposit Accounts at ("Triggering Event"). A Triggering Event may result in a
Destination Institutions ("Interest Rate")will be the then- transfer of funds from a root account with us that
current rate that we specify, which may be any rate contains your funds ("Root Account") to the Deposit
(including zero) and which we may modify at any time. Accounts at ICS Settlement ("Program Deposit") or a
Interest compounds daily. Through your continued transfer of funds from the Deposit Accounts to the Root
participation in ICS, you accept each applicable Interest Account at ICS Settlement ("Program Withdrawal').
Rate.
(b) Schedule 1 sets forth Triggering Events
(b) If we permit you to have more than one applicable to your deposits.
Custodial Account, we may specify a different Interest
Rate for each Custodial Account. 4.3. Program Deposits
(c) Payment of the full amount of all accrued (a) Subject to the terms and conditions of this
interest on a Deposit Account at a Destination Institution Agreement, and except as provided in Section 4.3(b), a
will be solely the responsibility of the Destination Triggering Event for a Program Deposit will result in a
Institution. Neither we nor any other person or entity will transfer of funds to the Deposit Accounts at ICS
be indebted to you for such payment. Settlement the next Business Day ("Regular Program
Deposit").
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(b) Schedule 1 may provide that a transfer of proceeds of your FDIC insurance claim to satisfy the
funds to the Deposit Accounts at ICS Settlement on the amount that you owe to us, and
same Business Day ("Same-Day Program Deposit") is
available and, if so, the cutoff time for you to request a (iii) to the extent that the amount that you owe
Same-Day Program Deposit("Same-Day Deposit Cutoff to us is not satisfied from the interests and assets we
Time"). are holding for you pursuant to the Custodial
Agreement, or from the proceeds of any FDIC
(c) We may impose a maximum Program insurance claim,the amount remains owed by you to
Balance amount for deposits that we place for you us and is payable on demand.
through ICS and will inform you of any such amount we
impose. Even if a Triggering Event for a Program (c) If, in a separate agreement, you have granted
Deposit occurs, we may choose not to transfer the us a security interest in the Deposit Accounts or in any
amount to the Deposit Accounts if it would cause the security entitlements or other interests or assets relating
Program Balance to exceed the maximum. to the Deposit Accounts as collateral for a loan to you or
otherwise, we may decline to honor a request for a
4.4. Program Withdrawals Program Withdrawal, or decline to honor a debit
transaction in the Root Account that would trigger a
(a) Subject to the terms and conditions of this Program Withdrawal or be funded by a Program
Agreement, and except as provided in Section 4.4(b), a Withdrawal,to the extent the Program Withdrawal would
Triggering Event for a Program Withdrawal will result in cause your Program Balance to fall below the loan
a transfer of funds from the Deposit Accounts at ICS amount or other amount that you have agreed to
Settlement the next Business Day ("Regular Program maintain in the Deposit Accounts or to which the security
Withdrawal'). interest applies. If, in a separate agreement, you have
granted us a security interest in the Root Account, we
(b) Schedule 1 may provide that a transfer of also may decline to honor transactions in the Root
funds from your Deposit Accounts at ICS Settlement on Account in accordance with the separate agreement.
the same Business Day ("Same-Day Program
Withdrawal') is available and, if so, the cutoff time for 4.6. Account Type and Withdrawal Limit, If Any
you to request a Same-Day Program Withdrawal
("Same-Day Withdrawal Cutoff Time"). (a) Deposits that we place for you at a Destination
Institution will be placed in a Deposit Account that is a
4.5. Withdrawal Advances; Security Interest demand deposit account ("DDA") or a Deposit Account
that is a money market deposit account ("MMDA"), as
(a) If Schedule 1 states that we will advance provided in Schedule 2. In accordance with federal
funds to you in anticipation of a Program Withdrawal, or regulations, each Destination Institution reserves the
if we otherwise decide in our discretion to advance funds right to require written notice of an intended withdrawal
to you in anticipation of a Program Withdrawal, you will from an MMDA not less than seven days before the
owe the amount of these funds to us and we will retain withdrawal is made. Each Destination Institution has
from the funds we receive at ICS Settlement the amount agreed that it will not exercise this right for ICS deposits
we have advanced to you. unless it does so for all savings deposits it holds,
(b) With respect to any amount that you owe to us including those not received through ICS.
pursuant to Section 4.5(a): (b) Schedule 2 provides (i) that we will place
(i) you grant us, and acknowledge that we deposits for you in DDAs, (ii)that we will place deposits
have,a security interest in, and a lien on,the Deposit for you in MMDAs, or(iii)that we may place deposits for
Accounts, related security entitlements, and other you in DDAs, MMDAs, or both.
related interests and assets that we may hold for you (c) Schedule 2 also provides, if MMDAs will or
as custodian and securities intermediary pursuant to may be used, (i) that an MMDA Program Withdrawal
the Custodial Agreement for the amount that you limit of six per month applies or (ii) that no MMDA
owe to us, Program Withdrawal limit applies.
