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HomeMy WebLinkAboutAmerican Society of Composers, Authors & Publishers (ASCAP),~ ~ ~~. LICENSE AGREEMENT -LOCAL GOVERNMENTAL ENTITIES ,/~~reementbetween the American Society of Composers, Authors and Publishers ("ASCAP") located at 2690 Cumberland Parkway, Suite 490 Atlanta, GA 30339-3913 by City of Auburn, WA ("LICENSEE"), located at 25 West Main Auburn, WA 98001 as follows: 1. Grant and Term of License (a} ASCAP grants and LICENSEE accepts a license to perform publicly on the "Premises" and at "Events" and "Functions," and not elsewhere or otherwise, non-dramatic renditions of the sepazate musical compositions in the "ASCAP repertory." The performances licensed under this Agreement may be by means of "Live Entertainment" or "Mechanical Music". For purposes of this Agreement, (i) "LICENSEE" shall include the named entity and any of its constituent bodies, departments, agencies or leagues. (ii) "Mechanical Music" means music which is performed at the Premises by means other than by live musicians who are perfonning.at the Premises, including, but not limited to (A) compact disc, audio record or audio tape players (but not including "jukeboxes"), (B) videotape, videodisc or DVD players; (C) the reception and communication at the premises of radio or television transmissions which originate outside the Premises; and which are not exempt under the Copyright Law; or (D) a music-on-hold telephone system operated by LICENSEE at the Premises. {iii) "Live Entertainment "means music that is performed at the Premises by musicians, singers or other performers. (iv) "Premises" means buildings, hospitals, airports, zoos, museums, athletic facilities, and recreational facilities, including, but not limited to, community centers, parks, swimming pools, and skating rinks owned or operated by LICENSEE and any site which has been engaged by LICENSEE for use by LICENSEE. (v) "ASCAP repertory" means alt copyrighted musical compositions written or published by .ASCAP members or members of affiliated foreign performing rights societies, including compositions written or published during the term of this Agreement and of which ASCAP has the right to license non-dramatic public performances. (vi) "Events" and. "Functions" means any activity conducted, sponsored, or presented by or under the auspices of LICENSEE. Except as set forth in paragraph 2.(d) below, "Events" and "Functions" shall include, but are not limited to, aerobics and exercise classes, athletic events, dances and other social events, concerts, festivals, arts and crafts fairs, and pazades held under the auspices of or sponsored or promoted by LICENSEE on the Premises. (vii) "Special Events" means musical events, concerts, shows, pageants, sporting events, festivals, competitions,'an'd other events of limited dwation presented by LICENSEE for which the "Gross Revenue" of such Special Event-exceeds $25,000 (as defined in paragraph 4.(d) below). (b) "This Agreement shall be for an initial term of one year, commencing O1/01/2005, which shall.be considered the effective date of this Agreement, and continuing thereafter for additional terms of one year each. Either party may give notice of termination to the other no later than thirty (30) days prior to the end of the initial or any :renewal term. If such notice is given, the agreement shall terminate on the last day of the term in which notice is given. 2. ' Limitations On License (a) This license is not assignable or transferable by operation of law or otherwise. This license does not authorize LICENSEE to grant to others any right to perform publicly in any manner any of the musical compositions licensed under this agreement, nor does it authorize any public performances at any of the Premises in any manner except as expressly herein provided. (b) This license does not authorize (i) the broadcasting, telecasting or transmission or retransmission by wire, Internet, website or otherwise, of renditions of musical compositions in ASCAP's repertory to persons outside of the Premises, other than by means of a music-on-hold telephone system operated by LICENSEE at the Premises; and (ii) performances by means of background music (such as Muzak) or other services delivered to the Premises. Nothing in this paragraph shall be deemed to limit LICENSEE's right to transmit renditions of musical compositions in the ASCAP repertory to those who attend Events or Functions on the Premises by means of teleconferencing, videoconferencing or similar technology. (c) This license is limited to non-dramatic performances, and does not authorize any dramatic performances. For purposes of this agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a "dramatico-musical work" (as hereinafter defined) in its entirety; (ii) performance of one or more musical compositions from a "dramatico-musical work (as hereinafter defined) accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; (iii) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action, or visual representation; {iv) performance ofa concert version of a "dramatico-musical work" (as hereinafter defined). The term "dramatico-musical work" as used in this Agreement, shall include, but