"Security Agreement for Certificate of Deposit" - Louisiana

Security Agreement for Certificate of Deposit is a legal document that was released by the Louisiana Workforce Commission - a government authority operating within Louisiana.

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  • Released on July 8, 2008;
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SECURITY AGREEMENT FOR CERTIFICATE OF DEPOSIT
Last Revised 7/08/08
1.
DATE: ______________________________
2.
PARTIES: The parties to this agreement are the employer (herein "Grantor") and the Office of
Workers' Compensation, Louisiana Workforce Commission, State of Louisiana (herein "OWC").
3.
APPEARANCE OF GRANTOR.
Grantor's { } social security number { } federal employer identification number is:
_______________ Grantor's (A) Parish (es) in which it does business, and (B) location of its chief
executive office are: (A) __________________________________________________
(B) _______________________________________________________________________
4.
SECURITY INTEREST. Grantor grants to OWC a continuing security interest in the
property described below (herein "Collateral") to secure the prompt payment of Grantor's
workers' compensation liabilities (herein "Obligations").
5.
OBLIGATIONS. The security interest granted herein in the Collateral shall secure the prompt
payment of all present and future Obligations, including, but not limited to, prompt payment of workers'
compensation payments, the furnishing of medical treatment, or any other requirement under the
provisions of the Louisiana Workers' Compensation Act, LSA-R.S. 23:1021 et seq., and any
amendments thereto, as well as rules and regulations promulgated in accordance therewith, and, upon
the occurrence of a default under this agreement legal expenses and attorney's fees incurred by OWC in
collecting or enforcing payment or performance of such Obligations and all funds spent by OWC in
preserving or protecting or realizing on the Collateral described herein of Grantor to OWC, pursuant to
the provisions of the Louisiana Workers' Compensation Act, and particularly pursuant to the provisions
of LSA-R.S. 23:1168 and Rules of the OWC Fiscal Responsibility Unit (herein "Rules") promulgated
thereunder.
6.
COLLATERAL. The Collateral shall consist of all of the following described property and Grantor's
rights, title and interest in such property, whether now owned or hereafter acquired by Grantor and
wheresoever located:
Certificate of Deposit date _______________, 20____ issued by ____________________ for the
account of Grantor in the sum of $____________________ and identified by Certificate (Receipt or
Confirmation Advice, if applicable) No. _______________ together with any and all renewals and
extensions thereof, all cash and non-cash proceeds of all or any of the foregoing, in whatever form, and
all proceeds of such proceeds. All interest shall accrue to the account of, or be collected and transmitted
to, the Grantor, provided he is not in default in the payment of compensation or the annual premium tax
(as provided for in the above reference Rules)
All accessions, accessories, additions, amendments, attachments, modifications, parts, replacements and
substitutions to any of the above; All proceeds from any policies of insurance pertaining to any of the
above, to the extent authorized by Chapter 9 of the Louisiana commercial Laws of any other applicable
SECURITY AGREEMENT FOR CERTIFICATE OF DEPOSIT
Last Revised 7/08/08
1.
DATE: ______________________________
2.
PARTIES: The parties to this agreement are the employer (herein "Grantor") and the Office of
Workers' Compensation, Louisiana Workforce Commission, State of Louisiana (herein "OWC").
3.
APPEARANCE OF GRANTOR.
Grantor's { } social security number { } federal employer identification number is:
_______________ Grantor's (A) Parish (es) in which it does business, and (B) location of its chief
executive office are: (A) __________________________________________________
(B) _______________________________________________________________________
4.
SECURITY INTEREST. Grantor grants to OWC a continuing security interest in the
property described below (herein "Collateral") to secure the prompt payment of Grantor's
workers' compensation liabilities (herein "Obligations").
5.
