Manatt, Phelps, & Phillips 1/15/2026

a. It will be Supplier’s responsibility to track his or her federal lobbying hours and contacts in preparation for required public disclosure reporting obligations. b. The City will be available to review such documents and should receive documentation of all federal filings. 11. INTELLECTUAL PROPERTY RIGHTS Unless otherwise expressly agreed in writing, all intellectual property rights in works created pursuant to the award of this solicitation, or for the City of Everett, belong to the City of Everett. The Supplier retains any intellectual property rights in works created by the Supplier prior to engagement, or not for its performance of this Agreement. The Supplier expressly represents and warrants that the Work shall be original and shall not infringe on another’s copyright, or rights in trade or service marks. If awarded, the Supplier agrees to defend and indemnify City from any and all claims and damages arising out of the award of this solicitation, Agreement or the Work created. 12. AUDITS AND INSPECTIONS At any time during normal business hours and as often as the City may deem necessary, Supplier shall make available to the City for the City’s examination all of Supplier’s books, records and documents with respect to all matters covered by this Agreement and, furthermore, Supplier will permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 13. PRICE INCREASES Increases to the contract pricing may be requested by the Supplier not more than once per year, and shall be accompanied by sufficient documentation to allow the City of Everett to analyze the validity and reasonableness of the increase request. Such documentation shall be presented to the City’s Purchasing Manager not less than 60 days before the anniversary of the contract, or the date of commencement of optional years of the contract term. Any such contract increase shall only be effective upon written acceptance issued by the City of Everett to the Supplier. The City reserves the right to negotiate any requested price increases or cancel the contract if not approved. 14. PAYMENT Within 30 days after delivery, acceptance of 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: