CM-2020-064 - 3/6/2020 �� �'W
TM
MOOD3
AN INDEPENDENT AFFILIATE OF MOOD MEDIA CORPORATION
www.moodtexas.com
kstomer #:
Rev. 6115
TEXAS WIRED MUSIC, INC.
TEXAS WIRED MUSIC, INC. MU2ICOM, INC.
GULF BUSINESS MUSIC, INC.
4242 IM 35 North
San Antonio, TX 7821a
3019 Alvin Devane, Suite 200 424 Executive Center Blvd., #115
Austin, TX 78741 El Paso, TX 79902
1826 S. Padre Island or, #201
(210) 223.6383
Fax: (210) 223-6411
(512)472-2555 (915) 533-5545
Fax: (512) 472-2871
Corpus Christi, TX 78416
(361) 855-2651
Fax: (915) 532-7253
Fax: (361) 855-9091
hereinafter called COMPANY, shall
furnish COMPANY services under this Agreement Upon COMPANY'S acceptance of this Agreement, this Agreement
shall constitute a contract with the undersigned SUBSCRIBER to furnish COMPANY services to:
SUBSCRIBER: City of Round Rock - Clay Madsen Phone: 512.218.5540
ADDRESS: 1600 Gattis School Road, Round Rock Texas, 78664
Email. mhemenes@roundrockftas.gov
to be Installed March 2020
1. The term of this Agreement far COMPANY services shall be for a period of five (5) years beginning on the 23 day of March 2020
and continuing thereafter for (1) one-year periods, unless terminated by either party by written notice sent to the other at the above address, at the
other at the above address, at least sixty (60) days, but not more than six (6) months prior to the expiration of the original term or any then current
renewal term. The commencement date of this Agreement shall be the commencement date written above or the Initial date for which COMPANY
services are billed hereunder. whichever is later.
2. COMPANY hereby agrees to make available to SUBSCRIBER, at the above designated premises, the following COMPANY services. In order to
enable SUBSCRIBER to receive COMPANY services, COMPANY shall install and keep all COMPANY -owned equipment In operating condition.
COMPANY shall also furnish the equipment described below.
TYPE OF SERVICES AND AREA TO BE SERVED:
• See Exhibit A Attached.
• Routine maintenance to be provided on all COMPANY -owned equipment at no additional cost
to the SUBSCRIBER. The SUBSCRIBER assumes all responsibility for maintenance on
SUBSCRIBER -owned equipment.
3. The total consideration payable to COMPANY for the furnishing of COMPANY services shall, except in the event of default or breach of this
Agreement by SUBSCRIBER, be payable in advance in monthly installments on the following basis:
MONTHLY INVESTMENT
NON -RECURRING INITIAL INVESTMENT
$ See Exhibit A
See Exhibit A
When signed by SUBSCRIBER and accepted by COMPANY, this Agreement, together with the terns and conditions on the reverse side hereof, shall
become a contract binding upon the parties. The undersigned represents that he has read the terms and conditions on the reverse side, that he
understands and agrees to be bound by same, and that he has the authority to execute this Agreement on behalf of SUBSCRIBER.
COMPANY:
By:
Date of Signing:
W Q020- UOt
suesclt
'i ,
By, �L City of Round Rock - Clay Madsen Rec
t_�
Title:
Printed Name: L 'e
Tax Payer ID or SSN:
CONDITIONS AND STIPULATIONS
1. In the event COMPANY Services are not furnished by COMPANY to SUBSCRIBER because of strike, mechanical failure, the elements, act of God, government
rulings or regulations, emergency, or other causes In the public Interest, for any reason, similar or dissimilar, beyond the control of COMPANY, the same shall not be
deemed to be a breach of this Agreement and COMPANY shall cal be liable for any loss, damage, or delay caused (hereby. If COMPANY Services are not supplied to
SUBSCRIBER for a period of twenty-four (24) consecutive hours and if SUBSCRIBER gives to COMPANY prompt notice of such interruption In writing sent by registered
mad. COMPANY will credit SUBSCRIBER'S account with an amount equal to one -thirtieth (1/J0s') of the monthly fee for each consecutive twenty-four (24) hour period
during which such interruption exists. Such credit shall not be given if interruption results from a breach of SUBSCRIBER of any tent or condition of this Agreement or it
SUBSCRIBER is in default of any payment due for COMPANY Services.
