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4.01 4.1 AGREEMENTS\Glens Falls National Bank—Positive Pay Service—6-19-2023 RESOLUTION AUTHORIZING POSITIVE PAY SERVICE AGREEMENT WITH GLENS FALLS NATIONAL BANK AND TRUST COMPANY RESOLUTION NO.: 12023 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, at the recommendation of the Town Budget Officer, the Queensbury Town Board wishes to enter into a Positive Pay Service Agreement with Glens Falls National Bank and Trust Company (Bank), whereby the Bank will import an Electronic Issue File detailing the checks issued on the Town's accounts and perform a comparison of checks presented for payments against the checks in the Issue File, and WHEREAS, such proposed Agreement is presented at this meeting, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes the Positive Pay Service Agreement with Glens Falls National Bank and Trust Company as delineated in this Resolution, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to sign such Agreement substantially in the form presented at this meeting along with any other needed documentation and the Town Supervisor and/or Town Budget Officer to take any and all action necessary to effectuate the terms of this Resolution. Duly adopted this 19t'day of June, 2023,by the following vote: AYES NOES ABSENT: Glens Falls National Bank and Trust Company Positive Pay Service Agreement This Agreement, dated as of 6/2/2023 ,is by and between Glens Falls National Bank and TrustCompany,with its primary offices located at 250 Glen Street,Glens Falls,NY 12801(hereafter referred to as "Bank")and Town of Queensbury ,with its primary offices located at 742 BAY RD QUEENSBURY NY©(hereafter referred to as"Customer").This Agreement describes the terms and conditions by which the Bank provides Positive Pay services("Services")to the Customer.In consideration of the mutual promises set forth below,the parties agree as follows: DESCRIPTION OF SERVICE Positive Pay is a fee-based service provided to Customers who will import an electronic issue file that details the checks issued on their account(s)("Issue File").The Bank performs a comparison of checks presented for payment against the checks in the Issue File.Presented checks that do not match the Issue File will be identified as "Exceptions"and will be made available to the customer through Business Online Banking.The Customer will be responsible for providing a payment decision through Business Online Banking by the cutoff time established by the Terms of this Agreement. TERMS OF SERVICE 1.0 Issue File The Customer will import an electronic Issue File through Business Online Banking.in a predetermined format. 1.1 Format The Customer is solely responsible for the creation of the Issue File, including the cost of any programming provided by third parties. 1.2 Timing It's recommended that the Issue File be imported through Business Online Banking by 6:00pm on the day prior to the date of issue. 1.3 Method of Transmission The Customer will import its Issue Files using Business Online Banking.A separate agreement is required for this service. 2.0 Positive Pay Exceptions The Bank will notify the Customer of exceptions through Business Online Banking.The Bank will make exceptions available to the Customer by the opening of business on the first business day following presentment of the check(s).Checks that are presented in person to a Bank Teller will be subject to verification against the Issue File.Exceptions will not be honored and the presenter will be referred back to the Customer. 2.1 Exception Handling The Customer will review the Exceptions through Business Online Banking.Payment decisions must be made and submitted no later than 11:00am the same day the exceptions are made available to the Customer.IF THE CUSTOMER DOES NOT PROVIDE THE BANK WITH A PAYMENT DECISION WITHIN THE ESTABLISHED TIME FRAME,THE BANK WILL RETURN THE ITEM AS UNPAID. Revised 04/03/2023 1 Glens Falls National Bank and Trust Company Positive Pay Service Agreement 2.2 Exception Reasons A Presented Check which does not match the check number,payee,and exact amount of the Item provided in the Issue File will be identified by the Bank as an"Exception Item"subject to further review.Note:Handwritten checks will cause increased exceptions based on payee verification. Company has total responsibility for matching check number,payee,and amount of the check as provided by Company in the Issue File. 2.3 Overdrawn Checks Checks that are not exceptions but overdraw the account may or may not be paid by the Bank. The Customer will not be contacted regarding overdrawn checks. 2.4 Checks Presented to a Bank Teller Checks that are presented in person to a teller at any Bank office for immediate payment will be negotiated only if they are a valid issue and are not considered to be Exceptions.The Customer may be contacted if a check is presented as an Exception for a payment decision.If the Customer is not contacted,the check(s)will not be negotiated.The presenter will be referred to the Customer for explanation and may be informed that a Positive Pay Exception was identified. 3.0 Non-Check Items Company agrees and understands that the Services apply only to MICR encoded paper checks.The Services and this Services Agreement shall not apply to any electronic funds transfer(EFT),Automated Clearing House(ACH)transaction,or check that has been converted to an ACH transaction. 