CM-08-10-259SESAC PERFORMANCE LICENSE for MUNICIPALITIES
Agreement made in New York by and between SESAC, Inc. ("SESAC"), a New York corporation, with offices at 55
Music Square East, Nashville, TN 37203 and
City of Round Rock, Texas, a home -rule municipality
(Legal Name of Entity) ("LICENSEE")
(Billing Address) 221 East Main Street
Round Rock, Texas 78664
(City, State, ZIP)
Telephone: 512-218-5401 Fax: 512-218-7097 citymanager@round-rock.tx.us
E-mail:
SESAC and LICENSEE hereby mutually agree as follows:
1. GRANT OF RIGHTS: Effective as of October 1, 2008 , (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
the City of Round Rock, Texas, a home -rule municipality
(the "Municipality")
As used herein, "Municipality" 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 "A");
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 (i) which are part of a background music service originating from any location
including the Municipality, for which performance license fees are otherwise paid, regardless of the means by which
such performances are transmitted on or to the Municipality, (ii) by coin-operated phonorecord players
("jukeboxes"), as defined in 17 U.S.C. § 116, and/or (iii) transmitted by computer on-line services or electronic
bulletin boards and received on the Municipality (unless and to the extent otherwise expressly permitted in Schedule
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 (1) year (the "Initial Period"). Thereafter, the Agreement shall automatically continue in full force
and effect for successive additional periods of one (1) year ("Renewal Period(s)"). 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(s) 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(s). The Initial Period and Renewal Period(s) 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 "A" attached hereto.
B. In the event that SESAC is determined by the taxing authority or courts of any state 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, 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 may be increased by five percent (5%), rounded to
the nearest dollar. In the event that the percent increase in the Consumer Price Index - All Urban Consumer (CPI -
U) as published by the Bureau of Labor Statistics, U.S. Department of Labor, between the most recent October and
the preceding October exceeds five percent (5%), then the License Fee may be increased by that amount.
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.
IN WITNESS THEREOF, the parties have caused this Agreement to be duly signed as of
(Please insert today's date)
LICE
BY:
(please Q here)
jG1
( type or pool name)
TITLE:
ATTEST:
Sara L. White, City Secretary
FOR C TY, APPRO ED AS TO FORM:
Steph
n L. Sheets, City Attorney
TITLE: 1v»- ring r, General Licensing
Administration
Schedule "A"
MUNICIPALITY - 2008
I. Municipality. "Municipality," as used in the SESAC Performance License effective October 1, 2008
(the "Agreement") to which this Schedule "A" is attached, shall be defined as the following Municipality:
Name
Location
the City of Round Rock, Texas, a home -rule municipality
(the "Municipality")
II. Fee Schedule/License Fee.
A. The annual License Fee shall be based upon the "Population" of the Municipality as noted below:
"Population" License Fee for calendar year 2008
Under 25,000 $ 256
25,001 - 50,000 $ 510
50,001 - 100,000 $ 831
100,001 - 150,000 $1,213
150,001 -250,000 $1,659
250,001 - 500,000 $2,169
500,001 And over $2,746 + $256 for each additional
100,000 population
"Population"
94,601
This license will authorize audio and/or audio/visual musical performances (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 (1) 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.
III. This Schedule is incorporated and made part of the Agreement. Unless otherwise indicated, all
capitalized terms in this Schedule "A" shall have the same meaning as set forth in the Agreement.
Please do not detach — must accompany license
Please mail signed license to: SESAC, 55 Music Square East, Nashville, TN 37203
1207PD
DATE: October 27, 2008
SUBJECT: City Manager Approval — October 31, 2008
ITEM: Consider executing performance License for Municipalities with Sesac, Inc. for
Music Use Royalty Payment Agreement.
Department: Parks and Recreation
Staff Person: Nette Werling
Justification:
Request City Manager approval, licensing agreement.
Funding:
Cost: $831.00
Source of funds: 5421-100-2300
Outside Resources: N/A
Background Information:
Sesac is 1 of 3 performing rights organizations established to represent songwriter's and music
publisher's copyrighted works. These performing rights organizations provide a cost effective
method of obtaining permission to perform copyrighted compositions. Parks and Recreation
comply with all three organizations. This agreement covers all city functions.
Public Comment: N/A
UPDATED APRIL 2008