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CM-10-01-020❑ TEXAS WIRED MUSIC, INC UQ TEXAS WIRED MUSIC, INC 4242 N. ion Am Expwy. San Antonia TX 78218 (210) 223.6383 Fox(210)223-6411 muzak 3019 Alvin Devon, Suite 200 Austin, TX 78741 (512) 472.2555 Fox(512)472-2671 cust# 000 So'� NF bili to# began billing filed as 0 GUI BUSINESS MUSIC, INC. 0 MUZICOM, INC. 1826 S. Podre Island Dr., #201 Corpus Christi, TX 78416 (361) 855 - 2651 Fox (361) 855.9091 424 Executive Center Blvd., N115 El Paso, TX 79902 (915) 533- 5545 Fox (915) 532.7253 hereinafter called the COMPANY, shall Furnbh COMPANY services under this Agreement. Upon the COMPANY'S acceptance of this Agreement, this Agree. mem shall constitute a contract with the undersigned SUBSCRIBER to furnish COMPANY services to: SUBSCRIBER C»+1 0+ to c I -oC.J( Phone: /72'Al S`1Uq ! ,A,� t" � Fax: 172--.1-18 ' 7i'`19 at 424-4 g /v riu vt K�� i +k Y'" 786.4 q- to be installed e'ar!'$th Address i 1. The COMPANY hereby agrees to make available to SUBSCRIBER at the above designated premises the daffy COMPANY services, as they may from time to time be constituted, and at the times furnished. SUBSCRIBER agrees to and does hereby accept the COMPANY services as made available and as they from time to time be constituted and at the times Furnished. 2. In order to enable SUBSCRIBER to receive COMPANY services, COMPANY shall install and keep the receiver and antenna in operatingcondiffon. COMPANY shall also furnish the equipment described hereinbelow. 3. The term of Agreement For the COMPANY services shall be for a period of five (5) years, beginning on the /5-d Y 2�t1 and continuing thereafterforlikesubsea periods, utt da of subsequent peri s, est terminated by sitter party by written notice sent to the other at the above address, at Mast sixty (60) days, but not more than six (6) months prior to the expiration of the original term or any then current renewal terms. The commencement date of this Agreement shall be the commencement dale written above or the initial date For which COMPANY ANY services are billed hereunder, whichever is toter. TYPE OF SERVICES AND AREA TO BE SERV, ED: e Muzake's � � rlCX.r t I Qd music programing to be provided to a SI.J SCA Owt4t sound system. Muzak" leased equipment to include (amplifiers ( ' ) speakers, ( ,/" jvolume controls, (1) Muzak" Musk receiver and satellite dish, and ( t ) complete cabling network. Routine maintenance to be provided on all leased equipment at no additional cost to the Subscriber. The Subscriber assumes all responsibility for maintenance on Subscriber -owned equipment. The Company assumes the payment of all music licensingfees required by ASCAP and BM in connection with the use of Muzak programming only. ASCAP and BMi fees associated withe use of television, five performances, CDs, radio or any other program material are the responsibility of the Subscriber. This Agreement replaces all previous agreements except Marketing on Hold agreements, if any, between the parties. 4. The total consideration, payable to the COMPANY offices, for the furnishing of the 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, to wit: MONTHLY INVESTMENT $ rJ 9 h .s° NON-RECURRING Initial Investment $/k When signed by the SUBSCRIBER and accepted by COMPANY, this order, 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 the SUBSCRIBER. s s Accepted by the COMPANY By. tctk Dale of Signing: 179159.pdf CA- 10 -01020 rz-z1-©CI ibe,* d 16c,‘J Primed Name: )(-- use,, P.�. Tax Payer ID or BSN: CONDITIONS AND STIPULATIONS WHEREIN IT IS MUTUALLY AGREED: 1. In the event COMPANY Services am not furnished by COMPANY to SUBSCRIBER because of striae, mechanical failure, the elements, act of God, government rulings or regulations, emergencx or other causes In the public Interest, for any reason, similar or disinter,, beyond the control of COMPANY, the same shall not be deemed to be a breach of this Agreement, and COMPANY shall not be liable for any bee, damage, or delay caused thereby. IfCOMPANYSenecas are not supplied bSUBSCRIBER toreperiod of twenty-four (24) oonseoudva hours and if SUBSCRIBER ghees to COMPANY prompt notice d such Intendptlon In writing sent by registered mall. COMPANY wilicredt SUBSCRIBERS account watt an amount equal loons -thirtieth (1/301h) of the monthly tee for each consecutive twenty-four (24) hour period during whim such Intern/piton exists. Such credit shall not be ghren if interruption results from a breach of SUBSCRIBER of any term or condition of title Contractor 11 SUBSCRIBER is in deisudt of any payment due for COMPANY Services. 2. The consideration for this contract is computed on the basis of a My specified term so that the toted of the monthly payments terrain specified constitutes the consideration for this contract and there can be no pro rata cancellation thereof. Payment is to be In advance hi the office of COMPANY as bgiei by COMPANY either monthly, quarterly or annually. COMPANY is not to be responsible for any payments made unless by check payable to the order of COMPANY. 