Board of Selectmen - 45 (07/05/2022)

FINANCE DEPARTMENT
Memo
May 17, 2022
Mr. Rob Brule
First Selectman
Town of Waterford
15 Rope Ferry Road
Waterford, CT 06385
Re: Bid Award ~ BID#22-110 Comprehensive Banking Services
Dear Mr. Brule,
On March 29, 2022, Maryellen McConnell, Joe Mancini and | opened bids for the above-
mentioned Request for Proposals, with the attached results.
The Purchasing Agent in conjunction with the Finance Director recommends the contract for
a ded to the most qualified bidder Peoples United Bank, in accordance
Purchasing Agent,
Town of Waterford

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ADDITIONAL SERVICES
Online Banking
Account Recon/Positive Pay
ZBA
Wires
Lockbox Services
Earnings Credit Rate: 0.75%
Info Reporting Premier (2 accounts)
Info Reporting Addt'l accounts
Info Rpt Details 0-500
Info Rpt Details 501+
Payee Positive Pay
Full Recon w/Positive Pay
Full Reconciliation
Full Recon Issued Items
Full Recon Issue Files
ACH Positive Pay
ACH Positive Pay Exception Items
ZBA Concentration
ZBA Sub Account
Wire Module
incoming Wire Activity Report
Web Research
Extract File
Retail Monthly Maintenance
Web Exceptions
Lockbox Delivery Preparation Charge
Monthly Transmission Maintenance
Lockbox Deposit
Retail Lockbox Per Item Processed
LBX Reject OCR-MICR Repair
Archived images
Unprocessable/Correspondence
Retail Lockbox Item Reject
Courier Service
Lockbox Deposit On Us & Local
UPS Package Return
- Annual 
Price:
= Volume 
Per: Unit
12 
$50.00
60 
$12.50
6000 
$0.06
5350 
$0.08
n/a 
$20.00
12 
$85.00
12 
$75.00
7928 
$0.08
163 
$7.50
24 
$19.00
14 
$5.00
12 
$40.00
12 
$25.00
12 
$35.00
16 
$1.50
12 
$5.00
12 
$5.00
12 
$13.00
12 
$5.00
12 
$2.50
12 
$4.00
3 
$0.60
1058 
$0.18
9 
$0.05
1925 
$0.03
$0.50
67 
$0.25
3 
$50.00
867 
$0.15
1 
At Cost

Town of Waterford
Bid#22-110
Request for Proposal
Comprehensive Banking Services
Proposal Due Date
2/4/2022
By: 11:00 am EST
Town of Waterford— Comprehensive Banking Services RFP 
Page 1

Town of Waterford REQUEST FOR PROPOSAL (“RFP”)
FOR
COMPREHENSIVE BANKING SERVICES
Table of Contents
L 
IROGUCUION....eccecesssescussnesseessensssesnssesseseesrseenessesssecesetusscatsecenesseasseereseeesenssneessensiuessutasneenenseneeetiees 3
IL. 
RFP Requirements and Schedule
lil. 
Scope Of SErViCES v..ccsccecccsesererstsssssnseessesssssesssoensssueseseasccscsorecsseseseeeserseerensseseseasessanseeeserteseaseenseseseeene 7
Vv. 
Information REQUeStEd 0... cseccccceccsssesesteseceseccorsecsssecanensnesecessseceaseusuatesesssersesseesastereetucsessacseenanenes 8
Vv. 
Evaluation and Award Criteria .......ccccssscsssssseessecesscenseeusscesseescereneersnsesessieaasissseussaneaearsnsensaes 17
Appendix A: Intention to Submita Proposal... .ccssceccssssseseeesssesnsasscesseseesesnssersesensseseatseaesecsensneeseres 18
Appendix B: Expected Volume Levels...
Appendix C: Current Account Structure
Town of Waterford— Comprehensive Banking Services RFP 
Page 3

A detailed description and graphical representation of the current account structure is in Appendix C.
Proposals may include alternate account structures that offer improved efficiency and economy.
A 
SCHEDULE OF PROPOSAL
Issue RFP 
1/07/2022
Written Clarifications Due 
1/21/2022
Responses to Questions 
1/28/2022
Proposals Due 
2/4/2022
Bid Reviews /Evaluations 
2/11/2022
Award bid-Selection (Board of Selectmen Meeting) 
TBD
Implementation/Go-live 
TBD
Town of Waterford— Comprehensive Banking Services RFP 
Page 5