4.0 Security 4.1 Purpose Customer and Bank shall comply with the security procedure requirements described herein with respect to files and emails transmitted by the Customer to the Bank.The Customer acknowledges that the purpose of such security procedures is for verification of authenticity and not to detect an error in the transmission or content of a file.The Customer is responsible for errors in transmission or content of any file or email and is responsible for maintenance of security procedures set forth in this Agreement. 4.2 Customer Responsibilities The Customer is strictly responsible to establish and maintain procedures to safeguard against unauthorized or incorrect transmissions.Customer warrants that no individual will be allowed to initiate file transfer or send payment decisions in the absence of proper Customer supervision and safeguards,and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any logons,passwords,codes,security devices and related instructions provided by the Bank in connection with these security procedures for the access rights granted. If Customer believes or suspects that any such information or instructions have been discovered or accessed by unauthorized persons,Customer agrees to notify Bank immediately followed by written confirmation. Revised 04/03/2023 2 Glens Falls National Bank and Trust Company Positive Pay Service Agreement The occurrence of such unauthorized access will not affect any files or decisions received in good faith by Bank prior to receipt of such notification.The Bank will attempt to prevent unauthorized payment decisions or actions if changes are made thereafter. 4.3 Security Procedures—Business Online Banking The Bank grants access to Business Online Banking,as defined in any pertinent Business Online Banking User Agreement,to perform file transfers and payment decisions.The Customer agrees to establish security standards and policies that include proper safeguards to protect the confidentiality of all login IDs,passwords and other authentication identifiers that are assigned to or chosen by the Customer for initiating file transfer using this system.Any file received using a valid combination of a login ID and password will be considered authentic,valid and binding by the Customer and Bank.With regard to Internet use,the Customer warrants and agrees: (a) That each file has been imported in a manner which employs a commercially reasonable fraudulent transaction detection system. (b) That the Customer has established to its own satisfaction in a commercially reasonable manner the identity of the person importing a file. (c) That the Customer has established a secure Internet environment using commercially reasonable industry standard security technology providing a level of security that,at a minimum,is equivalent to 128-bit encryption technology. (d) That the Customer will conduct an annual audit to ensure that all information it receives and sends is protected by security practices and procedures that include,at a minimum, adequate levels of(1)physical security to protect against theft,tampering,damage, unauthorized use and access;(2)personnel and control to ensure security as provided herein;and(3)network and communication security to ensure security as provided herein.The audit will be made available to Bank upon its request. 4.4 Compromise of Information If the Customer suspects or believes that any such information has been compromised,or that unauthorized files have been imported via the Service,it shall immediately call the Electronic Banking Department at 800-246-2415.Hours:Monday through Friday 8:00am to 6:00pm and Saturday 9:00am to 1:00p.m. 4.5 Liability The Bank shall not be liable for any damages whatsoever arising from or caused by the Customer's failure to comply with these provisions.Furthermore,the Bank will not be liable for any damages arising from or caused by any third parties,other than those damages directly arising from the gross negligence or willful misconduct of its employees after the Bank had obtained actual knowledge that an entry,payment or transfer was being placed in effect by a person without authority.In no event shall the Bank be liable for consequential damages.The Customer shall be solely liable for any losses arising from,through or as a result of its establishment or use of its security standards,policies and/or safeguards.Any unauthorized payment shall be presumed to have been caused by the Customer's lack of care in the establishment or use of such security standards,policies and/or safeguards. Revised 04/03/2023 3 • Glens Falls National Bank and Trust Company Positive Pay Service Agreement 5.0 Recording and Use of Communications Customer and Bank agree that all telephone conversations,emails or data transmissions between them or their agents made in connection with this Agreement may be electronically recorded and retained by either party by use of any reasonable means. 