2. The consideration for this Agreement Is computed on the basis of a fully specified term so that the total of the monthly payments therein specified oonatftuies the
consideration for this Agreement and there can be no pro rats cancellation MGM(. Payment Is to be In advance to the office of COMPANY as billed by COMPANY either
monthly, quartorty or annually. COMPANY is not to be responsible for any payments made unless by check payable to the order of COMPANY.
3. Title to and ownership of all of the equipment is and shall remain in COMPANY. The equipment shall not become a part of the promfeea, and shall be free from any levy,
suit, warrant or other legal action an the part of any landlord or owner or other firm or corporation. Should SUBSCRIBER remove, sell or encumber in any way any of tics
equipment, or attempt to do same, or should SUBSCRIBER vacate or dispose of the designated premises or discontinue Its business there, or should SUBSCRIBER
defoult In any payment hereunder or otherwise viclate any tern or condition of this Agreement, or should any levy or attachment be made, or should SUBSCRIBER enter
Into any arrangement or composition with Its creditors, then in such event COMPANY, in Its ads discretion, may declare this Agreement to be in default. The parties
hereto acknowledge and agree that in the event of SUBSCRIBER'S default and the declaration of such defsutt by COMPANY, then as liquidated damages, and not as
penalty, COMPANY shall be entitled to receive an amount equal to seventy -fire percent (75%) of the monthly charges for each and every month of the balance of the
then current tens of this Agreement, and this amount, together with sums already due for services rendered at or prior to the declaration of any such event of default,
together with Interest at the highest legal rate from the date such amounts become due, together with attorneys lees or other costs associated with collection, shall
become Immediately due and payable, without formal demand or notice. The parties hereto acknowledge and agree that the liquidated damages formula as at forth
herein represents the pardss beat present Judgment as to the amount of actual damages which wig be sustained by COMPANY as a result of a default by SUBSCRIBER
under the terms of this Agreement. The partles further agree that without relieving SUBSCRIBER of liability for the amount set forth herein, upon such defsult,
COMPANY may enter at any time the premises of SUBSCRIBER for the purpose of taking possession and removing the equipment. The same shall be effective at
SUBSCRIBER'S expense. The parties hereto further agree that no action taken by SUBSCRIBER or COMPANY shall be deemed a waiver of any of Its other rights or
remedies.
4. It Is stipulated by and between the parties hereto that SUBSCRIBER shall not use COMPANY Services to displace a live orchestra, or five entertainers, nor
shall SUBSCRIBER allow SUBSCRIBER'S tenants to use COMPANY Services, nor use the service outside the premises designated hereinbefore on the front hereof, nor
use any equipment fumished by COMPANY, without written consent of COMPANY. SUBSCRIBER shall not dub, record, rerecord, transcribe or m4ronscribe in any
manner or by any means, method or process whatsoever, any portion of the Program Service, or knowingly permit anyone to do any of the same. Copyright performance
fees for live entertainment are not Included within this AgmemenL
S. SUBSCRIBER shall provide a power outlet within six (B) feet of amplifier locations, shall not change the location of the equipment nor make any additions 10 or
alteration In It or the associated transmitting or receiving equipment. and shall be responsible for good condition of same (Including being responsible for any fire,
lightning, flood, etc. causing damage to COMPANY'S equipment), subject to reasonable use thereof. If In the actual Installation of the equipment any alterations or
Improvements in the promisee are required to be made, the same shall at all times remain a part of the premises wherein COMPANY equipment Is Installed and upon
removal, COMPANY shall not be responsible for reasonable damage to the premises and shell not be required to remove, repair, replace or otherwise reestablish the
original set of conditions. SUBSCRIBER further agrees that it its agents or employees, will not attempt at any time to remove or relocate any and all of the equipment
provided to SUBSCRIBER by COMPANY.
