HomeMy WebLinkAboutBMI Boardcast Music - 2015 Agreementiw
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BMMusic License for Local Governmental Entities
1. DEFINITIONS
(a) Ud&SEE shag Include the na.. entity, and any of its r.onstibnent bodes, departments. agencies or leagues.
(b) Premises means buildings. hospitals, alMorts, zoos. museums, athlNic fkF*s, and recreational 111 C111111es, Including, but not
limited to, community centers, parks. swimming Pools. and Waft rinks owned and/or operated by LICENSEE and any stle Which
has been engaged by LICENSEE for use by LICENSEE. .
Recorded Music means music Which Is performed at the Prenitses by creams other than by On musicians who are periormkg at
the Prenrises, indudirg, but not limited to (1) compact dls. MAD record or audio tape payers (but not including Wgbo cWt (2)
v pe, videodisc or DVD players. (3) music performed as an accompaniment to karaotce; (4) the reception and omm irikedon
at the premises of raft or television transmissions which h odgirrate outer the Premises, and Which are not exeropt under the
Copyright Lamar (5) a nmsiaon -half telephone system operated by LICENSEE at the Premises.
(d) Live Entertainment means music that is performed at the Premises by muffs, smgam and/or other performers.
(e) BMI iTepertake means all copyrighted musical comma written author published by BMI A t les or members of sM"Wated
foreign performing rights sots, including compositors written or pub6clted during the Term at thb Agreement and orwhich BMI
has the right to license non dramatic public performances.
(f) Events and Functions means any actively conducted. sponsored, or prod by or under the auspices of LICENSEE. Except as
set forth In Paragraph 2 (d) below, 'Events` and "Punts' shag tree; but are not limited to. aerobics and exercise iota q q es.
athletic everts, dances and other social events. ooh, festivals, am and crafts lairs, and parades held under the anpices of, or
sponsored or prorrated by. LICENSEE on the Premises.
(g) Speeish Events means musical eventsv concerts, shows, pageants, Waiting everts, festivals, competitions, and otlher event of
limited duration presented by LICENSEE for which the 'Grow Revenue (as defined In Schedule B) of such Special Event exceeds
$25,000.
L MIGRANT
(a) ON grants and LICENSEE accepts a_ non -endusive license to pertam present or cause the live and/or ram ad public
performance on the 'Pr�errds s` and, at `Events' and "Function` : 'and not ewe or eumwise. narWramgtic rendEons of the
separate musical commons In the 'SMI Repertoire The performances licensed under this Agreement may be by means of
Vve Entertainment or'Reronded Music _
(b) This license does not authhodze (1) the broadcasting; telecastlhg or bansrrrissior or retransmission by wire, hterneL were or
otherwise, of renditions of musical compositions in BMPs Repertoire.to persons outside of the Premises, atilt than by means of a
rtu -holed telephone system operated by LICENSEE at the Premises: and (2) pwt m r=s. by means of background music
(such as Mural) or other services delivered to the Promises. Nothing in this Paragraph shag be deemed to limit LICENSEE's right
III) transmit renditions of musical composhliahs in the ON Repertoire to 11hose who attend Everts or Functions an the Premises by
means or teleconferencing. vow or similar technology.
(c) This 6xerse is &r*ed to non4ramatic performances, and does not authorize any dramatic Pte. For purposes of this
Agreement, a dramatic perlonnarce shell hA de, but not be Inn ited to. Uhl iogawag. (1) pOlonnanoe of a
work' (as hereinafter deemed) in its entkW, (2) performance crone or none mus*wt compositions from a 1ldramatido4m>sical wake
(as herearefftar defaced) accompanied by dialogue, Pantmant@. dance. stage action, or visual representation of the work from which
the music is taken; (3) performance of one or more musical compositions as part of a story or pro% wheffm ao�rp�anIgid or
una000mPanied by dialogue. Pantomime. dance. stage ac6en, or visual represertatlor>; and (4) Perfonnance of a conroert version of
e 'dra
rtMt oognusicai work' (as hereinafter ddlned) The term 0drametioo m Adcal work' as used in the Agreement, shag include.
but not be limited to, a musky comedy, opera. play wdh music, revue. or ballet
(d) This Ikxmse noes not axrtirorias performances. (1) at any conventiorh, exposiQon. trade show. conference. congress, iruiustrol 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 an UCENSEf Prarriess. and is not open to the genes Dublin~ (2) by or at aolleges and
universities; (3) at any professional sports everts or game played on the Premises. (4) at. any- parmanendy al- n, d owne or
amusement park owned or operated by LICENSi2E; (5) by array sympheucy or community orchestra. and (6) by means of a coin
operated lukeba L
3. REVIEW OF STATEMENTS AND I OR ACCOUNTINGS;
(a) BMI shag have the right to m**e such reasonable data idoessery :in order to ascertain the Annual License Fee.