6.0 Assignment of Authorized Accounts Under Schedule A of this Agreement the Customer will detail a list of accounts to be used for Positive Pay. These accounts will remain authorized until the Customer provides the Bank a revised and fully executed Schedule A. 7.0 Liability 7.1 Indemnification The Customer agrees at all times to keep safe,indemnify and hold the Bank harmless:(i)from any claim,loss,action,damage,expense(including,but not limited to attorney's fees and court costs), litigation or liability resulting from any act or omission in connection with this Agreement or the Services or the Bank's endorsement on the Customer's behalf of any item of payment or warranty thereof,unless directly caused by the Bank's gross negligence or willful misconduct; and(ii)against all actions,proceedings,claims,demands,losses,outlays,damages or expenses, including legal expenses and reasonable attorney's fees,which the Bank may incur in defending, prosecuting,settling or discontinuing any proceedings,actions or claims in consequence of or arising directly or indirectly out of this Agreement,the services hereunder,the Bank's endorsement on the Customer's behalf,or warranty,of any item of payment.This section shall survive termination of this Agreement. The Bank's responsibility hereunder is limited to the exercise of ordinary care in the performance of services.The Customer hereby agrees that,unless resulting directly from the Bank's gross negligence or willful misconduct,the Bank will not be liable for any loss whatsoever including, without limitation,damage suffered by the Customer or any other person or entity in connection with this Agreement or the Services,or the Bank's or its agent's inability to render the Services due to natural or man-made disaster,power or equipment failure,severe weather condition, war,terrorists acts,emergency conditions,legal or government constraints or its use of any correspondent or agent,or any other cause beyond the Bank's reasonable control.In no event shall the Bank be liable for consequential damages. 8.0 Termination of Services This Agreement shall remain effective until it is terminated as detailed below. 8.1.Termination by the Customer Customer may terminate this Agreement at any time.Such termination shall be effective within five(5)business days following the day of Bank's receipt of written notice of such termination or such later date as is specified in that notice. 8.2 Termination by the Bank Bank reserves the right to terminate this Agreement at any time.Termination is immediate by providing written notice of such termination to Customer via email and/or first-class mail,both of which shall be effective upon mailing. Reasons for termination may include but are not limited to:willful misconduct by the Customer or its agents,a breach of security,or unauthorized activity involving the account.The Bank is not required to have a reason for termination or provide any reason to the Customer. Revised 04/03/2023 4 Glens Falls National Bank and Trust Company Positive Pay Service Agreement Termination of Services does not nullify any obligations set forth prior to termination,including indemnification of the Bank while acting on the Customer's behalf. 9.0 Fees The Customer shall pay the Bank the charges for the Services provided in connection with this Agreement as detailed in Schedule B.These charges will be auto-debited from the Account monthly from the designated fee account.All fees and services are subject to change upon twenty-one(21)calendar days prior written notice from the Bank to the Customer.Such charges do not include,and Customer shall be responsible for payment of,any sales,use,excise,value added,utility or other similar taxes relating to such services,and any fees or charges provided for in the Agreement between Bank and Customer. 10.0 Amendments From time to time Bank may amend any of the terms and conditions contained in this Agreement, including without limitation,any cut-off time,any business day,and any part of the Schedules attached hereto.Such amendments shall become effective upon notice when required to Customer or such later date as may be stated in Bank's notice to Customer,which shall be provided via email or first-class mail. 11.0 Records All forms of electronic media,entries,security procedures and related records used by Bank for transactions contemplated by this Agreement shall be and remain Bank's property.Bank may,at its sole discretion, make available such information upon Customer's request.Any expenses incurred by Bank in making such information available to Customer shall be paid by Customer. 12.0 Cooperation in Loss Recovery Efforts In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the Services provided under this Agreement,Bank and Customer will undertake reasonable effort to cooperate with each other,as permitted by applicable law,in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to refund or elects to pursue against a third party. 