HomeMy WebLinkAboutR-2015-018 License Agreement with American Society of Composers Authors and Publishers ASCAP RESOLUTION NO. R-2015-018
A RESOLUTION APPROVING A LICENSE AGREEMENT WITH THE
AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF
RIVERSIDE, MISSOURI AS FOLLOWS:
THAT the Board of Aldermen hereby approves the License Agreement(a copy of
which is attached hereto in its substantial form) with the American Society of Composers,
Authors and Publishers, and further authorizes the Mayor to sign the Agreement on
behalf of the City; and
FURTHER THAT the Mayor, the City Administrator, the Finance Director, and
other appropriate City officials are hereby authorized to take any and all actions as may
be deemed necessary or convenient to carry out and comply with the intent of this
Resolution and to execute and deliver for and on behalf of the City all certificates,
instruments, agreements and other documents, as may be necessary or convenient to
perforin all matters herein authorized.
PASSED AND AD PTED by the Board of Aldermen of the City of Riverside,
Missouri, theme day of 2015.
7
a
Mayor Kathleen L. Rose
ATTFST:
Robin Littrell,-C' Clerk
LICENSE AGREEMENT- LOCAL GOVERNMENTAL ENTITIES
e49reement between American Society of Composers,Authors and Publishers("SOCIETY"),located at
2 Music Square West;Nashville,TN 37203
and
("LICENSEE"), located at
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 separate 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"shalt 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 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.
(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 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 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 parades 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,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 w)10-1 a-0/S ,which shall be considered
the effective date of this Agreement,and continuing thereafter for additional terns 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 Micak)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 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(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",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.
(it) "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.
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 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 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 form stating:
(i) the date presented;
(it) the name of the attraction(s)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"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
S. 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 tlaany change in contact information such as
change of address,change of person/office responsible,etc within 30 days of IsucjrWilge m
AMERICAN SOCIETY OF COMPOSERS, LICENSEE "�' r1' V F `
AUTHORS AND PUBLISHERS
By
E-Signed : 0511�1112/2015 09:05 AM :WJ
TITLE
By fJisrrr Carrdtfmn �a v✓r�h .) S�,tez��'t
acandilara@ascap.com (Fill incapacity in w9rich ai (a) If corporation,star
IN 96.43A47.8 corporate office held; (b) If partnership,write word 1
noeID:zazsasuasazzsa76 "partner"under signature of signing partner; (c)If
individual owner,write"individual owner"under
signature)
Doc ID: 20150511090226876
EMMEM
Paul A. Campo
Phone: 816.524.4646
Facsimile: 816.524.4645
pcampo@publiclawfirm.com
400 SW Longview Blvd, Suite 210
Lee's Summit, Missouri 64081
www.publiclawfirm.com
To: Mayor& Board of Aldermen of the City of Riverside, Missouri
From: Paul A. Campo, City Attorney
Date: April 6, 2015
Re: ASCAP License
There are three main performing rights organizations mentioned in U.S. copyright law -
Broadcast Music, Inc. (BMI), American Society of Composers, Authors and Publishers (ASCAP)
and SESAC, Inc. These organizations specialize in music performance rights management and
represent their respective songwriters, composers and music publishers to make sure they receive all
of the royalties entitled to them. Recently, the City was contacted by ASCAP regarding the City's
lack of musical licensing for public performances of music at City sponsored concerts and festivals.
The issue came to ASCAP's attention after the promoter of the Dust Bowl Jamboree contacted
ASCAP to inquire whether a license was required. During that communication, ASCAP determined
that the City did not have a license and subsequently contacted the City.
The City may use music for many purposes: festivals, concerts (cover music), New Year's
Celebrations, fireworks, carnivals, swimming pools, community center dances, aerobic classes, etc.
There is a narrow exemption from the license requirement that would generally apply to park and
recreation type events. However, given the City's sponsorship of various music festivals, as well as
use at the community center, some of the City's music use is outside of this exemption.
The U.S. Copyright Act does not provide explicit language that would exempt several uses of
music engaged by local governments. Accordingly, the International Municipal Lawyers Association
(IMLA) has negotiated several blanket music licensing agreements with ASCAP and BMI for use of
music by local governments. The Board of Aldermen's agenda includes consideration of the IMLA-
negotiated ASCAP license agreement. The annual fee, based upon population, is $335.
As defined in the ASCAP Agreement, "Events" and "Functions" includes any activity
conducted, sponsored, or presented by or under the auspices of the City, including, but 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 the City on City
owned/operated property. Such events and functions, however, do not include "Special Events"
which the Agreement defines as "musical events, concerts, shows, pageants, sporting events,
festivals, competitions, and other events of limited duration presented by the City for which the
`Gross Revenue' of such Special Event exceeds $25,000. Special Events are subject to separate
"Special Events License Fees" over and above the "Base License Fee" covered by the Agreement,
i.e. .01 percent of Gross Revenue.
