HomeMy WebLinkAboutContract 62409CSCO 62409
FORT WORTH
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its
duly authorized Assistant City Manager, and LKCM Radio Group, L.P. ("Vendor"), a Texas Limited
Partnership, acting by and through its duly authorized representative, each individually referred to as a "party"
and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Payment Schedule;
4. Exhibit C— Termination Payment Schedule; and
5. Exhibit D — Conflict Of Interest Questionnaire
Exhibits A through D, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes.
1. Scope of Services. Vendor shall provide advertising services for Fort Worth Animal Care and
Control. ("Services"), which are set forth in more detail in Exhibit "A"— Scope of Services, are attached hereto
and incorporated herein for all purposes.
2. Term. This Agreement shall begin on the date signed by the Buyer's Assistant City Manager
("Effective Date") and shall expire one (1) year from that date, unless terminated earlier in accordance with
this Agreement. Buyer shall have the option, in its sole discretion, to renew this Agreement under the same
terms and conditions, for up to four (4) one-year renewal periods, (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement shall not exceed Fifty Thousand dollars
($50,000.00). Vendor shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement unless City requests and approves in writing the additional costs for
such services. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of
the Texas Government Code) and the provisions of this Agreement, including Exhibit "B"— Payment
Schedule, which is attached hereto and incorporated herein for all purposes.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reasnn by nrovidino the other narty with at least 3dnvs' written notice of termination_
Vendor Services Agreement- LKCM Radio Group, L.P. Page 1 of 14
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4.2 Non-Anpronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of
such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as to
the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated
by Vendor prior to the Expiration Date, City will pay Vendor for services actually rendered up to the
effective date of termination and Vendor will continue to provide City with services requested by City
and in accordance with this Agreement up to the effective date of termination. In the event that this
Agreement is terminated by City prior to the Expiration Date, City agrees to pay vendor in accordance
with Exhibit C- Termination Payment Schedule and Vendor will continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
However, in no event shall the total compensation under this agreement exceed fifty thousand dollars
($50,000).
4.4 Upon termination of this Agreement for any reason, Vendor will provide City with
copies of all completed or partially completed documents prepared under this Agreement. In the event
Vendor has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City- provided data to City in a machine-readable format or other format deemed
acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential and
will not disclose any such information to a third party without the prior written approval of City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all records held or maintained for City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient
will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Vendor
will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and will fully cooperate with City to protect
such City Information from further unauthorized disclosure.
Vendor Services Agreement- LKCM Radio Group, L.P. Page 2 of 14
6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final
payment under this Agreement, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records, including, but not limited to, all electronic records of Vendor involving transactions relating to
this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working
hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance
notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as
an independent contractor as to all rights and privileges and work performed under this Agreement, and not as
agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of
this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and
be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,
its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors,
and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership
or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a
co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or
subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors
of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANYAND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING,
INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENTACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT
OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROMAND AGAINSTANY
AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESSAND ANYRESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO
DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION
AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK,
TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE
SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT
BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL
NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR
DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF
Vendor Services Agreement- LKCM Radio Group, L.P. Page 3 of 14
PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION,
VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE
RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT,
NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND
CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE EVENT CITY, FOR
WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND
EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL
NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR
COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE
AND COOPERATE WITH CITYINDEFENSE OFSUCH CLAIM OR ACTION. CITYAGREES
TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH
COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO.
NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS
OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER
THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART
THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR
RESTRAINED OR, IFAS A RESULT OFA SETTLEMENT OR COMPROMISE, SUCH USE IS
MATERIALLY ADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND
AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE
TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE
AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH
MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED
USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE
AND DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND
FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION
AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT
TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO
CITY UNDER LAW.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee will execute a written agreement with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor
and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a
written agreement with Vendor referencing this Agreement under which subcontractor agrees to be
bound by the duties and obligations of Vendor under this Agreement as such duties and obligations
may apply. Vendor must provide City with a fully executed copy of any such subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies
of the following types and minimum coverage limits that are to be in effect prior to commencement of any
Services pursuant to this Agreement:
10.1 Coverage and Limits
Vendor Services Agreement- LKCM Radio Group, L.P. Page 4 of 14
10.2
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An annual
certificate of insurance must be submitted to City to evidence coverage.
General Reuirements
(a) The commercial general liability and automobile liability policies must name
City as an additional insured thereon, as its interests may appear. The term City
includes its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits
of coverage must be provided to City. Ten (10) days' notice will be acceptable in the
event of non-payment of premium. Notice must be sent to the Risk Manager, City of
Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A- VII in the current
Vendor Services Agreement- LKCM Radio Group, L.P. Page 5 of 14
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation
will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from
and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY
VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH
LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM
SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants
or representatives or (2) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
LKCM Radio Group, L.P.