not be limited to, a musical comedy, opera, play with music, revue, or ballet. (d) This license does not authorize performances: (i) at any convention, exposition, trade show, conference, congress, industrial show or similar activity presented by LICENSEE or on the Premises unless it is presented or sponsored solely by and under the auspices of LICENSEE, is presented entirely on LICENSEE'S Premises, and is not open to the general public; (ii) by or at colleges and universities; (iii) at any professional sports event or game played on the Premises; (iv) at any permanently situated theme or amusement park owned or operated by LICENSEE; (v) by any symphony or community orchestra; (vi) by means of a coin operated phonorecord player (jukebox) for which a license is otherwise available from the Jukebox License Office. 3. License Fee (a) in consideration of the license granted herein, LICENSEE agrees to pay ASCAP a license fee which includes the total of the "Base License Fee" and any applicable "Special Events License Fees", ail of which shall be calculated in accordance with the Rate Schedule attached io and made part of this Agreement. For purposes of this Agreement, (i) "Base License Fee" means the annual fee due in accordance with Schedule A of the Rate Schedule and based on LICENSEE's population as established in the most recent published U.S. Census data. It does not include any fees due for Special Events. (ii) "Special Events License Fees" mean the amount due in accordance with Schedule B of the Rate Schedule when Special Events are presented by or on behalf of LICENSEE. It does not include any Base License Fees due. (iii) LICENSEES who are legally organized as state municipal and/or county leagues or state associations of municipal and/or county attorneys shall be required to pay only the fee under Schedule C of the Rate Schedule. Such leagues or associations are not subject to Schedule A or Schedule B of the Rate Schedule. Fees paid by such leagues or associations do not cover performances of the municipality, county or other local government entity represented by the league or association. Schedule C fees are not applicable to municipal, county or other local government entities. (b) Unless otherwise limited by law, LICENSEE shall pay a finance charge of 1.5% per month from the due date, or the maximum amount permitted by law, whichever is less, on any required payment that it is not made within thirty days of its due date. 4. Reports and Payments (a} Upon the execution of this Agreement, LICENSEE shall submit: (i) a report stating LICENSEE's population based on the most recent published U.S. Census data. The population set forth in the report shall be used to calculate the Base License Fee under this Agreement; and (ii) a report containing the information set forth in paragraph 4.(d) below for all Special Events that were presented between the effective date of this Agreement and the execution of this Agreement. (b) The Base License Fee for the fast year of this Agreement and any license fees due for Special Events that were presented between the effective date of this Agreement and the execution of this Agreement shall be payable upon the execution of this Agreement. (c} Base License Fees for subsequent years shall be due and payable within 30 days of the renewal date of this Agreement and shall be accompanied by a statement confirming whether any Special Events were presented during the previous calendar year. (d) Ninety days after the conclusion of each Special Event, LICENSEE shall submit to ASCAP payment for such Special Event and a report in printed or computer readable forth stating: (i) 'the date presented; (ii) the name of the attractions} appearing; (iii) the "Gross Revenue" of the event. "Gross Revenue" means all monies received by LICENSEE or on LICENSEE'S behalf from the sale of tickets for each Special Event. If there are no monies from the sale of tickets, "Gross Revenue" shad mean contributions from sponsors or other payments received by LICENSEE for each Special Event; (iv) the license fee due for each Special Event. {e) If LICENSEE presents, sponsors or promotes a Special Event that is reportable under Rate Schedule B with another person or entity licensed under an ASCAP License Agreement, LICENSEE shall indicate the name, address, phone number and ASCAP account number of the other person(s) or entity(ies) and the party responsible for payment for such Special Event. If the other party is not licensed by ASCAP, LICENSEE shall pay the license fee due hereunder, notwithstanding any agreement to the contrary between LICENSEE and the other party. {f) LICENSEE agrees to furnish to ASCAP, where available, copies of all programs of musical works performed, which are prepared for distribution to the audience or for the use or information of LICENSEE or any department thereof. The programs shall include all encores to the extent possible. LICENSEE shall be under no obligation to furnish programs when they have not been otherwise prepared. {g) ASCAP shall have the right to examine LICENSEE'S books and records at LICENSEE'S place of business during normal business hours to such extent as may be necessary to verify the reports required by paragraph 4.