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02-432�o��� F�e � o �. _ y3a RESOLUTTON CITY OF SAINT PAUL, MINNESOTA Presented By l �. Referred To : ���_�� e �. : 1 WHEREAS, the City of Saint Paul has occasion to produce or sponsor events and 2 functions at which musical compositions are performed; and 4 WHEREAS, these musical compositions aze the subject of copyrights held by authors, 5 composers or publishers; and 6 7 WHEREAS, the City wishes to enter into an agreement with the American Society of 8 Composers, Authors and Publishers (ASCAP) to permit the use of musical compositions in the 9 ASCAP repertory without copyright violations; now, therefore be it 10 11 RESOLVED, that the City of Saint Paul is hereby authorized to enter into the attached 12 agreement entitled License Agreement - Local Governinental Entities. By: Appx By: Green Sheet # l0 3�y 1 Adopted by Council: Date �A� �d0'o? -f— Adoption Certified by Council Secretary Requested by Department of: n s � �' , 5 p Z� t��. -y3 �- �,��� GREEN No 103441 Erich Mische 6-8694 TOTAL # OF SICaNATURE PAGES Saint Paul City Council authorizes the City to enter into agreement with American Society of Composers, Authors and Publishers (ASCAP) to permit use of musical compositions in the ASCAP repertory without copyright lations. PLANNING COMMISSION CIB CAMMITfEE CML SERVICE CAMMISSION The City of Saint Paul has occasion to produce or at which musical compositions are performed. Same as above. one ❑ G11YAii0lEY ❑ fJfYCL61K � ❑ ill�lt�JA1.tFAY1CF30R. ❑ AIf11C111LiFMlICCi6 ❑YWA(OR40l11111� ❑ (CLJP ALL LOCATIONS FOR SIGNATURE) t50NAL SERViCE CON7RACT5 MUST ANSWER TXE FDil[IWING Q Fias Nls P�Im eVetxorltetl ufltlH e ConffeCt fw thib depeMlenl? VES NO Hes this ceB�rtn e�er been a dty empbyee7 YES NO Dces this personlfiim poscess a sldll not rwrmallypossessetl by airy curteM city empbyee4 YES NO Is th� perbaufirtn a tarpeted vendoR VES NO sponsor events and functions �"�t^%s �''�`�"� ���� � � r-�.r-_� The City o£ Saint Paul will not be able to produce or sponsor events and functions at which compositions are performed. � OF TRANSACTION S s n_ n n COST/REYRIUE BUO(SETED (CIRCLE ON� VES � NO il 11 1 • ACTIVIiV NUMBER INFORMATION (EJSWN) f� r �.�. - ��- LICENSE AGREEMENT -- LOCAL GOVERNMENTAL ENTITIES AGREEMENT between the American Sociery of Composers, Authors and Publishers ("ASCAP") located at 2690 Cumberland Pazkway, Suite 490, Atlanta, GA 30339 and City of Saiac Paul ("LICENSEE"), located at _ 15 'n*. iC=11a�q B1vd St. Paul, PL� 55102 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 othetwise, non-drazuatic renditions of the sepazate musical compositions in the "ASCAP repertory." The performances licensed under this Agreement may be by means of "Live EntertainmenY' 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 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 communicarion at the premises of radio or television transmissions which originate outside the Premises; and which aze 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, bu[ not limited to, community centers, parks, swimming pools, and skating rinks owned or operated by LICEIQSEE and any site which has been engaged by LICENSEE for use by LICENSEE. (v) "ASCAP repertory" means all copyrigh[ed musica] compositions wtitten or published by ASCAP members or membe�s 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 pubiic performa�ces. (vi) "Events" and "Functions" means a�y ac[ivity 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, conceRS, 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 even[s, concerts, shows, pageants, sporting events, festivals, competitions, and other events of limited duration presented by [,10ENSEE for which the "Gross Revenue" of such Special Event exceeds $25,000 (as defined in paragraph 4.(d) below). (b) This Agreemen[ shall be for an initial term of one yeaz, commencing ^1aY 15, 2002 , which shall be considered the effective date of this Agreement, and continuing thereafrer for additional terms of one year each. Eithet pariy 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 shail 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 [o 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 expressty 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 [o 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 composi[ions 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 pzrformances. For purposes of this agreement, a dramatic performance shall include, but not be I�mited ro, the followin�: (i) performance of a"dramatico-musical work" (as hereinafrer defined) in its entirery; �(ii) performance of one or more musical compositions from a"dramatico-musica] work (as herefnafrer defined) accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from �a�hich the music is taken; (iii) performance of one or more mus�cal compositions as part of a stor} or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action, or v�sual representation; (iv) performance of a concert version of a"dramatico-musical work° (as hereinafrer defined ). The term "dramatico-musical work" as used in this Agreement, shall indude, but not be limited to, a musical comed,v, opera, play with music, rewe, or ballet. (d) This license does not authorize perfomiances: (i) at any convention, exposition, ttade show, conference, congress, industdal show or similaz activity presented by LICENSEE or on the Premises unless it is presented or sponsored solety 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 peananently situated theme or amusemen[ park owned or operated by LICENSEE; (v) by any symphony or commanity orchestra; (vi) by means of a coin operated phonorecord player (jukebox) for which a license is otherwise available ftom [he Jukebox License O�ce. 3. License Fee (a) In considerarion of the license gran[ed hereiq LICENSEE agrees to pay ASCAP a license fee which includes the total of the "Base License Fee" and any applicable `5pecial Events Lice�se Fees", a4 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 populalion as established in the most recent published U.S. Census dara. 