(b) BMI shag have the right, by its authorized representatives, at any time during customary business hourk to examine the books and
records of account of LICENSEE to such extent as any be nrecessary'to..wffythe statemerts made hereunder. BN shag consider
all data and Information coming to Its atterntion as a result of any such ecwml>atMon of books and records as completely con mendal.
(c) BMI shag have the right to adjust LICENSEes Annual Lim Fee based upon The most recently evabble revised populatiorh
figures provided by the U. S. Census Department.
Page I of 4
91A
4. LATE PAYMENT AND SERVICE CHARGES
suit may impose a late payment charge of one and anal
pert (IA%) per mordf of the maximum nice pmrtdded by
law. utdctfever is teas. from the deli payment is due on any
payment that is reosived by BMl more than arty (30) days after
the due date. B; may' a $25.00 serve charge for each
unpaid check draft or outer means of payment UCENSEE
submits to BArAL
L 13M COMMITMENTTO CUSTOMER f INDEMNITY
So long as LICENSEE is not in defsuit or breach of airs
Agreement. BMI agrees to h>damrdty, save hamdess, and deRnd
UCENSEE and its ofticersr and employees, fronts and against
any and all claims. dotttm nds. or suits that may be made at
brought against them with respect to the perW an ce of any
musical worts wddct is kensed under this Agreement ante *no
of perfannance. LICENSEE agrees to give BMA araradlete
notice of arty Such claim, demand, or suit, to deliver to BMI any
papers Pertain therein, and to coopmate with SMI with
respect veto. and BMI shall have full charge of the defense of
any such claim% demand. or aura .
L BREACH OR DEFAULT! WAIVER
Upon any !reach or defauk of the terms and cord
wined herein, BMA shaft have the rigid to cancel this
Agreement U such breach or defoult continues for dirty (30) days
after UCENSEE's receipt of written notice thereof. The right to
cancel granted to SMl shall be m addition to any and all other
remedies which BMI may have. No waiver by BMI of lull
performance of ifs Agra tit by LICENSEE in any one or
more instances shall be deemed a waiver of the eQM to require
lull and conVlete performance of'this Agreement thema ller or of
Do right to cancel this Agreement with the terms of this
Paragraph.
7.- CANCELLATION OF ENTIRE CATEGORY
BMI shall have the right to cancel the Agreement along with the
simultaneous ration of the Agreements of all other
• licensees of the swine ads and category as LICENSEE. as of
the end of any month during the Term, upon sixty (W) days
advance written notice.
S. ASSIGNMENT
This license is not assignable or tr analemble by otma llorn of law
or otherwise. This license does not a dnonze LICENSEE to
grant to others any right to perform publicly It aryr 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-
8. ARSffRAT10N
Ali dsputes of any Itirnd, nature, or desaiptiort arising in
connection with the terms and conditions of this Agreement,
except for matters within the jurisdiction of the BMI Rate awrk
shaft be submitted to the American. Arbitration Assodallort in the
City. County, and State of New Yodc, for arbitration ruder its then
prevaft arbitration rules. The arbitrator(s) to be se>ected as
follows: Fah of the parties shall. by written notice to the
have the right to appoint one arbitrator. If, within tern (101 days
tofiow ing the giving or such notice by one party. the other shod
not. by written notice. appoint another arbitrator, the first
arbitrator shalt be the sole arbitrator. f► two arbitrators are so
appointed, they shall appoint a thins arbitrator: 0 ten (10) days
sloDse alter the appoattrnent of the second and the two
arbitratrs are unable to agree upon a third arotbator. than either
Ply may m wailing. request the American Arbitration
Awn to appoint the B*d The award made in
the art 111 atin shall be banding and conclusive on the partles and
judgmeott may be, but not need be, entered in any court having
jurbfflcdon. Such award shell irate tine Bing of the costs.
mcpensim and allaneys' tees of art>itraltom vd dd shy be bone
by the uratamssM party.