(ii) if a Destination Institution fails before a (d) If a Program Withdrawal limit applies and you
Program Withdrawal is completed,we may retain the exceed the six permitted Program Withdrawals from
amount of the Program Withdrawal from the MMDAs in a month:
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(i) We may (A) transfer all the remaining deposit placement network only if the placing institution
funds in the MMDAs to the Root Account associated is located in the state and receives matching deposits of
with the Custodial Account for the MMDAs or (B), if an equal maturity, if any, and an equal amount.
you also have a Custodial Account for DDA deposits,
transfer all the remaining funds in the MMDAs to the (b) If you are a state governmental unit, or if you
Custodial Account for DDA deposits. are otherwise subject to restrictions on the placement of
deposits for you, you are responsible for determining
(ii) In subsequent months we may effect either whether deposit placement in accordance with this
such transfer at the time of your sixth Program Agreement satisfies any applicable restrictions.
Withdrawal.
6. Daily Allocation and Depositor Control
(e) If you exceed the six permitted Program
Withdrawals from MMDAs in multiple months, we may 6.1. Daily Allocation; Review and Consent
also make the Custodial Account for the MMDAs
ineligible for Program Deposits. (a) The process for allocating Program Deposits,
Program Withdrawals, and funds already on deposit
5. Placement Feature reflects various considerations, including the need for
certain Destination Institutions to receive deposits in
5.1. Reciprocal and One-Way amounts that they have placed for their own customers
and possible limits on the amounts that an institution is
(a) We are eligible to use a feature of ICS in authorized to place or a Destination Institution has
which, when we place deposits, we receive matching agreed to receive. Applicable deposit amounts may
deposits placed by other participating institutions in ICS change from day to day. Accordingly, the allocation of
and may pay a fee to IntraFi ("Reciprocal Feature"). funds takes place each Business Day.
(b) We are also eligible to use a feature of ICS in (b) The set of Destination Institutions to which
which, when we place deposits, we do not receive your funds on deposit are allocated on a Business Day,
matching deposits, but we and IntraFi may receive fees and the amount allocated to each Destination Institution,
from Destination Institutions ("One-Way Feature"). may differ from a previous Business Day's allocation. A
different allocation may involve the movement of funds
(c) Schedule 2 provides(i)that we may use either from one Destination Institution to another Destination
the Reciprocal Feature or the One-Way Feature, (ii)that Institution, even though you do not have a Program
we will use only the Reciprocal Feature, or (iii) that we Deposit or a Program Withdrawal. Such movements of
will use only the One-Way Feature. funds will not affect the Interest Rate.
5.2. Placement Feature and Rate (c) You exercise control over the allocation of
(a) Interest on the Deposit Accounts will be your funds through direct contact with us and through
earned at the specified Interest Rate regardless of the DCP. You are responsible for reviewing the
whether the Reciprocal Feature or the One-Way important information we provide you through the DCP,
Feature is used. including information regarding proposed allocations
that we provide each Business Day. In addition, on
(b) When the Reciprocal Feature is used, the fee request at any time, we will provide you with a list of all
paid to IntraFi may affect rate determination. When the Destination Institutions.
One-Way Feature is used, fees paid by Destination (d) Although we will not allocate your funds to
Institutions, or cost-of-funds rates for Destination Destination Institutions that you exclude or reject as set
Institutions, may affect rate determination. forth below, you authorize and consent to the allocation
(c) If we are eligible to use the Reciprocal of your funds at Destination Institutions that you
Feature, and you authorize us to use either the approve, or do not exclude or reject, as set forth below.
Reciprocal Feature or the One-Way Feature, we may
use a feature with greater benefits to you,to us, or both. 6.2. Destination Institution Exclusions
5.3. Placement Requirements (a) You may enter the name of any depository
institution on a list of exclusions from eligibility to receive
(a) Under the laws of some states, governmental deposits we place for you through ICS ("Exclusions
units may submit deposits for placement through a List").
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(b) You may add institutions to your Exclusions funds will be removed from a Destination Institution and
List in a manner we specify, which may be by entering deposited in another Destination Institution.
exclusions on Schedule 2, by entering them through the
DCP, or in another manner. (b) After the provisional allocation occurs on a
Business Day, but before allocation becomes final at
(c) An Exclusions List, and any changes to it, will ICS Settlement, Depositor Placement Review ("DPR")
be effective within one Business Day after the first will occur through the DCP. Even if a Destination
Business Day on which we have received the Institution is not on your Exclusions List, the final
Exclusions List or changes to it from you or you have allocation that day will not allocate your funds to the
entered them on the DCP. Destination Institution if you reject it during DPR through
the DCP. Your rejection of a Destination Institution will
6.3. Depositor Control Panel be effective only if you submit it before DPR ends.
(a) You must be capable of using, and you agree (c) The DPR period each Business Day will be as
to use, the Depositor Control Panel ("DCP"), an online follows: 3:00 PM to 3:15 PM Eastern time. Daylight
tool,to review provisional allocations of deposits and for Saving Time applies when nationally in effect. We may
other purposes. You also agree to receive notices that change the DPR period by posting notice on the DCP in
may be posted on the DCP or sent to you by email. The advance of the change.