EFFECTIVE PERIOD OF PROPOSALS
Proposals must state the period for which the proposal shall remain in effect (i.e. how much time
does the Town have to accept or reject the proposal under the terms proposed). Such period shall
not be less than 180 days from the proposal date.
BID RESERVATIONS
Notwithstanding any other provisions of this RFP, the Town reserves the right to award this
contract to the financial institution that best meets the requirements of the RFP and not
necessarily to the lowest cost proposer. Further, the Town reserves the right to reject any or all
bids, to award in whole or in part, and to waive minor immaterial defects in bids. The Town may
consider, at its sole discretion, any alternative bid.
CONTRACT NEGOTIATIONS
Negotiations may include all aspects of services and fees. After a review of the proposals, and
potentially in-person presentations, the Town intends to enter into contract negotiations with the
selected financial institution. If a contract with the selected financial institution is not finalized
within 90 days, the Town reserves the right to open negotiations with another financial institution.
AWARD OF CONTRACT
The selected financial institution shall be required to enter into a written contract with the Town in
a form approved by legal counsel for the Town. This RFP and the proposal, or any part thereof,may
be incorporated into and made a part of the final contract. The Town reserves the right to
negotiate the terms and conditions of the contract with the selected proposer.
CONTRACT TERM
It is the intent to award the contract for an initial 5-year period with the option to renew it for an
additional 5-year period. The decision to renew the contract will be at the sole discretion of the
Town.
Proposers must agree to fix contract fees for the first three (3) years. If the proposer intends to
revise its fee schedule after the initial period, it must give written notice to the Town 90 days in
advance of any fee change. Fees may be changed only on the contract anniversary date. These
fees are subject to negotiation and approval by the Town and may not exceed the annual consumer
price index-urban (CPI-U) for the most recently available 12-month trailing period.
DISPOSITION OF PROPOSALS
All proposals submitted become the property of the Town and will not be returned to the bidder.
COST INCURRED IN RESPONDING
This solicitation does not commit the Town to pay any costs incurred in the preparation and
submission of proposals or in making necessary studies for the preparation thereof, nor to procure
or contract for services.
ASSIGNMENT
The successful proposer shall not assign, transfer, convey or otherwise dispose of the contract, or
right, title of interest, or power to execute such a contract to any person, firm, or corporation
without the previous consent in writing by the Town.
Town of Waterford— Comprehensive Banking Services RFP 
Page 7

Ill. 
Scope of Services
A. 
GENERAL REQUIREMENTS
The Town prefers that the financial institution have a local branch network in order to meet the
organization’s cash management needs and to serve its employees.
B. 
DEPOSIT SERVICES
The Town deposits approximately ----- checks per month using Remote Deposit Capture and
deposits an average of 
$-------- in currency and coin per month. Currency and coin deposits are
delivered to the financial institution by a Town employee and Public Safety Officer.
Required services include:
* 
Process deposits of approximately ------ checks per month using RDC,
* 
Process foreign and domestic wires received and sent by the Town,
* 
Image deposited items,
+ 
Provide online access for deposit reconciliation including images of deposited items.
C. 
DISBURSEMENT SERVICES
The Town currently disburses approximately 600 checks per month. Positive pay services are
currently used on disbursement accounts.
Required services include:
* 
Provide payee positive pay services with online transmission of check details,
= 
Provide positive pay exception item review and correction online,
* 
Provide online stop payment services,
* 
Provide electronic archival of cleared checks (images of front and back}, and
* 
Provide online access to cashed check images.
D. 
ELECTRONIC FUNDSTRANSFER
The Town processes approximately 50 ACH Credits and 50 ACH Debits each month.Required
services include:
« 
Accept and send ACH transactions,
+ 
Provide ACH debit blocking services,
* 
Provide a secure electronic method to initiate intra-bank transfers, and
* 
Provide a secure electronic method for authorization for wiring funds.
E. 
COIN/CURRENCY ORDERING SERVICES
The Town places approximately 800 coin/currency change orders totaling on average $210,000.00
permonth
Required services include:
* 
Process approximately 
$ 
in change orders per month for branch pick up.
F 
REPORTING
The Town requires access to daily reports of balances and transaction information. Prior day
reporting must include ledger balance, available balance, and summary and details of
credits/debits posted. Current day reporting requirements include wire transfer activity and ACH
17 
ail Ae 
eta
Town of Waterford— Comprehensive Banking Services RFP 
Page 9

Financial institution
Standard & Poor’s Rating | Moody’s Investor Services
Short-term Unsecured
Senior Debt
Long-term Unsecured
Senior Debt
Financial institution Holding Company
Standard & Poor’s Rating | Moody’s Investor Services
Short-term Unsecured
Senior Debt
Long-term Unsecured
Senior Debt
5. 
Discuss the firm’s current capital structure, adequacy, and coverage. If applicable, provide
the firm’s risk-based capital classification (Well Capitalized, Adequately Capitalized, Under
Capitalized, Significantly Undercapitalized).
6. 
Include and electronic copy of the most recent audited financial statement and the latest
10-k report with the proposal.
7. 
Provide the bank’s Community Reinvestment Act (CRA) rating.
B. 
PERSONNEL
1. 
Provide the name, title, address, phone number, fax number and email address of the
primary contact person(s) assigned to this account.
2. 
Describe your firm’s policy on changing the primary contact person on an account.
3 
Name the individuals who will work with the Town on a day-to-day basis. Information
should include:
a. 
Experience working with other Towns and Municipalities
b. 
Proposed role with regard to the Town’s account
c. 
Number of years of experience in this field
d. 
Number of years with your firm
e 
Describe the level of local decision-making authority these individuals have to
handle emergency needs of the Town as they arise.
4, 
Will a specific customer service representative or a customer service department be
assigned to handle day-to-day transactions for the Town?
a. 
Describe the responsibilities of the customer service personnel, including the
chain of command for problem resolutions.
. 
ts local customer service support available at the bank’s local branches?
c. 
What are the hours of operation of each customer service unit involved in
supporting the proposed services?
d. 
If an error is discovered by the Town, how would you propose to resolve it
(i.e. who should the Town contact first, etc.)?
5. 
IT Resources: Will the bank provide dedicated IT liaison(s} to work on set-up, file transfer,
testing and troubleshooting/issue resolution? During what hours is technical support
available?
Town of Waterford— Comprehensive Banking Services RFP 
Page 11

