6376 f
RESOLUTION NO . 6 ,376
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO ACCEPT GRANT FUNDS FOR A CONTRACT FOR
DESIGN SERVICES AIMED AT IMPROVEMENT OF
EMERGENCY MEDICAL SERVICES IN THE
CITY OF LITTLE ROCK; AUTHORIZING THE
CITY MANAGER TO ENTER INTO A CONTRACT
WITH "THE 4TH PARTY" CONSULTANTS FOR
THE PREPARATION OF A RECOMMENDATION FOR
IMPROVEMENT OF AMBULANCE SERVICES IN
THE CITY OF LITTLE ROCK, AND FOR OTHER
PURPOSES
WHEREAS , grant funds in the amount of $40 ,000 .00 are
available to be used for a contract for design services
aimed at improvement of emergency services in the City of
Little Rock- and
WHEREAS , it has been recommended by the staff that the
Board authorize the City Manager to enter into a contract ,
also to be approved by the grantors making funds available ,
with Jack Stout and Alan Jameson for design services ; and
WHEREAS , it is estimated that Phase I of the design
process will be completed within sixty days of its
beginning ; and
WHEREAS , the proposed contract contains a provision
that the Board of Directors and/or the grantors may, at
their option , terminate the contract with Stout and Jameson
prior to the entry into Phase II of the contract , and
WHEREAS , the design should result in a balance of four
elements to achieve efficient , high quality ambulance
service in the City and the four elements are:
( 1 ) Fast response time performance ,
( 2 ) Advanced clinical performance ,
( 3) Reasonable cost rate structures , and
( 4) Zero per capita local subsidy.
NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS
OF THE CITY OF LITTLE ROCK, ARKANSAS:
SECTION 1 . The City Manager is hereby authorized to
accept $40 ,000 . 00 in grant funds to be used for a contract
for design services aimed at improvement of emergency
medical services in the City of Little Rock.
SECTION 2. The City Manager is hereby authorized to
enter a contract with Jack Stout and Alan Jameson for design
services , a draft of which is attached hereto as Exhibit A
and is hereby made a part hereof .
SECTION 3. The Board of Directors hereby declare their
intent to appoint an emergency medical services technical
committee to work with Stout and Jameson during the design
process . The emergency medical services technical committee
will include persons from the following categories :
( a) Two physicians actively involved in delivering
emergency services
( b) Two persons with business and/or financial
expertise
( c) One ex officio, nonvoting legal advisor from the
City Attorney' s office to advise on administrative law and
one private attorney expert in corporate or business law
(d) One member of the Board of Directors of the City
of Little Rock
(e) One health care administrator
( f) One ex officio, nonvoting Citizen CPR Training
Organization
(g ) Ex officio, nonvoting city staff members ,
including staff from the Police and Fire Departments .
SECTION 4. The emergency medical services technical
committee is hereby charged with the duty to design an
advanced life support , pre-hospital care system for the City
of Little Rock which preserves and relies upon services
provided by the private sector and which will remain a
system financed by its users .
SECTION 5. The staff and the emergency medical
services technical committee are hereby authorized to
proceed with Phase I under the direction of Stout and
Jameson , which should result in a detailed design system
strategy for review by the Board of Directors .
SECTION 6. This Resolution shall be in full force and
effect from and after its adoption and approval .
ADOPTED: July 1, 1980
ATTEST! / _ APPROVED: ! �,
ity Cle ' a .r
Page 1 of 16 Pages
PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT, entered into by and between the City of Little Rock,
Arkansas, hereinafter referred to as the "City", and The 4th Party,
P.O. Box 55178, Little Rock, Arkansas 72205, hereinafter referred to as
the "Company";
WITNESSETH:
WHEREAS, the City perceives a need to bring about the development
of advanced life support prehospital emergency medical services (EMS)
to be furnished to citizens on a user-financed basis; and
WHEREAS, the City desires to consider an application of the
"Public Utility Model" of EMS management; and
WHEREAS, the Company has been found by the City to be expert in that
management model and its application in local settings;
NOW, THEREFORE, the City has elected to procure, by way of this contract,
professional consulting services from the Company as described herein.
