Ala. Admin. Code 892, ch. 892-X-1, app A
STATE OF ALABAMA
OFFICE OF STATE TREASURER
SAFE DIVISION
AUTHORIZED REPRESENTATIVE(S) AND SIGNATURE CERTIFICATION
The undersigned officer/official of _________________________________________
(Name of Depository)
hereby certifies that the person(s) named below are duly empowered and authorized by the Board of Directors to represent and act on behalf of this Depository in any and all matters in the SAFE Program, including the completion of required SAFE reports, the issuance of instructions and the authority to enter into agreements/contracts with the State Treasurer concerning all cash and security transactions on behalf of this Depository. Once filed, the Treasurer shall accept any one of the following signatures for these purposes until countermanded in writing or superseded by a new certification.
CERTIFICATION OF ADOPTION OF DIRECTORS' RESOLUTION (For use if the Depository uses FHLB Letters of Credit as Collateral)
At a duly constituted meeting of the Board of Directors of
___________________________, held on _________ day of _______________, 20___, the following resolution was adopted:
WHEREAS, ____________________________________________________, a FDIC insured depository institution, desires to be a Qualified Public Depository for Alabama public deposits pursuant to applicable Alabama law (the "SAFE Program"); and
WHEREAS, the SAFE Program applicable Alabama law requires the Depository to execute a Contingent Liability Agreement, Collateral Agreement(s), and an Authorized Representative(s) and Signature Certification in order to meet the requirements of a Qualified Public Depository; and
WHEREAS, the Depository also will execute a Federal Home Loan Bank Letters of Credit Application and Agreement Governing Use (the "LC Application and Agreement") in order to induce the State Treasurer of the State of Alabama to allow the Depository to use Federal Home Loan Bank letters of credit issued for the account of the Depository in connection with satisfying the Depository's collateral-pledging requirement under the SAFE Program.
NOW, THEREFORE, it is hereby
RESOLVED, that the Board of Directors do hereby affirm that the Contingent Liability Agreement, dated ___________________, all and any Collateral Agreements which this institution may enter into in order to hold public deposits of the state of Alabama under the SAFE Program, the LC Application and Agreement and an Authorized Representative(s) and Signature Certification, have been formally adopted by the Board of Directors.
FURTHER RESOLVED, that the Contingent Liability Agreement, any and all Collateral Agreements, the LC Application and Agreement and the Authorized Representative and Signature Certification, shall be an official record of this Depository.
I, the undersigned, Secretary of ______________________________, do hereby certify that the foregoing is a true, complete and accurate copy of the resolution duly adopted by the Board of Directors at a meeting held on the aforementioned date, at which a quorum of the directors were present; and do further hereby certify that the resolution has not been altered, amended, appealed or rescinded and is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Depository this _________ day of _________________, 20____.
(Seal) By: _____________________________________
Secretary
CONTINGENT LIABILITY AGREEMENT
Purpose. The purpose of this Agreement is to secure public deposits pursuant to the Security for Alabama Funds Enhancement Act, Sections 41-14A-1, et seq., Code of Alabama 1975, as amended from time to time (hereinafter the "SAFE Act") and any and all rules and regulations promulgated by the SAFE Board of Directors to implement the SAFE Act, as amended from time to time (hereinafter the "SAFE Rules"); the SAFE Act and the SAFE Rules being referred to hereinafter as the "SAFE Program."
Definitions. Terms used herein shall have the definitions given them in Section 41-14A-2, Code of Alabama 1975, as amended from time to time, and the SAFE Rules.
Parties. The parties (hereinafter "Parties") to this agreement (hereinafter "Agreement") are the State Treasurer (hereinafter "Treasurer"), and __________________________________________________ of _________________________, Alabama (hereinafter "Depository"), and ________________________________ of _________________________________ (hereinafter "Custodian").