OBLIGATIONS. The security interest granted herein in the Collateral shall secure the prompt
payment of all present and future Obligations, including, but not limited to, prompt payment of workers'
compensation payments, the furnishing of medical treatment, or any other requirement under the
provisions of the Louisiana Workers' Compensation Act, LSA-R.S. 23:1021 et seq., and any
amendments thereto, as well as rules and regulations promulgated in accordance therewith, and, upon
the occurrence of a default under this agreement legal expenses and attorney's fees incurred by OWC in
collecting or enforcing payment or performance of such Obligations and all funds spent by OWC in
preserving or protecting or realizing on the Collateral described herein of Grantor to OWC, pursuant to
the provisions of the Louisiana Workers' Compensation Act, and particularly pursuant to the provisions
of LSA-R.S. 23:1168 and Rules of the OWC Fiscal Responsibility Unit (herein "Rules") promulgated
thereunder.
6.
COLLATERAL. The Collateral shall consist of all of the following described property and Grantor's
rights, title and interest in such property, whether now owned or hereafter acquired by Grantor and
wheresoever located:
Certificate of Deposit date _______________, 20____ issued by ____________________ for the
account of Grantor in the sum of $____________________ and identified by Certificate (Receipt or
Confirmation Advice, if applicable) No. _______________ together with any and all renewals and
extensions thereof, all cash and non-cash proceeds of all or any of the foregoing, in whatever form, and
all proceeds of such proceeds. All interest shall accrue to the account of, or be collected and transmitted
to, the Grantor, provided he is not in default in the payment of compensation or the annual premium tax
(as provided for in the above reference Rules)
All accessions, accessories, additions, amendments, attachments, modifications, parts, replacements and
substitutions to any of the above; All proceeds from any policies of insurance pertaining to any of the
above, to the extent authorized by Chapter 9 of the Louisiana commercial Laws of any other applicable
law; and All books and records pertaining to any of the above.
7.
REPRESENTATIONS, WARRANTIES AND COVENANTS. Grantor represents,
warrants and covenants to OWC that:
a. Grantor is and shall remain the sole owner of the Collateral;
b. Grantor shall defend the Collateral against all claims and demands of all persons at any time
claiming any interest therein;
c. Grantor shall not amend, extend, modify, replace, or substitute any certificate of deposit
constituting the Collateral without the prior consent of OWC as provided in its Rules.
d. Grantor has the right and is duly authorized to grant this security interest and to enter into and
perform its Obligations under this agreement;
e. Grantor has not violated and shall not violate any applicable federal, state, parish, county or
municipal statute, regulation or ordinance which may materially and adversely affect its business
operations or financial condition or the Collateral' and
f. Grantor has not performed any acts or signed any agreements which might prevent OWC from
enforcing any of the terms of this agreement or which would limit OWC in any such enforcement.
No security agreement or similar or equivalent document or instrument covering all or any part of
the Collateral has been executed by Grantor and remains in effect.
8.
SALE OF COLLATERAL. Grantor shall not assign, covey, lease, sell, transfer or otherwise dispose
of any of the Collateral to any third party without the prior written consent of OWC.
9.
ACKNOWLEDGMENT AND OTHER PAPERS. Grantor shall take all actions and execute all
papers required by OWC to attach, perfect and maintain its security interest in the Collateral and
establish and maintain its right to receive the payment of the proceeds of the Collateral, including, but
not limited to, executing and acknowledgments, amendments, and other papers required by Chapter 9 of
the Louisiana commercial Laws or other applicable law. Grantor shall pay the costs of filing such
papers in all offices wherever filing or recording is deemed by OWC to be necessary or desirable.
10.
INQUIRES AND NOTIFICATION TO THIRD PARTIES. Grantor hereby authorizes OWC to
contact any third party and make any inquiry pertaining to Grantor's financial condition or the
Collateral. In addition, OWC is authorized to provide oral or written notice of its security interest in the
Collateral and the obligations and record of financial transactions pertaining thereto any third party.
Furthermore, Grantor hereby grants any third party the right to disclose to OWC any records of its
financial transactions with Grantor.
11.
