Document Moscow_doc_757c3cb53b

SESAC PERFORMANCE LICENSE for MUNICIPALITIES Agreement made in New York by and between SESAC L LC ("SESAC"), a Delaware limited liability company, with offices at 55 Music Square East, Nashville, TN 37203 and c l r " of c/.4. 10 LICENSEE") (Legal Name of Entity) . ' ( Billing Address) P 0 t fS ¢X Cf7 0 3 (City, State, ZI P) k11o.s cÏ L SESAC and LICENSEE hereby mutually agree as follows: E-mail: _ 1. GRANT OF RIGHTS: Effective as of January 01, 2011 (the "Effective Date") SESAC grants to LICENSEE the non-exclusive right and license to publicly perform live or recorded non-dramatic renditions of the musical compositions, the performance rights to which SESAC controls and/or is empowered to license (the "Compositions") solely on and in connection with the following: Name Location City of Moscow Moscow1 ID (the êMunicipality") As used herein, ëMunicipality" shall include those locations owned, operated, and/or leased by LICENSEE which are used as governmental offices or for related purposes; those locations at which events are held under LICENSEE's sole control and attended by LICENSEE's employees, their families, social acquaintances, citizens, and other members of the public; and those areas owned, operated, and/or leased by LICENSEE which are under LICENSEE's sole control. 2. LIMITATIONS OF RIGHTS: The Rights granted pursuant to Paragraph 1 above shall specifically exclude: A. the right to perform, broadcast, televise or otherwise transmit the Compositions to any location (unless and to the extent otherwise expressly permitted in Schedule B. the right to grant the Rights to any third party; C. "Grand Rights" in and to the Compositions ("Grand Rights" include, but are not limited to, the right to perform in whole or in part, dramatico-musical and dramatic works in a dramatic setting); D. performances of the Compositions which are part of a background music service originating from any location including the Municipality, for which SESAC performance license fees are otherwise paid, regardless of the means by which such performances are transmitted on or to the Municipality, and/or (ii) by coin-operated phonorecord players ( "jukeboxes"), as defined in 17 U.S.C. § 11 6. c_ 0 M t5(0lU 63-11-01011/345904/MD L ---PAGE BREAK--- E. This license shall specifically exclude concerts. "Concerts" are those performances by an entertainer, group, or performer for which an admission or other fee is charged and which are not solely promoted by LICENSEE. F. This license shall specifically exclude "Sporting events." "Sporting events" are professional, semi­ professional, major or minor league athletic competitions. G. This license shall specifically exclude Colleges and/or Universities. 3. TERM OF LICENSE: A. The term of the Agreement shall be for an initial period that commences upon the Effective Date and continues for a period of one year (the "Initial Period"). Thereafter, the Agreement shall automatically continue in full force and effect for successive additional periods of one year ("Renewal Period SESAC and /or LICENSEE shall have the right to terminate this Agreement as of the last day of the Initial Period or as of the last day of any Renewal Period upon giving written notice to the other party by certified mail, return receipt requested, at least thirty (30) days prior to the commencement of any Renewal Period The Initial Period and Renewal Period are sometimes collectively referred to herein as the "Term." B. Notwithstanding anything to the contrary contained herein, SESAC shall have the right to terminate this Agreement upon thirty (30) days written notice by reason of any law, rule, decree, or other enactment having the force of law, by any authority, whether federal, state, local, territorial or otherwise, which shall result in substantial interference in SESAC's operation or any substantial increase in the cost of conducting its business. 4. LICENSE FEE: A. As consideration for the Rights granted herein, LICENSEE shall pay to SESAC the annual "License Fee" then in effect in accordance with the "Fee Schedule" set forth in Schedule attached hereto. B. In the event that SESAC is determined by the taxing authority or courts of any state, territory or possession in which LICENSEE conducts its operation to be liable for the payment of a gross receipts, sales, use, business use or other tax which is based on the amount of SESAC's receipts from LICENSEE, then LICENSEE shall reimburse SESAC, within thirty (30) days of notification therefor, for LICENSEE's pro rata share of any such tax derived from receipts received from LICENSEE, unless by constitution or statute, LICENSEE is exempt from any such tax whether applied directly or indirectly to LICENSEE. C. SESAC shall have the right to impose a late payment charge of one and one-half percent ( 1.5 per month for any License Fee payment that is more than thirty (30) days past due. In the event that SESAC incurs any costs or fees in connection with the collection of any amounts past due to SESAC hereunder, including without limitation reasonable attorney's fees, then LICENSEE shall be responsible for paying such amounts to SESAC unless by constitution