6. As part of the consideration of this Agreement. SUBSCRIBER agrees to inspect the installation of COMPANY S equipment In the premises of SUBSCRIBER, including
the antenna and its anchors, within 14 days of the completion of the Installation of COMPANYS equipment. If SUBSCRIBER does not report to COMPANY any
deficiencies or objections to such Installation within 14 days from the completion of such installation. then the parties hereto agree that the installation of such equipment,
Including antenna, is satisfactory to SUBSCRIBER and Its Inspectors, so that SUBSCRIBER releases COMPANY of and from any and all claims, damages and liabilities
which SUBSCRIBER could have asserted against COMPANY for damages relating to such Installation. COMPANY and SUBSCRIBER agree that the only warranty of
COMPANY Is that the equipment covered hereby will be free of defects In materials and workmanship during the loam of this Agreement. The exclusive remedy of
SUBSCRIBER for breach of this warranty or any other obligation hereunder shall be the repair and replacement of nonconforming goods. COMPANY shall never be liable
for any consequentlel or Incidental damages. No waiver or modifications hereof shall be valid unless made In writing and signed by an authorized representative of
COMPANY. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER PRIOR REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILMY AND FITNESS. It Is expressly agreed that the consideration staled on the feet hereof Is a factor in this limitation of
liability,
7. SUBSCRIBER agrees to pay all federal, state and municipal taxes, exc1ee8, fees and other Imposts now or hereafter levied or required to be collected by COMPANY.
IL SUBSCRIBER shall, and does hereby agree to, indemnify COMPANY from any and all claims, actions or causes of action asserted by anyone against COMPANY for
pursuing its rights or remedies under this Agreement.
9. The advance payment shown on the reverse side hereof Is due on the first day of the payment period. A late charge of one and one-half percent (11A%) per month
or the highest rate allowable by law (whichever is lesser) shall be imposed upon all accounts thirty (30) days past due.
10. Notwithstanding Section 3 on the front We of this Agreement, Section 2 an the reverse side of this Agreement, or any other provision contained herein to the contrary,
COMPANY can increase the monthly installment described herein during the Initial term and any renewal terns of this Agreement. in the event that the monthly charge
payable hereunder shall, al any time during the term hamol, be increased by COMPANY by mote than twenty percent (20%) during any two (2) year period,
SUBSCRIBER shall have the right, at any time within sixty (Bo) days after the date upon which written notice of such increased monthly rate Is mailed by COMPANY, to
terminate this Agreement upon seven (7) day's written notice, by certified mail to COMPANY at Its address heminabove, of SUBSCRIBER'S election to do so.
11. The parties agree that only authorized repairmen as approved by COMPANY shall be allowed to perform maintenance or relocate the fumished equipment (which
remains the property of COMPANY). SUBSCRIBER shall grant free access to COMPANY of persons so designated by it, to the furnished equipment for the purposes of
Inspecting, testing, maintaining or replacing such equipment. SUBSCRIBER shall immediately notify COMPANY of any breakage, distortion, disruption, mechanical or
electrical failure, and shag not in any manner disassemble, dismantle, alter or attempt to repair at adjust any of the furnished equipment. SUBSCRIBER shall be liable for
breakage and maintenance required beyond 'routine maintenance' as determined by COMPANY, which Is herein defined to include the (allure of component parts of the
equipment caused by wire failure which does not result from any failure of the Integrity of the wires Installed by COMPANY. The non -recurring Initial Investment or
installation charge described In Section 3 of this Agreement to premised upon worth being performed during normal working hours. If SUBSCRIBER requires installation
to be performed at other times, SUBSCRIBER shall pay, on receipt of invoice therefor, any direct overtime expenses Incurred by COMPANY In Installation of equipment.
If It Is necessary to utilize any form of conduit to effect installation of the equipment, SUBSCRIBER agrees that it will provide and install any such conduit at its own
expense or authorize COMPANY to provide same in addition to the Installation charge specified herein.