Furthermore, it is mutually understood that the Company, as a general rule,
does not solicit or desire consulting contracts of a planning nature only,
and that both parties intend to negotiate, upon completion of this contract,
to retain the Company for purposes of managing the implementation of the
plan resulting from this contract. The City understands that the Company
is concerned that its reputation in the EMS industry might easily be
damaged by the faulty implementation of an otherwise good design, and
the City also understands that such risk is the principal reason behind
the Company' s general practice of avoiding contract work for the development
of plans, the implementation of which is likely to be managed by others.
However, the Company also understands that the City is under no legal
obligation to utilize the Company in any capacity after the completion of
this contract.
Article I. Employment of the Company
The City hereby employs the Company to perform the technical and professional
services as set forth in Article II hereof .
Article II. Scope of Services
The Company shall exert its best professional efforts to perform and carry
out in a satisfactory manner the services set forth below:
Page 2 of 16 Pages
A. Strategic Approach: Upon execution of this agreement and
establishment by the City Council of an "EMS Technical Advisory
Committee", the Company shall undertake, in cooperation with
the EMS Technical Advisory Committee, a preliminary analysis
of options available to the City for development of fully-
advanced life support prehospital care, and such analyses
shall include strategic planning considerations in areas of
business structure, clinical management, and legal relationships.
It is understood by the Company that such preliminary strategic
planning shall assume a system entirely funded by user fees
in third-party insurance payments, with the possible exception
of a reasonable cost to the City for regulatory purposes.
The resulting Preliminary Strategic Design shall address,
in general terms, all the items identified for inclusion in
the "Final Report", as specified under Paragraph B, Item 2,
of this Article II. It is mutually understood and agreed that ,
upon consideration of the preliminary design by the City Board
of Directors, the Board may, at its option, terminate this
agreement without penalty. Similarly, the Grantors, as
described in Attachment , hereof, shall also have the
option of terminating this agreement and the Grantors '
obligation to the City, upon review of the Preliminary Strategic
Design by the Grantors. However, unless this contract is
specifically terminated by the Board of Directors or by the
Grantors in writing within fifteen (15) days after receipt
and acceptance by the Contract Officer of the preliminary
design report, the Contractor shall initiate the second phase
of this contract, as described under Paragraph B, immediately
below.
B. EMS Systems Design: The Company shall produce an "EMS System
Design" document for the City employing the general planning
process described below under Subsection 1 , "Process", and
addressing at least those minimum content items identified
in Subsection 2, "Minimum Contents", below:
1 . Process. The Company shall conduct its own investiga-
tions with individuals and organizations involved
directly and indirectly with the EMS business in
Little Rock, as necessary for the Company to make
fully informed recommendations on each systems design
element. The Company shall use best efforts to identify
and describe barriers and potential barriers of all
types that may impede the timely and effective implementa-
tion of any design element. Furthermore, the Company
shall meet regularly with an official "EMS Technical
Advisory Committee", appointed by the Board of Directors,
and shall attempt to secure consensus or at least
majority support of that advisory committee for each
design recommendation in the Final Report, and the
Company shall also report any minority opinions on
any design element, fully and objectively, identifying
the source of such minority opinions.
Page 3 of 16 Pages
2. Minimum Contents. The final "EMS System Design" document
(i .e. , "Final Report") shall , at a minimum, address the
following system design considerations, and shall
recommend a specific course of action concerning each
of these design considerations:
Item (a)
Structure and makeup of the legal entity which shall be
responsible for overseeing and managing provider selection
under the new system, and which shall be the operational
entity responsible for the day-to-day oversight of
reliable ambulance service provision to the citizens
of Little Rock. (Sample issues: Should this responsibility
rest in a public trust authority, a city department, etc. ,
and what would be the makeup of any board , how would
members be appointed, what would be the legal nature of
the entity, etc.?)
Item (b)
How shall the regulatory functions be handled -- including
inspection, testing, monitoring, medical audit, and
enforcement? Also, assuming some possibility For
multijurisdictional operation, consideration will be
given to cooperative handling of any or all of these
regulatory functions through use of such cooperative
powers as may be provided for under the Interlocal
Cooperation Act.
