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BANK OFAMERICA �®
<br /> Bank of America Corporate Card Service Agreement
<br /> This Bank of America Corporate Card Service Agreement (the "Agreement") is made by and between Bank of America, N.A., a Bank of
<br /> America company("Bank of America")and City of Everett("Company")and shall be effective as of January 15t 2021 ("Effective Date").
<br /> The terms"we,""us"and"our"refer to Bank of America. The terms"you"and"your"refer to Company.
<br /> With our Corporate Card Services you are allowed to open Card Accounts for your business purposes. You may select one or more of the
<br /> following card programs: purchasing card program;travel and entertainment card program; accounts payable card program or fleet card
<br /> program; and the ancillary services set out in Section 17 of this Agreement(each, a"Service,"and collectively,the''Services"). You may
<br /> begin using a Service once we have approved such use and we have received all required and properly executed forms and you have
<br /> successfully completed any testing or training requirements. Whenever you use a Service,you agree to be bound by this Agreement, as
<br /> amended from time to time, and to follow the procedures in the applicable Materials.
<br /> 1. DEFINITIONS
<br /> AML/Sanctions Laws. All applicable laws relating to client identification,the prevention of money-laundering,terrorism,the use of proceeds
<br /> of crime,economic or political sanctions, including Sanctions, and any other similar matter.
<br /> Applications.Proprietary Software and/or Materials accessed through our digital platforms or through any of our third party vendor sites and
<br /> any related services used to provide the Services, including(i)the Global Reporting Management System("GRAM")hosted by MasterCard,
<br /> (ii)a pin platform run by us, (iii)a payment center for US cardholders run by Total Systems, (iv)the Works System,and(v)any other third
<br /> party vendor we may use from time to time.
<br /> Authorized User. Any person or entity, including any Cardholder, with your actual, implied or apparent authorization to use the Services
<br /> and/or Applications.
<br /> Billing Statement. The official invoice provided to you, a Participant and/or Cardholder which identifies each Transaction posted during the
<br /> billing cycle,the date of each Transaction and the applicable fees and charges, payment amount due and Payment Due Date.
<br /> Business Day. Each day on which we are open for business related to the Services.
<br /> Card. Each plastic card which we issue for your Card Account using a Service.
<br /> Card Account. Each MasterCard®or Visa®account which we issue to you or to a Cardholder with respect to a Service, including a
<br /> Cardless Account.
<br /> Cardholder. Your employee or any other person whom you designate in writing and whom we approve to receive a Card. If you or a
<br /> Cardholder makes a Card Account number, Convenience Check, or a number associated with a Cardless Account available to another
<br /> party,that person will also be considered a Cardholder.
<br /> Cardholder Account. A sub-account of your Card Account,which is set up by us for each Cardholder(at your request), for reporting and/or
<br /> billing purposes.
<br /> Cardless Account. An Account for which we assign only an account number, but no Card is issued.
<br /> Cash Advance. Use of a Card Account through a Card or Convenience Check to obtain cash from a participating financial institution,
<br /> merchant or automated teller machine. "Cash"for these purposes includes currency, and any other items readily convertible into cash such
<br /> as money orders,travelers checks, foreign currency, lottery tickets, casino chips and race-track wagers, regardless of whether you allow
<br /> Cardholders to purchase such items.
<br /> Client Proprietary Information or CPI.All the data of a Client stored on our database systems related to the Services that constitute
<br /> Confidential Information, including Personal Data.
<br /> Confidential Information.All information concerning or relating to a party or any of its affiliates, employees,agents or representatives,
<br /> including:
<br /> i. a party's business practices and strategies or information concerning business practices or strategies, including any documents
<br /> prepared by a party or any of its employees, agents or representatives(including lawyers, accountants and financial advisors);
<br /> and
<br /> ii. any other information which is manifestly confidential by virtue of its nature or description or which a party expressly designates
<br /> as being confidential.
<br /> Convenience Check. A check which we may provide to you, upon your request,to draw on a Card Account.
<br /> 00-35-6182NSBW 02-28-2020 AK Page 1 of 16
<br /> Bank of America — Confidential ©2020 Bank of America Corporation
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