Board of Selectmen - 51 (06/07/2022)

FIFTEEN ROPE FERRY ROAD
WATERFORD, CT 06385-2886
PHONE: 860-442-0553
www.waterfordct.org
TO: 
Rawle Dummet, Purchasing Agent
FROM: 
Kim Allen, Director of Finance
COPY: 
Abbas Danesh, Treasurer
Ginny Bielucki, Accountant 1!
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 proposed 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. People’s also will be
providing equipment at no charge that will allow the town to begin using remate check capture
technology to allow bank deposits remotely.
Respectfully,
Kimberly Allew

“a " 
. 
,
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 Road
Waterford, CT 06385 
~
RE: Town of Waterford Bid #22-110 Request for Proposal Compreherisive Banking Services
Dear'Ms, Allen:
By. signing this correspondence, the parties hereto confirm that the Town of Waterford (the “Town”) has
awarded Bid #22-110, Request for Proposal Comprehensive Banking Services (the “RFP”) to People’s
United, a Division of M&T Bank (the: “Bank”), upon the terms and conditions of the following agreements
(attached hereto):
Treasury Managenient Sérvice Master Agreement
Remote Deposit Capture Service Appendix
Appendix B: Expected Volume Levels
As provided in the Bank’s.cover letter submitted with its response-to the RFP, the Bank further agrees to
* provide the following to the Town:
A $2,500 dollar retention credit to offset costs of depository supplies
Up to two (2) free RDC check scanners
Payment of the Town’s courier service
A Money Market tate of 0.12% to be reviewed on a quarterly basis
The Bank also’ agrees 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 ) 
year term of its engagement, the Bank will provide written 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 availablé 12-month trailing period.

“The initial-term of the Bank’s contract with tlie Town is five (5) years, and the Town has the option to
* renew the'term for‘ari 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 Finance

Liberty 
Chelsea Groton 
People's 
Citizens
Tier 1 ratio 
12.07% 
13.87% 
12.58% 
9.90%
Earning Credit 
0.30% 
0.20% 
0.75% 
0.18%
Avg Ledger Bal 
$4,000,000 
$4,150,000 
$4,000,000 | $5,000,000
Annual fees after Credit 
$19,895 
$24,512* 
$30,744
* Included Brinks
June 
$1,600 
$713
July 
$2,248 
$1,901
Aug 
$2,022 
$1,224
Waive fees 
3 months
Honored for 
3 Years 
1 Year 
5 Years 
3 Years
References
Simsbury, East Haddam
New London, Monthville
Bloomfield .
North Stonington,
Franklin, Bolton

fomblonwiateriOLdmsbeo
Appe 
3: Expacted:Vo
Maintenance Fee 
72
Checks Written 
7880
Stop Payments 
20
Electronic Debits (Withdraws) 
610 
So
Electronic Credits (Deposits) 
1244 
so
Deposits Ticket 
854 
so
On Us Items 
3344 
SO
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 
$o
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 
30)
Positive Pay 
n/a 
$50
Positive Pay Exceptions 
14 
$2
Positive Pay Stops 
29 
so
Average monthy balance 
$4,000,000

Online Banking
sade
Account Recon/Positive Pay
ZBA
Wires
Lockbox Services
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 Reconcitiation
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
7928
163
24
14
12
12
12
16
12
12
12
12
12
12
1058
1925
$75
0)
$8
“$19
$5
$40
$25
$35
$2
$5
$5
$13
$5
$3
$4
$1
$o
So
So
$1
so
$50
so
At Cost!

PA 
@
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
to 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 into 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 all applicable laws to appoint and authorize the individual(s) set out in TABLE
1 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, (ii) select treasury management Services and enter into Service Agreements, (iii) delegate their
powers to 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 individual(s) named as Administrator(s) set out in TABLE 2
with the full power and authority to manage and administer Customer's receipt of Services under 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 (ili) if
so delegated by Customer, the power ta 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 appointment(s), authorization(s), representations, warranties, and
certifications will remain in effect and Bank will be able to rely on said 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 losses 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.
Page - 1 - of 27
Treasury Management Master Agreement - 12.2020