12. SUBSCRIBER and COMPANY agree that this document shag contain all of the terms and conditions of the Agreement between SUBSCRIBER and COMPANY. Any oral
:re
other representations which may be made by safes representatives or COMPANY shalt not be considered a binding part of this Agreement amass said representations
are contained herein.
13. This Agreement shell be binding upon and inure to the benefit of the parties hereto and their respecttve successors, assigns, heirs and/or legal representatives.
14, Venue of any dispute arising out of this Agreement shall be in Bexer County, Texas. This Agreement shag he construed under the laws of the State of Texas.
1S. SUBSCRIBER agrees to pay ell of COMPANY S attorneys fees or other costs associated with collection of any amounts which become due and payable under this
Agreement, including but not limited to, any fees charged by COMPANY'S cafiedion agency.
MOOD*rw
N4Mt/POIYiYf W7lMIgCOMOAC0Yg4�P1
Exhibit A - COMPANY SERVICES
Subscriber / Address: City of Round Rock - Clay Madse 1600 Gatos School Road, Round Rock Tej
Subscriber's Signature: L L Date: IA-2,D
❑■ Music:
ProfuSlOn 30 music service to be provided to a allent owned sound system.
COMPANY -owned equipment to include: 2 music receiver(s), satellite dish, speaker(s),
horn(s), amplifier(s), volume control(s) and 2 complete cabling network.
The COMPANY assumes the payment of all music licensing fees required by ASCAP and BMI in connection with the
SUBSCRIBER'S use of COMPANY programming. ASCAP and BMI fees associated with the use of television, live
performances, CDs, radio or any other program material are the responsibility of SUBSCRIBER.
Monthly Rate: $ 68 00 Set Up/ installation Fee: $ 390.00
❑ Voice:
• Marketing on Bold to be provided to the SUBSCRIBER'S telephone system through a COMPANY -owned
provided the SUBSCRIBER'S phone system is message compatible.
• Marketing on Hold productions to be provided by the COMPANY up to times per year. Such
productions can contain up to 4 minutes of marketing messages and instrumental music in between messages.
• The monthly rates indicated are based on locations.
* The COMPANY assumes the payment of all music licensing fees required byASCAP and BMI in connection with the
SUBSCRIBER'S use of COMPANY programming. ASCAP and BMI fees associated with the use of television, live
performances, CDs, radio or any other program material are the responsibility of SUBSCRIBER.
Monthly Rate:
❑ Television:
Set Up/ Installation Fee: $
M leased television satellite receivers),1 leased television satellite dish and coaxial television cable to be
provided under this Agreement.
' satellite television programming packages to
be provided to SUBSCRIBER -owned television set(s). Package includes HD and local channels.
SUBSCRIBER'S televisions sets will / will not be tuned to different channels at the same time.
• Dish Network television programming channels and prices are subject to change from time to time. Such changes
shall not affect the validity or enforceability of this Agreement. COMPANY will notify SUBSCRIBER of any such
changes, and their effective date, following COMPANY'S receipt of notice of such changes from Dish Network.
COMPANY will pass the cost of any such changes through to SUBSCRIBER.
= SUBSCRIBER controls the designated premises and may decide whether to activate the audio portion of the
television programming. COMPANY has neither secured, nor agreed to be responsible for, securing any performing
rights associated with the audio portion of the television programming. If SUBSCRIBER decides to activate the
audio portion of the television programming within the designated premises, SUBSCRIBER agrees to be solely
responsible for securing, and paying for, all necessary performing rights in connection with such audio.
Monthly Rate: $ Set Up/ Installation Fee: $
❑ Digital Signage w/ Content Management & Creation:
COMPANY -owned digital signage media player(s) to be provided and connected to
SUBSCRIBER -owned viewing monitor(s) and connected via a SUBSCRIBER -provided internet connection. The
below monthly rate for the COMPANY'S digital signage does not include any satellite television programming
itself.
• Digital Signage Content creation will be provided by the COMPANY under Package A (up 1.5 slides per
quarter) or Package B (up to 30 slides per quarter).
