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HomeMy WebLinkAboutAgreement_General_05/07/2007- 1 ~ LJ ASCAP May Ol , 2007 Ms. Deborah Telfrin Village of Tequesta, FL Village of Tequesta, FL PO Box 3273 Tequesta, FL 33469-1004 Dear Ms. Telfrin: 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 straggling 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. 'n response to our customer's needs, we have developed a new interactive web-based system. This easy-to-use system offers you ,~c~ess t~ your account information, and it allows y~~u to make payments ~airectly to your account by Electronic Check cr Credi: Card. ohou~~+ y ou have any questions about your license or about our easy-to-use .veb syste±r,, nlease contact us. ~~i order io rnainiain your privacy, we have issued a personal password for ;'our access ~o this secure system. The `:e~b address is: http://www.ascap.com/gls_web You; aca punt number is: 500638252 Your Password is: SRVSDM 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! Sincerel ~~~ Paul Williams Account: 50063822 Enclosure: Certificate ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3913 (Voice)1-800-505-4052 (Fax)770-805-3475 MAY ~ ~ 2~~ _ LICENSE AGREEMENT -LOCAL GOVERNMENTAL ENTITIES 5r~ a ~ ,~ ~ ~ 5 ~ -' 'r t ~ ~ n ,- between American Society of Composers, Authors and Publishers ("SOCIETY"), located. at ,~ ~ ., 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339 and Village of Tequesta, FL ("LICENSEE"), located at PO Box 3273 Tequesta FL 33469-1004 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" 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 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. (iv1 "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 May Ol, 2006, 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 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 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 compositions in the ASCAP repertory to those who attend Events or Functions on the Premises by means of teleconferencing, vi deoconferencing 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. (ii) "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; (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 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 anv department thereof. The programs shall include all encores to the extent possible. LICENSEE shall be under no oliligation 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 LICENSEF, recognizes that ASCAP must license all similarly situated users on anon-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, ofperson/office responsible, etc. within 30 days of such change. AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS By i~'U'~ ~~,E~l~~l~:~ ~~~ LICENSEE Village of Tequesta, FL By '' 1~ TITLE ` K (Fill in capacity in which signed: (a) If corporation, state corporate office held; (b) If partnership, write word "partner" under signature of signing partner; (c) If individual owner, write "individual owner" under signature.) ~~ '8221628425 ~~ LOCAL GOVERNMENT ENTITIES 2007 Rate Schedule and Report Form A S C A P Account Number: Premise Name: SCHEDULE A: Base License Fee Population Size Base License .Fee 1 to 50,000 $284.00 50,001 to 75 000 $567.00 75,001 to 100 00 681.00 100,001 to 125,000 $909.00 125,001 to 150,000 $1,136.00 150,001 to 200,000 $1,476.00 200,001 to 250 000 $1,816.00 250, 001 to 300, 000 $2,158.00 300,001 to 350 000 $2,499.00 350,001 to 400 000 $2,840.00 400,001 to 450 000 $3,180.00 450,001 to 500,000 $3,521.00 500,001 and over "'" $4,315.00 "`* $4,315 plus $500 for each 100,000 of population above 500,000 to a maximum fee of $56,781 SCHEDULE B: Special Events The rate for Special Events shall be 1 % of Gross Revenue. "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 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 $284. ~. License Fee for Year 2008 and Thereafter For each calendar year commencing 2008, atl dollar figures set forth in Schedules A, B and C above (except for $500 add-on for populations of 500,001 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 30339-3913 1-800-505-4052 770-805-3475 (FAX) Epayment Websites: http:l/www.ascap.com/gls_web or http://www.ascap.com I '0436628425 ~~ LOCAL GOVERNMENT ENTITIES A s ~ A ~ 2007 Report Form Account Number: Premise Name: SCHEDULE A: Base License Fee (Due upon execution ofAgreemenf and within 30 days of the Agreement's Renewal Date.) Population Size: ~~~~~ (Per current U. S. Census Data) Base License Fee: ~ .m (Please refer to attached Rafe Schedule) SCHEDULE B: Special Events* (Report and Payment due 90 days after the conclusion of each Special Event) Event Date Performer(s) Gross % Applies EventFee Is A Program tf The Event Is Co-Sponsored (mm/ddlyyyy) Or Group(s) Revenue** To Gross Of Musical (Please Identify The Co-sponsor's Name, Address, (If More than 1 Appearing Of Event Revenue Works Phone:Number and ASCAP Account Number) Event Per Day, (Must Exceed Attached? Please Report As $25,000) (YeslNo) Separate Entries) Name: O Yes Address: x .01 $ O No Phone No.:~ Account Number: Name: Address: x .01 $ O Yes O No Phone No.:~ Account Number: Name: Address: x .01 $ O Yes O No Phone No.: ~ Account Number: *"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 