10. NOTICES
Any notice under this Agreement will be in writing and deemed
given upon ma31rg when sent by ordinary 6rst-cless U.S. mail to
the patty i nterded. at its mailing address stated, or any abut
address which e0ter parbr may designate. Any such notice sent
to BMA stab be to the attention of On Yrce PresidaK; Ucorsing
Departmernt at 10 Mush Square East, Neohv , TN 37203�. Any
such rake send to UCENSEE shall be to the attention of the
persm soft the Agreement on UCENSEE's behalf or such
person as UCENSEE may advise SMI in writing.
11. MISCELLANEOUS
The fact that any provisions am bond by a court of competent
wedicton to be void or cmenforceahie will not area the validity
or eddy of any other provisions. This Agreenwf
cormilt des the entire rmdmstancling between the parties and
cannot be waived or added to or modified orally and no waiver, .
addition and modrfia ion shall be valid unless in writing and
signed by both parties.
12. FEES
(a) In consideration of the license gr" herein. LICENSEE
fe
agmes to pay BMI a.license e which Includes the total of
Me 'Base License Fee' and any applicable 'Special Events
License Fees'. all of which Shall be calculated in accordance
with the Rete Schedule on Page 3. For purposes or this
Agreement.
() 'Boee License Fee' means the annual roe due in
accordance with Schedule A or the Rate SChadute and
based on LICENSEE`s population as established In the
most recent published U.S. Census data. Rees not
include any tees due for Special Events.
(5) 'Special Events Dense fees' means 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 Ucense Fee
due.
(0) UCENSEES who are lopily organized as state
Municipai amain county leagues or state assoaafrons of
mrunicipal andlor county attorneys shall be rettuired to
pay only the fee under the Schedule C of the Rate
Schedule. Such leagues or associations are not subject
to Schedule A or Schedule B of the Rate Sc hedute.
Fees paid by such leagues or associations .do not Cover
performances of the municipality. county, or other iced
government entity represented by the .league or
association, Schedule C fees are not applicable to
municipal. county or other government: entities.
Pagel of 4
2015 RATE SCHEDULE FOR LOCAL GOVERNMENTS
SCHEDULE A
Check Population
Raw (d)
LICENSEE•s Population
-
Base License Fee
Enter Fee Based upon
Population
1 50 0 00
- __ --
$335
50 001
5668
$�
7S - 100,0w -
ARAM - 125.000
$
125.001 - 150.
$1.340
7 - 0-9—T
31,740
200 1 - 250 000
52.141
259.001 3W.000
300.001 - 350 000
5I 946
350,001 - 400,13W
$3
400,001 460,000
'749
450.001 - 500.000
$4.152
500A01 phis
totl,0oov eanma "
a oornoq enoraot abao
sto oao Up ub, m: f ,
If 5W.001 or more, enter population
SCHEDULE A FEE
ti $66600
SCHEDULE B
Special Events Fee
(to be reported 90 days after each event', see Par. 13(d))
The rate for Special Events shall be 1% of Gross Revenue.
'Special Events- metro musket events. co ncerm st aim c, spomm evenft festivals, cam, and otim events of
GrruIt' duration preserdad by LICENSEE for witch the - aross Revenue' of such Special Evenffi exceeds $25AMW
• ' Gross filsvenue nreans all monies ieoeiiied .bit LICENSEE of an WRISEt?s b. d- W- 1-tH the sale of tickets for each So" Event
9 theme are no Rio dm f m the sale of tldoets, 'Gross ReveraW shall mom wntribations ham ft sponsors or other payinen recehed
by UC.ENSEE for each Special Event
SCHEDULE S FEE
ecuwslo.vrldtraceporr
fxrrrr tx rw+o►ryreer,(a•
SCHEDULE C
State Municipal and/or County Leagues or State Associations of Attorneys
(to be completed If you are a State Municipal and/or County Leagues or State Associations of Atto"w
The amoral license lee for LICENSEES who are legally, gamed as state rnrmicipal'NWW Downey rogues, or state assodoai ns of
wpm wWw wurey attorneys dW be 533500. No Special Everts fee ap0as to LEES qus5tying triter this schedule.
SCHEDULE C FEE
13: REPORTING
(a) Upon the execution of ft Agreement LICENSEE shag suba*
0) a report sUft UCENSEE's population be an the most reoeM putdigmd U.S. Census deb. The population set forth In rte
report shall be used to calculate the tease License Fee undo this Agreement; and
(i) a report containing the irdormafion set " in Paragraph 13 (d) below for all Special Events that wren presented between the
effective date of this Agreement and the execution of this Agreement.