POWER OF ATTORNEY. In the event or default (as detailed in section 13), Grantor hereby appoints
OWC as his attorney-in-fact to endorse Grantor's name on all instruments and other remittances payable
to Grantor with respect to the Collateral or other papers pertaining to OWC actions in connection with
the Collateral. The powers of attorney described in this paragraph are coupled with an interest and are
irrevocable.
12.
INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. In addition to reporting
requirements or inspection rights established by the Louisiana Workers' Compensation Act and by the
Rules, Grantor shall allow OWC or its agents to examine, inspect and make abstracts and copies of the
Collateral and Grantor's books and records pertaining to Grantor's business operations and financial
condition or the Collateral during normal business hours. Grantor shall provide any assistance required
by OWC for these purposes. All of the signatures and information pertaining to the Collateral or
contained in the books and records shall be genuine, true, accurate and complete in all respects. Grantor
shall note the existence of OWCA's security interest in his books and records pertaining to the
Collateral.
13.
DEFAULT. Grantor shall be in default under this agreement in the event that Grantor: a) fails to pay
or perform any one or more of the Obligations, b) violates any provision of the Louisiana Workers'
Compensation Act, including but not limited to LSA-R.S. 23:1168, and the Rules promulgated
thereunder, c) dies, d) dissolves, liquidates or terminates existence, e) becomes insolvent, f) becomes
unable to pay debts as they mature, g) suspends business, h) engages in a respite, i) engages in an
assignment for the benefit of creditors, j) becomes the subject of a receivership, k) allows his property to
become subject to any tax lien or be sold by local, state or federal taxing authorities, l) conceals,
removes, transfers or permits to be concealed, removed, or transferred any of his property with intent to
hinder, delay or defraud any creditors, m) transfers any of his property to any creditor on account of an
antecedent debt while insolvent if such transfer has the effect of preferring that creditor over other
creditors, n) files or has filed against him a petition for an order for relief under the Bankruptcy code, o)
breeches any representation, warranty, or covenant to OWC contained in this agreement or any other
present or future, written or oral agreement, p) provides or causes any false or misleading signature or
representation to be provided to OWC.
14.
RIGHTS AND REMEDIES OF OWC ON DEFAULT. If there is a default under this agreement,
OWC shall be entitled to exercise one or more of the following remedies without notice, demand, or
putting in default (which are expressly waived):
a. To exercise all remedies and rights allowed OWC under Chapter 9 of the Louisiana
Commercial Laws, other applicable Chapters of the Louisiana Commercial Laws, and all other
applicable law:
b. To transfer the whole or any part of the Collateral into the name of OWC or its nominee:
c. To notify any person obligated in any of the Collateral to make payment directly to OWC of any
amounts due or to become due thereon;
d. To set off and apply the Collateral to all or any part of the indebtedness;
e. To sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future
delivery, and at such price or prices as OWC may deem satisfactory. OWC may be the purchaser of
any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily
sold in a recognized market or is of a type which is the subject of widely distributed standard price
quotations, at any private sale). Grantor will execute and deliver such documents and take such
other action as OWC deems necessary or advisable in order that any such sale may be made in
compliance with law. Upon any such sale OWC shall have the right to deliver, assign and transfer to
the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the
Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any
equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted
by law, hereby specifically waives all rights or redemption, stay or appraisal which it has or may
have under any law now existing or hereafter adopted. Grantor agrees that the Collateral is of a type
customarily sold on a recognized market and that the value of the Collateral is readily and fully
ascertainable at any time from its face, and hence no appraisal and no prior written notice to Grantor
of the time and place of any sale or other intended disposition of any of the Collateral will be
necessary for such sale or disposition to be "commercially reasonable." A notice (if any) of such
sale shall (i) in case of a public sale, state the time and place fixed for such sale, and (ii) in the case
of a private sale, state the day after which such sale may be consummated. Any such public sale
shall be held at such time or times within ordinary business hours at such place or places as OWC
may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an
entirety or in separate parcels, as OWC may determine. OWC shall not be obligated to make any
such sale pursuant to any such notice. OWC may, without notice or publication, adjourn any public
or private sale or cause the same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or place to which the same may be so
adjourned. Incase of any sale of all or any part of the Collateral on credit or for future delivery, the
Collateral so sold may be retained by OWC until the selling price is paid by the purchaser thereof,
but OWC shall not incur any liability in case of the failure of such purchaser to take up and pay for
the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like
notice.