Dba KFWR, KRVF, KTFW, KOME, KITTS, K-
Hits, KTWF, DGTL
Gerry Schlegel, President
115 West 3' Street
Fort Worth, TX 76102
14. Solicitation of EmDlovees. Neither City nor Vendor will, during the term of this Agreement
and additionally for a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor, any person who is or has been employed by the other during the term of
this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision will not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City
does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
Vendor Services Agreement- LKCM Radio Group, L.P. Page 6 of 14
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
19. Force Mai eure. City and Vendor will exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not limited
to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires;
strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders
of government; material or labor restrictions by any governmental authority; transportation problems; restraints
or prohibitions by any court, board, department, commission, or agency of the United States or of any States;
civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein
but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force
Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the
extent of, such prevention or hindrance, provided the affected party provides notice of the Force Maj eure Event,
and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible
after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by
the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance
the notice section of this Agreement.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to
be resolved against the drafting party will not be employed in the interpretation of this Agreement, Exhibit A,
and Exhibit B.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension of
this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed
by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A through D, contains the entire
understanding and agreement between City and Vendor, their assigns and successors in interest, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one
and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform
to generally prevailing industry standards. City must give written notice of any breach of this warranty within
thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will
either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the
Vendor Services Agreement- LKCM Radio Group, L.P. Page 7 of 14
warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services.
26. Immigration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this Agreement.
Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so
that no services will be performed by any Vendor employee who is not legally eligible to perform such services.
VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City,
upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of
this provision by Vendor.
27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work
papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the
date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever
occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within
the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part
thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as
amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work
Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any claim,
lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authoritv. The person signing this Agreement hereby warrants that they have the
legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and
any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. Change in Comvanv Name or Ownership. Vendor must notify City's Purchasing Manager,
in writing, of a company name, ownership, or address change for the purpose of maintaining updated City
records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such as an updated
W-9, documents filed with the state indicating such change, copy of the board of director's resolution
approving the action, or an executed merger or acquisition agreement. Failure to provide the specified
documentation may adversely impact invoice payments.
30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271
of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company"
has the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. Prohibition on Bovcotting Energv Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
Vendor Services Agreement- LKCM Radio Group, L.P. Page 8 of 14
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature
provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor
has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the
City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
33. Electronic Signatures. This Agreement may be executed by electronic signature, which will
be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
(signature page follows)
(remainder of this page intentionally left blank)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
Vendor Services Agreement- LKCM Radio Group, L.P. Page 9 of 14
CITY OF FORT WORTH:
By: Valerie Washineton (Dec 6.202411:16 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date:
VENDOR:
LKCM Radio Group, L.P.:
BY: �Scgel (Dec 6, 2 PST)
Name: Gerry Schlegel
Title: President
Date: 12/06/2024
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By:
Name: Chris McAllister
Title: Assistant Code Director
Attest:
By:
Name: Jannette Goodall
Title: City Secretary
Contract Authorization:
M&C: N/A
Date M&C Approved: N/A
Form 1295: N/A
00 ongb
a ; � FORT�O9�dd
!.g
Ovo 8=0
OP * 00 000 *pd
Qa°nc rezp54 p
bRnvvo
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
51-eiv(a ILW"e
By: Brenda Matute (Dec 6, 2024 09:17 CST)
Name: Brenda Matute
Title: Communication Coordinator
Approved as to Form and Legality:
.Alnc�zrtc� 7�'lu�i�r�unc�
By:
Name: Amarna Muhammad
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement- LKCM Radio Group, L.P. Page 10 of 14
EXHIBIT A
SCOPE OF SERVICES
Background
Radio advertisements will promote educational campaigns, adoption events, and animal shelter initiatives
aimed at improving animal welfare in the city. This advertising will also help broaden our audience across the
metroplex.
Deliverables
95.9FM The Ranch radio station (KFWR) will fulfill advertising needs for Fort Worth Animal Care and
Control. Commercials will air every other week for 52 weeks with 26 of those weeks being "on air weeks."
Each on air week will consist of 18 commercials for a total of 468 advertisements.
KFWR Gabriel Early Week: 9X: 30 Second Commercials 6a-8p Mon -Wed. 9x: 30 Second
Commercials 5a-mid. Mon -Wed. (Every other week Mon -Wed 26 weeks on air over 52 weeks.)
9art Thr a FAd Tad a Len Rabe ftbdm K T w M F 5b SN Spab ft 0 w e63 TOW Vok
6a 8p 30I 3 3 3 9 26 I IM
5a mid 30 3 3 3 9 26 334
Page 11 of
EXHIBIT B PAYMENT SCHEDULE
aeee RCMtlN1e MErnce
Average Spot Rate $0.0() Sum
R�MbIWe T�" A MOWft
Flat Bill Early Week 636 x 26
Every anther week $16,536.00
SUBTOTAL S16,536.00
COMMISSION
CONTRACT TOTAL l $16,536.i�
Page 12 of
Exhibit C— Termination Payment Schedule
Page 13 of
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIO
This questionnaire reflects changes made to the law by H.B. 23. 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local GovemmentCode, Data Recerred
by aviandorwho has abusiness relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.D06(a).
By I aw this questionnaire must be filed with the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Govemment Code. An offense under this section is a misdemeanor.
J Name of vendorwho has a business relatlonshlpwlth local governmental entity.
LKCM Radio Group LP
J ❑ check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom the Information in this section is being disclosed.
Name of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176_001(1-a), Local Government Code_ Attach additional
pages to this Form GIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
F] Yes FX7 No
B. Is the vendor recevvtng or likely to receive taxable income, other than investment income, from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
Yes FX]No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
Yes FX ] No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
111081209
Signature of vendor doing business with the governmental entity Date
Adopted 81712Dt5
Page 14 of