address of the Depositor Control Panel is
https://www.depositorcontrol.com. (d) In DPR, you will see a list of Destination
Institutions to which your funds are proposed to be
(b) You represent that you have a computer with allocated at ICS Settlement later that day ("Proposed
Internet access, an e-mail address, the ability to Placement List"), reflecting the provisional allocation of
download and print information from the DCP, and the all your funds, including funds that will be moved from
knowledge and experience to use an online tool for DCP one Destination Institution to another Destination
functionality. In addition, you acknowledge that you Institution. The Proposed Placement List will include the
must obtain and maintain all equipment and services principal balance allocated to each Destination
necessary for access to the DCP. Institution. If you review the Proposed Placement List,
(c) To access the DCP, you must create login and you click the approval button or you do not reject
credentials. To createyour login credentials, click on any of the Destination Institutions on the list, you will be
g approving the allocation and your funds will be allocated
the applicable link on the DCP home page. in accordance with the list.
Alternatively, we may send to you an email containing a
link that will enable you to create login credentials. If we (e) If you reject any of the Destination Institutions
have enabled access by you to the DCP using a single- on the Proposed Placement List, you will be approving
sign-on system that we provide, you may not be able to allocation to Destination Institutions on the list that you
self-register for the DCP in the manner described above. do not reject. After entering rejections, if sufficient time
remains in DPR, you will have the opportunity to review
(d) From within the DCP, you may invite a user to a list of other Destination Institutions to which your funds
create login credentials that will permit the user to could be allocated ("Alternate Placement List"). If you
access your DCP account. Such users may have click the approval button for the Alternate Placement
access to your account information and DCP List, or you do not reject any of the Destination
functionality, and you are responsible for their acts or Institutions on it, you will be approving the allocation of
omissions. your funds to any of the listed Destination Institutions. If
6.4. Depositor Placement Review you reject any of the Destination Institutions on the
Alternate Placement List, you will be approving
(a) Each Business Day, your aggregate principal allocation to listed Destination Institutions that you do
balance that will be in Deposit Accounts after that day's not reject. Your funds may be allocated to any
ICS Settlement will be provisionally allocated to combination of Destination Institutions on the Proposed
Destination Institutions. The amount allocated will Placement List and the Alternate Placement List that
reflect your Program Balance as of the last ICS you do not reject.
Settlement, plus any Program Deposit that will occur at (f) If the provisional allocation on a Business Day
the day's ICS Settlement, minus any Program would result in funds of yours currently at a Destination
Withdrawal that will occur at the day's ICS Settlement. Institution being moved to another Destination
The allocation may provide that previously-deposited
Institution and you reject the other Destination Institution
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in DPR that Business Day,the funds will not necessarily (e) The requirements for FDIC deposit insurance
remain at the first Destination Institution. The funds will coverage of the deposits of governmental units,
be allocated to a Destination Institution that you do not including the United States government, state and local
of and the
reject or returned to the Root Account. governments, the District Columbia,
1
Commonwealth of Puerto Rico, are set forth in FDIC
(g) A Destination Institution that you reject in DPR regulations. If you are a governmental unit, you are
will also be added to your Exclusions List, for purposes responsible for determining whether the requirements
of future allocations, within one Business Day after the for deposit insurance have been met. We are not
Business Day on which you submit the rejection. responsible for losses resulting from the placement of
(h) We do not guarantee that all your funds will be deposits that are not eligible for FDIC deposit insurance.
allocated to Destination Institutions on any particular (f) Records that we maintain, or that BNY
day, even if they were allocated to Destination maintains for us, reflecting ownership of the Deposit
Institutions on a previous day. Exclusions and Accounts will be used to establish your eligibility for
rejections of Destination Institutions may increase the deposit insurance coverage. Accordingly, you must
chance that funds will not be allocated. If funds not yet immediately report to us any changes in ownership
transferred to the Deposit Accounts are not allocated to information so that there will be accurate information to
a Destination Institution on a Business Day, the funds provide to the FDIC if a Destination Institution fails and
will remain in the Root Account. If funds previously the FDIC pays its insured deposits by cash payment.
transferred to the Deposit Accounts are not allocated to The FDIC could also require you to provide additional
a Destination Institution on a Business Day, the funds documentation.
will be returned to the Root Account.