item being returned?
5. 
Availability of Deposits
a. 
How does the financial institution determine and calculate availability of deposited
items?
b, 
Does the financial institution give immediately availability for on-us items?
c 
Does the financial institution calculate availability by item or formula?
d. 
Is the availability assignment made continuously as checks are released for
collection, or is assignment made at specific times during the day?
e. 
Provide a copy of the availability schedules the financial institution proposes to
use. Is this the best schedule offered to any customer? If not, quantify the
difference and explain how the Town may obtain the financial institution’s best
availability schedule. Describe the extra charge, if any, for obtaining the financial
institution’s best availability schedule.
f. 
List your cutoff times for giving same-day value on EFTs (e.g. wire, ACH/bulk}
received. How soon after the bank receives incoming funds (e.g. wire, ACH/bulk),
or notification of incoming funds, does the Town receive good value in its account?
g. 
What is the float period assigned to foreign items?
6. 
Positive Pay
a. 
Does the financial institution offer Positive Pay and Payee Positive Pay?
b. 
How would the Town transmit check issuance information to the financial
institution?
c. 
What is the deadline for the transmission of check issuance files to the financial
institution?
d. 
How frequently can transmission files be uploaded to the financial institution for
the issuance of additional checks, and/or recently voided items? Is there a limit
to the number of files per day?
e. 
Does the financial institution offer the ability to manually enter one-time check
disbursements issued during the day? Please describe.
f. 
What controls are in place to protect against lost files and duplications of
transmissions? If duplicates are sent, is there a penalty or potential issue?
g. 
How will the Town be notified of exception items? What time will the Town receive
the information on exception items? What time does the Town have tonotify if an
exception should be accepted or rejected? Does the financial institution offer a
“do not pay” default for exception items?
h. 
Will stale dated checks be reported as exception items?
i. 
Is Positive Pay required for all demand deposit accounts, even on accounts with
no check writing functionality? Can accounts be designated as “post no checks” to
prevent potential fraud? Is there a cost to make this account designation?
je 
Is Teller Positive Pay available? How frequently is check issuance information
updated and available to tellers?
k. 
Are there any other fraud protection services that the financial institution
provides and/or recommends?
7. 
Stop Payments
a. 
How are stop payment orders placed? Can stop payments be placed online?
b. 
Are stop payment requests effective immediately? If not, how long does it take
for a stop payment request to be effective?
--Wilbthe-system-verifyife-cheelehas-been-paid-before-precessing-the-stop=-esceee==
Town of Waterford— Comprehensive Banking Services RFP 
Page 13

om 
What is the cutoff time for same-day intra-bank account transfers?
11. 
Statements and Documents
a. 
How soon after the cutoff date are the following items ready?
Online
Bank statements
Full reconciliation information
Account analysis statements
Are electronic images stored on the financial institution’s online reporting system?
How long are electronic images for deposited and disbursement items stored on
the reporting system and available for customer access?
d. 
How does your image system capture and report images for damaged checks?
e. 
If online access only, how long after the termination of a contract will the financial
institution allow the Town to access historical images on the reporting site? Can
historical data be downloaded?
12. 
Online Reporting
a. 
Describe the different reporting solutions and methods by which the institution
makes deposit and balance information available.
b. 
How will the Town access the reporting system?
c. 
What levels of authorization (e.g. accounts viewed, transaction capabilities, etc.)
can be permitted or turned off for individual users? Is there a limit on the number
of users that can access the online services?
d. 
What current day reporting is available through the reporting system (e.g.
beginning and ending ledger balances, collected balances, available balances, and
float assignment)?
a, 
Are there differences in information available for current day and previous day
reporting? If yes, please describe.
f, 
What time is previous day information available?
g. 
In what file formats can data be downloaded?
h. 
Can electronic reports be customized? Is there an additional charge?
i. 
How many business days of balance history are stored on the reporting system for
previous day reporting? If there are differences in information available for
current day and previous day reporting, how many business days of balance
history are stored on the reporting system for current day reporting?
j. 
List all other transaction types that can be initiated using the online system.
13. 
Reconciliation Services
a. 
Does the bank offer Account Reconciliation Program (ARP) services? Please discuss
options, provide sample reports and file specifications for reconciliation services.
b. 
Are the systems integrated for check, ACH and wire transfers? If so, describe. If
not, describe any plans to do so.
c 
Describe how reconciliation data is transmitted to the Town.
14. 
File Transfer
a. 
How are file transfers initiated? In what formats is the information available for
retrieval?
seval 
lee 
Do.the means.to connect to the financial institution’s. systems, vary. by...
Town of Waterford— Comprehensive Banking Services RFP 
Page 15

22,
23.
24,
25.
26.
is an audit trail report available, showing all activity, by whom and when, for each system?
Describe the types of insurance and bonding carried.
include a copy of the financial institution’s most recent reports issued in accordance with
the Statement on Standards for Attestation Engagements (SSAE 16) for any processes or
systems relevant to the services under this RFP.
if not already covered in the SSAE 16 report, describe the disaster recovery plans for each
proposed service for short- and long-term disaster and power failure recovery.
Describe any additional security measures available to the Town to minimize the risk of
unauthorized transactions in its accounts.
D. 
IMPLEMENTATION/CONVERSION
1 
Provide a conversion plan for transitioning each of the proposed services to your financial
institution.
2. 
Who will be responsible for coordinating the transition for each of the proposed services?
if a conversion team is used, how with the Town’s account be transitioned to the ongoing
client service team?
3. 
Indicate the financial institution’s plans for initial and ongoing educating and training
Town employees in the use of your systems.
4, 
Willthe Town be allotted a fixed number of hours of training?
E. 
NEW SERVICES ANDIDEAS
1. 
Describe any new services or ideas that will enhance the Town’s utilization of financial
institution services described.
2. 
Please provide any additional information that your financial institution believes to be
pertinent, but not specifically requested elsewhere in the RFP.
F. 
REFERENCES
1. 
Provide at least three references, if possible, including client name, contact person,
address, phone number, services provided, and the length of time your financial institution
has worked for the entity.
2. 
How many clients has the proposed relationship manager gained and lost in the last five
years?
G. 
SAMPLE CONTRACT
L 
Provide a sample of the proposed contract for yaur financial institution’s services. Please
also provide samples of all other documents which will need to be signed/entered into
Town of Waterford— Comprehensive Banking Services RFP 
Page 17

