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BCRUA_R-13-09-18-6BRESOLUTION NO. R-13-09-18-6B WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (BCRUA) desires to enter into a Depository Collateral Agreement with East West Bank, Now Therefore BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, That the General Manager/Investment Officer is hereby authorized and directed to execute on behalf of the BCRUA a Depository Collateral Agreement with East West Bank, 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 18th day of September, 2013. ~::.:.=...-:..~~ ority ATTEST: 7t2~hd {J.dtJtU MICHELL CANTWELL Secretary Z:IBCRUAIBoard PackelsIPacke' Docoments\2013109 18 13IRes BCRUA -Agreement w-East Wesl Bank (00282664) DOC ----------------- --- DEPOSITORY COLLATERAL AGREEMENT BETWEEN THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, TEXAS AND EAST WEST BANK This Depository Collateral Agreement is made and entered into as of , 2013, between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY (BCRUA), TEXAS, hereinafter referred to as " BCRUA ", and East West Bank, hereinafter referred to as "BANK." BCRUA has selected BANK and designated BANK as a depository to receive time or demand deposits from BCRUA. I. BANK and BCRUA will designate a custodian ("CUSTODIAN") to hold in trust, according to the terms and conditions of this Agreement, any necessary collateral and substitute collateral which may be required under this Agreement. II. BCRUA shall have the power to determine and designate the character and amount of the funds which will be deposited in the BANK. III. During the term of this Agreement period, BCRDA will through appropriate action of its BCRDA Board, designate the officer or officers, who singly or jointly will be authorized to represent and act on behalf of BCRDA in any and all matters of every kind arising under this Agreement and to (a) execute and deliver to BANK an electronic funds transfer agreement (and any addenda thereto), (b) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of BCRDA , and (c) make withdrawals or transfers by written instrument. IV. BANK will be compensated for any and all services rendered to BCRDA under this Depository Agreement. V. All funds on deposit with BANK to the credit of BCRDA above the FDIC insurance limit shall be secured by collateral held by CUSTODIAN and identified by CUSTODIAN as pledged by BANK to BCRUA (the "COLLATERAL") as provided for in BCRDA' s Investment Policy and Public Funds Collateral Act (Texas Government Code Chapter 2257) and upon which BCRUA shall have first and prior lien. Bank hereby pledges to BCRDA and grants to BCRDA a security interest in the Collateral to secure all funds on deposit with BANK to the credit of BCRUA above the FDIC insurance limit. Exhibit "A" VI. The total market value of the COLLATERAL (which includes accrued interest or income) securing such deposits will be in an amount at least equal to 102% of such deposits plus the amount of any accrued interest thereon and less the amount that such deposits are insured by an agency or instrumentality of the United States Government. The BANK will be liable for the monitoring and maintaining of the required collateral margins and levels at all times. The market price on the COLLATERAL will be obtained from a primary dealer. The final determination of such value shall be at the discretion of BCRUA, whose decision shall be final and binding. Authorized COLLATERAL will be limited to: obligations of the US Government, its agencies and instrumentalities, including mortgage backed securities VII. The BANK shall have the right of substitution of securities, and the lien hereby created thereon is released by BCRUA provided that the securities substituted meet the requirements set forth above. VIII. If at any time the market value of said securities shall be or become more than 102% of the total amount of BCRUA funds on deposit with the BANK, the BANK may withdraw securities from the COLLATERAL and the withdrawn securities are released from the pledge. IX. Should BANK fail at any time to pay and satisfy, when due, any check, transfer, draft or voucher lawfully drawn against BCRUA deposits, or in any manner breach its agreement with BCRUA, BCRUA shall give written notice of such failure or breach and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within the three (3) business days or should the BANK be declared insolvent by a Federal bank regulatory agency, BCRUA may demand CUSTODIAN to surrender the COLLATERAL to BCRUA. BCRUA may sell all or any part of the COLLATERAL and out of the proceeds thereof, pay BCRUA all damages and losses sustained together with any expenses incurred by it of any kind on account of such failure. COLLATERAL may be sold by BCRUA at public or private sale provided however that BANK shall have one business day notice of the time and place of the sale and BANK shall have the right to bid at such sale. X. BANK shall send to BCRUA, on an annual basis, audited annual financial statements. XI. It is the intention of the parties hereto that the covenants and agreements, terms and conditions hereof shall extend to the entire period during which the BANK shall act as depository for BCRUA. Either BANK or BCRUA shall have the right to terminate this Agreement at any time by advance written to the other of its election to do so and this Agreement shall be void from and 2 after the expiration of ninety (90) days after receipt of such notice, provided all provisions of this Agreement have been fulfilled. When the relationship of BCRUA and BANK shall have ceased to exist, and when BANK has properly paid out all deposits to BCRUA, BCRUA shall notify CUSTODIAN to release all COLLATERAL to the BANK. XII. Notwithstanding any of the provisions hereof, BCRUA shall have, and does hereby retain the right to utilize other depositories and the right to terminate this contract whenever in its judgment the interest of BCRUA may demand. XIII. The execution of this agreement has been authorized by resolution of the Board of Directors or Loan Committee of the BANK. EXECUTED, this _ day of , 2013 under the provisions of FIRREA.. FOR THE BANK: Signature Title Name (Printed) FOR THE CITY: Signature Title Name (Printed) 3 DATE: September 13, 2013 SUBJECT: BCRUA Board Meeting -September 18, 2013 ITEM: 6B. Consider a resolution authorizing the BCRUA's Investment Officer to execute a Depository Collateral Agreement with East West Bank for time deposits construction and escrow funds. in PRESENTER: Tom Gallier General Manager r=1~AL ~X~l:UT~[) [)()l:UM~~T V~~[)I~f7 §1f7~ATUl?