or statute, LICENSEE is exempt from any such charge whether applied directly or indirectly to LICENSEE. D. Effective January 1 of each calendar year the License Fee Schedule may be increased by an amount (rounded to the nearest dollar) equivalent to the percent increase in the Consumer Price Index-All Urban Consumer (C PI- U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and the preceding October or five percent whichever amount is greater. ---PAGE BREAK--- 5. MISCELLANEOUS: A. In the event LICENSEE fails to pay the License Fee when due or is otherwise in default of any other provision of this Agreement, then SESAC shall have the right to terminate this Agreement in addition to pursuing any and all other rights and/or remedies available if LICENSEE has not cured such breach within thirty (30) days following SESAC's written notice of such default. B. SESAC shall have the right to withdraw from the scope of this License, upon written notice, the right to perform any musical composition licensed hereunder as to which any action has been threatened, instituted, or a claim made that SESAC does not have the right to license the performance rights in such composition. C. This Agreement shall be binding upon and inure to the benefit of SESAC's and LICENSEE's legal representatives, successors, and assigns, but no assignment shall relieve SESAC or LICENSEE of their obligation under this Agreement. D. This Agreement supersedes and cancels all prior negotiations and understandings between SESAC and LICENSEE in connection with the Municipality. No modification of this Agreement shall be valid or binding unless in writing and executed by SESAC and LICENSEE. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect. No waiver of any breach of this Agreement shall be deemed a waiver of any preceding, continuing or succeeding breach of the same, or any other provision of this Agreement. E-J·-f ( IN WITNESS THEREOF, the parties have caused this Agreement to be duly signed as Piease insert today's date LICENS1 BY: (Type or print name) TITLE: lv\ CC j OY Manager, Lice ns ing Admfnistratton Please mail signed license to: SESAC 55 Music Square East Nashville, TN 37203 City of Moscow Account No: 63-11-01011/ MD 1.0. No: 345904 V0208AM 63-11-0 1 0 11/345904/M D ---PAGE BREAK--- Schedule MUNICIPALITY- 2011 I. M unicipality. "Municipality," as used in the SESAC Performance License effective January 01, 2011 (the "Agreement") to which this Schedule is attached, shall be defined as the following Municipality: Name Location City of Moscow Moscow,ID II. Fee Schedule/License Fee. A. The annual License Fee shall be based upon the "Population" of the Municipality as noted below: "Population" ! 25,001 -50,000 50,001 -100,000 100,001 -150,000 150,001 - 250,000 250,001 -500,000 500,001 And over Population: 23,000 License Fee for calendar year 2011 $ 296 $ 591 $ 963 $ 1,405 $1,920 $2,511 $3,178 + $296 for each additional 100,000 population This license wiil authorize audio and/or audio/visual musical parformances (radio, records, tapes, compact discs, videocassettes, laser discs, television, and similar media), and live musical performances. This license will also authorize performances via music on hold systems operated by LICENSEE. B. As used herein, "Population" shall mean the total population of the Municipality as of the most recent United States Census. C. LICENSEE shall pay the License Fee to SESAC upon execution of this Agreement, with license fees due and payable in advance. The initial License Fee payment shall be a pro-rated amount calculated using the then current License Fee rate(s) from the Effective Date through the end of the current billing period. Subsequent payments shall be made annually in one payment on or before the first day of January, for the billing period of January 1 through December 31 of each calendar year of the Term. D. Upon execution of this Agreement, LICENSEE shall provide SESAC with a report detailing the Population as of the Effective Date. Thereafter, on or before October 1 of each calendar year, in the event that a change in the Population results in a change in fee category, LICENSEE shall submit an updated report of the Population. License fees will be adjusted effective the following January 1. SESAC retains the right to obtain these figures through United States Census Data and make appropriate adjustments to the license fee. E. Notwithstanding anything to the contrary contained in this Agreement, upon written notice to LICENSEE, SESAC shall have the right to adjust the rates set forth in the Fee Schedule. In the event that LICENSEE's License Fee increases as a result of such adjustment to the Fee Schedule, LICENSEE shall have the right to terminate this Agreement as of the date such increase is to take effect. LICENSEE must give SESAC written notice of such termination by certified mail, return receipt requested, not later than thirty (30) days after written notice of such increase is sent to LICENSEE by certified mail. This paragraph shall not apply to paragraph 4.D of the Agreement. Ill. This Schedule is incorporated and made part of the Agreement. Unless otherwise indicated, all capitalized terms in this Schedule shall have the same meaning as set forth in the Agreement. Please do not detach, must accompany license Please mail completed license to: SESAC, 55 Music Sq. Nashville, TN 37203 City of Moscow I 63-11-01 011 I MD I D# 345904 V1207AM 63-11-01 011/345904/MD ---PAGE BREAK--- Instructions for completing the SESAC Performance License Please verify or complete the information on the SESAC Perfonnance License, then sign where indicated before returning the license with payment in the enclosed postage paid envelope. l. N arne of corporation, partnership, sole proprietorship, etc. -verify or complete either the legal name of Corporation as filed with the Secretary of State or the names of the Partners in a Partnership or the name of the Sole Proprietor. 