V.
Evaluation and Award Criteria
This RFP seeks financial institutions to provide comprehensive banking services to the Town. A preliminary
evaluation will be conducted identifying the financial institutions deemed fully qualified and best suited
among those submitting proposals on the basis of the evaluation factors listed below (not in priority order):
Criteria
Operational Requirements
Understanding 
the needs and operation requirements of the Town
Financial institution and branch locations
Scope of services offered, including degree of automation
Experience
Experience, resources, and qualifications of the financial institution and individuals assigned
to this account
Relevant experience managing similar account relationships with Towns and Municipalities
Quality and responsiveness of customer service
Local decision-making authority to handle emergency needs
Financial Strength
Financial strength of proposing institution
Adequacy of financial controls and protection against loss
Transition
Quality and scope of implementation/conversion plan
Value of any new product or service suggestions or other new ideas and enhancements
Compliance with the requirements of this RFP and quality of proposal
Fees
Proposed fees, compensation and other quantitative measures (although fees and
compensation will be an important factor in the evaluation of proposals, the Town is
not required to choose the lowest cost proposer)
Town of Waterford— Comprehensive Banking Services RFP 
Page 19

Appendix B: Expected Volume Levels
Service Description 
Annual Volume
Maint. Fee
Checks Written
Stop Payments
Electronic Debits
(Withdraws)
Electronic Credits (Deposits)
Deposits
On Us items
Transit Items
Charge Back Items
Incoming Wires
Outgoing Wires
ACH Origination Maint.
ACH Origination Batches
ACH Origination ltems
ACH Notification of Change
ACH Returns
Remote Deposit Maint
Remote Deposits
Remote Deposit Items
Positive Pay
Positive Pay Exceptions
Positive Pay Stops
Average Monthly Balance
Town of Waterford— Comprehensive Banking Services RFP
Page 21


FIFTEEN ROPE FERRY ROAD
‘WATERFORD, CT 06385-2886
PHONE: 860-442-0553
wwwiwaterfordctorg
TO: 
Rawle Dummet, Purchasing Agent
FROM: 
Kim Allen, Director of Finance
COPY: 
Abbas Danesh, Treasurer
Ginny Bielucki, Accountant 11
Joseph Mancini, BOE
Karen Kopec, BOE’
RE: 
Contract Award Notification (Bid#22-110 COMPREHENSIVE BANKING SERVICES)
DATE: 
May 13, 2022
* Abbas Danesh, Ginny Bielucki, Karen Kopec and myself reviewed all proposals for banking services that
were received in response to Bid #22-110 Comprehensive Banking Services. After reviewing all the
proposals, fees for current services, and earning credit percentages 
it is our recommendation to award
the contract for the Town of Waterford banking services to People’s United Bank.
People’s rates earning credit is propased at .75% and they have agreed to hold their rates for 5 years.
None of the other proposals match Peoples in fees/rates or earning credits. Peaple’s also will be
providing equipment at no charge that will allow the town to begin using remote check capture
technology to allow bank deposits remotely,
Respectfully,
Kimberly Allew

People United
‘ 
~~ 
A division of M&T Bank-
850 Main Street, RC 579
Bridgeport, CT 06604
Phone: (203) 338-3191
Fax: (844) 227-8979
david. weber@peoples.com
May ‘26, 2022
Kimberly Allén
Director of Finance
Town of Waterford
15 Rope Ferry Rodd
Waterford, CT 06385 
~
RE: Town of Waterford Bid #22-110 Request for Proposal Comprehetisive Banking Services
Dear’Ms, Allen: 
‘
By. signing this correspondence, the parties hereto confirth that the 
Town of Waterford (the “Town”) has
awarded Bid #22-110, Request for Proposal Comprehensive Banking Services (tle “RFP”) to People’s
United, a Division 
of M&T Bank (the“Bank”), upon thé terms and conditions of the followiig agreements
(attached hereto): 
. 
. 
se
Treasury Manageritent Sérvice Master Agreement
Remote Deposit Capture Setvice Appendix
Appendix B: Expected Volurne Levels
As provided in the Bank’s.cover letter submittéd with its response to the REP, the Barik further agrees to
* provide the following to the Town: 
: 
-
Up‘to two (2) free RDC check scanners
Payment of the Town’s courier service
A Money Market rate of 0.12% to be reviewed on a quarterly basis
A $2,500 dollar retention credit to offset costs of depository supplies
The Bank also agrées to fix its fees provided in Appendix B: Expected Volume Levels for the initial five
(5) year térm of its engagement with the Town. If the Bank intends to revise its fee schedule after the initial
five (5) year term of its engagement, the’ Bank will provide writtén notice to thé Town at least 90 days in
advance, The Bank’s fees are subject to negotiation and approval by the Town, and Will not exceed the
annual consumer price index-urban (CPI-U) for the most recently available 12-month trailing period.