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
Except in the case of any FHLB L/Cs and otherwise as necessary for Treasurer to enforce the security interest of the Treasurer, Depository shall not be deemed to have transferred ownership of any Pledged Collateral to Treasurer, but Depository's ownership of the Pledged Collateral shall be subject to a valid and enforceable lien and security interest in favor of the Treasurer. When a sale is made pursuant to the provisions of the SAFE Program and the purchase price paid, title to the securities sold will be transferred to the purchaser, and the purchaser is authorized to have the securities registered in the name of the purchaser or its nominee.
In accordance with the terms of the LC Application and Agreement, FHLB L/Cs, if approved for use by the Treasurer, shall be issued to and held by the Treasurer and proceeds received by or payable to the Treasurer upon any drawing under any FHLB L/Cs, shall be paid, as designated by the Treasurer, to the Treasurer for deposit to the Loss Payment Fund under the SAFE Program or shall be deposited with an independent custodian designated by the Treasurer (the "Treasurer's Designated Custodian") for such purpose.
(1) If to the Treasurer:
SAFE Division Office of State Treasurer
P.O. Box 302510
Montgomery, AL 36130-2510
Phone: (334) 242-7508 Fax: (334) 353-4354
E-mail: safe@treasury.state.al.us
(2) If to the Depository: ______________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
(3) If to the Custodian:
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
[Remainder of this page left blank intentionally]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date written below. This Agreement becomes effective when accepted and signed by the Treasurer.
Acknowledged and Agreed to:
DEPOSITORY and Seal ___________________________________________
_____________________________________ ___________________________________
Signature of Authorized Officer Signature of Authorized Officer
_____________________________________ ____________________________________
Printed Name Printed Name
_____________________________________ ____________________________________
Title Title
Date ________________________________ Date ______________________________
CUSTODIAN and Seal ___________________________________________
_____________________________________ ____________________________________
Signature of Authorized Officer Signature of Authorized Officer
_____________________________________ ____________________________________
Printed Name Printed Name
_____________________________________ ____________________________________
Title Title
Date ________________________________ Date ______________________________
STATE TREASURER and Seal
______________________________________
Signature of State Treasurer
______________________________________
Printed Name of State Treasurer
Date _________________________________
CONTINGENT LIABILITY AGREEMENT
Purpose. The purpose of this agreement is to secure public deposits pursuant to the Security for Alabama Funds Enhancement Act, Sections 41-14A-1, et seq., Code of Alabama 1975, as amended (hereinafter the "SAFE Act") and any and all rules and regulations promulgated by the Board to implement the SAFE Act (the "SAFE Rules"), the SAFE Act and the SAFE Rules being referred to hereinafter as the "SAFE Program."
Definitions. Terms used herein shall have the definitions given them in Section 41-14A-2, Code of Alabama 1975, as amended, and any applicable SAFE Rules.
Parties. The parties (hereinafter "Parties") to this agreement (hereinafter "Agreement") are the State Treasurer (hereinafter "Treasurer"), and ________________________________________________ of _____________________________, Alabama (hereinafter "Depository").
Depository represents that it is a bank or savings institution organized and existing under the laws of the state of Alabama, any other state of the United States, or the United States. Depository represents that it is authorized pursuant to the laws of this state or the United States to conduct, and is conducting, the business of making loans and taking deposits in this state. Depository represents that it has deposit insurance under the provisions of the Federal Deposit Insurance Act, 12 U.S.C. §§ 1811 et seq.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
(1) Depository guarantees all Public Depositors against loss caused by the default or insolvency of any and all other Qualified Public Depositories of the SAFE Program.
(2) Depository, in case of a Default or Insolvency, agrees to be bound by the procedures for payment of losses on behalf of the Loss Payment Fund and procedures promulgated by the SAFE Board of Directors. Depository also agrees to be bound by and to perform in strict accordance with the terms and provisions of all Collateral Agreements executed by Depository and its designated Custodian (hereinafter the "Collateral Agreement," whether one or more) and, if applicable, the Federal Home Loan Bank Letters of Credit Application For Approval and Agreement Governing Use (the "LC Application and Agreement") executed by Depository in conjunction with the use of Federal Home Loan Bank letters of credit ("FHLB L/Cs") in connection with the satisfaction of Depository's Collateral-Pledging Requirement.
