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COLLATERAL SECURITY AGREEMENT
(For Nevada Public Deposits Secured Under Pooled Collateral Method)
This
COLLATERAL SECURITY AGREEMENT
(“Agreement”)
,
to accept and collateralize
public funds deposits, is made and entered into on the date last herein written by and between the
state of Nevada, acting through its Office of the State Treasurer (“Treasurer”) and
_______________________________ (“Depository”) with its principal place of business in
______________.
WHEREAS
, chapter 356 of the Nevada Revised Statutes (NRS) and chapter 356 of the
Nevada Administrative Code (NAC) authorizes the Treasurer to enter into this Agreement,
subject to the approval of the Nevada Board of Finance; and
WHEREAS
, the Depository desires to act as a depository for public funds as described
in NRS 356.360; and
WHEREAS
, the Depository has certain types of bonds and/or securities ascribed to it in
subsection 1 of NRS 356.360 (collectively “Collateral”) which may be pledged for the benefit of
the Treasurer with any insured state or national bank or insured state or federal credit union or
savings and loan association other than the Depository or an affiliation thereof, as collateral to
secure deposits of public funds with the Depository; and
WHEREAS
, the Depository has or intends by agreement to transfer said Collateral to a
third party depository (hereinafter referred to as “Custodian”) pursuant to subsection 1 of NRS
356.360 which will accept and hold said Collateral in trust for the use and benefit of the
Treasurer to secure deposits of public funds so deposited at the Depository; and
WHEREAS
, the Treasurer oversees the program to monitor collateral as described in
NRS 356.350; and
WHEREAS
, this Agreement shall become effective on the date approved by the Nevada
Board of Finance;
NOW THEREFORE
, in consideration for the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually
agreed as follows:
1.
Subject to Nevada Law
. All uninsured public funds on deposit shall be
collateralized in accordance with the provisions of NRS chapter 356 and NAC
chapter 356, and subsequent amendments thereof. To the extent any terms of this
Agreement are inconsistent with the provisions of NRS chapter 356 or NAC chapter
356, the provision of NRS chapter 356 and NAC chapter 356 shall control.
2.
Depository Representations
. The Depository represents and warrants, as required
by NRS chapter 356 and NAC chapter 356, it is an insured state or national bank or
insured state or federal credit union or savings and loan association, with offices in
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the state of Nevada. The Depository agrees to hold acceptable collateral authorized
and approved in accordance with applicable Nevada law, including but not limited to
NRS chapter 356 and NAC chapter 356, as the law currently exists and as may be
amended from time to time.
3.
Approval
. The Depository represents that it is duly authorized and has the full right,
power and authority to execute this Agreement and to pledge and grant a security
interest with respect to the Collateral, by approval and resolution of its Board of
Directors or Loan Committee, which approval and resolution is reflected in the
minutes of a meeting of that body, certification of which is attached to this
Agreement as
Exhibit A
and incorporated herein by this reference.
4.
Pledge of Collateral
. The Depository agrees to deliver and place Collateral with the
Custodian pursuant to paragraph (1) of NAC 356.120 by agreement attached hereto
as
Exhibit B
and incorporated herein by this reference. The Depository hereby
further pledges and grants for the benefit of the Treasurer a continuing security
interest in said Collateral placed with the Custodian to secure uninsured deposits of
public funds held in the Depository pursuant to NRS chapter 356 and NAC chapter
356 under this Agreement, or in the case of book entry securities, instructing the
Custodian to make the necessary book entries on the Custodian’s books or causing
the appropriate federal reserve bank Custodian to make such entries on its books and
identifying the eligible Collateral as being pledged to the Treasurer. The Depository
shall be entitled to income on any and all interest, dividends, distributions and sums
distributed or payable from such Collateral, and all proceeds and profits of any of
said Collateral, unless the Depository fails to pay any part of any public deposit on
demand of the Treasurer. The Depository shall provide the Treasurer with evidence
of pledged Collateral by reporting to the Treasurer as described in subsection 1(d) of
NRS 356.360 and section 1 of NAC 356.140.
5.