“The initial-term of the Bank’s contract with the Town is five (5) years, and the Town has the option fo
* renew the'term for‘ani additional 5-year-period.
Ifyou have any questions, please feel free to contact me.
CONFIRMED AND AGREED TO:
PEOPLE’S UNITED, 
A 
DISION OF M&T BANK
, By: David F. Weber 
:
Vice President & Relationship Manager
THE TOWN OF WATERFORD
By: Kimberly Allen
Director of Finahce

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Maintenance Fee 
72 
$20
Checks Written 
7880 
so
Stop Payments 
20 
$30
Electronic Debits (Withdraws) 
610 
8)
Electronic Credits (Deposits) 
1244 
$0
Deposits Ticket 
854 
$o
On Us items 
3344 
16)
Transit Items Local 
40890 
so
Charge Back Items 
79 
$8
Incoming Wire 
16 
$12
Outgoing Wires 
24 
$12
ACH Origination Maint. 
12 
$35
ACH Origination Batches 
59 
$5
ACH Origination items 
16637 
so
ACH Notification of Change 
7 
$4
ACH Returns 
2 
$5
Remote Deposit Maint (Monthly) 
n/a 
$60
Remote Deposits 
n/a 
$1
Remote Deposit Items 
n/a 
so
Positive Pay 
n/a 
$50
Positive Pay Exceptions 
14 
$2
Positive Pay Stops 
29 
$o
Average monthy balance 
$4,000,000

ADDITIONAL 
SERV
Online Banking
Info Reporting Premier (2 accounts)
Info Reporting Addt'l accounts
UPS Package Return 
1
Info Rpt Details 0-500 
6000
info Rpt Details 501+ 
5350
Account Recon/Positive Pay 
Payee Positive Pay - 
n/a
Full Recon w/Positive Pay 
12
Full Reconciliation 
12
Full Recon Issued Items 
7928
Full Recon Issue Files 
163
ACH Positive Pay 
24
ACH Positive Pay Exception Items 
14
ZBA 
ZBA Concentration 
12
ZBA Sub Account 
12
Wires 
Wire Module 
12
Incoming Wire Activity Report 
16
Lockbox Services
Web Research 
12
Extract File 
12
Retai] Monthly Maintenance 
12
Web Exceptions 
12
Lockbox Delivery Preparation Charge 
12
Monthly Transmission Maintenance 
12
Lockbox Deposit 
3
Retail Lockbox Per Item Processed 
1058
" LBX Reject OCR-MICR Repair 
9
Archived Images 
1925
Unprocessable/Correspondence
Retail Lockbox Item Reject 
67
Courier Service 
30
Lockbox Deposit On Us & Local , 
867
At Cost
$40
$25
$35
$2
$5
85
$13
$5
$3
$4
$1
$0
0)
0)
$1
$o
$50
$o