(b) The Bess Licuerm Fee for the rust year of this Agreement and sny license lees sloe I& Special Events that were presented
between the effective date of this Agreement and the exeartion of this Agmnwd stop be payable upon the exewuon of this
Agreement-
(c) Base License Fees for subsequent years shall be due and payable within 30 days of Ote renewal date of ttds Agresmer and shag
be acocarlparaed by a st:wunent confirming whether any Spu>clid Events were presented during the previous mar year.
(d) Ninely (90) days after Ow conclusion -of each Special Event. LICENSEE &W submit to SMI payment for such Spedel Event and 9
report in printed or computer readable form swung:
(1) the data presented,
(ii) the name of the attraction(s) appearing;
(!ii) the'Gross Revenwe' of the event (as dented above):
{rv) fie license fee due for eadt Special Event.
November 10. 2015 2017721
Page 3 of 4
(e) If LICENSEE presents. sponsors or promotes a Spell Event Beat is reportable under Rats Schedule 8 with another person or
ontily licensed under a ON Ucanse Agreement, LICENSEE shad indicate the name. address. phone number and WA account
number of the other perso(s) or oft(W) and the party responsible W paymatrrt for such Spa" Event. if the othar party is not
licensed by BMi. LICENSEE shad pay the license fee due hereunder. ring arty agreement to the contrary between
LICENSEE and the allm party.
(Q LICENSEE agrees to bids t to BIN, where available. copies of all programs of musical works parfamed which are prepared for
distrl6Won to the audience or for do use or irdanmadw of LICENSEE or any depeninet thereof. The programs shad h*sde all
encores to the euttent possible , LICENSEE shall be under no obdgebw to hrmish programs when they have not been otherwise
oreoared.
14. RATE ADJUSTM --ENTS / LICENSE FEE FOR YEAR 2016 AND THEREAFTER
ar
For each calendar ye commencing 2016. all dollar ftures set forth in Scheckdas A. B era C (except the 5500 add-on for populations
of 500.001 or more) shall be the license fee for the preesdag calendar yew. adyrsfed in accordance with any percentage Increase in
the Consumer Price Index - All urban Consumers (CPt -u)) between the preceffiq October and the neV.pnacedi ng October, rowided to
the nearest dollar. Any 600onal ficense fees due resuffiN from the CPI e*abnent shad be payable upon Wring by SML
15. TERRA OF AGREftU3&
This Agreement shall be for an initlal Term of ore (1) year, cmmenndng June 1. 2016 . which shall be considered the
effective date of this Agreement, and continuing therealbw for additional terms of one (1) year each. Ewler party may give notice of
termination to the other no later than " (30) days prior to the end of the Wt al or any renewal term. If such notioe is given. the
Agreement shad tenrdnats on ft fast day of the Term in which notice Is given. 9
q n
AGREEMENT DEC 2 2015
AGREBNENT. made at New York, N.Y. an (Dntle w6 be ordered by BIN roman oxmm6tan) - green BROADCAST MUSIC. INC..
a State of Now Yodr corporation wNh b p k4W 021M at T World Trade Center. 250 tilraen— FV New Y k, KY. 1000T 0030 ow's n mer'BMr)
and Ure logal or trade name clesalbed below and ref . todwea2aras%XViSW"*Apwmmn.ThbAwewnMkckdesdiofMeim.i s and
conditions ant brih hen.
LEGAL NUM
LICENSED PREMISES
Cky of grey. Cafdornis
All locations are licensed by LICENSM
pier Yaari�+:amrona7
t�.e�
TRADE NAME
-
ns�o as
City of 13droy. Calitornia
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PLEM CHECK APPROPRIATE BOX
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❑ LLC ❑ Corporation
❑ LLP [3 PWIF1901hip mwasm0000i/ �seue.w
MAILING ADDRESS
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❑ Dow
7351 Rosanna Street
Federal Taut ID No.
G+ CA 95020
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GOVERNMENT ENTfiIES
❑ Federal [j see r
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Locat Gi LVCN, CALIFO into
Joe V—LwE fu&x irA PvtcP-c FFw
TO BE COMPLETED BY LICENSEE.
FOR ADMINISTRATIVE USE ONLY
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— PLEASE NYCLImE PAl7ifENIj
TO-BE COMPLETED BY BMI
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Senior trice President, Ucensing
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2017721
2"2
PLEASE RETI)RN Tti19'EN TIR -E SIdN®
LICENSE AGREEMENT TO:
>s
ACWUNT NO.
colt
5M& 10 MUSIC SQUARE ti.. NASHVA.I.E, TN 37203
o � �
U M ® A
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