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004.2013 Banking RESOLUTION AUTHORIZING BANKING TRANSACTIONS AND INTERNET-BASED BANKING SERVICES RESOLUTION NO.:4,2013 INTRODUCED BY: Mr.John Strough WHO MOVED ITS ADOPTION SECONDED BY: Mr.Tim Brewer WHEREAS, New York State Town Law Paragraph 64, Subdivision 1, requires the Town Board to annually designate its Depositories for Town Funds, and WHEREAS, in accordance with New York State General Municipal Law §5-a and §10 and Town Law §64, it is the duty of the governing boards of local government to adopt a system of internal controls for the documentation and reporting of all transfers or disbursements of funds accomplished by electronic or wire transfer, and WHEREAS, in accordance with prudent business and cash management practices the Queensbury Town Board wishes to formally specify the authorities under which business may be transacted with these Depositories, and WHEREAS, the Town previously received agreements providing for Internet-based banking services entitled: L Internet Banking and Bill Paying Service Agreement; 2. ACH Agreement; and 3. Wire Transfer Agreement (Governmental); NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby authorizes and directs the following actions: 1. The following individuals, in their official capacities, are authorized to transact the financial and banking business of the Town of Queensbury in accordance with all applicable laws and organization documents, and the specific authorities granted by this Resolution: Ronald Montesi, Supervisor John Strough, Deputy Supervisor Town Budget Officer Town Accountant 2. Each of the following banks has applied and consented to serve as Depository of Town funds and has executed a Third Party Custodian Agreement satisfactory to the Town Budget Officer/Accountant and Town Counsel and are hereby designated as approved Depositories: TD Bank Glens Falls National Bank and Trust Company J.P. Morgan Chase 3. The Town Supervisor, Town Budget Officer and Accountant, or any one of them, is/are hereby authorized to initialize opening a bank account or accounts from time to time with authorized banks and their affiliates for and in the name of the Town of Queensbury with such title or titles as he/she may designate, and to execute depository contracts that comply with Town Policy and operating procedures. To finalize any new account, all Town Board members need to execute the appropriate documentation required by the financial institution, including, but not limited to, signature cards. 2 4. The maximum FDIC insured amount which may be kept on deposit at each Bank at any time is $250,000. The amount over and above FDIC insurance of$250,000 which may be kept on deposit at each bank is limited the value of approved collateral, calculated in accordance with Regulations of the New York State Comptroller, pledged to secure Town deposits and deposited with the designated Third Party Custodian. 5. The Town Supervisor, Deputy Town Supervisor, Town Councilmen and their successors and any other person authorized by statute, regulation or Court Order on behalf of the these authorized persons, is/are hereby authorized to sign, by hand or by facsimile (including, but not limited to, electronically generated) signatures(s), checks, drafts, acceptances and other instruments. Two signatures shall be required on any checks, drafts, acceptances and other instruments. The signature of the Town Supervisor or Deputy in his absence, and that of one Councilman shall be required. 6. The Town Supervisor, Town Budget Officer and Town Accountant are authorized singly, within the Town's operational procedures, to initiate Automated Clearing House debits without signature; initiate payment by use of Depository Transfer Checks without a signature; or give instructions, by means other than the signing of an item, with respect to any account transaction, including the payment transfer or withdrawal by wire, computer or other electronic means. Any and all transactions will be signed off by the Town Supervisor upon completion of the transaction. 7. The Town Supervisor, Town Budget Officer and Town Accountant are hereby authorized without further action of the Town Board to execute bank forms establishing procedures for call-back verifications and written confirmations in connection with payment orders, thereby designating one or more individuals, whether or not such individuals be designated as "Authorized Persons", for the purpose of the verification of payment orders and issuance of written confirmations. 8. The Town Clerk and/or Deputy Town Clerk(s) is/are hereby authorized and directed to certify to Authorized Bank Depositories under the seal of the Town of Queensbury the 3 effect of this Resolution, the names of the officials, authorized persons and other representative of the Town of Queensbury and any changes from time to time of these officials, authorized persons and representatives, and specimens of their respective signatures. and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs that: I. Glens Falls National Bank and Trust Company (Bank) is designated to provide the computer-based financial accommodations indicated in this Resolution. 2. This Resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by the Bank. Any and all prior Resolutions adopted by the Town Board and certified to the Bank as governing the operation of the Town's accounts are in full force and effect until the Bank receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a Resolution must be accompanied by documentation, satisfactory to the Bank, establishing the authority for the changes. 3. The signature of an Agent named on this Resolution is conclusive evidence of his authority to act on behalf of the Town. Any Agent, so long as he acts in a representative capacity as Agent of the Town, is authorized to make any and all other contracts agreements, stipulations and orders which he may deem advisable for the effective exercise of the powers indicated above, from time to time with the Bank, subject to any restrictions on this Resolution or otherwise agreed to in writing. 4 4. All computer banking transactions, if any, by or on behalf of the Town prior to the adoption of this Resolution are hereby ratified, approved and confirmed. 5. The Town agrees to the terms and conditions of the Cash Management Internet Banking Services Agreement — Governmental and the ACH Agreement Governmental Customer Agreement for Electronic Payment Services and the Wire Transfer Agreement (Governmental) and authorizes any Agent named above to execute such Agreements and deliver them to the Bank. The Town authorizes the Bank, at any time, to charge the Town for all checks, drafts or other orders for the payment of money that are drawn on the Bank so long as they contain the required number of signatures for this purpose. 6. The Town acknowledges and agrees that the Bank may rely on alternative signature and verification codes to or obtained from the Agents named in this Resolution. The term "alternative signature and verification codes" includes, but is not limited to, ID numbers and personal identification numbers (PIN) to be used by the Agents to access Internet banking services. The Bank shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed to in writing. and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town of Queensbury's Accounting Office to adopt a system of internal controls for the documentation and reporting of all transfers or disbursements of funds accomplished by electronic or wire transfer, and BE IT FURTHER, 5 RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Town Budget Officer and/or Town Accountant to take any and all action necessary to effectuate all terms of this Resolution. Duly adopted this 1st day of January, 2013, by the following vote: AYES : Mr. Strough,Mr. Brewer,Mr. Montesi, Mr. Metivier NOES : None ABSENT: None 6