(3) Depository acknowledges that it is responsible for determining what accounts are Public Deposits, for correctly identifying Public Deposits on its records, and for properly reporting and collateralizing such accounts in compliance with the SAFE Program.
(4) Depository acknowledges that it is responsible at all times for having pledged to the Treasurer (or, in the case of FHLB L/Cs, issued to the Treasurer) the Depository's Required Collateral to secure Public Deposits held and hereby agrees to enter the Collateral Agreement to provide the Treasurer with a perfected security interest in all securities used as collateral and to recognize the Treasurer's rights in and to all funds received by the Treasurer or the Treasurer's designated custodian from drawings on FHLB L/Cs issued for the account of the Depository.
(5) Depository certifies that all collateral used to meet the Depository's Required Collateral (other than FHLB L/Cs, if applicable, which will be issued to the Treasurer as sole beneficiary and therefore will be owned by the Treasurer) will be the property of the Depository free of any and all encumbrances and that the Treasurer shall possess a perfected security interest in such collateral for as long as it may be required.
(6) Depository agrees to comply with all the reporting requirements promulgated by the SAFE Board of Directors.
(7) Depository agrees that under conditions resulting from mergers, consolidations, sales of assets, and similar transactions involving the Depository, this Agreement will succeed and be assumed by the resulting Depository for sixty (60) days until new agreements can be executed, as provided in the SAFE Rules.
(8) The Depository agrees that this Agreement will remain in effect for a period of twelve (12) months following voluntary or involuntary withdrawal from the SAFE Program and then be considered expired.
(9) The Depository agrees that any information or forms submitted by electronic data pursuant to the SAFE Program shall have the same enforceability as a signed writing.
(10) The Treasurer agrees that any information submitted by a Depository under the SAFE Program, if made confidential by any law of the United States or of this state and if the SAFE Board of Directors is notified by the Depository of such confidentiality, shall be considered confidential and exempt from the provisions of Section 36-12-40, as amended, and not subject to dissemination to anyone other than the SAFE Board of Directors and the Treasurer.
(11) This signed Agreement shall remain in effect until replaced with an updated agreement or until the Depository's contingent liability in the SAFE Program expires.
(12) This Agreement shall be accompanied by a certified resolution of the Depository's Board of Directors (on the appropriate form of Certification of Adoption of Directors' Resolution specified in the SAFE Rules) verifying the Board's authorization, approval and adoption of the terms and conditions of this Agreement, the Collateral Agreement(s) and the LC Application and Agreement, if applicable. This Agreement, the Collateral Agreement and the LC Application and Agreement, if applicable, shall become a part of the official record of the Depository.
(13) This Agreement shall be accompanied by (1) an Authorized Representative(s) and Signature Certification, and (2) Collateral Agreement(s). The Certification and Collateral Agreement(s) shall remain in effect until replaced with updated documents.
(14) The Depository shall provide the Treasurer with certified notice of any changes in organizational structure affecting this agreement.
(15) All notices and communications provided hereunder shall be in writing addressed as follows:
(1) If to the Treasurer:
SAFE Division
Office of State Treasurer
P.O. Box 302510
Montgomery, AL 36130-2510
Phone: (334) 242-7508 Fax: (334) 353-4354
E-mail: safe@treasury.state.al.us
(2) If to the Depository:
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
_______________________________________
In witness whereof, the parties hereto have executed this Agreement under seal as of the date written below. This Agreement becomes effective when approved and signed by the Treasurer.