7.2. Responsibility to Monitor Deposits; Available
7. FDIC Insurance Considerations Information
7.1. Deposit Insurance Coverage (a) You are responsible for monitoring the total
amount of your funds at each Destination Institution in
(a) You may obtain information about FDIC each insurable capacity to determine the extent of FDIC
deposit insurance coverage by visiting the FDIC website deposit insurance coverage available to you for deposits
at http://www.fdic.gov or by contacting the FDIC by at that Destination Institution. You should confirm that
letter, email, or telephone. each placement of your funds at Destination Institutions
(b) All of your deposits at a Destination Institution is consistent with your exclusions and rejections.
in the same insurable capacity (whether you are acting (b) You can obtain publicly available financial
directly or through an intermediary) will be aggregated information on Destination Institutions from the National
for the SMDIA. You should add to your Exclusions List Information Center of the Federal Reserve System at
any depository institution at which you have other www.ffiec.gov/nicpubweb/nicweb/nichome.aspx.
deposits in the same insurable capacity. Insurable
capacities include, among others, individual accounts 7.3. Uninsured Deposits
and joint accounts.
(a) Although we will not place a deposit for you
(c) You are responsible for determining whether through ICS at any one Destination Institution in an
deposits we place for you are maintained in separate amount that exceeds the SMDIA, a deposit that we
insurable capacities. Separate divisions within a place for you will not be eligible for FDIC insurance
corporate entity are not eligible for separate insurance coverage at a Destination Institution before it becomes
coverage, and a separate TIN or other Depositor a deposit at the Destination Institution or after it is
Identifier does not establish a separate insurable withdrawn from the Destination Institution.
capacity.
(b) A deposit in the Root Account will be
(d) We will use the Depositor Identifier to identify aggregated with your other deposits with us in the same
you, and we will place deposits for you on the insurable capacity for application of the SMDIA of
understanding that you are not submitting deposits for $250,000.
placement in ICS or CDARS under more than one
Depositor Identifier in the same insurable capacity. (c) If you cannot accept the risk of having a
deposit with us that is not fully insured, you will be
responsible for making arrangements with us, if we offer
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them,to have the deposits collateralized, protected by a 8. Additional Considerations
properly-executed repurchase sweep arrangement, or
otherwise adequately protected, in a manner consistent 8.1. Compare Rates
with applicable law. You should consult your legal
advisor to determine whether a collateralization (a) We are not acting as your investment advisor
arrangement is consistent with applicable law. with respect to the placement of funds using ICS, and
we are not advising you about alternative investments.
(d) If you cannot accept the risk of having a You are responsible for comparing the rates of return
deposit with us that is not fully insured, and we do not and other features of the Deposit Accounts to other
offer arrangements of the kind described in Section available deposit accounts and other kinds of
7.3(c) or we offer them but you do not make such investments before choosing placement through ICS.
arrangements with us, you should not submit deposits
for placement through ICS. (b) The Interest Rate may be higher or lower than
a cost-of-funds rate for a Destination Institution, an
7.4. Deposit Insurance Payments interest rate for another customer, or interest rates on
comparable deposits available directly from us,from the
(a) In case of the liquidation of, or other closing or Destination Institutions at which the Deposit Accounts
winding up of the affairs of, an insured depository are held, from other Destination Institutions, or from
institution, the FDIC is generally required by law to pay insured depository institutions that are not Destination
each insured deposit "as soon as possible," either by Institutions.
cash payment or by transferring the deposit to another
insured depository institution. It is possible, however, 8.2. Allocation Considerations
that an insurance payment could be delayed. Neither
we nor any other person or entity will be obligated to (a) The ICS allocation process is subject to
advance funds to you with respect to an insurance applicable law and may be affected by our objectives,
payment or to make any payment to you in satisfaction IntraFi's objectives, or both, including administrative
of a loss you might incur as a result of a delay in an convenience, reduction of costs, and enhancement of
insurance payment. profits.
(b) If a Destination Institution at which we place (b) Participating institutions in the ICS service
deposits for you is closed and the FDIC does not may make compensatory payments resulting in
transfer deposits that include your funds to another payments to other participating institutions, or receive
insured depository institution, but will make a deposit compensatory payments resulting from payments by
insurance cash payment, we will cause a deposit other participating institutions, including compensatory
insurance claim for your funds to be filed with the FDIC, payments that reflect the difference between an interest
and we will credit to you the proceeds of the deposit rate for deposits placed by an institution and a rate at
insurance claim that we receive for your funds, subject which the receiving institution would otherwise pay
to any valid security interest. interest.
(c) If the FDIC makes a deposit insurance cash 8.3. Mutual Institution Rights
payment for a Deposit Account at a closed Destination (a) Your funds may be placed in a Deposit
Institution, the FDIC is required by law to pay the Account at a Destination Institution that is in the mutual
principal amount plus unpaid accrued interest to the form of organization. Such a Deposit Account will be
date of the closing of the Destination Institution, as recorded on the records of the mutual institution in the
prescribed by law, subject to the SMDIA. No interest is name of the sub-custodian and not in your name. The
earned on a Deposit Account at a Destination Institution sub-custodian will not attend or vote at any meeting of
after it closes. the depositor members of a mutual institution, or
(d) If the FDIC transfers the deposits of a closed exercise any subscription rights in a mutual institution's
Destination Institution to another insured depository mutual-to-stock conversion, either on its own behalf or
institution, the acquiring institution may assume a on your behalf.