I recommend that the City approve the ASCAP license agreement.
Robin Littrell
From: Michele McKinney [mmckinney@ascap.com]
Sent: Thursday, May 07, 2015 12:03 PM
To: Robin Littrell
Subject: Re: ASCAP Invoice
Hello Robin,
Thank you for sending the signed license and payment. This email will serve as a receipt for the Visa payment
of$335.00. The Licensing Administration Team will countersign the license and return an executed copy
shortly. Have a good day!
Account NameCity of Riverside, MOName Exactly as AppearsRobin Littrell City of
RiversideAmount$335.00Credit Card Number************0058Expiration Date 01/2017Check Account
NumberABA#Billing AddressnaBilling CitynaBilling StatenaBilling Zip Codena
Approved, Your Authentication Code is: 007271
On Thu, May 7, 2015 at 12:43 PM, Robin Littrell <RLITTRELLna,riversidemo.com>wrote:
Michele,
Please find attached all the information for our license and credit card information for payment. Please sign the
license agreement and return to me for my records.
Thank you.
Robin
From Michele McKinney [mailto:mmckinneyCabascao.com]
Sent: Thursday, May 07, 2015 11:08 AM
To: Robin Littrell
Subject: ASCAP Invoice
1
5/7/2015
Ms. Robin Littrell
City of Riverside, MO
City of Riverside, MO
2950 NW Vivion Road
Riverside, MO 64150
Dear Ms. Littrell:
Per our telephone conversation, attached is the invoice. You can complete
the credit card information section and email or fax me the form back to
me. Thank you.
Sincerely,
Michele McKinney
Telephone: (888) 852-1432
Fax: (615) 691-7752
E-mail: mmckinney(eascap.com
This message,including any attachments,is intended solely for the person or entity to which it is addressed and may
contain information that is legally pri Aleged,confidential or otherwise protected from disclosure.If you are not the
intended recipient,please contact sender immediately by reply email and destroy all copies.
WF CREATE MUSIC
ASACAPWO
PO BOX 331808-7515.NASHVILLE.TN 37205.9998
2
Sincerely,
Michele McKinney
Senior Business Development Specialist
888-852-1432 Toll Free
615-727-5973 Direct
615-691-7752 Fax
mmckinney@ascap.com
P. O. Box 331608-7515
Nashville, TN 37203-9998
WE CREATE MUSIC
Instant Access to Your Account On-line
htWs://www.ascao.com/gls web/
This e-mail and any files or data transmitted with it are confidential and intended solely for the use of the
individual named above. If you have received this email in error and are not the intended recipient,please notify
the sender by e-mail and immediately delete the message and all materials without reading them. If you are not
the intended recipient, copying, forwarding or otherwise disseminating or distributing this information is
prohibited.
3
American Society of Composers, Authors and Publishers
PO Box 331608-7515, Nashville,TN 37203-9998
INVOICE
City of Riverside,MO May 7,2015
2950 NW Vivion Road
Riverside,MO 64150
Re: City of Riverside, MO
2950 NW Vivion Road
Riverside,MO 64150
Billing Period: January 1,2015 Thru December 31,2015
Annual Rate: $335.00
$335.00
Amount Due: 3 S S.00
The only credit cards ASCAP accepts are American Express,MasterCard and VISA
Payment Amount $ 33S-. 00
*Check No: II // }� {Y
Credit Card No: 471 S b a 34 107/p D 000 Expiration Date:
VISA Mastercard �American Express I �/q I
Name exactly as on Card: ROL N t2ye-E II O ?r � f l�V 99S Q I Q ,
Signatu
Cardholder acknowledges receipt of good and/or services in the amount of the total shown herein and
agrees to perform the obligations set forth in the Cardholder's Agreement with the Issuer.
Please note: 'When you provide a check as payment,you authorize ASCAP to either use information from your check
to make a one-time electronic fund transfer from your account or to process the payment as a check transaction.When
we use information from your check to make an electronic fund transfer,funds may be withdrawn from your account as
soon as the same day we receive your payment,and you will not receive your check back from your financial institution.
However the transaction will appear on your bank statement.If we cannot post the transaction electronically,we may
present a copy of your check for payment"
License fees due and payable in advance. Retain bottom portion for your records.
City of Riverside,MO
2950 NW Vivion Road
Riverside, MO 64150
Billing Period: : January I,2015 Thru December 31,2015
Annual Rale: $335.00
Amount Due: $335.00