3. Tete to and ownership of all of the equipment Is and shah remain in the COMPWY.The equipment not become a part of thees, and shag be free from my levy, suit, warrant or other legal action on the part of any landlord or owner or other firm or corporation. Should the SUBSCRIBER remove, cell encumber kr any way any of the equipment, or attempt to do same. or should SUBSCRIBER vacate or depoee of the designated premises or dlsoontinue Ks business there, or should the SUBSCRIBER default M any payment hereunder or otherwise violate any term or condition of tints 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, the COMPANY, In its sole dleoreQon. may declare this Agreement to be in default by SUBSCRIBER or COMPANY shall be deemed a waiver of any of its other rights or remedies. 4. li Is etipcdated by and between the parties hereto that the SUBSCRIBER shag not use the COMPANY Services to displace a ihre orchestra, or live entertainers, nor shall the SUBSCRIBER allow SUBSCRIBER'S tenents to use the COMPANY SeMcse, nor use the mimic. outside the premises designated hereinbefore on the front hereof, nor use any equipment furnished by COMPANY, without written consent of COMPANY. SUBSCRIBER shop not dub, record, rere crd , transcribe or retranecrtfa 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. ment are not included within this Agreement.Copyright performance tees for Ave entertain 8, SUBSCRIBER shell provide a power outlet within obi (8) feet pf amplifier locations, shall not change the location of the equipment nor maks any additions to or alterations in it or the associated transmitting or receiving equipment, and shall be responsiiblee for good condition of same (including being responsible for any fire, lightning, flood, etc. damage to COMPANY'S equipment), subject to reasonable use thereof. If In the actual installation of the equipment any alterations or improvements In the premises are required to be made, the sane shag at alt times remain a part of ire premises whereto COMPANY equipment is installed and upon removal, COMPANY shall not be responsible for reasonable damage to the premises and shall not be requtred to remove, repair, replace orothewise reestablish the orglnal set of conditions. SUBSCRIBER further agrees that it, Its agents employees, MI not attempt at any time to remove or relocate any and all of the equipment provided to SUBSCRffiER by COMPANY. 6. As part of the oonaid.raton of this contract, SUBSCRIBER agrees to inspect the installation of COMPANY'S equipment In the premises of SUBSCRIBER, including she antenna and Its anchors, within 14 days of the completion of the installation of COMPANY'S equipment. if SUBSCRIBER does not report to COMPANY any deaciendee 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, Inducting 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 ootid have asserted agakut COMPANY far damages relating to such installation. COMPANY end SUBSCRIBER agree that the only warrent' a COMPANY la that the aqufpment covered hereby will be free of defects in materials and workmanship during the term of this Agreement. The exclush a 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 gable for any consequential or kiddental damages. No waiver or modifications hereof shall be valid unless made In wilting and atoned 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 MERCHANTABILITY ANO FITNESS. It Is expressly agreed that the coaslderation stated on the fad hereof is a factor in this Mmttaton of liabglty. 7. SUBSCRIBER agrees to pay all federal, state and municipal taxes, excises, lees and other imposts now or hereafter levied or required to be collected by C014PWY. 8. SUBSCRIBER shah, and doss 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 thin Agreement. 9. The advance payment shown on the reverse side hereof is due on the first day of the payment period. A late chduge fo one and one-half percent (1 1/2%) per month or the highest rate allowable by law (whichever is lesser) stall be imposed upon all accounts thirty (80) days past due. 10. Notwithstanding Section 4 on the front side of this Agreement, Section 2 on the reverse side of this Agreement, or any other the COMPANY can lnorease the ninthly installment described herein during the initial term and any renewal terms of Ws provision contained heroin b the contrary, paale hereunder shall, at any tine during the term hereof, be increased by COMPANY by more than twenty percent (20%) duringA any two (2) year period, the SUBSthe event that the CRIBER h have e the right, at any time within sixty (60) days after the date upon which written notice of such increased monthly tate la mailed by COMPANY, to terminale this contract upon seven (7) day's written notice, by certified map to COMPANY at Its address hereinabove, of the SUBSCRIBER'S election to do so. 11. The remains the parties agree that only authorized repairmen as approved by COMPANY shag be allowed to perform maintenance or relocate the furnished equipment (which iemains 0. testing.property y of the maitalon replacing SUBSCRIBER shall grant free access to the COMPANY of persona so designated byll, to the furnished equipment for the purposes of ep�ng h equipment. SUBSCRIBER shall Immediately notify COMPANY of any breakage, distortion, disruption. mechanical or electrical faikrre, and shall not In any manner dlsassembie, dismantle, after or attempt to repair or adjust any of the furnished egtepment. SUBSCRIBER shall be Icicle for breakage and maintenance required beyond "routine mafntonance as determined by COMPANY, which is herein defined to include the failure 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, then SUBSCRIBER sprees to pay same. SUSBCFUSER further agrees that In the