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 aze presented by or on behalf of LICENSEE. It does not include any Base License Fees due. (iii) LICENSEES who aze legally organized as state municipal and/or county leagues or state associations of municipal and/or county attomeys shall be reqaired to pay onty the fee ander Schedule C of the Rate Schedate. Such leagues or associa[ions aze not subject to Schedule A or Schedule B of the Ra[e Schedule. Fees paid by such leagues or associations do not cover performances of the municipality, county or other local govemment entity represented by [he league or association. Schedule C fees aze not applicable to municipal, county or other local govemment entities. (b) Unless otherwise limited by law, LICENSEE shall pay a finance chazge of I.5% per month from the due date, or the maeimum aznount permitted by law, whichever is tess, on any reqaired payment that it is not made within thiriy days of its dae date. 4. Reports and Payments (a) Upon the execution of this Agreement, LICENSEE shall submit: (i) a report stating LICENSEE's popalation based on the mosi recent p¢blished U.S. Ceases data. The popalarion seY forth in the report shall be used to calculate the Base License Fee under this Agreement; and (ii) a report containing the informa[ion set forth in pazagraph 4.(c) 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 yeaz of this Agreement and any license fees due for Special Events that were presented between the effective date of this AgreemenE and the execution of this Agreement shall be payable upon the execution of this Agreement. (c) Base License Fees for subsequent yeazs 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 calendaz yeaz. (d) Ninety days aRer 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" 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 otFier payments received by LICEKSEE 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 Ra[e Schedule B with another person or entiry licensed under an ASCAP License Agreement, LICENSEE shall indicate [he name, address, phone number and ASCAP account number of the o[her person(s) or entity(ies) and the party responsible for payment for such Special Event. If the other party is not ___ licensed by_ASCAP, LICENS_EE shall pay the license fee due hereunder, notwithstanding any a�reemen[ to the contrary between LICENSEE and the other party. _ — - — -- -- (� LICENSEE agrees to fumish to ASCAP, where available, copies of all pmarnms of musical works performed, which are prepazed for distribution to the audience or for the use or information of LICENSEE or any departmeni thereof. The programs shall include all encores to the extent possible. LICENSEE shall be undzr no obligation to furnish pmgrams when they have not been otherwise prepazed. (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 ihe reports required by paragraph 4.(b) above. ASCAP shall have [he right to adjust LICENSEE's Base License Fee based upon the most recently ava(lable recised population figures and Population Estimates Program provided by [he U.S. Census Departrnent. _ J 'A ' ' �Z.�� J�` 5• Breach or Default Upon any bteach or default by LICENSEE of any term or condition herein contained, ASCAP may terminate this license by giving LICENSEE thirty days norice to cure such breach or defauk, and in the event that such breach or default has not been cured within said thir[y dyys, 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 uneamed license fees paid in advance. 6. Interferencein Qperations 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 perfotming rights. In the event of such termination, ASCAP shall refund to LICENSEE on a pro-rata basis any uneamed license fees paid in advance. 7- Non-Discruuination LICENSEE recognizes that ASCAP must license all similarly situated users on a non 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 nond'ucrimination on the basis of race, creed, color, sex or national origin. g• 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 ot by e]ectronic transmission (i.e., Mailgram, facsimile or similaz transmission) to the appropriate petson/office as listed herein. Each party agrees to notify the other of any change in contact information, such as change of address, change ofperson/office responsible, etc. within 30 days of such change. 1N WITNESS WHEREOF, this Agreement has been duly executed by ASCAP and LICENSEE, this Zp_ day of AMEffiCAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS By: Title: All required notices and reports aze to be sent to: LiCENSEE � Title: MaYOr Account Services Department ASCAP 2690 Cumberland Pazkway, Suite 490 Atlanta, GA 30339 800-505-4052 (phone) 770-805-3475 (fax) Email: Name: Title: Einance Director Fax: Email: Aparoved as to form: Assistant City Attorney 1 ASCAP 2001- 2002 RATE SCHEDULE FOR LOCAL GOVERNMENTS SCHEDULE A Base License Fee 1 SO,OOI 75,001 100,001 125,001 150,001 200,001 250,001 300,001 351,001 400,001 450,001 500,001 POPULATION - 50,000 - 75,000 - 100,000 - 125,000 - 150,000 - 200,000 - 250,000 - 300,000 - 350,000 - 400,000 - 450,000 - 500,000 pIus BASE LICENSE FEE $250 500 600 800 1,000 1,300 L,600 1,900 2,200 2,500 2,800 3,100 3,800, plus $500 for each 100,000 of popuIation above 500,000 to a maximum fee of �50,000 SCHEDULE B Special Events The rate for Special Events shall be I% of Gross Revenue. "Special Events° means musical events, concerts, shows, pageanis, sporting events, festivals, competitions, and o[her eveats of limited duration presented by LICENSEE for which the "Gross Revenue" of such Special Event exceeds �525,000. "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. SCAEDULE C State Municipal and/or County Leagues or State Associations of Attomeys The annual license fee for LICENSEES who aze legally organized as state municipal and/or county leagues or state associations of municipal and/or county attomeys shall be $250. License Fee for Year 2003 and Thereafter For each caIendaz yeaz commencing 2003, ail dollaz figures set forth in Schedutes A, B and C above (except the $500 add-on for populations of 500,001 or more) shall be the license fee for the preceding calendar yeaz, 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 addiaonal license fees due resulting from the CPI adjustment shall be payable upon billing by ASCAP. ASCAY, 2690 Cumberland Parkway, Suite 49Q Atlanta, GA 30339-3913 1.800.505.4052, 770.805.3475 (Fax)