Deposit Account. The acquiring institution may change (b) If we receive from the sub-custodian notice of
the rate at which it pays interest on the assumed Deposit a meeting of depositor members of a mutual institution
Account, subject to your right to withdraw the funds. or other materials or information relating to a mutual
institution's mutual-to-stock conversion,we may forward
7 ICS DPA—Bank Version 2024-11
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such notice, materials,or information to you. If you wish or IRS Form 1042-S or its equivalent, for interest paid
to receive such notice, materials, or information directly on the Deposit Accounts by the Destination Institutions.
from the mutual institution, or if you wish to attend or
vote at any meeting of the depositor members of the (b) If we are notified by the IRS that backup
mutual institution or receive subscription rights, you withholding is required for interest on the Deposit
must, before the applicable record date (a date that is Accounts, or if we otherwise determine that we are
usually at least one year before the mutual institution's required by applicable law to collect such backup
board of directors adopts a plan of conversion), dismiss withholding, we will collect it and pay it to the IRS.
us as your custodian and have the Deposit Account
recorded on the records of the mutual institution in your 9.3. Liability and Dispute Resolution
name pursuant to Section 2(f). (a) We will maintain, directly or through a Service
9. Other Provisions Provider,appropriate records of our placements for you.
We will not place deposits for you through ICS at a
9.1. Release and Use of Identifying Information Destination Institution that is the subject of a then-
effective exclusion on your Exclusions List, at a
(a) We may provide information that identifies you Destination Institution that is the subject of a then-
("Identifying Information"), including your name, your effective rejection by you, or at a Destination Institution
TIN or other Depositor Identifier, and information on under one Depositor Identifier in an amount that
your deposits, to a party that provides services in exceeds the SMDIA.
connection with ICS ("Service Provider"), including
IntraFi and BNY. A Service Provider may use (b) If all or part of your funds in a Deposit Account
Identifying Information in providing services in at a Destination Institution are uninsured because of our
connection with ICS. failure to comply with the requirements set forth in
Section 9.3(a), and if the Destination Institution fails and
(b) We or a Service Provider may also provide you do not otherwise recover the uninsured portion, we
Identifying Information to a Destination Institution at will reimburse you for your documented loss of the
which your funds are deposited, but will do so only to the uninsured portion that you do not otherwise recover.
extent necessary to comply with a request by you or
your agent or to comply with applicable law. In addition, (C) SUBJECT TO OUR REIMBURSEMENT OBLIGATION
we or a Service Provider may provide Identifying IN SECTION 9.3(b), AND EXCEPT AS MAY BE OTHERWISE
Information to the FDIC in connection with a deposit REQUIRED BY APPLICABLE LAW,WE WILL NOT BE LIABLE,AND
insurance claim. IN NO EVENT WILL INTRAFI OR BNY BE LIABLE, TO YOU OR
TO ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR
(c) Except as provided in Section 9.1(a) or DAMAGE INCURRED OR ALLEGEDLY INCURRED IN
Section 9.1(b), we will not provide Identifying CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING
Information to any party unless we determine that(i)we THE FOREGOING, WE, INTRAFI, AND BNY WILL NOT HAVE
are required by applicable law to do so or (ii) we are ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY
permitted by applicable law to do so and have FOR: (i)ANY LOSS ARISING OUT OF OR RELATING TO A CAUSE
reasonable grounds to do so to protect our own legal or OVER WHICH WE DO NOT HAVE DIRECT CONTROL, INCLUDING
business interests or the legal or business interests of THE FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT
IntraFi or BNY. OR COMMUNICATION LINES, TELEPHONE OR OTHER
INTERCONNECT PROBLEMS, UNAUTHORIZED ACCESS,
(d) IntraFi may use and disclose any and all THEFT, OPERATOR ERRORS, GOVERNMENT RESTRICTIONS,
analyses, comparisons, indexes, or other data or OR FORCE MAJEURE (E.G., EARTHQUAKE, FLOOD, SEVERE
information assembled, compiled, or otherwise OR EXTRAORDINARY WEATHER CONDITIONS, NATURAL
developed by IntraFi, including information regarding DISASTERS OR OTHER ACT OF GOD, FIRE, ACTS OF WAR,
aggregated activity of ICS depositors, as long as it does TERRORIST ATTACKS,INSURRECTION,RIOT,STRIKES,LABOR
not individually identify you. DISPUTES OR SIMILAR PROBLEMS, ACCIDENT, ACTION OF
GOVERNMENT, COMMUNICATIONS, SYSTEM OR POWER
9.2. Tax Reporting and Withholding FAILURES,OR EQUIPMENT OR SOFTWARE MALFUNCTION),(ii)
(a) To the extent required by applicable law, we DELAY IN ANY FDIC INSURANCE PAYMENT, (iii) THE
will file with the U.S. Internal Revenue Service ("IRS"), FINANCIAL CONDITION OF ANY DESTINATION INSTITUTION OR
and furnish to you, IRS Form 1099-INT or its equivalent, THE ACCURACY OF ANY FINANCIAL INFORMATION ABOUT ANY
DESTINATION INSTITUTION, OR (iv) ANY SPECIAL, INDIRECT,
8 ICS DPA—Bank Version 2024-11
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PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES at the time of termination. In addition, the provisions of
(INCLUDING LOST PROFITS). this Section 9.4 will survive termination.
