True North Consulting Group LLC 8/26/2024

Page 12 of 26 2.10 CONFIDENTIALITY The Supplier will not disclose to any person other than the City any records, information, or data provided by the City to the Supplier pursuant to this Agreement without the City Project Manager’s prior written consent to such disclosure. 2.11 INTELLECTUAL PROPERTY RIGHTS Reports, drawings, plans, specifications, and any other intangible property created in furtherance of the Work are property of the City for all purposes, whether the project for which they are made is executed or not, and may be used by the City for any purpose. To the extent the Work includes material subject to copyright, the Service Provider agrees that the Work is done as a “Work for Hire” as that term is defined under U.S. copyright law and that, as a result, the City shall own all copyrights in the Work. To the extent that the Work includes material subject to proprietary right protection but does not qualify as a “Work For Hire” under applicable law, the Service Provider hereby assigns to the City all rights, title, and interest in and to the Work, including all copyrights, patents, trade secrets, and other proprietary rights therein (including renewals thereof). To the maximum extent permitted by law, the Service Provider waives all moral rights in the Work. Notwithstanding the foregoing, the Service Provider retains any intellectual property rights in documents and intangible property created by the Service Provider prior to engagement or not created by the Service Provider for its performance of this Agreement. 2.12 CHANGES IN SCOPES OF WORK The City reserves the right to add or delete similar such as follow-on reports or report updates to this contract as necessary. In the event of a change, the City of Everett will provide the supplier with a thirty (30) day written notice of such change. In addition, the City of Everett reserves the right to make changes, additions to, or deductions from this Scope of Work provided that they conform to the general scope of the contract. The Supplier will not affect any change without the prior written approval of the City. 2.13 PAYMENT Within thirty (30) days after delivery, acceptance of the items ordered, and a properly prepared invoice, but not more often than once per month, the City of Everett will pay the Supplier according to the rate(s) stated on the price sheet. No down payment or advance payment of any kind will be made. Washington State law requires proof that the materials have been furnished, the services rendered or the labor performed as described before payment may be made. All invoices must list the PO number and are to be submitted to the following address: City of Everett – Accounts Payable PO Box 12130 Everett, WA 98206 accountspayable@everettwa.gov RFP