Item (c)
What shall be the desired balance among the following
three interacting variables:
(1 ) Clinical quality of care and level of
clinical sophistication, including
personnel standards, equipment standards,
on-board supplies, and clinical protocols:
(2) Response time standards -- both citywide,
and within political subdivisions;
(3) Rate-setting methodology to be employed ,
including possible variable rate schedules
for different participating cities, if
appropriate.
In any competitive operator selection process, which of
these variables shall be held constant, and which shall
be the competitive variable?
Page 4 of 16 Pages
Item (d)
Centralized dispatching functions , including continuous
"real time" systems status management by dispatchers,
with special attention being given to continued handling
of central dispatching services for outlying areas,
eventual integration with a possible "911" center,
and smooth interaction with the State EMS Communications.
System.
Item (e)
Structuring of physician medical control and telemetry
management, including consideration of liability
exposure on the part of participating physicians.
Item (f)
Formalized structure for regular updating of system
procedures and medical protocols as a result of routine
performance feedback from the regulatory process, and
from new technological developments which may become
known to "the system" from time to time.
Item (g)
Ownership and control of the system "infrastructure",
including communications systems, data processing
systems, and fixed facilities.
Item (h)
Ownership, control , and provision for reversion of
control of all rolling stock and on-board equipment
servicing the system, including consideration of
control of the rolling stock by the City, by an
operating "authority", or by an independent commercial
or specially formed leasing agency. All options shall
consider the handling of equipment used initially in
the system, and the acquisition of additional equipment
from time to time, however no design shall be considered
which may risk the City' s inability to effect instantaneous
control over the rolling stock in the event of the need
for an emergency takeover of the system' s operation
by the City or by its managing "authority", should one
be established. (Any scheduled phasing out of older
equipment shall be fully integrated with a similarly
scheduled phasing in of more stringent equipment
standards in the proposed ordinance and attendant
regulations.)
Page 5 of 16 Pages
Item (i )
Provision for continuity of Emergency Medical
Technician (EMT) retirement programs, maintained
independent from any particular contractor ' s
tenure.
Item (j)
Ongoing personnel training, certification, and
career development opportunities.
Item (k)
Overall business structure of the system, including:
(1 ) Nature of procurement, compensation, and
other considerations regarding actual
ambulance service management and delivery;
(2) Method of procuring or providing for billings,
collections, and accounts receivable management
services, including public and private third-
party payors, billings, collections, and rate
negotiations;
(3) General description of overall financial
controls and safeguards throughout the system.
Mechanisms for reducing financial incentives
to overserve or underserve, or to render or
fail to render services, and a general
description of external controls and safe-
guards against such tendencies toward over-
utilization or underutilization.
Item (1 )
Staff expertise required to manage the overall system
on behalf of the public sector, and options for
contract management services.
Item (m)
Recommendations concerning ongoing statistical analyses
of both demand and response patterns throughout the
area by time of day, day of week, diagnosis, time
critical categories, code designation (presumptive
and retrospective) , and other statistical analyses
necessary for response time performance evaluation
and for "fine-tuning" system efficiency.
Page 6 of 16 Pages
1 Item (n)
Miscellaneous "housekeeping" issues such as options
for serving outlying areas under various service
contract arrangements, performance security require-
ments, potential "license bonding" options, methods
of controlling and compensating operator for "no-haul"
runs initiated by police, and numerous other miscel -
laneous items essential to the general systems framework.
Item (o)
An "executive summary" of the overall system, including
an organizational chart, general description of business
mechanics, general description of contracting arrange-
ments, and a layman's description of "how the system
works", operationally and from a business perspective.
C. Workplan and Timetable: Attached to the "EMS System Design"
document will be a "Workplan and Timetable" which shall identify
and generally describe the tasks which must be completed, and
the proper sequence of their completion, for controlled systems
implementation in a timely manner. If some phasing in of upgraded
equipment or personnel standards is required, the "Workplan and
Timetable" shall reflect the same.