(d) ANY DISPUTE ARISING OUT OF OR IN CONNECTION (d) Except as provided in Section 2(i), this
WITH THIS AGREEMENT WILL BE GOVERNED BY THE DISPUTE Agreement may not be assigned, in whole or in part, by
RESOLUTION, ARBITRATION, CHOICE OF LAW, VENUE, either party except by operation of law or as required by
WAIVER OF JURY TRIAL, AND COSTS RELATED TO DISPUTES applicable law, and any purported assignment in
PROVISIONS, IF ANY, CONTAINED IN THE CUSTODIAL violation hereof is void.
AGREEMENT.
(e) The headings in this Agreement are not
9.4. Miscellaneous intended to describe, interpret,define,or limit the scope,
meaning, or intent of this Agreement or any clause in it.
(a) This Agreement constitutes the entire Except as otherwise specified, a reference to a Section
agreement between you and us relating to the is a reference to a section of this Agreement. A
placement of deposits through ICS and any other matter reference to a Schedule is a reference to a schedule to
herein, supersedes prior agreements, understandings, this Agreement. The term "applicable law" refers to all
negotiations, representations, and proposals, whether applicable statutes, rules, regulations, and judicial
written or oral, relating to any matter herein, and may orders, whether federal, state, or local. The words
not be amended by any oral representation or oral "include," "includes," and "including" do not imply
agreement. This Section 9.4(a)will not affect the validity exclusion.
of any written addenda to this Agreement into which we
have entered with you. (f) This Agreement and, unless otherwise
provided in the Custodial Agreement, the Custodial
(b) Schedule 1 and Schedule 2 are incorporated Agreement may be executed in counterparts, each of
into and made part of this Agreement. We may amend which shall be deemed to be an original, but such
this Agreement, including any Schedule, prospectively counterparts shall, together, constitute only one
by giving you written notice of the amendment at least instrument. This Agreement and, unless otherwise
fourteen (14) days before the effective date of the provided in the Custodial Agreement, the Custodial
amendment,which will be specified in the notice or, if no Agreement will be valid, binding, and enforceable
effective date is specified in the notice, the date that is against you and us when executed by one of the
fourteen(14)days after we give you written notice of the following means that we accept: (i) an original manual
amendment. We may provide written notice of the signature, (ii) a DocuSign® eSignature or another
amendment by means of a posting on the DCP,an entry electronic signature that we accept, or (iii) a faxed,
on your account statement, an email message, or a scanned(including in a PDF document), or photocopied
printed letter. signature that we accept. Each DocuSign®eSignature,
other electronic signature, or faxed, scanned, or
(c) Either party may terminate this Agreement on photocopied signature that we accept shall for all
written notice to the other, but the obligations of both purposes have the same validity, legal effect, and
parties will survive with respect to any funds deposited admissibility in evidence as an original signature, and
you and we waive any objection to the contrary.
The remainder of this page is intentionally left blank.
9 ICS DPA—Bank Version 2024-11
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By signing below, you ("Depositor")and we("Relationship Institution")agree to be legally bound by this ICS Deposit
Placement Agreement, effective when you and we have signed it. If the Custodial Account will be a joint account, each
owner of the Custodial Account must sign this Agreement.
RELATIONSHIP INSTITUTION SOLE OR PRIMARY DEPOSITOR
Institution: Encore Bank Depositor: City of Yorkville
Signature: Signature:
Name and title of authorized signatory: Name and title of authorized signatory (if not individual):
Rob Fredrickson
Finance Director
Date signed: Depositor TIN or approved alternate identifier(and type):
36-6006169
Email: rfredrickson@yorkville.il.usk/ll
Date signed: lA2// 07(675--
ADDITIONAL DEPOSITOR (FOR JOINT ACCOUNT)
Depositor:
Signature:
Depositor TIN or approved alternate identifier(and type):
Email:
Date signed:
ADDITIONAL DEPOSITOR (FOR JOINT ACCOUNT)
Depositor:
Signature:
Depositor TIN or approved alternate identifier(and type):
Email:
Date signed:
(Add signature lines as needed.)