~§ r=l?()M (A§T W~§TI3A~1\ ---_._._-------­ DEPOSITORY COLLATERAL AGREEMENT BETWEEN THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, TEXAS AND EAST WEST BANK This Depository Collateral Agreement is made and entered into as of , 2013, between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY (BCRUA), TEXAS, hereinafter referred to as " BCRUA ", and East West Bank, hereinafter referred to as "BANK." BCRUA has selected BANK and designated BANK as a depository to receive time or demand deposits from BCRUA. I. BANK and BCRUA will designate a custodian ("CUSTODIAN") to hold in trust, according to the terms and conditions of this Agreement, any necessary collateral and substitute collateral which may be required under this Agreement. II. BCRUA shall have the power to determine and designate the character and amount of the funds which will be deposited in the BANK. III. During the term of this Agreement period, BCRUA will through appropriate action of its BCRUA Board, designate the officer or officers, who singly or jointly will be authorized to represent and act on behalf of BCRUA in any and all matters of every kind arising under this Agreement and to (a) execute and deliver to BANK an electronic funds transfer agreement (and any addenda thereto), (b) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of BCRUA , and (c) make withdrawals or transfers by written instrument. IV. BANK will be compensated for any and all services rendered to BCRUA under this Depository Agreement. V. All funds on deposit with BANK to the credit of BCRUA above the FDIC insurance limit shall be secured by collateral held by CUSTODIAN and identified by CUSTODIAN as pledged by BANK to BCRUA (the "COLLATERAL") as provided for in BCRUA' s Investment Policy and Public Funds Collateral Act (Texas Government Code Chapter 2257) and upon which BCRUA shall have first and prior lien. Bank hereby pledges to BCRUA and grants to BCRUA a security interest in the Collateral to secure all funds on deposit with BANK to the credit of BCRUA above the FDIC insurance limit. VI. The total market value of the COLLATERAL (which includes accrued interest or income) securing such deposits will be in an amount at least equal to 102% of such deposits plus the amount of any accrued interest thereon and less the amount that such deposits are insured by an agency or instrumentality of the United States Government. The BANK will be liable for the monitoring and maintaining of the required collateral margins and levels at all times. The market price on the COLLATERAL will be obtained from a primary dealer. The final determination of such value shall be at the discretion of BCRUA, whose decision shall be final and binding. Authorized COLLATERAL will be limited to: obligations of the US Government, its agencies and instrumentalities, including mortgage backed securities VII. The BANK shall have the right of substitution of securities, and the lien hereby created thereon is released by BCRUA provided that the securities substituted meet the requirements set forth above. VIII. If at any time the market value of said securities shall be or become more than 102% of the total amount of BCRUA funds on deposit with the BANK, the BANK may withdraw securities from the COLLATERAL and the withdrawn securities are released from the pledge. IX. Should BANK fail at any time to pay and satisfy, when due, any check, transfer, draft or voucher lawfully drawn against BCRUA deposits, or in any manner breach its agreement with BCRUA, BCRUA shall give written notice of such failure or breach and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within the three (3) business days or should the BANK be declared insolvent by a Federal bank regulatory agency, BCRUA may demand CUSTODIAN to surrender the COLLATERAL to BCRUA. BCRUA may sell all or any part of the COLLATERAL and out of the proceeds thereof, pay BCRUA all damages and losses sustained together with any expenses incurred by it of any kind on account of such failure. COLLATERAL may be sold by BCRUA at public or private sale provided however that BANK shall have one business day notice of the time and place of the sale and BANK shall have the right to bid at such sale. X. BANK shall send to BCRUA, on an annual basis, audited annual financial statements. XI. It is the intention of the parties hereto that the covenants and agreements, terms and conditions hereof shall extend to the entire period during which the BANK shall act as depository for BCRUA. Either BANK or BCRUA shall have the right to terminate this Agreement at any time by advance written to the other of its election to do so and this Agreement shall be void from and 2 after the expiration of ninety (90) days after receipt of such notice, provided all provisions of this Agreement have been fulfilled. When the relationship of BCRUA and BANK shall have ceased to exist, and when BANK has properly paid out all deposits to BCRUA, BCRUA shall notify CUSTODIAN to release all COLLATERAL to the BANK. XII. Notwithstanding any of the provisions hereof, BCRUA shall have, and does hereby retain the right to utilize other depositories and the right to tenninate this contract whenever in its judgment the interest of BCRUA may demand. XIII. The execution of this agreement has been authorized by resolution of the Board of Directors or Loan Committee of the BANK. EXECUTED, this _ day of , 2013 under the provisions ofFIRREA.. FOR THE BANK: Signature Title Name (Printed) FOR THE CITY: ~tl4 Signature Title Name (Printed) 3