event COMPANY elects to innate charging a service fee for all sarvloe cele to two its vehicle costs, then SUBSCRIBER premised upon the work being performedduring orrmmsworl ing SUBSCRIBER des tion to be performed at other times,es to ,SSUBSCRIBER shallpay, same. This hon receipcharge t t of invoice therefor, any direct overlma equipment. If it is necessary to uIIize any eeffect installation of the sputtpenherein. SUBSCRIBER agrees that it will provide and install any such conduit at is oven expense or authorize COMPANY to providesame r sof In addition bto the instaIatiwh charge 12. SUBSCRIBER and COMPANY agree that this document shall contain ant et the terms and conditions of the agreement between SUBSCRIBER and COMPANY. My representations which maybe made by sales representatives of COMPANY shall not be considered a binding pert of this Agreement unless Bald representations are contained herein. oral or other 13. 14. This Service Contract shalt be binding upon and inure to tho benefit of the partes hereto and their respective successors, assigns, heirs and/or legal representatives. Venue of any dispute arising out of tis Agreement shalt be in Bexar County, Texas. This Agreement shall be construed under the laws of the State of Teras. 18. SUBSCRIBER agrees to pay ant 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 14 any bee charged by COMPANY'S collection agency. DATE: January 11, 2010 SUBJECT: City Manager Approval ITEM: Consider executing a service agreement with Texas Wired Music, Inc. Department: Administration Staff Person: Will Hampton Justification: This company provides the background music for the local government channel. We just completed a five year agreement and would like to enter into another five year agreement. The cost for this service remained the same from the previous years. Strategic Plan Relevance: Funding: Cost: $702.00 annually / $58.50 per month Source of funds: General Fund — 5216-100-12000 Outside Resources (if applicable): Texas Wired Music, Inc. Public Comment (if applicable): N/A UPDATED APRIL 2008 10 19 09 Request for City Council/City Manager Action NM City Council 101 City Manager Submit completed form for all City Manager and City Council approvals. Department Name: Administration Contact Person: Sara White / Monique Adams Project Mgr/Resource: Will Hampton Project Coordinator: Monique Adams Assigned Attorney: Steve Sheets City Council or City Manager Approval Date: Agenda Wording For Adminlstratioh ME ONLY 13 Received: Tag#: CM- if) -Q 1- 02.0 Original Documents Received: Project Name: MUZAK ContractorNendor: Texas Wired Music, Inc. Funding Source: General Fund Additional funding Source: Amount: Account Number: 5216-100-12000 1/15/2010 702 Consider executing a service agreement with Texas Wired Music, Inc. Finance Information Is Funding Required? Yes No Initial Construction Contract Construction Contract Amendment # Change Order =Change in Quantity =Unforeseen Circumstances EJ Initial Professional Services Agreement Supplemental Professional Service Agreement Purchasing/Service Agreement Purchase Order Item(s) to be purchased monthly service amount $58.50 Other (Please clearly identify action below) Amount 702 Required for Submission of ALL City Council and City Manager Items Project Mgr. Signature: Will Hampton Date: Dept. Director Signature: Will Ha pton Date: *City Attorney Signature';,. jjT_i Date: City Manager Signature: � Date: 1/11/2010 1/11/2010 H5-10 HS- Jo *City Attorney signature is required for all items. REVISED 1/11/2010 10 19 09 Request for City Council/City Manager Action City Council City Manager Submit completed form for all City Manager and City Council approvals. Department Name: Administration Contact Person: Sara White / Monique Adams Project Mgr/Resource: will Hampton Project Coordinator: Monique Adams Assigned Attomey: Steve Sheets City Council or City Manager Approval Date: Agenda Wording For Administration Use ONLY Received: Tag #: Original Documents Received: Project Name: MUZAK ContractorNendor: Texas Wired Music, Inc. Funding Source: General Fund Additional funding Source: Amount: 1/15/2010 702 Account Number: 5216-100-12000 Consider executing a service agreement with Texas Wired Music, Inc. Finance Information Is Funding Required? Yes Initial Construction Contract Construction Contract Amendment Q Change Order =Change in Quantity Initial Professional Services Agreement Supplemental Professional Service Agreement Purchasing/Service Agreement Purchase Order Item(s) to be purchased No # E1Unforeseen Circumstances monthly service amount $58.50 Other (Please clearly identify action below) Amount 702 Required for Submission of ALL City Council and Citv Manager Items Project Mgr. Signature: Will Hampton Dept. Director Signature: Will Hampton *City Attorney Signature: City Manager Signature: Date: Date: Date: Date: 1/11/2010 1/11/2010 `City Attorney signature is required for all items. REVISED 1/14/2010 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: ADMINISTRATION Project Mgr/Resource: MONIQUE ADAMS nCouncil Action: ORDINANCE Agenda Wording Project Name: SERVICE AGREEMENT ContractorNendor: TEXAS WIRED MUSIC, INC. n RESOLUTION City Manager Approval CMA Wording Consider executing a service agreement with Texas Wired Music, Inc. Attorney Approval ElAttorney Notes/Comments Date O: \wd ox\S C C I n t s\0112\0904\M I S C\0017 8 048 Updated 613108