Acknowledged and Agreed to: Signature Guarantee or Attest by an Authorized Officer:
(Seal) _______________________________
Name of Depository
By: _________________________________________ ___________________________________________
Signature of Authorized Officer
Printed Name: _________________________________ ___________________________________________
Title: ________________________________________ ___________________________________________
Date: _______________________________________ ___________________________________________
Depository Tax ID: _____________________________
Depository Charter Date: ________________________
Acknowledged and Agreed to:
(Seal) State Treasurer
State of Alabama
By: _______________________________________
Signature of State Treasurer
Printed Name: ______________________________
Date: ______________________________________
FEDERAL HOME LOAN BANK LETTERS OF CREDIT APPLICATION FOR APPROVAL AND AGREEMENT GOVERNING USE SAFE PROGRAM
I.DATE OF AND PARTIES TO THE AGREEMENT
This Agreement is effective_____________________________ . The parties to this Agreement are the State Treasurer, State of Alabama (hereinafter referred to as "Treasurer") and the Qualified Public Depository (hereinafter referred to as "QPD").
II. DEFINITIONS
Terms used herein shall have the definitions given therein in Section 41-14A-2, Code of Alabama 1975, as amended from time to time (the "SAFE Act"), and any rules or regulations promulgated by the SAFE Board of Directors, as amended from time to time (the "SAFE Rules").
III. NAME CHANGE INFORMATION
If there are Federal Home Loan Bank letters of credit already issued to the Treasurer under a former QPD member account name that will continue to be used to meet collateral requirements for this QPD pursuant to Section 41-14A-5, Code of Alabama, list the former name:
IV. AGREEMENT PURSUANT TO RULE 892-X-1-.18
As an inducement for the Treasurer to approve the use of FHLB letters of credit in connection with satisfying the QPD's Collateral-Pledging Requirement under the SAFE Program, the QPD represents and warrants to the Treasurer and covenant and agree with the Treasurer as follows:
A. The QPD is a member of the FHLB of (the "FHLB"). The QPD shall arrange for issuance by FHLB and delivery to the Treasurer of one or more letters of credit that meet the requirements of Section 41-14-35, Code of Alabama and Rule 892-X-1-.18 ("FHLB L/Cs"). The use of FHLB L/Cs to satisfy SAFE collateral requirements and all transactions involving FHLB L/Cs require the Treasurer's prior written approval and shall be subject to all requirements, conditions, limitations and restrictions of the SAFE Act and the SAFE Rules. QPD agrees to comply with all requirements, conditions, limitations and restrictions of the SAFE Act and the SAFE Rules, relating to FHLB L/Cs and their use to satisfy SAFE collateral requirements, all of which such requirements, conditions, limitations and restrictions are incorporated herein by this reference. QPD may apply for approval of amendments to any FHLB L/C as provided in Rule 892-X-1-.18. In no event may FHLB L/Cs issued to the Treasurer for the account of the QPD constitute a greater percentage of the total collateral required to be maintained by the QPD under the SAFE Program than the limit (the "LC Pledging Limit") established by the SAFE Rules.
B. Unless earlier executed and delivered by the QPD, this Agreement must be accompanied by the appropriate forms of Collateral Agreement, Contingent Liability Agreement, Authorized Representative(s) and Signature Certification, and Certification(s) of Adoption of Directors' Resolution specified in Rule 892-X-1-.19.
C. The QPD shall be responsible for all costs and expenses in the use, confirmation and amendment of FHLB L/Cs issued to the Treasurer and acknowledges that these costs and expenses shall not be a charge against the Treasurer or the State of Alabama.
D. The QPD agrees that any information, form, or report electronically transmitted to the Treasurer shall have the same enforceability as a signed writing of the QPD.
E. This Agreement shall be authorized, approved or ratified by a certified resolution of the Board of Directors of the QPD verifying the Board's acceptance, approval and authorization of the terms and conditions of this Agreement. This Agreement shall become a part of the official records of the QPD. Contemporaneously with execution of this Agreement, the QPD shall provide to the Treasurer an executed Certification of Adoption of Directors' Resolution pursuant to Rule 892-X-1-.19 to confirm the QPD's compliance with this Section IV.E.