Monthly Rate: $ Set Up/ Installation Fee: $
❑ Digital Signage Only:
COMPANY -owned digital Signage media player(s) to be provided and connected to
SUBSCRIBER -owned viewing monitor(s) and connected via a SUBSCRIBER -provided Internet connection. The
below monthly rate for the COMPANY'S digital Signage does not include any satellite television programming
itself.
Monthly Rate: $ Set Up/ Installation Fee: $
❑ Scent:
• During the term of this Agreement, the COMPANY agrees to provide environmental scent service ("Service") at the
Serviced Premises. The Service is provided by a leased (model) on -
premise fragrance delivery unit that uses replaceable scent cartridges ("Scent Media'). COMPANY retains title to
the leased unit and may upgrade, substitute or replace such unit at any time. Scent Media shall be mailed to
Subscriber monthly. COMPANY reserves the right to substitute suppliers of Scent Media provided the substitute is of
comparable quality. in the event Scent Media becomes unavailable to COMPANY, COMPANY may terminate this
agreement without penalty.
Monthly Rate: $
❑ Music Video:
Installation Fee: $
music video service to be provided to a TV
Distribution system and speakers. COMPANY -owned equipment to include: music video media player
The COMPANY assumes the payment of all music licensing fees required by ASCAP and BMI in connection with the
SUBSCRIBER'S use of COMPANY programming. ASCAP and BMI fees associated with the use of television, live
performances, CDs, radio or any other program material are the responsibility of SUBSCRIBER.
Monthly Rate: $.
Installation Fee: $
❑ Other: (Service Provided)
service to be provided to
COMPANY -owned equipment to Include:
Monthly Rate: $ Installation Fee: $
❑ I am Interested in setting up our account for credit card payment or auto -draft payment.
City of Round Rock - Clay Madsen Recreatic�
Subscriber / Address: 1600 Gatiis School Road, Round Rock Texas,
Subscriber's Initia s:
TM
MOODO
M UMMMpEMIAIMLATE Of "= 4CUMPORAMN
Mood Texas
www.moodtexas.com
Addendum to Service Agreement
The company and the subscriber agree that the following provision is to be
attached to, and incorporated into, the Service Agreement between the parties
dated
If the Subscriber undergoes any of the following changes where the
serviced premise is located during the term of the Service Agreement
described above and no past due amounts are owed to the Company,
then the Subscriber may terminate the Service Agreement by giving the
Company written notice of its desire to do so within 60 days notice:
1. Subscriber sells the business
2. Subscriber moves the business — (Mood will relocate equipment)
3. Subscriber changes management companies
4. Subscriber ceases doing business
5. Subscriber experiences "habitual service" issues
COMPANY:
Texas Wired Music Inc.
By
Name _ Brett Balthrooe
Title President
Date
SUBSCRIBER:
MOR !-OV P -THMI M-
By
Name Laur;e-
Title
II i_� OA
Date
City of Round Rock
JROUNO ROCK Agenda Item Summary
Agenda Number:
Title: Consider executing a Subscription Agreement and Addendum to Agreement
with Texas Wired Music, Inc. (dba "Mood Music") for digital music services at
Clay Madsen Recreation Center.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 3/6/2020
Dept Director: Rick Atkins, Director
Cost: $4,470.00
Indexes: General Fund
Attachments: City of Round Rock Rec Center Music Agreement, LAF
Department: Parks and Recreation Department
Text of Legislative File CM-2020-064
This item is to execute a five (5) year agreement with Mood to provide two (2) music
players/services at Clay Madsen Recreation Center. Mood Music is the music service currently
in use at Prete Plaza and Rock'N River Water Park. They provide the player, music content
and web programming application for their streaming music. The City can then select which of
the 200+ channels/genres to use and create customized schedules based on the hours of
operation at Clay Madsen Recreation Center. The initial setup fee is $390 and the streaming
service cost is $68/month for the two (2) players at Clay Madsen Recreation Center.
Cost. $4,470.00
Source of Funds: General Fund
City of Round Rock Page 1 Printed on 3/612020