Peoples United 
TREASURY MANAGEMENT SERVICES
\_ 
Bank*” 
MASTER AGREEMENT
This Treasury Management Services Master Agreement (this “Agreement’) is by and between People’s United
Bank, National Association (“Bank”) and the customer executing this Agreement below (“Customer”). From time
fo time Customer may request and Bank may agree to provide to Customer certain Services, as defined below,
offered by Bank. Bank and Customer agree that the Services provided by Bank to Customer will be governed by
the terms and conditions of this Agreement and all Service Agreements entered Info by Bank and Customer from
time to time with respect to specific Services requested by Customer.
Customer hereby certifies that the governing body of Customer has taken all necessary actions in accordance
with its governing documents and ail applicable laws to appoint and authorize the individual(s) set out in TABLE
4 as the person(s) who are Customer's Authorized Officer(s) with the full power and authority to act in the name,
and on behalf, of Customer with respect to this Agreement, including without limitation, the power to: (i) execute
this Agreement, (il) select treasury management Services and enter into Service Agreements, (ili) delegate their
powers fo one or more Administrators, including if so desired, their authority to enter into Service Agreements,
and (iv) designate User(s), their transaction authority and corresponding applicable limits.
Customer further certifies that it has appointed the individuals) named as Administrator(s) set out in TABLE 2
with the full power and authority to manage and administer Customer's receipt of Services urider this Agreement
or any Service Agreement identified in Exhibit A, including without limitation, the power to: (i) determine the
individual Users who will be authorized to use Services on Customer's behalf, or otherwise issue instructions to
Bank, (ii) establish limits on each such User's authority to access information and conduct transactions, and (iil) if
so delegated by Customer, the power to execute and deliver to Bank in the name, and on behalf of Customer,
any Service Agreement in connection with the receipt of Services. If Customer so designates, an Administrator
may also be a User. 
:
Customer agrees that the designated appointmerit(s), authorization(s), representations, warranties, and
certifications will remain in effect and Bank will be able to rely on sald authorization(s) until such time as Customer
has notified Bank in writing and Bank has had a reasonable opportunity to act on such notice. Customer further
agrees to hold Bank harmless for any lasses Customer may suffer arising from Bank’s relying on the appointments
and authorizations set out herein.
1. 
Definitions.
As used in this Agreement, including any Service Agreement (unless provided otherwise), the following terms
shall have the following meanings:
“Account’ means one or more deposit account(s) maintained at Bank and used in connection with any Service.
“Administrator” means an individual Customer who has been granted the full power and authority by an
Authorized Officer of Customer to manage and administer Customer's receipt of Services under this Agreement
or any Service Agreement, as so specified in Table 2.
“Affiliate(s)” means the parent, any affiliate and any one or more direct or indirect subsidiaries of Bank or 
_
Customer and their respective successors and assigns, if applicable.
“Authorized Officer’ means a person with the power and authority to enter Into this Agreement and any Service
Agreement in the name, and on behalf, of Customer, as so specified in Table 1. Each Authorized Officer has the
authority to designate one or more Administrator(s) on behalf of Customer or otherwise delegate their authority to
other individuals. If requested by Bank, in addition to completing Table 1, Customer agrees to provide Bank with
satisfactory evidence of each Authorized Officer's authority. An Authorized Officer may also be an Administrator
and/or User.
“Bank” means People’s United Bank, National Association including its successors and assigns.
"BDAC" means Bank's Business Deposit Account Contract, as currently in effect and as may be amended from
time to time.
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Anas
Peoples United 
TREASURY MANAGEMENT SERVICES
Bank’ 
MASTER AGREEMENT
“Business Day” means any day except Saturdays, Sundays, and federal banking holidays on which Bank is
required.or permitted to be closed.
“Customer” means the entity executing this Agreement and, to the extent that any such entity executes this
Agreement on behalf of other entities, such as Affiliates, the term Customer shall include such other entities as
well.
“eTreasury+ Agreement” means the Service Agreement governing access to Bank's Website.
"Master Authorization” means evidence in form satisfactory to Bank that each of Customer’s Authorized Officers
are duly authorized and empowered to, in the name, and on behalf, of Customer, enter into this Agreement, each
Service Agreement, and all other agreements related to the provision of Services by Bank, including the power to
appoint and authorize Administrator(s).
“NACHA’ means the National Automated Clearing House Association, and "NACHA Rules” means the Operating
Rules and Guidelines of NACHA as in effect, and as the same may be amended from time to time.
“Primary Account” means the Account designated by Customer to which fees due Bank hereunder or under any
Service Agreement may be charged in accordance herewith or any applicable fee schedule, Unless otherwise
agreed upon in writing by Bank, the address for Customer associated with the Primary Account shall be the
address to which all notices and other communications concerning Services may be sent by Bank.
“Services” means the cash and treasury management services provided by Bank to Customer pursuant to this
Agreement, the Service Agreements, and any Service or User guides, manuals, terms of use, procedures, fee
schedules, software licenses, or other documents made available to Customer from time to time.
“Service Agreement” means a written agreement describing the terms and conditions which govern a specific
Service. Each such Service Agreement.is incorporated herein by reference and made a part hereof. A Service
Agreement includes any schedules, addenda, set-up forms, user manuals, or other documents provided to
Customer in connection with a selected Service. Service Agreements may be amended or updated from time to
time, in whole or in part, and with respect to any amended Service Agreement which does not revoke an existing
Service Agreement in its entirety. The term Service Agreement shall refer to both the existing and updated Service
Agreement.
“User” means a person authorized by Customer's Administrator to have access and issue instructions to Bank.
“Website” means Bank’s online business banking platform.
2. 
Customer Authority, Representations and Warranties.
2.1 Customer Representations and Warranties. Customer hereby represents and warrants to the Bank that:
(i) It has full right, authority, and power to enter into this Agreement;
(ii) The execution and entering into of this Agreement and all Service Agreement(s) have been duly authorized;
(if) It is validly existing and in good standing in the jurisdiction in which it is organized and any consent or
authorization of any governmental authority or third party required to be obtained by Customer in connection with
this Agreement or any Service used or performed has been obtained; and
(iv) It is not a “consumer” within the meaning of the Electronic Funds Transfer Act or similar statutes or
tegulations.
2.2. Customer Designation of Accounts. Customer shall designate in writing the Primary Account and the
Account(s) at Bank to which Customer wishes each Service to apply. Customer shall provide written notice to
Bank of any changes to its selection(s) or designation(s). Any such notice will only become effective after Bank
has had a reasonable time to act upon any such notice. The Account(s) with Bank affected by this Agreement
shall continue to be governed by the BDAC, except to the extent it may be inconsistent with the terms of this
Agreement or any Service Agreement.
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Treasury Management Master Agreement - 12,2020