D. Draft of Local Ordinance: After completion of the "EMS System
Design" document and the "Workplan and Timetable", the Company
will furnish a draft of a proposed local ordinance which would
provide the structural framework upon which the proposed EMS
system would be built. It is understood that the Company shall
prepare the first draft, in cooperation with the legal counsel
assigned to this project, and shall work with that legal counsel
to bring the ordinance to a condition of readiness for possible
adoption by the City Council . (Development of draft regulations
attendant to the ordinance, such as equipment standards, personnel
standards, procedural standards, bid document, etc. , will be
included within the scope of this contract, as will all other
documents necessary to initiating the actual implementation
process. )
Article III. Required and Optional Meetings
A. The Company shall , in the course of performing work on this
contract, meet with the present ambulance service providers,
and shall meet regularly with the "EMS Advisory Committee",
at times and places set by that committee' s Chairman at the
request of the Company. Company representatives shall also
be present to assist the Contract Officer in presenting the
proposed Plan and Ordinance to the City Council at a time
and place selected by the Contract Officer. In addition,
Company representatives shall conduct one presentation and
question/answer session on the proposed system design for
the benefit of representatives of neighboring cities.
Page 7 of 16 Pages
B. Should Company representatives be requested by the
Contract Officer to attend additional meetings for
information purposes (e.g. , County Medical Society,
Hospital Association, Nursing Home Association, Chamber
of Commerce, etc.) , a qualified Company representative
shall attend such meetings for an additional charge
as provided for in Article VII, "Compensation and
Method of Payment."
Article IV. Contract Officer and Resource Personnel
The City' s Contract Officer is hereby designated as Karen Muldrow.
It is understood that the Company must have periodic access to the
Contract Officer for consultation, and the Contract Officer shall make
reasonable efforts to make herself available to the Company throughout
the term of this agreement. Furthermore, the City shall make available
to the Company a designated "legal counsel" whose primary responsibility
during the term of this agreement shall be to assist the Contract Officer
and the Company in analyzing legal issues which may impact systems design,
and in the actual final drafting of the recommended City Ordinance.
It is understood that such legal counsel may have other assignments during
the term of this agreement, however, when a conflict exists between
requested work on this project and any other work, the requested work
on this project shall be addressed and completed first.
Article V. Temporary Office Space and Clerical Assistance
While most of the production of reports and other documents shall be
completed by the Company' s own clerical staff, the City shall provide,
at no cost to the Company, suitable enclosed working space with at least
one desk, a filing cabinet, and a telephone, including telephone
receptionist service. In addition, the Company shall have access to
reasonable use of the City' s duplicating machines, and may, from time to
time, request and shall obtain limited typing assistance as may be required
to expedite some particular written response, etc. Space and expenses
related to the conduct of all meetings shall be the responsibility of
the City.
Article VI. Reports and Copies
The Company shall provide to the Contract Officer two copies of every
required report, including all draft reports, letters, "briefing" papers,
plus two bound copies of the "Final Report." If at any time it is necessary
for the Company to provide additional copies of any document, the Company
may charge the City an additional fee for duplication costs, as provided
for in Article VII, "Compensation and Method of Payment", below. The
"Final Report" shall include final versions of the "EMS System Design"
document, the "Workplan and Timetable", and the proposed Ordinance.
Paye 8 of 16 Pages
Article VII. Compensation and Method of Payment
The total price of this contract shall be forty thousand dollars ($40,000) ,
plus any additional copying expense charges at ten cents per copy as
provided for in Article VI, "Reports and Copies."
All travel and lodging expenses incurred by the Company during the
performance of this contract shall be considered included in the $40,000
contract price.
The City shall make payments to the Company in accordance with the following
schedule:
Payment #1 : $5,000 due within ten days after the
execution of this agreement by the City.
i
Payment #2: $10,000 due within ten days after submission
by the Company and acceptance by the Contract
Officer of the document generally described
under Article II, Subsection A, "Preliminary
Strategic Design."
(Upon acceptance of and payment for the
"Preliminary Strategic Design" document, the
City or the Grantors may, without penalty,
terminate this agreement. It is anticipated
that the Company may begin work on this contract
no later than August 1 , 1980, and that the
EMS Technical Advisory Committee will have
been appointed and initially convened for
orientation by that date. It is further
anticipated that the Preliminary Strategic
Design document shall be complete and
submitted to the Contract Officer no later
than September 30, 1980. )
Payment #3: $10,000 due upon receipt and acceptance of
a progress report for work completed during
the month of October 1980, such payment to
be due within ten (10) days after acceptance
by the Contract Officer of the progress
report for October services.