LICENSEE for each Special Event. SCHEDULE C: State Municipal and/or County Leagues or State Associations of Attorneys Report Year: app Annual License Fee: $284.00 (Due within 30 days of Renewal Date.) Total Fees Reported From Any or All of Schedules A, B or C: ~ m Contact Person & Title Phone Number: ~ - ~ _ ~ Ext: ~ Fax Number: ~ - ~ - Email: Website: I certify the above information is true and correct. Dated: m ~ m ~ ~ Signature: L f+a~.tar, coau ~umnenana rarKway, suite aau, Atlanta GA 30339-3913 1-800-505-4052 770-805-3475 (FAX) Epayment Websites: http:/lwww.ascap.com/gls_web orhttp:/Iwww.ascap.com ;<: uuvew.ascap,com March ] 3, 2007 Mr Greg Corbin Village of Tequesta, FL Village of Tequesta, FL Parks & Recreation Dept. 399 Seabrook Road Tequesta, FL 33469-1004 Dear Mr . Corbitt: This is a follow up regarding the Village of Tequesta's need. for compliance with the United States Copyright Law and obtaining permission to perform ASCAP's members' music at City sponsored events. Title 17 of the U .S. Code provides statutory basis for copyright protection. Specifically, Section 106 enumerates the general rights exclusively given to authors. Those rights include for example the right of reproduction (i.e. copying), distribution (e.g. selling), as well as the right "to perform the copyrighted work publicly." 17 U.S .C. § 106(4). Section 101 provides the statutory defrnition of "perform" and "publicly." Pursuant to such definitions, to perform a work publicly means "to recite, render, play, dance or act it, either directly or by means of any device or process" at "a place open to the public or at any place where a substantial number of persons outside of a normal circle of a family and its social acquaintances is gathered." The legislative history makes clear that performances in even "semipublic" places such as clubs; lodges, factories, summer camps, and schools are public performances. See H .R. Rep. No. 94-1476 at 64. No doubt then that performances made in public venues, open fully to the public -- such as at public parks, skating rinks, recreation halls and centers -- are covered within the statute. As you. can imagine, the owner of a copyrighted song does not have the wherewithal to determine where his or her music is being performed. and then go out and license those performances. That would entail contacting every public user of their music -every radio and television station that performs (broadcasts) the song, every bar and club that performs the song (live or over speakers), every sports stadium, bowling alley, circus, concert hall, etc. Accordingly, nearly a century ago, a group of composers formed ASCAP as a membership organization that would handle the licensing of these public performances on their behalf. ASCAP is not a "marketing firm" by any means - it is a performing rights society, as defined by Section 101 of the Copyright Act. Currently ASCAP has over 270,000 songwriter, composer and music publisher members including the most respected names in the industry -Bruce Springsteen, The Beatles, Madonna, Gershwin, Alicia Keys, and the list goes on -- as well as thousands of songwriters who are not well known. On their behalf, ASCAP licenses their music so that these creators can receive fair compensation for the use of their works. For many of ASCAP members, the royalties they earn from these performances comprises the bulk of their income; they rely on their ASCAP royalty checks to live. Please browse our website, www.ascap .com, for more information. ASCAP enters into license agreements with entities that perform music, and accordingly ASCAP has entered into hundreds and. hundreds of license agreements with dozens and dozens of different types of music users, including counties and municipalities, The benefit to your local governmental entity of an ASCAP license is that it covers all the millions of works of all 270,000-+ members (you can browse the ACE Database on ASCAP's website which lists much of ow repertory). The alternative would be to ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3913 (Voice) 1-800-505-4052 (Fax) (678) 239-3667 mmckinney@ascap.com negotiate a license separately with every copyright owner of every song performed by the municipality, obviously a very daunting and burdensome prospect. Failure to do so would be infringement (a simple Lexis search would bring up examples of such. ASCAP infringement suits). The only issue is whether the municipality indeed performs music publicly. From the information available to ASCAP regarding your municipality, it appears that the Village of Tequesta, FL through the Parks & Recreation Department, has Concerts in the Park, theAnnual Harvest Festiva] and offers dance classe. These uses are exactly the types of public performances envisioned by Congress when enacting the Copyright Act. Again, the basis for governmental entity requirement of a performance license is well settled. It is for that reason that ASCAP developed a license jointly with the.Internationa] Municipal Lawyers Association. You should be aware that many cities have obtained an ASCAP license that covers exactly the kinds of performances made by your municipality. If you have any questions do not hesitate to contact me. Sincerely, ~ ~.