Pal 
e
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
regulations.
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.
Page - 2 - of 27 
:
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 shall 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 to 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 to 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-
Page - 3 - of 27
Treasury Management Master Agreement - 12.2020

ec 
@
Peoples United 
TREASURY MANAGEMENT SERVICES
\__ 
Bank° 
MASTER AGREEMENT
electronic form. Customer further agrees that evidence of its or 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 all
of the terms and conditions of all such license agreements and other documents to which Customer agrees to be
bound. Customer shall 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 not 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 shall 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) all 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 also 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
temedies 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.
4.4. 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.
a
§. 
Customer Data.
5.1, 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 complete. Bank shall not process, and Bank 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 is 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.
5.2. Data Delivery Deadlines. 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. Customer Security Procedures.
‘6.1. Customer Designated Administrator and Users. Customer shalt 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 IDs, 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 to comply with requests from any individual until Bank receives documentation
Teasonably 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 procedures. Bank may, but shall have no
obligation to, request additional confirmation, written or verbal, of an instruction received in conformity with agreed
upon security procedures at any time or for any reason whatsoever prior to executing the instruction. Customer
understands and agrees, and Customer'shall advise each User that Bank may, at Bank’s option, record telephone
conversations regarding instructions received from Users.
6.2. Security Procedures, Customer agrees that it shall be solely responsible for ensuring compliance with
any security procedures established by Bank and agreed upon by Customer in connection with the Service(s), as
such may be amended from time to time, and that Bank shall have no liability for any losses sustained by Customer
as a result of a breach of security procedures if Bank has substantially complied with the security procedures. If
Page -5- of 27
Treasury Management Master Agreement - 12.2020

a 
@
Peoples United 
TREASURY MANAGEMENT SERVICES
\__ Bank* 
MASTER AGREEMENT
any security procedures are violated, Customer agrees to notify Bank promptly upon becoming aware of any such
breach. In its sole discretton, Bank reserves the right to discontinue providing Service(s) for security reasons,
including suspected breaches or risk of loss to either Bank or Customer. Customer agrees to be bound by any
instruction, whether or not authorized, issued in its name and accepted by Bank in compliance with-the applicable
security procedures. Customer acknowledges that agreed upon security procedures will be deemed commercially
reasonable, even if such security procedures are not commerciaily reasonable, to the extent that other
commercially reasonable security procedures were offered but rejected by Customer. Customer acknowledges
and agrees that the security procedures maintained by Bank are not intended to detect errors in the content of an
instruction received from Customer or Customer's User. Any errors in an instruction from Customer or Customer's
User shall be Customer's sole responsibility.
BANK'S SECURITY PROCEDURES ARE STRICTLY CONFIDENTIAL AND SHOULD BE DISCLOSED ONLY
TO THOSE INDIVIDUALS WHO ARE REQUIRED TO KNOW THEM. IF 
A SECURITY PROCEDURE INVOLVES
THE USE OF SECURITY CODES, PERSONAL IDENTIFICATION NUMBERS (PINs), CHECK STOCK, OR
OTHER SECURITY DEVICES, CUSTOMER SHALL BE RESPONSIBLE TO SAFEGUARD THESE SECURITY
CODES OR DEVICES AND MAKE THEM AVAILABLE ONLY TO AUTHORIZED INDIVIDUALS. CUSTOMER
HAS THE SOLE RESPONSIBILITY TO INSTRUCT THOSE INDIVIDUALS THAT THEY MUST NOT DISCLOSE
OR OTHERWISE MAKE AVAILABLE TO UNAUTHORIZED PERSONS THE SECURITY PROCEDURE, CODES,
PINs, CHECK STOCK, OR OTHER SECURITY DEVICES TO ANYONE. CUSTOMER HAS THE SOLE
RESPONSIBILITY TO ESTABLISH AND MAINTAIN PROCEDURES TO ASSURE THE CONFIDENTIALITY OF
CUSTOMER INFORMATION.
Customer acknowledges that Customer is aware of the risks inherent in using computer systems connected to
the Internet to store and transmit important business and financial information. In light of such risks, Customer
agrees to install and maintain, throughout the term of this Agreement, up-to-date and commercially reasonable
protective software, such as firewalls, antivirus, spyware, and monitoring software, to detect and prevent
unauthorized access to the computer systems Customer may use to access the Service(s). Customer agrees to
maintain a vigilant watch to defeat and avoid phishing, pharming, or other online attacks or fraudulent schemes
that could compromise the security of Customer's access to any Service. Customer further agrees that absent
Bank's intentional misconduct, it shall be solely liable for any losses it may suffer as a result of the infiltration,
takeover, or other breach of Customer's computer and data systems.
7. 
Duty to Inspect.
Customer is responsible for monitoring ail Services provided by Bank, including each individual transaction
processed by Bank. Customer acknowledges that in addition to providing Customer with periodic statements of
Account activity, Bank communicates and makes available to Customer transactional information and Account
activity reports in multiple ways and formats, which may vary in type and form depending on the Service(s)
Customer subscribes to, With respect to Account activity and transaction information that is communicated or
made available to Customer pursuant to these other channels and methods, including any Account or Service
fees, Customer agrees to review such information promptly and notify Bank of any errors or other problems within
ten (10) calendar days (or such other period as may be required by applicable law) after Bank has made available
to Customer any such report, statement, or other material containing a description of the transaction which
Customer believes to be erroneous, including any account analysis statement or online account information or
notices. Except to the extent required by law, failure to notify Bank of an error or problem within such timeframe
will relieve Bank of any and all liability for interest upon correction of the error or problem (and for any loss from
any subsequent transaction involving the same error or problem). In the event Customer fails to report such error
or problem within thirty (30) days after Bank made available such report, statement or online account information
or notices, the transaction shall be deemed to have been properly authorized and executed and Bank shall have
no liability with respect to any error or problem, even if such information subsequently appears on a periodic
statement of Account activity and Customer reports the error within the timeframe set out in the BDAC. Customer
agrees that its sole remedy in the event of an error by Bank in the implementation or execution of any selection,
request or order from Customer shall be to have the Bank correct the error within a reasonable period of time after
discovering the error or receiving notice of the error from Customer.
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Treasury Management Master Agreement - 12.2020