Payment #4: $10,000 due within ten (10) days after
submission by the Company and acceptance
by the Contractor Officer of a progress
report regarding work performed during
the month of November 1980.
Payment #5: $5,000 due within ten (10) days after
submission by the Company and acceptance
by the Contract Officer of the "Final
Report" as defined in Article VI of this
agreement.
Page 9 of 16 Pages
It is mutually understood and agreed that the Contractor shall initiate
numerous meetings, formal and informal , with various parties involved
directly or indirectly in delivery of emergency medical services in the
Little Rock area, and that the costs to the Company of attending such
meetings are included in the $40,000 contract price. However, in
addition to meetings initiated by the Contractor for purposes of
conducting the work set forth in this agreement, the Contractor shall
attend, at the request of the Contract Officer , up to six (6) additional
meetings initiated at the request of the Contract Officer for informational
purposes, but not necessarily essential to Contractor' s work required
in this agreement. These additional meetings requested by the Contract
Officer shall be scheduled at times and places approved by the Company.
Should the Contract Officer desire the attendance of Company personnel
at additional meetings in excess of the six allowed for in this provision,
the Company shall make reasonable efforts to comply with the Contract
Officer' s requests, and the Company shall be paid an additional $250
per meeting in excess of the six already provided for in this compensation
section.
Article VIII. Level of Specificity -- "Preliminary Strategic Design"
It is mutually understood and agreed that the Company's Preliminary Strategic
Design shall describe organizational structures, contractual linkages,
financial relationships, and shall address the issues as defined herein
with sufficient specificity to allow for a reasonably well-informed
decision on the part of the City Council concerning implementation of the
proposed design. However, it is also understood that, while a given
contract arrangement may, for example, be described in the "Preliminary
Strategic Design", it is not the intention of the parties to this contract
that the actual contract document should be included in the Preliminary
Strategic Design. For example, if the Company should merely state that
some form of performance security shall be required of a contractor, such
a statement should be considered overly vague and nonspecific, and should
not be considered acceptable for payment. On the other hand, still by
way of example, should the Company describe in its Preliminary Strategic
Design that a performance security shall be required in the form of a
licensed bond in some specific amount, and that such license bond should
be required by City Ordinance and not specifically by the bid procurement
document, and that at least one bonding agent has been identified who is
willing to issue such a bond under these procurement and licensure
conditions, then the language would be considered sufficiently specific
and acceptable for payment under this contract. Continuing the example,
it would not be necessary for the Company to produce a specific license
bonding language format -- rather, production of such a language format
would be included as a "Work Item" in the "Workplan and Timetable" and
would be scheduled for completion.
Page 10 of 16 Pages
Article IX. Structure of the EMS Advisory Committee
It is mutually understood and agreed that the Company and the Contract
Officer shall have benefit of a close working relationship with the
"EMS Technical Advisory Committee", and that the purpose of this committee
is to provide review, comment, and to advise on draft materials prepared
by the Company, and the nature of such advice shall include political ,
medical , financial , legal , and organizational considerations. It is
understood that the Company shall rely heavily upon the view of EMS
Technical Advisory Committee members in preparing its final recommenda-
tions on systems design and, for that reason, that EMS Technical Advisory
Committee shall consist of individuals appointed by the Board of Directors
who understand that they will be asked to read "briefing" materials prior
to meetings, and that they will be asked to attend at least four meetings
lasting from three to five hours each over a six-week period , and each
member of the EMS Advisory Committee shall be selected for his or her
status in the community and in his or her own profession as a respected ,
informed, and expert individual in one of the following areas: emergency
medicine, hospital administration, business law, public administration,
and local politics. It is hoped that committee members representing these
broad areas of expertise will become sufficiently involved with this
planning process that each member can and will serve as a fully-informed
advocate for the proposed system design.
Article X. Term of Contract
The term of this contract shall be July 15, 1980 through December 31 , 1980,
or until presentation of the proposed systems design and ordinance to the
Board of Directors, whichever comes sooner.
Article XI. Personnel
A. Personnel furnished by the Company in performance of work
pursuant to this contract shall not be employees of the City
or employees or officials, either elected or appointed, of
the City.