10 ICS DPA—Bank Version 2024-11
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Schedule 1 to ICS Deposit Placement Agreement
Program Deposits and Program Withdrawals
This Schedule 1 is part of the ICS Deposit Placement Agreement ("Agreement'). Terms not defined in this
Schedule 1 have the meanings, if any, assigned elsewhere in the Agreement.
1. Specified Terms
The Same-Day Deposit Cutoff Time is as follows:
01:30 AM ✓ PM Eastern ✓ Central Mountain Pacific
(insert time) (check AM or PM) (check time zone)
Daylight Saving Time applies when nationally in effect unless checked here
2. Program Deposits
(a) The Triggering Event for a Regular Program Deposit is a Regular Program Deposit request by you that we
receive and accept. Subject to the terms and conditions of this Agreement, if such a Triggering Event occurs, we will
transfer the requested amount to the Deposit Accounts at ICS Settlement on the next Business Day.
(b) The Triggering Event for a Same-Day Program Deposit is a Same-Day Program Deposit request by you that we
receive and accept before the Same-Day Deposit Cutoff Time on a Business Day. Subject to the terms and conditions
of this Agreement, if such a Triggering Event occurs, we will transfer the requested amount to the Deposit Accounts at
ICS Settlement later on the same Business Day.
(c) If a Triggering Event for a Program Deposit occurs,we may debit the Root Account and credit a holding account
before the transfer of funds to the Deposit Accounts occurs at ICS Settlement. Funds held in a holding account may not
accrue interest prior to ICS Settlement.
3. Program Withdrawals
(a) The Triggering Event for a Regular Program Withdrawal is a Regular Program Withdrawal request by you that
we receive and accept. Subject to the terms and conditions of this Agreement, if such a Triggering Event occurs, we
will transfer the requested amount from the Deposit Accounts at ICS Settlement on the next Business Day.
(b) The Triggering Event for a Same-Day Program Withdrawal is a Same-Day Program Withdrawal request by you
that we receive and accept before the Same-Day Withdrawal Cutoff Time on a Business Day. Subject to the other terms
and conditions of this Agreement, if such a Triggering Event occurs, we will transfer the requested amount from your
Deposit Accounts at ICS Settlement later the same Business Day.
(c) Subject to the terms and conditions of this Agreement, and subject to the rules and cutoff times that otherwise
apply to root accounts with us, we may in our discretion advance funds to you in anticipation of a Program Withdrawal
to honor your debit transactions in the Root Account so long as the sum of your Root Account balance and your balance
in the Deposit Accounts of the applicable type, after taking into account any pending Program Deposits and any pending
Program Withdrawals, is not less than zero. We may do so even if the amount of the debit transaction exceeds your
Root Account balance. You will owe us any amounts that we credit as advances in anticipation of a Program Withdrawal
and we will retain those amounts from the funds we receive at ICS Settlement.
(d) If a Triggering Event for a Program Withdrawal occurs, we may credit the Root Account and debit a holding
account before the transfer of funds from the Deposit Accounts occurs at ICS Settlement.
S1-1 ICS DPA Schedule 1 T3-Version 2024-11
IntraFi
Schedule 2 to ICS Deposit Placement Agreement
Account Type, Placement Feature, and Exclusions
This Schedule 2 is part of the ICS Deposit Placement Agreement("Agreement'). Terms not defined in this Schedule
2 have the meanings, if any, assigned elsewhere in the Agreement.
1. Account Type
We will place deposits for you in DDAs.
to
We will place deposits for you in MMDAs. E v You may Withdrawals perp m six MMDA Program
f month.
F" We may place deposits for you in DDAs, No per-month MMDA Program Withdrawal
MMDAs, or both. limit applies.
(Check one above.) (If MMDAs will or may be used, check one above.)
2. Placement Feature
We may use the Reciprocal Feature, the One-Way Feature, or both in placing
deposits for you.
E ' We will use only the Reciprocal Feature in placing deposits for you.
1-1 We will use only the One-Way Feature in placing deposits for you.
(Check one above.)
3. Exclusions
(a) You may place depository institutions on your Exclusions List by identifying them in the list below, unless we
specify another means by which you will provide your Exclusions List.
(b) The Exclusions List should include the city and state of the depository institution's main office (rather than the
city and state of a branch location). The Exclusions List may also include the institution's FDIC certificate number or
transit routing number. If you do not list any exclusions enter"none" under Name of Institution on the first line (but your
signature after a blank list will constitute your acknowledgment that you have not listed any exclusions).
S2-1 ICS DPA Schedule 2-Version 2024-11
IntraFi
(c) Exclusions List:
Name of Depository Institution City and State FDIC Certificate or Routing Number
PIA Agreement on File
(Add lines if necessary.)