People’s United 
TREASURY MANAGEMENT SERVICES
\ 
Bank” 
MASTER AGREEMENT
8. 
Service and Customer Transaction Limits.
Customer agrees that Bank may establish limits or restrictions on Services provided by Bank and that Bank may
establish and amend those limits. The limits or restrictions may apply to transaction amounts, types of accounts
that are eligible for the Service(s), the frequency of the transactions, or any other limits or restrictions that Bank
deems necessary. In the event that providing the Services to Customer results in unacceptable credit exposure
or other risk to Bank, or will cause Bank to violate any law, regulation, rule, or order to which it is subject, Bank
may, without prior notice, limit Customer's transaction volume or dollar amount and refuse to execute transactions
that exceed any such limit, or Bank may suspend or terminate any Service then being provided to Customer.
Customer shall, upon request by Bank, provide Bank with such financial information and statements and such
other documentation as Bank reasonably determines to be necessary or appropriate showing Customer's financial
condition, assets, liabilities, stockholders equity, current income and surplus, and such other information
regarding the financial condition of the Customer as Bank may reasonably request to enable Bank to evaluate its
exposure or risk. Any limits established by Bank hereunder shall be made in Bank’s sole discretion.
Customer agrees to abide by and honor the limits or restrictions established by Bank. Customer also agrees that
Bank shall have no liability to Customer for refusal to process any transaction or to act on any request by Customer
that exceeds any limit or restriction. Customer acknowledges and agrees that Bank shall have the right in its sole
discretion to change any limit established by Bank. Customer and Bank may from time to time agree to temporary
increases in Bank assigned limits for ACH, Remote Deposit Capture, or Wire Services by signing, either physically
or electronically, 
a temporary increase approval form.
9. 
Financial Information and Audit.
Upon request by Bank, Customer hereby authorizes Bank to enter Customer's business premises for the purpose
of ensuring that Customer is in compliance with the terms of this Agreement, applicable laws and regulations,
NACHA Rules (if applicable), and Customer specifically authorizes Bank to perform an audit of Customer's
operational controls, risk management practices, staffing and the need for training and ongoing support,
compliance with NACHA Rules and this Agreement, and information technology infrastructure. Customer hereby
acknowledges and agrees that Bank shall have the right to mandate specific internal controls at Customer's
location(s) and Customer shall comply with any such mandate. In addition, Customer hereby agrees to allow Bank
to review available reports of independent audits performed at Customer's location(s) related to information
technology, the Services, and any associated operational processes. Customer agrees that if requested by Bank,
Customer will complete a self-assessment of Customer's operations, management, staff, systems, internal
controls, training, and risk management practices that would otherwise be reviewed by Bank in an audit of
Customer. If Customer refuses to provide any requested information, or if Bank concludes, in its sole discretion,
that the risk of Customer is unacceptable, if Customer violates the Service terms and conditions or NACHA Rules,
or if Customer refuses to give Bank access to Customer's premises, Bank may terminate the Service(s) and this
Agreement according to the provisions hereof.
10. Notices, Changes, and Amendments.
10.1. Notices. All written notices to Bank shall be delivered or mailed to the address designated by Bank from
time to time. Notices and communications from Bank to the Customer regarding any Service, Service Agreement
or any change to this Agreement may be made orally, in writing, postage prepaid by first class mail, or hand-
delivered, or may be delivered electronically, by facsimile or email, or via the Website. Customer agrees that
Bank’s notice to any agent, signer on any Account, Administrator, or User is notice to Customer.
Customer agrees that Bank may send notifications regarding changes in the terms of this Agreement and
other notifications regarding any applicable Service to Customer in electronic form, either by posting such
information, disclosures, and notices at Bank’s Website or by transmitting them, or notice of the availability thereof
at the Website, to any email address that Customer has provided in connection with its use of any Service.
Customer shall be deemed to have received electronic notices one (1) Business Day after Bank posts them at the
Website or transmits them, or notice of the availability thereof at the Website, to Customer’s email address, as
applicable, whether or not Customer has retrieved them by that time. Customer agrees to frequently and regularly
retrieve its email and review posted messages and information at the Website to ensure that Customer is aware
of current terms, conditions, and information relating to the Services. Bank reserves the right at any time, in its
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Treasury Management Master Agreement - 12.2020