13.0 Entire Agreement This Agreement(including the Schedules attached hereto),together with the Account Agreement and Online Banking Service Agreement,are the complete and exclusive statement of the agreement between Bank and Customer with respect to the subject matter hereof and supersede any prior agreement(s) • between Bank and Customer with respect to such subject matter.In the event of any inconsistency between the terms of this Agreement and the Account Agreement,the terms of this Agreement shall govern.In the event performance of the Services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute,regulation or government policy to which Bank is subject,and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy,and Bank shall incur no liability to Customer as a result of such violation or amendment.No course of dealing between Bank and Customer will constitute a modification of this Agreement,the rules,or the security procedures or constitute an agreement between the Bank and Customer regardless of whatever practices and procedures Bank and Customer may use. Revised 04/03/2023 5 Glens Falls National Bank and Trust Company Positive Pay Service Agreement 14.0 Non-Assignment Customer may not assign this Agreement or any of the rights or duties hereunder to any person,whether resulting from transfer,merger,consolidation,sale or other business arrangement,without Bank's prior written consent.If there is a change in ownership,Customer must notify the Bank immediately. 15.0 Waiver Bank may waive enforcement of any provision of this Agreement.Any such waiver shall not affect Bank's rights with respect to any other transaction or modify the terms of this Agreement. 16.0 Binding Agreement and Benefit This Agreement shall be binding upon the parties hereto and their respective legal representatives.This Agreement is not for the benefit of any other person,and no other person shall have any right against Bank or Customer hereunder. 17.0 Headings Headings are used for reference purposes only and shall not be deemed a part of this Agreement. 18.0 Severability In the event that any provision of this Agreement shall be determined to be invalid,illegal or unenforceable to any extent,the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 19.0 Governing Law This Agreement shall be governed by the laws of New York State and by applicable federal law.The Customer submits to the jurisdiction of the state courts located in Warren County of the State of New York and the United States District Court for the Northern District of New York,without prejudice to the Bank's right to bring an action in any other forum.The Customer waives personal service of process and consents to service of process by certified or registered mail,return receipt requested,directed to the Customer at its address set forth in the records of the Bank.The Customer waives trial by jury in any proceeding brought by either party involving,directly or indirectly,any matter in any way arising out of, related to,or connected with,this Agreement,and the Customer also waives any objection based on forum non-conveniences,improper venue or personal jurisdiction,for any proceeding brought in any federal or state court located in the State of New York. 20.0 Limitation of Claims No suit,action,or claim,regardless of form,arising out of this Agreement shall be brought by Customer more than six months after any such cause of action or claim shall have occurred. Revised 04/03/2023 6 Glens Falls National Bank and Trust Company Positive Pay Service Agreement 21.0 Relationship Nothing herein shall be construed as constituting a partnership,joint venture or other agency relationship between the Customer and the Bank.The Bank shall be the customer's depository agent. By signing below both parties agree to the terms and conditions detailed above. The Customer representative verifies he or she is authorized by Corporate Resolution within the Business Online Banking User Agreement to enter into this Agreement on behalf of the Customer. Financial Institution: Company Name: Signature: Signature: 1 Print Name: Print Name: it) VLIA -- VlrD j/(7" v Title: Title: /jj csi/ irl/1 cr0`(- Date: Date: Revised 04/03/2023 7 Glens Falls National Bank and Trust Company Positive Pay Service Agreement SCHEDULE A: POSITIVE PAY-CUSTOMER SPECIFIC TERMS NEW n TERMINATE ALL POSITIVE PAY SERVICES UPDATE: El NEW ❑ gILLING ACCOUNT INFORMATION OPTIONS INFORMATION Company Name:TOWN OF QUEENSBURY Customer TIN: 14-6002393 Customer Key: 155954 Billing Options:Analysis Account to charge*: If billing option is"charge",please indicate specific account number to charge in coordinating field. The Primary Administrator will be granted the below access and is responsible for designating authorized users,limits and entitlements within Business Online Banking. Action Account# Account Name Add 10250659 CHECKING ACCOUNT By signing below both parties agree to the terms and conditions detailed above. The Customer representative must be authorized by Corporate Resolution within the Business Online Banking User Agreement to enter into this Agreement on behalf of the Customer. Financial Institution: Company Name: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Cash Management Verification: Revised 04/03/2023 8 Glens Falls National Bank and Trust Company Positive Pay Service Agreement SCHEDULE B: POSITIVE PAY FEE SCHEDULE SERVICE FEES Positive Pay Service Fee:$20.00 per account per month *Positive Pay and Full Account Reconciliation Service Fee:$35.00 per account per month *Separate Account Recon Addendum required Fees associated with this Positive Pay Agreement are subject to change at the Bank's discretion at any and all times.The Bank will evaluate the fee(s)for these Services minimally on an annual basis.Notice of such change will be provided in accordance with Section 10.0 FEES of this Agreement. Revised 04/03/2023 9