B. All of the services required hereunder shall be performed by
the Company or under its direct supervision, and all personnel
engaged in the work shall be fully qualified and shall be
authorized or permitted under federal , state, and local law
to perform such services.
C. None of the work or services covered by this contract shall
be subcontracted, assigned, or transferred without the prior
written approval of the City.
Page 11 of 16 Pages
k
Article XII. Records and Audits
The Company shall maintain complete and accurate records with respect
to the performance of this contract. All such records shall be maintained
in accordance with generally accepted business procedures and shall be
clearly identified and readily accessible. The Company shall provide
free access to the representatives of the City or its appointees at all
proper times to such books and records, and the right to examine and audit
the same, and make transcripts therefrom as necessary to allow inspection
of all work, data, documents, proceedings, activities, and reports relating
to this contract for a period of three (3) months from the date of final
payment under this contract.
{
Article XIII. Standard Provisions
Those provisions as set forth in the Standard Provisions attached hereto
are by reference incorporated herein and made a part hereof.
Article XIV. Civil Rights
During the performance of this contract, the Company, for itself, its
assignees and successors in interest, agrees that, with regard to the
work performed by it after award and prior to the completion of this
contract, it will not discriminate on the grounds of race, color, sex, age,
or national origin in the selection and retention of subcontractors,
including procurement of materials and leases of equipment. In all
solicitations, either by competitive bidding or negotiation made by the
Company for work to be performed under a subcontract, including procurement
of labor, materials, or equipment, each potential subcontractor or supplier
shall be notified by the Company of the Company' s obligations under this
contract relative to nondiscrimination on the grounds of race, color,
sex, age, or national origin. In the event of the Company's noncompliance
with the nondiscrimination provisions of this contract, the City shall
impose such contract sanctions as it may determine to be appropriate,
including but not limited to, (a) withholding of payments to the Company
under the contract until the Company complies; and/or (b) cancellation,
termination, or suspension of the contract, in whole or in part.
* Article XV. Responsibility for Claims and Liability
The Company shall indemnify and hold harmless the City, its trustees,
agents, and employees from all claims or suits made or brought for injuries
to persons or property caused by the Company, its agents or employees,
in the performance of work under this contract.
• Page 12 of 16 Pages
Article XVI. Key Personnel Provisions
It is mutually understood and agreed that a key element involved in
the decision of the City to procure services from the Company includes
the Company' s provision of the services of certain key personnel to be
principally involved in the direct supervision of work under this
contract. Such key personnel to be furnished by the Company are
Alan W. Jameson and Jack L. Stout. No substitution of other personnel
for these key personnel may be effected without permission of the City;
however, it is mutually understood that the Company intends to and
may at its option utilize additional personnel in the performance of
this contract, but any such personnel shall be directly supervised by
these key personnel .
AN WITNESS WHEREOF, the City and the Company have executed the
contract on this day of , 1980.
Little Rock, Arkansas
By
ATTEST:
The 4th Party
An Arkansas Corporation
By
Jack L. Stout, President
APPROVED:
Approved as to form and legality:
I hereby certify that there is a balance, otherwise
unencumbered, to the credit of the appropriation from
which the foregoing expenditure is to be charged,
sufficient to meet the obligation hereby incurred .
By
Page 13 of 16 Pages
STANDARD PROVISIONS
The following standard provision clauses are incorporated herein and made
a part of this contract .
1 . Changes
2. Extras
3. Termination of Contract for Cause
4. Interests of Members of the City and Others
5. Interest of the Company
6. rindings Confidential
7. Duplication of Effort
8. Rights to and Disposition of Data
9. Copyrights
10. Jurisdiction
II . Successors and Assigns
12. Covenants Against Contingent Fees
e
Page .l4 of 16 Pages
STANDARD PROVISIONS
Clause 1 . Changes
It is mutually understood and agreed that due to the extensive, complex,
and time-critical nature of the work to be performed pursuant to this contract ,
certain unforeseen tasks and responsibilities may arise which may be found to
be critical to the successful completion of this contract . In such instances,
the City may require changes in the scope of the services and the time of
performance as set forth herein. Such changes, including any increase or
decrease in the amount of compensation to the Company, shall be incorporated
as written amendments to this contract. The said increase or decrease in
compensation, as the case may be, shall be mutually agreed upon by the
parties hereto before performance of the work.
