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HomeMy WebLinkAboutContract 1893 between American Society of Composers, Authors and Publishers ("SOCIETY"), 0 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339 MAR () 7 2005 LICENSE AGREEMENT - LOCAL GOVERNMENTAL ENTITIES and City of Columbia Heights, MN ("LICENSEE"), located at as fonows: 590 40th Ave NE Columbia Heights MN 55421 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 separate musical compositions in the "AS CAP repertory." The performances licensed under this Agreement may be by means of "Live Entertainment" or "Mechanical Music". For purposes of this Agreement, _ ____--.-ill (ii) "LICENSEE" shall include th~named entity and any of its constituent bodies, departments, agencies or leagues. "Mechanical Music" means music which is performed at the Prermses bymeans other than by live muslcla.ns who are performing 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. "Live Entertainment" means music that is performed at the Premises by musicians, singers or other performers. "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. "AS CAP repertory" means all 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 ofthis Agreement and of which ASCAP has the right to license non-dramatic public performances. "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 parades held under the auspices of or sponsored or promoted by LICENSEE on the Premises. "Special Events" means musical events, concerts, shows, pageants, sporting events, festivals, competitions, and other events of limited duration 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 August 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 thf: 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 tem1 in which notice is given. (vii) (iii) (iv) (v) (vi) 2. Limitations On License 1 (a) This license is not assignable or transferable by operation ofIaw 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 perfom1ances 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 shan be deemed to limit LICENSf;E'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 fonowing: (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 ofthe 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 of a 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 Gukebox) 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", all of which shall be calculated in accordance with the Rate Schedule attached to 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 ofthe 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 ofthe 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. 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 ofthis Agreement and the execution ofthis Agreement. (b) The Base License Fee for the first 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 ofthis 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 ofthe renewal date of this Agreement and shall be accornp:;mied by f,l 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 form stating: (i) the date presented; (ii) the name of the attraction(s) appearing; (iii) the "Gross Revenue" ofthe event. "Gross Revenue" means all monies received by LICENSEE or on LICENSEE'S behalf from the sale of tickets for each Special Event. lfthere are no monies from the sale of tickets, "Gross Revenue" shall 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. 5. Breach or Default Upon any breach or default by LICENSEE of any term or condition herein contained, ASCAP may terminate this license by giving LICENSEE 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 LICENSEE 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 a non-discriminatory basis. LICENSEE agrees that any modifications to this Agreement by ASCAP, which are required by local, state or federal 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 similar 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. AMERICAN SOCIETY OF COMPOSERsf4t,.fi . L1CENSE~_~~ 4_ AUTHORS AND PUBLISHERS I) ? - ( /7~ 7 ~ ?O%:,. t:- 1 Il1- ' ~;/ /... ~ --- -rITLE., rv" e~4'4~c;;:/" By ~"./jJ~{I..