People’s United 
TREASURY MANAGEMENT SERVICES
Bank” 
MASTER AGREEMENT
2.3. Customer Designation of Administrator(s). Customer's Authorized Officer(s) (Ref Table 1) shall designate
one or more Administrators for the Services (Ref Table 2), Customer authorizes its designated Administrator(s)
to establish, manage, and administer one or more Services on behalf of Customer and to designate Users of the
Service(s). Bank shall be entitled to rely on any written notice or other written communication believed by it in
good faith to be genuine and to have been signed by Customer's designated Administrator(s). Customer will
provide reasonable prior notice of any change in its Administrator(s) to Bank and any such change shall not be
effective until Bank has had a reasonable opportunity to act on such notice.
2.4. Customer To Provide Updated Notice. Customer shall provide written notice to Bank of any changes to
the information previously provided by Customer to Bank, including, but not limited to, any additional locations,
any change in business, any new business, the identity of principals or owners, the form of business organization,
type of goods and services provided, and method of conducting sales. Such notice must be received by Bank
within five (5) Business Days of the change. Customer shail provide any additional information requested by Bank
within five (5) Business Days of such request.
3. 
Treasury Management Services.
3.1 Service Selection. Upon acceptance of this Agreement by Bank, Customer may request that Bank provide
it Services by submitting to Bank one or more Service Agreements acknowledged by an Authorized Officer or
designated Administrator. Customer's initial selection of Services are evidenced by the Service Agreements
included as addenda to this Agreement. By submitting a Service Agreement and all related documents and
information Bank requires in order to properly provide the requested Service(s), Customer: (i) authorizes Bank to
provide to Customer the specified Service(s) in accordance with the specifications and instructions set forth
therein, and (ii) agrees to be bound by the additional terms and conditions in any such Service Agreement and
related documentation. Customer represents and warrants that the Service(s) it receives pursuant to any Service
Agreement will be used by Customer solely for business or commercial purposes and not for personal, family, or
household purposes. Bank may make changes to this Agreement and to any Service Agreement at any time upon
notice to Customer in accordance with the section of this Agreement entitled “Notice, Changes, and Amendments.”
Customer may begin to use a Service when Bank has approved such use and has received all required properly
executed Service Agreement(s) and other forms. Bank shall have no obligation to deliver or render a Service until
Bank has approved such use and received all required and properly completed and/or executed forms, Any
instruction provided by Customer to Bank, which may be communicated within the terms and conditions of the
Service, by online screen instructions or other forms of written notice permitted by this Agreement, are made a
part hereof. Some of the Services require Customer fo complete and provide to Bank information or documentation
in, or as part of, Service Agreement schedules, set-up forms, input forms or other documents required in
connection with the Service(s). Customer's use or continued use of each such Services will be conditioned on,
and subject to, Customer entering into, or completing and providing to Bank, the foregoing when Bank so requests.
The effective date of the terms of a Service shall be the date upon which Bank approves Customer's use of the
Service or the date on which the Service Is first made available to Customer. Customer acknowledges that Bank
has the right to restrict the availability of certain Services in certain market areas, In the event of a dispute between
Bank and Customer regarding the Service(s) subscribed, and provided, to Customer by Bank, absent manifest
error, the information contained in the books and records of Bank shall control. Customer further acknowledges
that at Bank's option, Bank may engage a third-party service provider to provide some or all of the Services,
Therefore, as used in this Agreement or any Service Agreement, the term “Bank” shall include any third-party
service provider utilized by Bank in providing Service(s).
3.2 Online Services. Bank offers a number of Services through Bank's Website. Access and use of the Bank's
Website is governed by the eTreasury+ Agreement. In order to receive certain Services through the Website,
Customer may be required to execute and deliver (in addition to the eTreasury+ Agreement) Service Agreement(s)
governing such Services. The eTreasury+ Agreement together with this Agreement, all applicable Service
Agreements, the BDAC, and all required set-up forms, user guides and other related documentation, all as
amended from time to time, represent the entire understanding of the parties with respect to accessing Bank's
Website and receipt of the Services available thereon.
3.3. Agreement to Conduct Business Electronically. Customer agrees to conduct business with Bank
electronically and consents fo the giving and receiving of notices, instructions, including without limitation,
acknowledgements, and to be contractually bound electronically or by electronic means and not in paper or non-
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Treasury Management Master Agreement 
12,2020

inne.
Peoples United 
TREASURY MANAGEMENT SERVICES
Bank’ 
MASTER AGREEMENT
electronic form. Customer further agrees that evidence of its ar Bank's consent to be contractually bound may be
given by electronic means without necessity of a signature to be effective and that electronic copies of notices,
instructions, or agreements such as facsimile or electronic copies shall be as effective as if originals were
exchanged between the parties.
3.4. Required Software. Bank may supply Customer with certain software owned by or licensed to Bank to be
used by Customer in connection with certain Services. Customer agrees that all such software Is and shall remain
the sole property of Bank and/or the vendor of such software. Customer shall not transfer, copy, alter, modify,
reverse engineer, reproduce, or convey in any manner, in whole or in part, any such software, Customer agrees
to execute and deliver to Bank such license agreements and other documents as Bank and/or the vendor(s) of
such software may require in order for Customer to use such software, and Customer agrees to comply with ail
of the terms and conditions of all such license agreements and other documents to which Customer agrees to be
bound. Customer shail return or destroy any hardware/software as directed by the Bank, promptly upon request
or at termination of the applicable Service Agreement or this Agreement, and shall be responsible for any damages
to any such materials other than normal wear and tear, Customer shall indemnify, defend, and hold harmless
Bank from and against any loss, damage, or other claim or liability attributable to any unauthorized distribution or
disclosure of any software provided with the Service(s) or any other breach by Customer of any software license.
The provisions of this paragraph shall survive termination of this Agreement. Customer acknowledges that any
breach or threatened breach of this paragraph will cause immediate irreparable injury to Bank and therefore,
Customer agrees that injunctive relief, including preliminary injunctive relief and specific performance should be
rewarded as appropriate to remedy such breach without limiting Bank’s right to other remedies available in the
case of such a breach. Bank may apply to a court for preliminary injunctive relief, permanent injunctive relief and
specific performance but such application shall net abrogate Bank's right to proceed with an action in a court of
competent jurisdiction in order to resolve the underlying dispute.
Unless otherwise agreed in writing between the Bank and Customer, Customer shall be responsible for the
payment of all costs of installation of any software provided to Customer in connection with the Service(s), as well
as for selection, installation, maintenance and repair of all hardware required on Customer's premises for the
successful operation of the software. Customer is responsible for maintaining its computer and equipment
(including those provided by Bank for use with the Service(s)) in good working order. Customer shail ensure that
its computers and other equipment have the necessary compatibility and format to interface with Bank's
systems, including without limitation the ability to support the Bank's security procedures. Customer agrees
to install upgrades and other systems enhancements within a reasonable time after being. requested by Bank to
do so.
4, 
Deposit Account Terms and Conditions; Fees and Charges.
4.1. Business Deposit Account Contract (BDAC). Most Services require that Customer maintain one or more
Business Deposit Accounts with Bank. Bank and Customer agree that any Account established by Customer in
connection with Service(s) offered by Bank shall be governed by the then current BDAC, including one or more
fee schedules issued by Bank for the Account. If there is any conflict between the terms and provisions of this
Agreement and the BDAC, the terms and provisions of this Agreement shall govern, but only to the extent
reasonably necessary to resolve such conflict. Customer acknowledges that it has received and executed (where
necessary) ail agreements, resolutions, signature cards and forms governing the Account(s) required to receive
the Service(s) requested, and agrees to be bound by their terms. Customer aiso agrees to establish all Accounts
that must be opened in order to receive each Service in the manner contemplated by the applicable Service
Agreement.
4.2, Treasury Management Services Fees and Charges. Customer agrees to compensate Bank for all
Services that Customer receives pursuant to this Agreement, including each Service Agreement, in accordance
with the applicable fee schedules or written agreements between Bank and Customer in effect from time to time
that apply to the Service(s). The fee schedule for each Service shall be deemed accepted by Customer upon
provision of the Service to Customer.
Customer authorizes Bank to charge the Primary Account for all applicable charges and fees to the extent that
such charges.and fees are not offset by earnings credits or allowances for Customer's Account(s). If the balance
of available funds in the Primary Account is not sufficient to cover such fees, Customer hereby authorizes Bank
to charge such fees to any other deposit account maintained by Customer with Bank, except as restricted by
Page - 4 - of 27
Treasury Management Master Agreement - 12.2020