Minimum Collateral
. At all times during the term of this Agreement, the
Depository agrees:
a. To maintain on deposit with the Custodian, for the benefit of the Treasurer,
acceptable Collateral having a fair market value that is at least 102 percent of
the amount of the uninsured balances of the public money of the public
depositor held by the Depository.
b. Should the Depository not maintain the minimum level of Collateral required
to be held by the Custodian as described in paragraph (a), the Depository must
pledge additional collateral to meet the requirements described in paragraph
(a) on or before the close of market on the same business day that the
Depository fails to maintain the minimum level of Collateral required by
paragraph (a).
c. Depository agrees that at no time will the Depository hold public money in an
amount exceeding the total equity of the Depository as reflected in the
financial statements of the Depository.
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6.
Ownership, Additions, Release or Substitution of Collateral
. The Depository
represents and warrants that it is the owner of the Collateral and that such Collateral
is and will remain free and clear of any and all security interests, liens and claims of
any other person, except for the security interest and pledge granted in this
Agreement to the Treasurer. The Depository shall be deemed to repeat such
representation with respect to Collateral delivered in addition to or in substitution of
the existing Collateral. The Depository shall have the right at any time, with prior
written approval of the Treasurer, to substitute acceptable Collateral of equal or
greater fair market value. No Collateral may be substituted when the substitution is
less than the existing fair market value without written approval of the Treasurer. No
Collateral may be released without written approval of the Treasurer.
7.
Maintenance of Collateral
. The Depository agrees to take all steps required by it
under applicable law to create, maintain and perfect the Treasurer’s security interest
in the Collateral granted by this Agreement. The Depository agrees to execute any
additional documents or take whatever other action is requested by the Treasurer to
perfect and continue the Treasurer’s security interest in the Collateral.
8.
Continuously Maintain Agreement
. The Depository agrees that it will immediately
upon execution of this Agreement keep and continuously maintain an executed copy
of this Agreement, the agreement provided for in paragraph 4 above, and such other
customary writings and records sufficient to identify the Collateral which has been
pledged to the Treasurer.
9.
Termination
. This Agreement shall continue in full force and effect for as long as
the Depository holds deposits of public funds that are required to be collateralized as
described in NRS 356.360. Notwithstanding the foregoing, either party may
terminate its participation under this Agreement for any reason by giving written
notification of termination to the other. Termination becomes effective ninety (90)
days after the date the non-terminating party receives such written notice of
termination.
10.
Successors and Assigns
. This Agreement is continuing and binding upon the
Depository, its successors and assigns, and shall inure to the benefit of the Treasurer,
and his successor and assigns.
11.
Default and Remedies
. The Depository shall be in default of this Agreement upon:
failure to place Collateral with the Custodian; failure to repay public funds deposited
with the Custodian in accordance with the terms of the deposit; failure to perform any
of the material terms of this Agreement; closure, suspension or revocation by any
federal or state authority or banking regulators; or any representation, warranty or
statement made or furnished to the Treasurer by or on behalf of the Depository
proving to have been false in any material respect when made or furnished. In the
event of default, the Treasurer shall have all the rights and remedies of a secured
party provided for at law or in equity, by NRS chapter 356, NAC chapter 356 or by
Nevada law.
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12.
Service Fees
.
The Depository acknowledges and agrees that the Depository shall
compensate the Treasurer for services under this Agreement pursuant to a pro rata
assessment as provided for in NRS 356.370. Any service charge or other
compensation of any kind or nature whatsoever which is to be paid to the Custodian
for the safekeeping of the Collateral as provided for in this Agreement shall be done
exclusively by the Depository.
13.
Attorney’s Fees
. In the event either party is required to commence any suit or action
to enforce the terms of this Agreement, the prevailing party is entitled to recover its
reasonable attorney’s fees and costs.
14.
Amendments or Modifications
. No alteration, variation, amendment, modification
or waiver of any provision of this Agreement or waiver of any right hereunder shall
be valid or binding on any party hereto unless it is reduced to writing and is signed by
all of the parties.
15.
Governing Law
. This Agreement shall be governed by the laws of the state of
Nevada and, whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under said laws; provided,
however, if any provision of this Agreement shall be construed to be prohibited or
invalid under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity without invalidating the remainder of such provision or
remaining provisions in this Agreement.
IN WITNESS THEREOF
, the parties have executed this Agreement on the ________ day of
________________, ______ by the undersigned duly authorized officers of the parties hereto.
ACCEPTED:
FOR TREASURER:
_____________________________ ___________________
(Signature) (Title)
FOR DEPOSITORY:
_____________________________ ___________________
(Signature) (Title)