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4.2 Instruments of Service. All computer software (including without limitation financial <br />models, compilations of formulas and spreadsheet models), Inventions ,designs, <br />programs, improvements, processes and methods (collectively, the "Proprietary <br />Models"), reports, drawings, specifications, computer files, field data, notes and other <br />documents and instruments prepared by Consultant are Instruments of Service of <br />Consultant and shall remain the property of Consultant. Consultant shall likewise retain <br />all common law, statutory and other reserved rights, including the copyright thereto. City <br />acknowledges and agrees that the consideration paid by City herein only entitles City to a <br />license to use the hard copy or electronically transmitted reports generated pursuant to the <br />Consulting Services and that any Proprietary Model that Consultant uses to generate such <br />reports is owned by, or is duly licensed from a third party to Consultant and is not being <br />provided to City hereunder. The reports and models used to generate such reports are for <br />use on this Project only. The City shall not reuse or make any modification to the hard <br />copy or electronically transmitted reports generated pursuant to the Consulting Services <br />without the prior written authorization of the Consultant. The City agrees, to the fullest <br />extent permitted by law, to indemnify and hold harmless the Consultant, its shareholders, <br />officers, directors, employees and subconsultants (collectively, Consultant's) against any <br />damages, liabilities or costs, including reasonable attorneys' par fees and defense costs, <br />arising from or allegedly arising from or in any way connected with the unauthorized use, <br />reuse or modification of the hard copy or electronically transmitted reports generated <br />pursuant to the Consulting Services or any of Consultant's Instruments of Service, <br />including models, by the City or any person or entity that acquires or obtains the reports <br />from or through the City without the written authorization of the Consultant. City <br />acknowledges that Consultant may have used reports and analyses that Consultant <br />authored for other clients as base works or templates for the reports and analyses <br />prepared for City pursuant to this Agreement, and City acknowledges and agrees that <br />Consultant has the right to use the reports and analyses that it authors pursuant to this <br />Agreement as base works or templates for reports and analyses that Consultant authors <br />for Consultant's other clients, provided, however that Consultant shall not use any <br />confidential information provided by City in such future reports and analyses. City <br />further acknowledges and agrees that Consultant has spent substantial time and effort in <br />collection and compiling data and information (the "Data Compilations") in connection <br />with the Consulting Services and that such Data Compilations may be used by Consultant <br />for its own purposes, including, without limitation, sale or distribution to third parties; <br />provided, however, that Consultant will not sell or distribute any of City's confidential <br />information that may be contained in such Data Compilations, unless such confidential <br />information is used only on an aggregated <br />and anonymous basis. <br />4.3 Any proposed changes in the Consulting Services hereunder shall be submitted to the <br />other party hereto, and any such changes agreed to by the parties shall be reflected in an <br />amendment to Exhibit "A" in accordance with Section 8.6. <br />4.4 Nothing in this agreement shall give the Consultant possession of authority with respect <br />to any City decision beyond the rendition of information, advice, recommendation, or <br />counsel. <br />2 <br />C\emo\Agrcemonts\DTA Public Finance, Inc. CFD No. 2003-1 (FY 25-26) Agreement FY25-0052.doex-ins <br />