CM-2016-1162 - 8/12/2016TM
M00D_1
Rev. 6/95
AN INDEPENDENT AFFILIATE OF MOOD MEDIA CORPORATION Customer #:
www.moodtexas.com
❑ TEXAS WIRED MUSIC, INC. TEXAS WIRED MUSIC, INC. ❑ MUZICOM, INC. GULF BUSINESS MUSIC, INC.
4242 IH 35 North 3019 Alvin Devane, Suite 200 424 Executive Center Blvd., #115 1826 S. Padre Island Dr., #201
San Antonio, TX 78218 Austin, TX 78741 EI Paso, TX 79902 Corpus Christi, TX 78416
(210) 223-6383 (512) 472-2555 (915) 533-5545 (361) 855-2651
Fax: (210) 223-6411 Fax: (512) 472-2671 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
Phone: (592) 298-540: Email: kbrown@roundrocktexas.gov
ADDRESS: 221 E MAIN ROUND ROCK, TX 78664
to be installed existing
The term of this Agreement for COMPANY services shall be for a period of three(3)years beginning on the 1st day of August 2016
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 terms 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: SUB7C�ER:City of Round Rock
By: By:
Title: I 1 VI
Date of Signing: � Printed Name: L
Tax Payer ID or SSN:
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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 not be liable for any loss, damage, or delay caused thereby. 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
mail, COMPANY will credit SUBSCRIBER'S account with an amount equal to one -thirtieth (1/301h) 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 term or condition of this Agreement or if
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 constitutes the
consideration for this Agreement and there can be no pro rata cancellation thereof. Payment is to be in advance to the office of COMPANY as billed 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. Title to and ownership of all of the equipment is and shall remain in COMPANY. The equipment shall not become a part of the premises, and shall be free from any levy,
suit, warrant or other legal action on the part of any landlord or owner or other firm or corporation. Should SUBSCRIBER remove, sell or encumber in any way any of the
equipment, or attempt to do same, or should SUBSCRIBER vacate or dispose of the designated premises or discontinue its business there, or should SUBSCRIBER
default in any payment hereunder or otherwise violate any term 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 sole 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 default by COMPANY, then as liquidated damages, and not as
penalty, COMPANY shall be entitled to receive an amount equal to seventy-five percent (75%) of the monthly charges for each and every month of the balance of the
then current term 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 attorney's fees 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 parties' best present judgment as to the amount of actual damages which will be sustained by COMPANY as a result of a default by SUBSCRIBER
under the terms of this Agreement. The parties further agree that without relieving SUBSCRIBER of liability for the amount set forth herein, upon such default,
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 live 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 furnished by COMPANY, without written consent of COMPANY. SUBSCRIBER shall not dub, record, rerecord, transcribe or re -transcribe 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 Agreement.
5. SUBSCRIBER shall provide a power outlet within six (6) feet of amplifier locations, shall not change the location of the equipment nor make any additions to or
alterations 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 premises 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 shall 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 COMPANY'S 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 term 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 consequential 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 MERCHANTABILITY AND FITNESS. It is expressly agreed that the consideration stated on the fact hereof is a factor in this limitation of
liability.
7. SUBSCRIBER agrees to pay all federal, state and municipal taxes, excises, fees and other imposts now or hereafter levied or required to be collected by COMPANY.
8. 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 (1%%) 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 side of this Agreement, Section 2 on 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 terms of this Agreement. In the event that the monthly charge
payable hereunder shall, at any time during the term hereof, be increased by COMPANY by more than twenty percent (20%) during any two (2) year period,
SUBSCRIBER shall have the right, at any time within sixty (60) 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 hereinabove, 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 furnished 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 shall not in any manner disassemble, dismantle, alter or attempt to repair or 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 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. The non-recurring initial investment or
installation charge described in Section 3 of this Agreement is premised upon work 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 shall contain all of the terms and conditions of the Agreement between SUBSCRIBER and COMPANY. Any oral
or other representations which may be made by sales representatives or COMPANY shall not be considered a binding part of this Agreement unless said representations
are contained herein.
13. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and/or legal representatives.
14. Venue of any dispute arising out of this Agreement shall be in Bexar County, Texas. This Agreement shall be construed under the laws of the State of Texas.
15. SUBSCRIBER agrees to pay all of COMPANY'S attorney's 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 collection agency.
MOOD&'H
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Exhibit A - COMPANY SERVICES
Subscriber / Address: City of Round Rock
Subscriber's Signature:
❑E Music:
221 E MAIN ROUND ROCK, TX 78664
Encompass LE2 music service to be provided to a Client Owned
COMPANY -owned equipment to include: 3 music receiver(s), 1
Date:
sound system.
satellite dish, - speaker(s),
horn(s), - amplifier(s), - volume control(s) and 1 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: $ 98,00
❑ Voice:
Set Up/ Installation Fee: $ existing
* Marketing on Hold 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 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:
❑ Television:
Set Up/ Installation Fee: $
leased television satellite receiver(s), 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.
x 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 15 slides per
quarter) or Package B (up to 30 slides per quarter).
Monthly Rate: $
❑ Digital Signage Only:
Set Up/ Installation Fee: $
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: $
❑ Scent:
Set Up/ Installation Fee:
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:
COMPANY -owned equipment to include:
(Service Provided)
service to be provided to
Monthly Rate: $ Installation Fee: $
❑ 1 am interested in setting up our account for credit card payment or auto -draft payment.
City of Round Rock
Subscriber / Address: 221 E MAIN ROUND ROCK, TX 78664 Subscriber's Initials:
TMI
MOOD*
AN INDEPENDENT AFFILIATE OF MOOD MEDIA DOPPOPATION
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
August 2016:
If the Subscriber relocates its business during the term of the Service Agreement
described above, then the Company shall relocate all leased equipment to the
Subscriber's new place of business at no expense to the Subscriber.
If the Subscriber ceases doing business during the term of the Service Agreement
described above, then the Subscriber may terminate the Service Agreement by giving the
Company written notice of its desire to do so 30 days prior to requested termination date.
If the Subscriber sells the building or business 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 on the date of the sale, then the Subscriber will be automatically
relieved of its obligations under the Service Agreement, and the new owner may terminate
may terminate the Service Agreement by giving the Company written notice of its desire to
do so within the 60 day period that follows the sale closing date. In the absence of such
notice, the terms of the Service Agreement will remain in force with respect to the new
owner.
If the subscriber experiences "habitual" service problems during the term of the Service
Agreement described above and the Company is not able to remedy the problems after
receiving notice of the problems from the Subscriber, the the Subscriber may terminate
the Agreement by giving the Company written notice of its desire to do so. The term
"habitual" for purposes of this paragraph shall mean occurring four or more times a year.
COMPANY:
Texas Wire4Wusic, Inc.
By
Name Brett Balthrope
SUBSCRIBER:
Name
e -
Title President Title
(`5
Date „ — j 'b l " t fo Date �����
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a Service Agreement with Texas Wired Music, Inc to
supply Encompass LE2 music services to designated City Facilities.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 8/12/2016
Dept Director: Will Hampton, Director of Communications and Marketing
Cost:
Indexes:
Attachments: Contract Approval Form—Mood TX, Contract_moodtx
Department: Communications and Marketing Department
Text of Legislative File CM -2016-1162
Consider authorizing a Service Agreement with Texas Wired Music, Inc to supply Encompass LE2 music
services to designated City Facilities.
Texas Wired Music, Inc. contract is a three year agreement that allows a monthly subscription service
it's library. Music obtained through Texas Wired Music, Inc. is utilized through three music receivers, 1
satellite dish and 1 cabling network. All music utilized through Texas Wired Music, Inc. includes royalty
fees to ASCAP, BMI, and SESAC.
Staff recommends approval
City of Round Rock Page 1 Printed on 811112016