2. Mailing address -verify or complete the mailing address of the Corporation, Patinership or Sole Proprietor including street address, city, state and zip code. 3. Name- verify or complete the name of the establishment being licensed. 4. Location- verify or complete the street address, including city, state and zip code of the establishment being licensed. 5. Telephone, Fax and email- complete these sections. 6. Please insert today's date- input the date you sign the SESAC Performance License 7. Licensee - sign the SESAC Performance License where indicated, then type or print the name of the person who signs the license including his or her title. If Schedule is Attached 8. Verify all the infonnation regarding music usage. If an Addendum is Attached 9. Complete the addendum and sign where indicated ALL PAGES OF THE SESAC PERFORMANCE LICENSE, INCLUDING THE SCHEDULE MUST BE RETURNED TO SESAC. X Two ways to pay! Return this stub with your 1) check or 2) credit card information. 1. If paying by check please complete the following: Check No. Amount Paid: Establishment FOR INTERNAL USE ONLY 63-11-01011 2. If paying by Visa or Mastercard please complete the following: Amount Charged:$ _ Cardholder Card Billing Address--------- City Statc Zip Card No. - · _ _ _ _ • _ _ _ _ Expiration Date 1_ _ Security Code (sec below•) _ _ _ _ Signature _ _ _ _ 0Titc security code is the last three or four digits printed on the back of your credit card in the signature block. Please send all correspondence to: 55 Music Square East. Nashville, TN 37203 63-11-01 011/345904/MD ---PAGE BREAK--- Form W-9 Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not send to the IRS. Department of the Treasury Internal Revenue Service Name (as shown on your income tax return) C\i SESAC Ql Ol nl a. Business name, if different from above 0 Ql Check appropriate box: 0 lndividuaVSole proprietor 0 Corporation 0 Partnership o.s O Exempt 0 Umited liability company. Enter the tax classification (D:disregarded entity, C=corporation, P=partnership) d • . • . 0 payee 0 Olher (see instructions) e o 2 c: Address (number, street, and apt. or suite no.) Requester's name and address (optional) O.o 55 MUSIC SQUARE EAST City, state, and ZIP code a. NASHVILLE, TN 37203 Cl) 3l Ust account number(s) here (optionaQ I :.1m II Taxpayer Identification Number (TIN) Enter your TlN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instnuctions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number lo enter. 13 1325220 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: I am exempt from backup withholding, or I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report al! interest or dividends, cr the IRS has nctified me that I am no longer subject to withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your lax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Here Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information retum with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (Including a resident alien}, to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Date Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the Jaws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S.· owner of a disregarded entity and not the entity, Cat. No. 10231X Form W-9 (Rev. 10·2007) ---PAGE BREAK--- CITY OF MOSCOW Vendor: Vendor No. Society of European Stage Authors & Composers SESAC Vendor Account No: Invoice Number FY 2011 Date 7/27/2011 Description Music License- !0#345904 CITY OF MOSCOW P.O. BOX 9203 206 EAST THIRD STREET MOSCOW, ID 83843 PH. (208) 883-7000 Check Date: Check Amount: Wells Fargo Bank. N.A. Moscow, JD 83843 92-379·1241 Date 07/28/2011 Pay: TWO HUNDRED NINETY-SIX AND XX / 100 To the order of: 614 90 07128/2011 296.00 Invoice Amount 296.00 61490 ! Amount 296.00 u .10 5 r ţ 0 j Ţ = en Society of European Staqe Authors & Composers 55 Music Square East Nashville, TN 37203 < 11• 0 b • 9 0 111 I: • 2 b 0 :l 7 9 9 I: 0 2 8 0 8 0 0 • b 111 ---PAGE BREAK--- August 8, 2011 Ms. Nancy Chaney Mayor City of Moscow, Idaho d/b/a City of Moscow PO Box 9203 Moscow, ID 83843-1703 RE: City of Moscow Dear Ms. Chaney: SERVICE· TRADITION ·INNOVATION Enclosed is an executed copy of the license agreement that authorizes you to lawfully perform the copyrighted compositions of our affiliated songwriters and music publishers as described in the license agreement. It will be appreciated if you would post the enclosed