ie 
e
Peoples United 
TREASURY MANAGEMENT SERVICES
\_ 
Bank’ 
MASTER AGREEMENT
discretion, to mail to the address of Customer that appears in its records, or otherwise transmit to Customer
pursuant to any other method to which Customer has agreed in connection with Customer's Account(s), paper
copies of any information, disclosures, or notices relating to the Services in lieu of or in addition to electronic
versions thereof. Customer agrees that it will be deemed to have chosen to, accept the changes by continuing or
declined the changes by discontinuing, the Services to which such changes relate. Customer is responsible for
ensuring all information on file for Services is complete and accurate and is responsible for monitoring changes
in information. Customer agrees to notify Bank of any unauthorized changes to information on file promptly.
Customer agrees to notify Bank promptly of any changes to contact information. If Customer does not notify Bank,
Customer agrees to hold Bank harmless from any consequences, including financial loss, resulting from its failure
to notify Bank of the change in Customer's mailing, email address, phone number(s), or other contact information.
If the Customer rejects any such change, in writing, then the affected Service shall automatically terminate.
10.2. Amendments. Unless applicable law provides otherwise, Bank may at any time, with or without notice,
amend this Agreement including replacing this Agreement in its entirety with 
a new agreement. Bank may amend
any fee schedules at any time and will give written notice to Customer of any changes in such fee schedules, to
the extent that such changes adversely affect Customer, no later than thirty (30) Business Days before such
changes go into effect.
10.3. Automatic Amendment to Comply with Applicable Law. No representation or statement not expressly
contained in this Agreement or in any Service Agreement shall be binding upon Bank or Customer. In the event
the performance of any Services provided herein in accordance with the terms of this Agreement or any Service
Agreement would result in a violation of any present or future statute, regulations or government policy to which
Bank is subject, and which governs or affects the transactions contemplated by this Agreement or a Service
Agreement, then this Agreement or such Service Agreement (as applicable) 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.
10.4. Practice or Course of Dealing. Any practices or course of dealings between Bank and Customer, or any
procedures or operational alternatives used by them, shall not constitute a modification of this Agreement or
Service Agreement, nor shall they be construed as an amendment to this Agreement or a Service Agreement.
11. Overdraft; Right of Set-Off.
Bank may, but shall not be obligated to, complete any transaction in connection with providing the Services if
there are insufficient funds in Customer's Account(s) to complete the transaction. In the event any actions by
Customer results in an overdraft in any Customer Account, including but not limited to the Customer failure to
maintain sufficient balances in any Account, Customer shall be responsible for repaying any overdrafts
immediately without notice or demand. To secure the payment and performance of Customer's obligations set
forth herein, Customer grants to Bank a security interest in and pledges and assigns to Bank all of Customer's
right, title, and interest in the following described property, whether now owned or hereafter existing or acquired
and wherever located: (i) all Accounts, monies, instruments, savings, checking, and other accounts of Customer
(excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or
in the future in Bank’s custody or control; (ii) any other collateral described in any security instrument securing the
obligations of Customer to Bank under this Agreement or any other obligation of Customer to Bank; and (iii) all
proceeds and products of the property as well as any replacements, accessions, substitutions, and additions to
any of the above. Customer hereby acknowledges and agrees that Bank shall have a right of setoff and may offset
and charge against any and all of Customer's accounts, any liability, obligation, or indebtedness of Customer to
Bank, including, without limitation, any line of credit, loan, or other extension of credit made by Bank to Customer
and the amount of any fees, returns, refunds, and other charges owed by Customer to Bank.
12. Service Availability.
Access to certain Services, including those Services only accessible via Bank’s Website, may be unavailable
without notice at certain times for the following reasons:
(i) 
Scheduled Maintenance. There will necessarily be periods when the systems supporting certain Services
require maintenance or upgrades, resulting in certain Services becoming unavailable. These typically
occur from 7:00 pm to 3:00 am (Eastern Time), but may occur at other times, as well. Customer may be
Page - 8- of 27
Treasury Management Master Agreement - 12.2020