~ ti Michele Mclvnney ~~ (800) 910-7346 ext. 37 Enclosures: License Agreement, Rate Schedule, SOP/Report Form, Invoice, Infringement Actions - December 2006 copy: Michael Couzzo, Scott Hawkins ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3913 (Voice) 1-800-505-4052 (Fax) (6'18) 239-3667 mmc.kinney@ascap.com COtVTACTS: ASCAP -Pauline Stack Tel: 212-621-6278 pstack@ascap.com ASCAP INITIATES INFRINGEMENT ACTIONS AGAINST ESTABLISHMENTS IN BREACH OF LICENSE AGREEMENTS New York, NY, December 4, 2006: The American Society of Composers, Authors and Publishers (ASCAP) today announced that it has filed 10 separate infringement actions against nightclubs, bars and restaurants in 8 states. In each of the cases filed today, the business establishment had signed a license agreement with ASCAP, but failed to comply with the license's payment terms. ASCAP reached out to each of the establishments repeatedly over a significant period of time before taking legal action - in some cases over a period as long as two years. In every instance, the licensee refused to pay the fees owed under the license, leaving ASCAP no choice but to terminate the license for default. Thereafter, the businesses continued to perform ASCAP members' music without permission, resulting in the filing of the infringement actions. ASCAP protects the rights of its members -songwriters, lyricists, composers and music publishers - by licensing and distributing royalties for the non-dramatic public performances of their copyrighted works. Those licensed by ASCAP include any establishment or business that wants to perform copyrighted music publicly. "The situation with these establishments is certainly regrettable. But it has long been ASCAP's experience that if we do not enforce our agreements with club owners and other music users, many of them will simply continue to avoid their obligations to comply with the law," said Vincent Candilora, Senior Vice President of Licensing at ASCAP. "In the end, this really hurts the individual songwriters who are also, in effect, 'small business owners'." "Each of these establishments signed license agreements with ASCAP, clearly recognizing and validating the importance of compensating music creators for their work," added Candilora. "Their refusal, over a long period of time, to comply with the license agreement they themselves acknowledged puts ASCAP in the position of having to seek .legal action so individual songwriters and composers receive the revenue they deserve, and can continue to bring new creative works to life." extension o~ time within which to er,ec~~t'e the follow up with Ms. McKinney. The term of the and is renewed automatically unless cancelled renewal date. The Viliaae should continue th long as the Village continues to use music in its phone system. agreement and I will ?icense is year-to-year within 30 days of the license agreement as public performances ar.c I have discussed this issue over the phone with Mr. Corbin . I~ either of you have any further questions about this matter, please call me. Stirling Clarke Halvorsen, Esq. Jones, Foster, Johnston & Stubbs, P.A. Flaq_1er Center Tower, Suite ll00 505 South Flag'ler Drive West Palm Beach, FL 339C1 Direct: ;561) 650-0941_ Facsimile: ;561) 650-0912 shaiverson@jor.es-toster.com VILLAGE OF TEQUESTA May 3, 2007 Ms. Michele McKinney ASCAP 2690 Cumberland Parkway Suite 490 Atlanta, GA 30339-3913 Subject: ASCAP -Local Governmental Entities License Agreement Dear Ms. McKinney, In follow up to our phone conversation enclosed are two signed original agreements. Please return an original executed copy to my attention as soon as possible for our records. If you have any questions please contact me. Sin rely, / ~ ~ ~'t-- ~./ ~~ r ~'L/ Debra A. Telfrin Executive Assistant Enclosures: Cc: Lori McWilliams Village Clerk 345 Tequesta Dr., Tequesta, Fl 33469 561.575.6200 Fax:561-575-6203 www.tequesta.org \\~ \~ , .; ., ASCAP May O1, 2007 Ms. Deborah Telfrin Village of Tequesta, FL Village of Tequesta, FL PO Box 3273 Tequesta, FL 33469-1004 Dear Ms. Telfrin: 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. to respoaise to our customer's needs, we have developed a new interactive web-based system. This easy-to-use system offers yo~~ ac~;ess ±~ your uc~ount information, and it allows you to make payments darectly t~ your account by Elecironic Check ~~ Credit Marc. Should ,~o~: ha,-e any questions about your license or about our easy-to-use web s;~stem, please ~;untact us. In order to maintain your privacy, we have issued a personal passwcrd for your access to this secure sy~;te~r~~. "rk,e Web address is: http://www.ascap.com/gls_web `lour account number is: 500638252 Your Password is: SRVSDM 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! Sincerel , ~~y~ Paul Williams Account: 500638252 Enclosure: Certificate ASCAP, 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339-3913 (Voice) 1-800-505-4052 (Fax) 770-805-3475 8221628425 -- - - '~ L®C~-L G®~'ERi~MENT° EN°TiT1ES 2007 Rate Schedule and Report Form ~~cnr Account Number: Premise Name: SCHEDULE A: Base License Fee Population Size Base'License :Fee 1 to 50.000 $284.00 50,001 to 75,000 $567.00 75,001 to 100 000 681.00 100,001 to 125,000 $909.00 125,001 to 150,000 $1.136.00 150,001 to 200,000 $1,476.00 