15. CONFESSION OF JUDGEMENT, CONSENT TO EXECUTORY PROCESS AND WAIVER OF
DEMAND FOR PAYMENT. Grantor does hereby acknowledge the Obligations secured by this
agreement, whether now existing or arising hereafter, and does hereby confess judgement in favor of
OWC for the full payment and performance of the Obligations secured hereby. Grantor further agrees
that in the event of a default under this agreement, OWC may seize and sell any of the Collateral under
executory process. Grantor hereby waives in favor of OWC: (i) the benefit of appraisement as provided
in Louisiana Code of Civil Procedure Articles 2332, 2336, 2724, and all other laws conferring the same;
(ii) the demand and three days delay accorded by Louisiana Code of Civil Procedure Article 2639 and
2721; (iii) the notice of seizure required by Louisiana Code of Civil Procedure Articles 2293 and 2721;
(iv) the three days' delay provided by Louisiana code of Civil Procedure Articles 2331 and 2722; and
(v) the benefit of the other provisions of Louisiana code of Civil Procedure Articles 2331, 2722 and
2723, not specifically mentioned above.
16.
APPLICATION OF PAYMENTS. All payments made by or on behalf of Grantor and all credits due
to grantor from the disposition of the Collateral or otherwise may be applied against the amounts paid
by OWC (including attorney's fees and legal expenses) in connection with the exercise of its rights or
remedies described in this agreement and any interest thereon and then to the payment of the remaining
Obligations in whatever order OWC chooses.
17.
REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. OWC may advance in its sole
discretion and Grantor shall reimburse OWC for all amounts (including, but not limited to, the
reasonable expenses of retaining, holding, preparing for sale, selling, and the like, attorney's fees as set
forth in paragraph 22, below, and legal expenses) expended by OWC in the performance of any action
required to be taken by Grantor or the exercise of any right or remedy belonging to OWC under this
agreement, together with legal interest thereon from the date of payment until the date of
reimbursement. These sums shall be included in the definition of Obligations and shall be payable upon
demand.
18.
SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and inure to the benefit of
Grantor and OWC and their respective successors, assigns, trustees, receivers, administrators, personal
representatives, heirs, succession representatives, legatees, and devisee.
19.
NOTICES. Any notice or other communication to be provided under this agreement shall be sent to the
parties at the addresses described in this agreement or such other address as the parties may designate in
writing from time to time.
20.
SEVERABILITY. If any provision of this agreement violates the law or is unenforceable, the rest of
the agreement shall remain valid.
21.
APPLICABLE LAW. This agreement shall be governed by the laws of Louisiana. Grantor consents
to the jurisdiction and venue of any court located in Louisiana in the event of any legal proceeding under
this agreement.
22.
COLLECTION COSTS. If OWC hires an attorney to assist in collecting any amount due or enforcing
any right or remedy under this agreement, Grantor agrees to pay OWC's reasonable attorney's fees and
collection costs subject to any restrictions imposed by law.
23.
REMEDIES CUMULATIVE. All rights and remedies of OWC shall be cumulative and may be
exercised individually or together and in any order. The election by OWC or any specific remedy shall
not preclude the exercise of other remedies.
24.
LIMITATION ON DUTY OF OWC. Beyond the exercise of reasonable care in the custody thereof,
OWC shall have no duty as to any Collateral in its possession or control or in the possession or control
of any agent or bailee or any income thereon, except as may be provided in the Louisiana Workers'
Compensation Act as now existing or as hereafter amended, and any rules or regulations promulgated in
accordance therewith. OWC shall be deemed to have exercised reasonable care in the custody of the
Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any loss or damage to any of the
Collateral, or for any diminution in the value thereof, by reason of the act or omission of any broker or
other agent or bailee selected by OWC in good faith.