> aa,’
Peoples United 
TREASURY MANAGEMENT SERVICES
Bank° 
MASTER AGREEMENT
able to access Account information during such maintenance periods; however, Customer will only be
able to view Customer's information. Customer will not be able to schedule payments or transfers, or
change information or settings, including Users, user names, passwords, or personal identification
numbers, during such maintenance periods.
(ii) 
Unscheduled Maintenance. A Service may be unavailable when unforeseen maintenance is necessary.
This can happen at any time.
(ii) 
System Outages. Major unforeseen events, such as earthquakes, fires, floods, computer failures,
interruptions in telephone service, or electrical outages may interrupt Service availability.
13. Bank Liability.
13.1. Except to the extent required by law, the liability of Bank in connection with the Services will be limited
‘to actual damages sustained by Customer and only to the extent such damages are a direct result of Bank’s gross
negligence, willful misconduct, or bad faith. Under no circumstances shall Bank be liable for any incidental,
consequential, special or punitive damages, including but not limited to attorneys’ fees, even if it had been advised
of the possibility of such damages. Bank's aggregate liability to Customer for all losses, damages, and expenses
in connection with any single claim shall not exceed THE LESSER OF (1) CUSTOMER’S ACTUAL DAMAGES
OR (2) THE TOTAL AVERAGE MONTHLY BILLING ACTUALLY PAID BY CUSTOMER AND RECEIVED BY
BANK FOR THE SERVICE FOR WHICH A CLAIM IS MADE DURING THE SIX (6) MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED (OR SUCH FEWER
NUMBER OF PRECEDING MONTHS AS THIS AGREEMENT OR SERVICE AGREEMENT HAS BEEN IN
EFFECT), WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN CUSTOMER FIRST
BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THOUGH THE EXERCISE OF REASONABLE CARE,
CUSTOMER REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM. This Agreement is only
between Bank and Customer, and Bank shall have no liability hereunder to any third party.
Bank shall have no liability or responsibility to Customer with regard to any other matter, including, without
limitation, its failure to honor a transaction if an Account has insufficient available funds, its negligence, or breach
of contract (unless it constitutes gross negligence or willful misconduct), any act or omission of any third party
including any automated clearinghouse, any other financial institution, including a Federal Reserve Bank, SWIFT,
and NACHA. Customer agrees that Bank, its employees, agents, Affiliates, attorneys, or contractors (collectively
the “Bank Parties”) shall not be liable for any loss, damage or injury caused by the any failure of the hardware or
software utilized by a third party to provide Services to Customer. Bank shall have no liability to Customer for any
nonperformance, damages, or losses due to strike, breakdowns (including mechanical and electrical), non-
functioning of equipment, impossibility of performance, incompatible software or hardware, electronic data
corruption, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor disputes,
flood, hurricane, war, riot, theft, earthquake, natural disaster, default of common carriers or vendors or third-party
networks, suspension in payments by another financial institution, or other causes or circumstances beyond
Bank's reasonable control, sometimes known as Force Majeure.
13.2. Bank will not be liable for: (i) the failure of Customer to maintain the security of its systems or any security
procedure, (ii) Customer’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of
transmittal, or due authorization of any instruction received from Customer, (iif) nonperformance, malfunction, or
incompatibility of Customer's hardware or software, or the malfunction of the information reporting system beyond
Bank's reasonable control, (iv) any cause except the gross negligence or willful misconduct of Bank, (v) acts and
omissions of transferee institutions and their personnel, (vi) Bank's inability to confirm to its satisfaction the ability
of any person to act on Customer's behalf, or (vii) any and all claims or damages resulting from, or related to, any
computer virus, unauthorized intrusion or related problems that may be associated with using electronic