(d) above. ASCAP shall have the right to adjust LICENSEE'S Base License Fee based upon the most recently available revised population figures and Population Estimates Program provided by the U.S. Census Department. S. Breach or Default IJpon any breach or default by LICENSEE of any term or condition herein contained, ASCAP may terminate this license by giving LIC'r;NSEE thirty days notice to cure such breach or default, and in the event that such breach or default has not been cured within said thirty days, this license shall terminate on the expiration of such thirty-day period without further notice from ASCAP. In the event of such termination, ASCAP shall refund on a pro-rata basis to LICENSEE any unearned license fees paid in advance. 6. Interference in Operations ASCAP shall have the right to terminate this license upon thirty days written notice if there is any major interference with, or substantial increase in the cost of, ASCAP's operations as the result of any law in the state, territory, dependency, possession or political subdivision in which LTCENSEE is located which is applicable to the licensing of performing rights. In the event of such termination, ASCAP shall refund to LICENSEE on a pro-rata basis any unearned license fees paid in advance. 7. Non-Discrimination LICENSEE recognizes that ASCAP must license all similarly situated users on anon-discriminatory basis. LICENSEE agrees that any modifications to this Agreement by ASCAP, which are required by local, state or federai law for other municipalities, counties and other governmental entities shall not constitute discrimination between similarly situated users. Examples of such modifications are statements of equal employment opportunity or nondiscrimination on the basis of race, creed, color, sex or national origin. 8. Notices ASCAP or LICENSEE may give any notice required by this Agreement by sending it by certified United States Mail, by generally recognized same-day or overnight delivery service or by electronic transmission (i.e., Mailgram, facsimile or similaz transmission) to the appropriate person/office as listed herein. Each party agrees to notify the other of any change in contact information, such as change of address, change of person/office responsible, etc. within 30 days of such change. IN WITNESS WHEREOF, this Agreement has been duly executed by ASCAP and LICENSEE, this day of 20 ~~~ O 1 AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS by ~O~CY OF AUBURN, WA LICENS . uVl ' ~ /,. by ~-% rr~~~~ I~ ~. l~ l~~ -t~~ (Fill in capacity in which signed: (a) If corporation, state corporate office held; (b) If partnership, write word "partner" under signature of signing partner; (c) 1f individual owner, write "individual owner" under signaturo.) ~~~ ASCAP LOCAL GOVERNMENT FACT SHEET Benefit of License: 1 Comprehensive Agreement - 1 annual fee 8~ single report - Covers almost any municipal activity - Removes potential iiabitity - Automatically covers additional uses without extra fees/reports#'' - Cheap -cost less than individual rates * *Monitoring or Tracking only of events with grass revenue in excess of $25,000.00 What's Covered: 1.1 All Government Owned Buildings & Property Examples: -Background Music in Municipal Buildings -Airports - Music. On Hold in Municipal Buildings -Museums - Employee Functions, parties -Ice & Roller Rinks - City Buses & Trains -Skate parks - Libraries -Zoos & Aquariums - Swimming Pools (Water Aerobics) -Hospitals - Municipal owned shops -Carousels - Senior Center Dances & Classes -Public Parks - Golf & Tennis Center Snack Bars - Community/Recreation Center Activities (Dances, classes) - Arena & Convention Centers (when not " rented out" to others) 2.1 Also covers events sponsored by or presented solely by municipality: Examples: -Arts & Crafts Fairs -Parades - Festivals -Concerts - First Night/New Year's Celebrations -Carnivals -Amateur Athletic Leagues -City Sponsored Conventions - Non-exempt elementary & secondary school performances Restrictions/Not Covered: Examples: - Coin-Operated Jukeboxes - Performances by or at Colleges & Universities - Performances at any professional sports event/game - Theme & Amusement Parks - Community or Symphony Orchestras - Conventions presented by outside entities - Broadcast.radio or TV, Cable, Satellite or intemet (except closed circuit) Policy -Local Governmental Entities City of Auburn, WA City of Auburn, WA Premise Address: 2b West Main Mailing Address: 25 West Main City, State Zip: Aubum, WA 98001 City, State Z1p: Aubum, WA 98001 Phone: 253-931-3030 Fax: 263-931-4007 Main Contact: Lori Patrick Account Num: Role: Parks Department ALM: Jennifer Chadwick Phone: 253-804-5649 TLM: Jennifer Chadwick Identified By: TLM District: Status: New Prospect Factors Vaiues Rate Start Date: 01!0112005 Rate End Date: Charge Freq: Annual Seasonal Slart: Seasonal End: Exception: Yes Total Rate: 5268.00 Billing Information Year Rate Site Information Audio AudioNisual Number Speakers: Number of Units: Type of Speakers: Size of each Unit: Square footage: Size of Screen: Receiver Location: Projection: Wiring: Self-contained speakert Paging Capability? Extension speakert VCR present? Type of programming: COmmeRtS: a -