SESAC certificate in a prominent and visible location. Please notify your accounting department of the annual payments required pursuant to the agreement. Please note that you will receive an invoice on or around December 15, 2011 for the next billing penod of January 1, 2012 through December 31, 2012. To ensure that your payments are applied correctly, please include your full account and i d. number, (63-11-01011 - 345904), on all remittances. Please use the following addresses when forwarding payments or correspondence: Payments Only SESAC LLC P.O. Box 900013 Raleigh, NC 27675-9013 Correspondence Only SESAC, Inc. 55 Music Square East Nashville, TN 37203 Please take a moment to tell us about your licensing experience by visiting our website at www.sesac.com and completing the quick online survey. Here you can also review your account balance or update any information pertaining to your SESAC Performance License. We will be pleased to answer any questions that might arise regarding our licensing relationship, and we may be reached at [PHONE REDACTED]. We are confident that access to SESAC's vast and growing repertory of music will contribute to your success. With best regards, SESAC Terrance Patterson Manager, Licensing Administration Encl. Account No: 63-\1E)lg( inc.l.?s*+J,-9./UARE EAST .._NASHVILLE. TN 37203 • [PHONE REDACTED] • www.sesac.com ---PAGE BREAK--- Print CounciVCommittee StaffReport ADMINISTRATIVE COMMITTEE Date: TITLE: Responsible Staff: Backup Material: Other Resources: DESCRIPTION: 06/27/2011 Agreement with SESAC, LLC Randy Fife Backup material attached Information Page 1 of 1 Digital Presentation: Other Non-City Resources: The City of Moscow has been contacted by the SESAC, LLC regarding the City's use of copyrighted musical works in its functions. These uses are typically through Arts, and Parks and Recreational programs. SESAC has worked with the International Municipal Attorneys Association (IMLA) to author a standard contract which grants the City use of the copyrighted materials as defined in the Agreement for a period of one ( 1) year for a fee of $496. The fee will recur on an annual basis. STAFF RECOMMENDATION: Approve Agreement with SESAC and authorize Mayor's signature. ACTION: Approve Agreement with SESAC and authorize Mayor's signature. NECESSARY RESOURCES/IMPACTS (PERSONNEL): None. NECESSARY RESOURCES/IMPACTS (OTHER) None. Fiscal Impact NECESSARY RESOURCES/IMPACTS (FISCAL): $296 in FY 2011 and succeeding years according to Agreement. http:/ /is-agenda/frs/publish/print_ ag_ memo.cfm?seq=575&rev _num=O&form=AG _ MEM... 6/14/201 I ---PAGE BREAK--- May 12, 2011 Dwight Curtis Director Department of Parks & Recreation d/b/a City of Moscow PO Box 9203 Moscow, ID 83843-1703 RE: City of Moscow Dear Mr. Curtis: SESAC, the second oldest Performing Rights Organization in the United States, is pleased to offer a Music Performance License agreement specifically designed to authorize virtually all music performances sponsored in whole or in part by your municipality. The SESAC Performance License provides an efficient and cost-effective method to obtain permission to lawfully perform all of the songs in the vast SESAC repertory. SESAC represents a dynamic and growing repertory of music spanning all genres of music, including classical, country, dance, hip-hop, jazz, Latina, pop and rock. Performing compositions from this vast repertory of music contributes to creating a suitable atmosphere and en joyable experience for the citizens of your community. Performances of copyrighted music that require the permission of the copyright owner, or an agency acting on behalf of the copyright owner, routinely occur at community events such as festivals, fireworks displays, parades, concerts, community I recreational centers, and numerous other community activities. Enclosed is the SESAC license, along with additional information about SESAC for you and your attorney's review. The SESAC license will provide your municipality with the necessary permission to perform all of the copyrighted compositions represented by SESAC. Among the performances that will be authorized are playing compact discs, tapes or radio as well as audio-visual uses including VCR, D VD, broadcast and satellite television. To obtain appropriate copyright authorization, please sign the enclosed agreement, complete the report form and return them together with appropriate payment. Upon our receipt, we will forward an executed copy of the agreement for your records. (Cont.) SESAC, INC 55 MUSIC SQUARE EAST NASHVILLE, TN 37203 [PHONE REDACTED] FAX [PHONE REDACTED] www.sesac.com ---PAGE BREAK--- May 12, 2011 Mr. Curtis Page Two Additional information concerning SESAC's affiliates, repertory and current news can be obtained online at www.sesac.com. If you have any questions concerning this matter, please contact me at [PHONE REDACTED], by facsimile at [PHONE REDACTED] or by e-mail at sesfieldrep We at SESAC look forward to establishing a mutually beneficial business relationship, and to serving your music licensing needs. Sincerely, SESAC Michael DeFabrizio Music Licensing Consultant Enclosures Account No: 63-11-01011 I. D. No: 345904- UR 01