F. The Treasurer shall have the unconditional right, without further proceedings and without notice of any kind to the QPD or any other person (other than the FHLB in accordance with the terms of the FHLB L/C) to draw, in whole or in part, and in either single or multiple drafts, on any or all FHLB L/Cs held by the Treasurer pursuant to this Agreement at any time prior to the expiration of the applicable FHLB L/C if the Treasurer, in his or her discretion, determines that it is necessary to draw on the FHLB L/C.
G. This Agreement shall be governed by the laws of the State of Alabama, exclusive of its conflicts of laws principles.
H. The use, both initial and continuing, of FHLB L/Cs in connection with the satisfaction of the QPD's Collateral-Pledging Requirement under the SAFE Program, either generally or in the case of a particular QPD, shall remain subject to the discretion of the Treasurer. Accordingly, this Agreement will not be deemed to create any enforceable legal rights of the QPD. In addition, in no event shall FHLB, any Public Depositors, any Qualified Public Depositories or any other person or entity be deemed to be intended or implied third-party beneficiaries of this Agreement.
In witness whereof, the parties hereto have executed this Agreement under seal as of the date written below. This Agreement becomes effective only when approved and signed by the Treasurer.
Acknowledged and Agreed to:Signature Guarantee or Attest by an Authorized Officer:
(Seal) ___________________________ Name of
Depository
By: _____________________________ Signature of Authorized Officer
Title: _____________________________________
Date: _____________________________________
Depository Tax ID: ___________________________
Depository Charter Date: ______________________
Acknowledged and Agreed to:
(Seal) State Treasurer State of Alabama
By: _______________________________________
Printed Name: _______________________________
Date: _____________________________________
PUBLIC DEPOSIT CLAIM AND AGREEMENT
Public Depositor Account Information
Name: _________________________________________________ Tax ID No. _________________________
Address: ______________________________________________________________________________________
Qualified Public Depository (QPD) Information
QPD's Name __________________________________________________________________________________
For protection under the SAFE Program, the depository MUST be a QPD
Account Details:
| Account Number | Account Type | Account Name | Principal Amount | Accrued Interest | Total |
Total Claimed ________________
NOTE: Additional pages may be attached as needed to document accounts.
Documentation of Claim: The following documents are required to be submitted in support of this claim.
A. Proof of Existence as "Public Entity"; i.e., Articles of Incorporation, etc.
B. Proof of Authorization to execute this form; i.e., resolution signed by official Agreement for Settlement of Claim The public depositor, by submission of this claim, agrees to the following terms:
(1) The total amount claimed on page one (1) of this form may be reduced and/or adjusted by amount(s) resulting from payment to the claimant under FDIC coverage or other adjustments.
(2) The details and procedures as stated in the SAFE Law at Section 41-14A-1 through 41-14A-14 of the Code of Alabama have been read and are understood.
(3) The Public Depositor accepts complete responsibility for research, if required, to support its assertion that the claim made covers a qualified public deposits and is not exempt from the SAFE law.
(4) Assignment to the Treasurer for the account of the Loss Payment Fund of any interest in funds that become available to the defaulted qualified public depository.
(5) Indemnification of the Treasurer, the SAFE Board of Directors, and the State of Alabama for any claims of other parties, including costs of litigation and attorneys' fees, with respect to the claim.
(6) The attached Proof of Existence and Proof of Authorization documents are true and correct.
I declare that I have read the foregoing Public Deposit Claim Form and Agreement, that the facts stated in it are true, and that I have read and understand all the terms stated therein.
By: _________________________________________________ Date: _________________
Authorized Signature for Public Depositor
Name: _______________________________________________ Phone: ________________
Title: ________________________________________________ Fax: __________________
STATE OF ALABAMA
COUNTY OF ___________________
Sworn to and subscribed before me this _____ day of _____________________, 20 _____.
(Seal) ____________________________________
Signature of Notary Public
My commission expires _____________
Ala. Admin. Code 892, ch. 892-X-1, app A