200.001 to 250 000 $1,816.00 250,001 to 300,000 $2,158.00 300,001 to 350,000 $2,499.00 350,001 to 400,000 $2,840.00 400,001 to 450 000 $3,180.00 450,001 to 500,000 $3,521.00 500,001 and over ~"` $4,315.00 """ $4,315 plus $500 for each 100,000 of population above 500,000 to a maximum fee of $56,781 SCHEDULE B: Special Events The rate for Special Events shall be 1% of Gross Revenue. "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 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 $284. License Fee for Year 2008 and Thereafter For each calendar year commencing 2008, all dollar figures set forth in Schedules A, B and C above (except for $500 add-on for populations of 500,001 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 30339-3913 1-800-505-4052 770-805-3475 (FAX) Epayment Websites: http://www.ascap.com/gts_web or http://www.ascap.com 7 (~ ~p~. ~ /~~yy ~~" p, g g ~r. p~ g~ *T ~ ~g p, ~r g ~,7 y ry"~ g $~ _ ~°f~) r~[ _ Wit], fu~'1.~~1 1 ~.7 -i >~C.FP.~~1~'A.~17TT - g~®~ Ili 'LS®~~%`i Adl' V19"l~l \T 1 ~L ~i.7 T1. d. 1L.P.5 ~., ~ ~ ~ y' 4`" 1 ' ~^"' " ~'"`~ ~ " :~ ~ ~ a: E i '~ ~: ~: ~~.~, between American Society of Composers, Authors and Publishers ("SOCIETY"), located at 2690 Cumberland Parkway, Suite 490, Atlanta, GA 30339 and ~%illage of Tequesta, FL ("LICENSEE"), located at PO Box 3273 Tequesta FL 33469-1004 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 "L.ive Entertainment" 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) "Meehan.ical 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 ti~at 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 ail copyrighted musical compositions written. or published by ASCAP members or members of affiliated foreign. perfoming 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 LICENTSEE 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 May Ol, 2006, 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 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 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 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; (till performance of one or more musical compositions as pan of a story or plot, whether accom}>anied or unaccompanied by dialogue, pantomime, dance, stage action, or visual representation; (iv) performance of a concert version of a "dra,matico-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 Premisesunless it is presentedor sponsored solely by and under the. auspices of LICENSEE, is presented entirely on LICENSEE'S Premises, and is not open to the genera] public; (ii) by or at colleges and universities; (iii) at any professional sports event or game played on the Premises; (iv) at any permanent)}r situated theme or amusement park o~~~ned or operated b_y 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 .lukebox 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 "Spe.cial 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 am~ual fee due in accordance with Schedule A of the Rate Schedule and based on LICENSEE's population as established in the most rece-nt 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 of the Rate Schedule when Special Events are prese~,rted by or on behalf or 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 bylaw, LICENSEE shall pay a finance charge of l.~% per month from the due date, or the maximum amount permitted ~by law, whichever is less, o.n 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; anal (ii} a report containing the information set forth iu paragraph 4.(d) below for all Special Events that were presented between the effective date of this Agreement and the execution of this Agreement. (bl 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 Ab cement 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 vear. (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 fornl 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 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 zesponsible 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. (Il LICENSEE agrees to furnish to ASCAP, where available, copies of al] programs of musical works performed, which are prepared for distribution to the audience or for the use or information E f 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 f gw~es and. Population Estimates Program provided by the U.S. Census Department. 5. Breach or Default upon any breach or default by LICENSEE of any tern, 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 ~~ritteri notice if there is an_y major interference with, or substantial increase in the cost of, ASCAP's operations as the result of any law izi 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 anon-discriminatory basis. LICENSEE agrees that any modifications to this Agreement by ASCAP, v<-hich 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/offiee responsible, etc. within 30 days of such change. AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS ~~ ~~ 7 ~" LICENSEE Village~of Tequest~ L ~~ By .l ~~~r ~ ~°`~~~ c '5~~~,~ 1 ~ ~. TITLE 6! 9 ~ L. r4 ~'' ~~5/O f3 ~ ~~1~ -~^- (Fill in capacity in which signed: (a) If corporation, state corporate office held; (b) If partnership, write word "partner" under signature of signing partner; (c~) If individual owner, write "individual owner" under signature.)