-- '----; / / (FilI in capacity in which signed: (a) If corporation, state corporate office held; (b) Ifpartnership, write word "partner" under signature of signing partner; (c) If individual owner, write "individual owner" under signature.) SCHEDULE A Base License Fee POPULATION 50,001 75,001 100,001 125,001 150,001 200,001 250,001 300,001 350,001 400,001 450,001 500,001 50,000 75,000 100,000 125,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 plus SCHEDULE B Special Events ~ 2005 RATE SCHEDULE ASCAP FOR LOCAL GOVERNMENTS .l.o;so.O The rate for Special Events shall be 1 % of Gross Revenue. BASE LICENSE FEE ~ 537 644 860 1,074 1,396 1,718 2,041 2,364 2,686 3,008 3,331 4,082 plus $500 for each 100,000 of population above 500,000 to a maximum fee of$53,714. "Special Events" means musical events, concerts, shows, pageants, sporting events, festivals, competitions, and other events oflimited duration presented by LICENSEE for which the "Gross Revenue" of such Special Event exceeds $25,000. , "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" shall mean contributions from sponsors or other payments received by LICENSEE for each Special Event. SCHEDULE' C State Municipal and/or County Leagues or State Associations of Attorneys The annual license fee for LICENSEES who are legally organized as state municipal and/or county leagues or state associations of municipal and/or county attorneys shall be $268. License Fee for Year 2006 and Thereafter For each calendar year commencing 2006, all dollar figures set forth in Schedules A, Band C above (except for $500 add-on for populations of 500,00 1 or more) shall be the license fee for the preceding calendar year, adjusted in accordance with the increase in the Consumer Price Index - All Urban Consumers (CPI-U) between the preceding October and the next preceding October. Any additional license fees due resulting from the CPI adjustment shall be payable upon billing by ASCAP. ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3912 1-800-505-4052 770-805-3475 (Fax) Account No.: 2005 ASCAP REPORT FORM FOR LOCAL GOVERNMENTAL ENTITIES Licensee: ~ :+.j' oot' (0 It.L,,,,,-~:<l.... C'\'"C.j'k+ " Report cornpletedBY:'P".:..+!-~ '(\'\vL-3Co u ;{L-. Title::D"1~+j c:~ C ~-e.v K Date Completed: L-1,- 2L>6L. ErnaiI Address: rc-;;--i+j m ~c-; . Co rkM [",'". - he..:Jk+s, I-n lA,vl5 Telephone No.: 'l.(" "3 -lOt, -3 \cOD Fax No.0b 3::r.tJf, - "5106 / Web Site Address: C\ , c:oLl.LlM. kJ:e< - ~.e..J k h .r....V\. .11 ~ CERTIFICATE: I hereby certify that the data reported below is true and correct as of this ~ day of ( .200k. SCHEDULE A - BASE LICENSE FEE (Dlle IIpOll execlltioll of Agreemellt alld within 30 days of the Agreemellt's rellewal date.) REPORT YEAR: :.:loo5 -lOO (p POPULATION: / ~J5()(j BASELICENSEFEE: $-<~ ~ cO 0 I (per current U.S. Census Data) (please refer to Rate Schedule.) SCHEDULE B - SPECIAL EVENTS* (Reoort a/ld pavmellt due 90 davs after the COIlclusioll of each svecial evellt.) EVENT PERFORMER(S) OR GROSS REVENUE** % ISA IF THE EVENT IS CO.SPONSORED DATE GROUP(S) OF EVENT APPLIED EVENT PROGRAM OF (MM/DD/YY) APPEARING (MUST EXCEED TO GROSS FEE MUSICAL Please identify the Co-sponsor name, If More than 1 $25,000) REVENUE WORKS address, phone number and Event Per Day, ATTACHED ASCAP account number Please Report as Separate Entries Yes or No Name: Address: X .01 $ Phone No.: Account No.: Name: Address: X .01 $ Phone No.: Account No.: Name: Address: X .01 $ ! Phone No.: Account No.: Name: Address: X .01 $ Phone No.: Account No.: *"Special Events" means musical events, concerts, shows, pageants, sporting events, festivals, competitions, and other events of limited duration presented by LICENSEE for which the "Gross Revenue" of such Special Event exceeds $25,000. **"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" shall mean contributions from sponsors or other payments received by LICENEE for each Special Event. SCHEDULE C - STATE MUNICIPAL AND/OR COUNTY LEAGUES OR STATE ASSOCIATIONS OF ATTORNEYS REPORT YEAR: ANNUAL LICENSE FEE: $268.00 (Dlle withill 30 days ofrCllewal date.) Total Fees Reported From Any or All of Schedules A, B or C: $ AS CAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3913 800.505.4052 770.805.3475 Email: municipal_licensing@ascap.com American Society of Composers, Authors and Publishers 2690 Cumberland Parkway, Suite 490 Atlanta, GA 30339 INVOICE City of Columbia Heights, MN 590 40th Ave NE Columbia Heights, MN 55421 December 06, 2005 Re: City of Columbia Heights, MN 590 40th Ave NE Columbia Heights, MN 55421 Billing Period: August 01, 2005 Thru July 31, 2006 Annual Rate: $268.00 Amount Due $268.00 The only credit cards ASCAP accepts are MasterCard and VISA Payment Amount: $ Check No: Credit Card No: Expiration Date: VISA Mastercard Name exactly as on Card: Signature: Cardholder acknowledges receipt of good and/or services in the amount of the total shown hearon and agrees to perform the obligations set forth in the Cardholder's Agreement with the Issuer. PIe'ase retu~n ALL PAGES of signed License Agreement with your payment. License fees due and payable in advance. Retain bottom portion for your ncords. City of Columbia