Clause 2. Extras
Except as otherwise provided herein, no payment for extras shall be made
unless and until such extras and the price therefor have been authorized
in writing by the City.
Clause 3. Termination of Contract for Cause
A. The City may, subject to the provisions of Paragraph B of this
Clause, by written notice to the Company, terminate the whole
or any part of this contract in any of the following circumstances:
1 . If the Company fails to perform the services called for
by this contract within the time(s) specified herein or
any extension thereof; except if any such delay is due
to no fault of the Company; or
2. If the Company fails to perform any of the other provisions
of this contract or so fails to make progress as to
endanger performance of this contract in accordance with
its terms, and if either of these two circumstances does
not correct such failure within a period of ten (10) days
(or such longer period as the City may authorize in
writing) after receipt of notice from the City specifying
such failure.
B. Except with respect to defaults of subcontractors, the Company
shall not be liable for any excess costs if the failure to
perform this contract arises out of causes beyond the control
and without the fault or failure of the Company.
•
III
Page .15 of 16 Pages
C. If this contract is terminated as provided in Paragraph A of
this Clause, the City may require the Company to provide all
finished or unfinished documents, data , studies, services,
drawings, maps, models, photographs, reports, etc. , prepared
by the Company.
Clause 4. Interests of Membersof the City and Others
No elected official , or employee of the City, and no member of its governing
body nor other public officials of the governing body of the City in which
the work pursuant to this contract is being carried out , who exercises any
functions of responsibility in the review or approval of the undertaking
or carrying out of the aforesaid work, shall :
A. participate in any decision relating to this contract which
affects his or her personal interest or the interest of any
corporation, partnership, or association in which he or she
has, directly or indirectly, any interest; or
B. have any interest , direct or indirect , in this contract or
the proceeds thereof.
Clause 5. Interest of the Company
The Company hereby covenants that it has, at the time of execution of this
contract , no interest , and that it shall not acquire any interest in the
future, direct or indirect , which would conflict in any manner or degree
with the performance of services required to be performed pursuant to this
contract. The Company further covenants that in the performance of this
work no person having any such interest shall be employed.
Clause 6. Findings Confidential
No report , information , or other data given to or prepared or assembled
by the Company pursuant to this contract , which the City has requested be
kept confidential , shall be made available to any individual or organization
by the Company without the prior written approval of the City.
Clause 7. Duplication of Effort
The Company hereby agrees to utilize all available existing data , studies,
charts, maps, etc. , for the performance of this contract for the purpose of
eliminating any duplication of effort.
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Page 16 of 16 Pages
Clause 8. Rights to and Disposition of Data
The term "subject data" as used herein includes all data , written materials,
photographs, drawings, or other information collected or created under this
contract whether delivered under this contract or not. The term does not
include the Company' s financial records or accounting records. All subject
data shall be retained by the Company during the course of the work. Subject
data shall be available for study and utilization by the City for a period
of three (3) months after the completion of this contract. After completion
of the contract , the Company shall have the right to publish, duplicate, or
release the "subject data" for the Company' s purposes in advertising , technical
writing, and in assisting other clients of the Company.
Clause 9. Copyrights
No reports or other documents produced in whole or in part under this contract
shall be the subject of an application for copyright by or on behalf of the
Company.
Clause 10. Jurisdiction
This contract shall be interpreted in accordance with the statutes, laws,
ordinances of the Federal Government , State of Arkansas , and
the Ciry of Little Rock , as the case may be.
Clause 11 . Successors and Assigns
Each of the parties hereto hereby binds itself , its successors, assigns, and
legal representatives to the other party, its successors, assigns, and legal
representatives to this contract , in respect to all covenants of this contract.
Clause 12. Covenants Against Contingent Fees
The Company warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Company,
to solicit or secure this contract , and that it has not paid or agreed to
pay any company or person, other than a bona fide employee working solely
for the Company, any fee, commission, percentage, brokerage fee, gifts,
or other consideration, contingent upon or resulting from the award or
making of this contract. For a breach or violation of this warranty, the
City shall have the right to deduct from the contract price or consideration,
A , or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gifts or contingent fee.