Loading...
BCRUA_R-09-05-20-8D RESOLUTION NO. R-09- WHEREAS, the Brushy Creek Regional. Utility Authority (BCRUA) desires to enter into a Collateral Security Agreement with Bank of America, N.A. , Now Therefore BE IT RESOLVED BY TIIE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, That the Board President is hereby authorized and directed to execute on behalf of the BCRUA a Collateral Security Agreement with Bank of America, N.A. , a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes . The Board hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this day of May, 2009. MITCJ FULLER, siderit Brus Greek_._ Tonal Utility Authority A T1,T T: (�A\" — rb Bo d Secretary 00160861/jkg COPY COLLATERAL SECURITY AGREEMENT This COLLATERAL SECURITY AGREEMENT is made and entered into on the date last herein written by and between the Brushy Creek Regional Utility Authority hereinafter called "Depositor", and Bank of America,N.A., a national banking association, organized under the laws of the United States and authorized by law to do banking business in the state of Texas, hereinafter called "Bank". Background Depositor, through action of its Governing Body, has designated Bank as a depository for public funds of the Depositor. During the term of this Collateral Security Agreement, the Depositor will, through appropriate action of its Governing Body, designate the officer, or officers, who singly or jointly will be authorized to represent and act on behalf of the Depositor in any and all matters of every kind arising under this Collaterai Security Agreement. Bank's Deposit Agreement is incorporated herein for all purposes; however, to the extent that any provision therein conflicts with any provision herein, this Collateral Security Agreement will control. All funds on deposit with Bank to the credit of the Depositor are required to be secured by collateral as provided in the state statute: Government Code Sections 2256 and 2257 of the state of Texas and subsequent amendments therefore, and Texas Local Government Code Chapters 105, 116 and 117 (if applicable); (hereinafter referred to as the "Public Funds law"). To perfect the security interest of the Depositor in the collateral pledged by the Bank, an independent third party financial institution, acceptable to both parties, will hold the collateral in a custody account maintained by Custodian (as defined below) in the name of Bank and subject to the control of Depositor. Such independent third party financial institution is hereafter referred to as "Custodian." NOW,. THEREFORE, in consideration of the foregoing, and for other consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: I. In accordance with the terms of this Collateral Security Agreement,Bank hereby pledges to Depositor, and grants to Depositor a security interest in, those assets owned by Bank and maintained by Custodian in the name of Bank and subject to the control of Depositor (hereinafter, the "Collateral"), to secure the deposits held by Bank for Depositor as required by the Public Funds law. a Il. The total market value of the Collateral (which includes accrued interest or income to the extent it is not included in the market price) will be in an amount at least equal to such amount as is required under the Public Funds law. W-ben additional Collateral is required to cover incremental deposits, Bank must.receive the request for Collateral prior to 9:30 a.m. mountain time or 10:30 a.m. central time. Twenty-four hours notice is necessary on incremental deposits that will result in the deposit of additional Collateral in excess of$3 Million. rn. Bank has heretofore or will immediately hereafter deliver to Custodian Collateral of the kind and character permitted by the Public Funds law of' sufficient amount and market value to provide adequate Collateral for the uninsured funds of Depositor deposited with Bank. The Collateral or substitute Collateral, as hereinafter provided for, shall be kept and retained by Custodian in an account maintained in the name of Bank and subject to the control of Depositor so long as the depository relationship between Depositor and Bank. shall exist hereunder. IV. Bank shall cause Custodian to accept the Collateral and hold the same for the purpose herein stated. V. Should Bank fail at any time to pay and satisfy, when due, any check, draft, or voucher lawfully drawn against any deposit, or in case Bank becomes insolvent or in any manner breaches its contract with Depositor, Depositor shall give written notice of such failure, insolvency or breach to Bank, and Bank shall have ten days to cure such failure, insolvency or breach. In the event Bank shall fail to cure such failure, insolvency or breach within ten days, it shall be the duty of Custodian, upon demand of Depositor (supported by proper evidence of any of the above-listed circumstances), to surrender the Collateral to the Depositor. Depositor may sell all or any part of the Collateral and out of the proceeds thereof pay Depositor all damages and losses sustained by it, together with all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to Bank for the remainder, if any, of the proceeds or Collateral remaining unsold. V1. Any sale of the Collateral, or any part thereof, made by Depositor hereunder may be either at public or private sale; provided, however, Depositor shall give to Bank ten days written 2 notice of the time and place where such sale shall lake place, and such sale shall be to the highest bidder therefor foi cash. Depositor and Bank shall have the right to bid at such sale. VII. If Bank shall desire to-sell-or-otherwise dispose of any one.or more of the securities so deposited with Custodian, it may substitute for any one or more of such securities other. securities of the same market value and of the character authorized herein. Such-right of substitution shall remain in full force and may be exercised by Bank as often as it may desire. VIll. Either Depositor or Bank shall have the right to terminate this .Agreement by advance written notice to the other of its election to do so, and this Agreement shall be void from and after the expiration of sixty days after the receipt of such notice, provided all provisions of this agreement have been fulfilled. The Bank will automatically terminate this Agreement when a Depositor has not required collateral coverage for one year: The Depositor will be notified of this termination at the following address and/or telephone number and/or fax: ADDRESS_ 221 E. Main Street A_DDRES_S: --- CITY, STATE, ZIP CODE: Round Rock, TX 78664 - --- �- -- ---- - - TELEPHONE NUMBER: 512-'218-5400 FAX NUMBER: _ � 512-218-7097 IX. Any notice required to be given to Bank in writing shall be sufficient if delivered to the following address: Bank of America Collateral Management NCI-007-25-03 100 N. Tryon St. Charlotte,NC 28255-0001 (800) 583-6408-phone (800) 896-6996-fax collateral.management@bankofamerica.com The Bank may change the above address by notifying Depositor by facsimile or by such other means as is consistent with Bank's usual means of notification to Depositor. 3 X- This agreement shall be binding irpon, and shall inure to the benefit of, the parties hereto and their respective corporate successors. Xl. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in uniting and is signed by all of the parties hereto. Executed the 20 day of May, 2009 by the undersigned duly authorized officers of the parties hereto. FOR BANK: (Si.gnatw•e)------ -------------------------- ('Title) FOR DEPOSITOR: Mitch Fuller, President (Sign ture) (Title) (Rev. 06-05) 9 DATE: May 15, 2009 SUBJECT: BCRUA Board Meeting— May 20,2009 ITEM: 8D. Consider a resolution authorizing the President to execute a Collateral Security Agreement with the Bank of America, N.A. PRESENTER: Cindy Demers, Assistant City Manager, City of Round Rock Justification/Background: This agreement sets forth the terms by which Bank of America will provide collateral security for BCRUA bank accounts.