Signature of sole or primary Depositor
S2-2 ICS DPA Schedule 2-Version 2024-11
Custodial Agreement
You, the undersigned, enter into this Custodial Agreement("Agreement")with the following financial institution ("we"
or"us"):
Encore Bank
1. Pursuant to this Agreement, you authorize us to hold and act as your custodian with respect to all deposit
accounts, including all time deposits, money market deposit accounts, and demand deposit accounts, issued or
established pursuant to the CDARS Deposit Placement Agreement, the ICS Deposit Placement Agreement, or a
predecessor agreement ("Deposit Accounts")for funds of yours placed as deposits through CDARS°, the Certificate of
Deposit Account Registry Service®, or ICS®, the IntraFi Cash Service®, and all your security entitlements and other
related interests and assets with respect to the Deposit Accounts ("Related Entitlements"). The custodial account in
which we will hold the Deposit Accounts and Related Entitlements ("Custodial Account") comprises all the CDARS and
ICS custodial accounts that we maintain for you.
2. As your custodian, we may (i) cause the Deposit Accounts to be titled in our name or in the name of our sub-
custodian, (ii) collect for your account all interest and other payments of income or principal pertaining to the Deposit
Accounts, (iii)endorse on your behalf any check or other instrument received for your account that requires endorsement,
(iv) in accordance with your instructions, deposit your funds in, or withdraw your funds from, the Deposit Accounts, (v)
in accordance with your instructions, deliver or transfer funds from another account with us to the Deposit Accounts or
deliver or transfer funds from the Deposit Accounts to another account with us, (vi) for Deposit Accounts that are time
deposits, surrender for payment for your account maturing CDs and those for which early withdrawal is requested, (vii)
execute and deliver or file on your behalf all appropriate receipts and releases and other instruments, including whatever
certificates may be required from custodians or may be necessary to obtain exemption from taxes and to name you
when required for the purpose of the instrument, and (viii) take such other actions as are customary or necessary to
effectuate the purposes of this Agreement.
3. For purposes of Article 8 of the Uniform Commercial Code in applicable state law ("UCC"), we will act as your
securities intermediary for, and will treat as financial assets, any Deposit Accounts and Related Entitlements that we
hold for you pursuant to this Agreement. The Custodial Account will be a securities account, as defined in the UCC.
4. We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena,
warrant, or other legal process that we believe (correctly or otherwise) to be valid. We may notify you of such process
by telephone, electronically, or in writing. If we are not fully reimbursed for records research, imaging, photocopying,
and handling costs by the party that served the process, we may charge such costs to your account, in addition to any
minimum fee we charge for complying with legal processes.
5. We may honor any legal process that is served personally, by mail,or by electronic mail or facsimile transmission
at any of our offices or an office of our agent(including locations other than where the funds, records, or property sought
is held), even if the law requires personal delivery at the office where your account or records are maintained.
6. We will have no liability to you for any good-faith act or omission by us in connection with this Agreement. You
agree to indemnify us and our sub-custodian, and to hold us and our sub-custodian harmless from, all expenses
(including counsel fees), liabilities, and claims arising out of any good-faith act or omission by us in connection with this
Agreement or compliance with any legal process relating to the Custodial Account that we believe(correctly or otherwise)
to be valid. You agree to pay any service charges that we impose on the Custodial Account.
7. You may be an individual in an individual capacity, more than one individual in a joint capacity, or a trust,
partnership, corporation, or other legal entity. We may accept instructions on your behalf from any individual who signs
this Agreement as or on behalf of a Depositor and from any of the following individuals:
1 CAT-Version 2024-11
Name Title or Legal Capacity
David Lutter SVP
Laura Clarke SVP
Paula Cooper SVP
Gregory Kubitz SVP
(Add lines if necessary.)
The remainder of this page is intentionally left blank.
2 CAT-Version 2024-11
By signing below, you ("Depositor") and we ("Relationship Institution") agree to be legally bound by this Custodial
Agreement, effective when you and we have signed it. If the Custodial Account will be a joint account, each owner of
the Custodial Account must sign this Agreement.
RELATIONSHIP INSTITUTION SOLE OR PRIMARY DEPOSITOR
Institution: Encore Bank Depositor: City of Yorkv.le
Signature: Signatur
e:
Name and title of authorized signatory: Name and title of authorized signatory (if not individual):
Rob Fredrickson
Finance Director
Date signed: Depositor TIN or approved alternate identifier(and type):
36-6006169
Email: rfredrickson@yorkville.il. s�
Date signed: ///
ADDITIONAL DEPOSITOR (FOR JOINT ACCOUNT)
Depositor:
Signature:
Depositor TIN or approved alternate identifier(and type):
Email:
Date signed:
ADDITIONAL DEPOSITOR (FOR JOINT ACCOUNT)
Depositor:
Signature:
Depositor TIN or approved alternate identifier(and type):
Email:
Date signed:
(Add signature lines as needed.)
3 CAT-Version 2024-11