Heights, MN 590 40th Ave NE Columbia Heights, MN 55421 Billing Period: August 0 I, 2005 Thm July 31, 2006 I Annual Rate: $268.00 ASCAP DISCLOSURE STATEMENT This is notice that, in compliance with Minn: S.A. S325E.51: (1) The performing rights license agreement you have been offered by the American Society of Composers, Authors and Publishers (AS CAP) contains a schedule of the rates and terms of royalties under that contract; (2) Upon your request, you have the opportunity to review the most current available list of the members of ASCAP; and (3) ASCAP will make available, upon your written request, and at your sole expense, the most current available listing ofthe copyrighted musical works in the AS CAP repertory. You may obtain gratis the most current available list of ASCAP's members by written request to ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339, Attention: Phil Skinner. Information about ASCAP's members and the musical works in the ASCAP repertory can.be obtained in a variety of ways. Separate databases of works that have been registered with ASCAP since January 1, 1991, or identified in ASCAP's surveys of performed works since January 1, 1978, are available online at the ASCAP Web Site, www.ascap.com (access the "ACE Database of Musical Titles" to detennine whether particular songwriters or specific songs are in the ASCAP repertory). Data similar to that contained in the ACE Database is also available on CD-ROM and is available free of charge by written request to ASCAP, One Lincoln Plaza, New York, tfY 10023, attn: Director of Repertory. More comprehensive records of the titles, dates of U.S. Copyright registration (if any), writers and current publishers or other copyright owners of all known works in the ASCAP repertory are available for public inspection at ASCAP's New Yark office during regular business hours. A printed current list of ASCAP members can be obtained gratis by written request to ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339, attn: Phil Skinner. A computer-generated listing of copyrighted musical works in the ASCAP repertory may also be obtained by written request addressed to Mr. Skinner at a cost of $2200.00 plus shipping and handling (the listing is over 10,000 pages in length). You can also call or write to us for infolTIlation as to specific works: (800) 95-ASCAP; or, at our New York address, attn: Repertory Dept. -- Clearance Section. ASCAP March 08, 2006 Ms. Patty Muscovitz City Of Columbia Heights City Of Columbia Heights 590 40th Ave NE Columbia Heights, MN 55421 Dear Ms. Muscovitz: On behalf of all of ASCAP's members, I'd like to thank you for playing our music in your place of business. Whether we have several Grammys or are struggling with our first CD, we all have the same goals, to have our music heard and appreciated by the public. Just as you work hard at your job, we work hard at the craft of songwriting and for many of ASCAP's members, our main source of income is from royalties that ASCAP collects from radio and TV stations, background music services, and businesses such as yours which employ music to attract and retain customers. So thank you for taking out an ASCAP license. We know you understand the value of music at your establishment. This will acknowledge, with thanks, receipt of your license agreement. An executed copy of the agreement is enclosed for your records. In response to our customer's needs, we have developed a new interactive web-based system. This easy-to-use system offers you access to your account information, and it allows you to make payments directly to your account by Electronic Check or Credit Card. Should you have any questions about your license or about our easy-to-use web system, please contact us. In order to maintain your privacy, we have issued a personal password for your access to this secure system. The Web address is: http://www.ascap.com/gls_web Your account number is: 500584671 Your Password is: DNCKJW I am proud of my association with ASCAP. As the only member-owned performing rights organization in the U.S., ASCAP takes great pride in the job they do looking out for their members. They are the only Performing Rights Organization whose financial records and payment procedures are open to the public and over 86 cents of every dollar collected goes back to its members. ASCAP also supports emerging songwriters with many workshops and awards programs. Again, thanks for playing our music! a'=lY, JP~ Paul Williams Enclosure: Certificate Agreement and Certificate ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3913 1-800-505-4052 770-805-3475 (Fax)