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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. • . , v 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.