People’s United 
. 
TREASURY MANAGEMENT SERVICES
\__ Bank° 
MASTER AGREEMENT
applicable law. Bank also may, at its option, include fees arising from this Agreement or from any Service
Agreement in an analysis statement of Customer's Account relationship or bill Customer for any fees. If at any
time there are not sufficient collected funds in any Account to cover all outstanding transactions and other payment
obligations of Customer in respect to Service(s) received, Customer agrees to immediately pay Bank, on demand,
the amount of any deficiency in such outstanding transactions and obligations. All other account agreements and
all fees and charges relating to any accounts of Customer remain applicable to the Account(s) and Bank’s
remedies set forth in those agreements are cumulative.
Customer also agrees to pay all sales, use, or other taxes (other than taxes based upon Bank's net income)
applicable to the Service(s) provided by Bank hereunder. Bank will charge a service charge for account research
requested by Customer in accordance with the published schedule of charges for such research.
44. Other Customer Charges, Customer shall be responsible for the costs associated with establishing and
maintaining a connection between Customer's computer systems and the internet and any costs associated with
transmitting data over the internet to Bank, as may be required for the performance of any Service.
5, 
Customer Data. 
- 
;
6.1, Customer Provided Data. Customer shall transmit or deliver data and other information in the format and
on the media as provided for in each Service Agreement or in the applicable Service user guide or other
instructions, or as otherwise required by Bank in conjunction with providing the Service(s) selected by Customer,
Customer shall have the sole responsibility of ensuring the accuracy and correctness of all data so transmitted.
Customer acknowledges and agrees that Bank will not be examining the data for correctness, and Bank shall not
have any responsibility for detecting errors in any data transmitted by Customer. The data transmitted by
Customer must be legible, correct, and compiete. Bank shall not process, and Sank shall not be liable to Customer
for failure to process, data if the data is not in the format specified by Bank or If the data js Incomplete. Bank shall
not be liable for errors or omissions caused by data rejected as the result of Customer's failure to provide data in
accordance with the standards specified in the applicable Service Agreement, user guide(s) or other instructions.
%.2. Data Delivery Deadjines. Customer shall deliver or transmit all data or information to Bank by the
deadline(s) specified in the applicable Service Agreement or as otherwise communicated to Customer from time
to time, Bank shall have no obligation to process data or perform a Service if data required by Bank to provide
such Service is not received by Bank by the specified deadline.
6. Gustomer Security Procedures,
‘6,1. Customer Designated Administrator and Users. Customer shall be solely responsible for the actions of 
-
its Administrator(s) in designating Users allowed to access any of the Services. User access to the Services will
be controlled through the use of Service specific security procedures such as User |Ds, personal identification
numbers, passwords, digital certificates/signatures, or other security devices. Bank shall be entitled to rely on any
written list of Users provided to Bank by Customer's Administrator(s) until a User's authorization is revoked or
modified by Customer in writing and Bank has had a reasonable period of time to act on any such notice. Customer
agrees that Bank may refuse fo comply with requests from any individual until Bank receives docurnentation
reasonably satisfactory to it confirming the individual's authority. Bank shall be entitled to rely on any notice or
other writing believed by it in good faith to be genuine and correct and to have been signed by the individual
purporting to have signed such notice or other writing. Bank may also accept instructions from any person if such
instructions are submitted in conformity with agreed upon security procedures and Bank's only responsibility is to
substantially comply with its obligations under any such security pro