2001-450AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO AN
AGREEMENT WITH THE AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND
PUBLISHERS ("ASCAP") TO PROVIDE A LICENSE TO PERFORM PUBLICLY ON
PREMISES, EVENTS AND FUNCTIONS NON-DRAMATIC RENDITIONS OF SEPARATE
MUSICAL COMPOSITIONS IN THE ASCAP REPERTORY, AND PROVIDING AN
EFFECTIVE DATE
WItEREAS, the American Society of Composers, Authors and Publishers ("ASCAP")
hold the licensing rights for numerous musical compositions and the artists who created those
compositions, and
WHEREAS, the City of Denton plays music on Channel 26, the Denton Government
Access Television Channel, and holds and participates in a number of special events where
music is played, and
WHEREAS, the International Municipal Lawyers Association has recently negotiated a
new Model License Agreement for Local Governments with ASCAP, and
WHEREAS, the City Council deems it m the public interest to enter into this Model
License Agreement, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute and enter into a
License Agreement (Local Governmental Entities with ASCAP) in substantially the form of the
attached License Agreement
SECTION 2 That the City Manager is authorized to make the expenditures and take the
other actions necessary and required under the terms and conditions of the License Agreement
SECTION 3 That this ordinance shall become effective immediately upon its passage
and approval
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
Page 2
OGT,-29'O2(TUE 10:44 ASGAP TEL:770805341~. P, 002
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LiCRNSE ~.O KF..EME1,4T
LOCAL GOVERNMENTAL ENTITII
between the Arc~rioan Society of Composers, Authova and Publishers ("ASCAP") located uL 2690 C,u,.,m~.erlm~d P~rk'
mta. OAB0339and C'i~y of Denton, Texas (-LiCENSEE,,),locatedat215 East: 14cK'ln~ley; Den
t and Term of License
~.P grants and LICENSEE acccprs a license to perform publicly on the "Premises" mat at "Even,-" and "Functions,"
3r o~ise, non-dramatic rendkio~ of~e septets mmi~l composifio~ in ~e "ASCAP mppm." ~o
icensed under this Agr~ment may be by me~ of"Live Enrollment" or "Mech~ical Music". For put,ns of fbi
"LICENSEE" shaft include the named entity and any of irs constituent bodies, departments, agencies or leagues.
'Mcohlmicnl Music" m~mnS muSic which is performed at thc Premises by muans other th. an by Live musicians who
rformJng at the Premises. including, bur not timited to (A) compact disc, audio record or audio tape players (but not
ling "jukeboxes"), (Bi videotnpr, videodisc or DVD playora; (C) the rcooption and communication st the premises o£
or tclovision transmissions which originate out~ida the Premises; and which ere not exempt under the Copyright Law;
a music-on-hold telephone system operated by LICENSEE at the Premises.
"Live Entertainment "means music that is performed at the Premises by musicians, singers ar other performers.
"Premises" means buildings, hospitals, ai.rports, zoos, museums, athletic facilkies, and recreational facilities.
ling. but nns limited to, commtmity centers, parks, swimming pools, and skating rin~ owned or operated by LICENSE
. sire which has been engaged by LICEg, ISEI~ for use by LIC~'-N$IiE.
"ASCAP cepettory" means all copyrighted mu~icM compositions written or published by ASCAP membms or
~s of'affiliated foreign performing tights societies, including ¢ompesitions wHuan or published during the term of raj
meat and of which ASCAP has thc tight m license non-dramatic public performances_
"Events" and "Functions" meana any activity enndumd, sponsored, or presented by or onder the auspic~ of
qSF_.~. Except as set fo.,Q in paragraph 2.(d) below, "Events" and "Func6ons" sba]] include, but are not limited to.
cs and exercise ala$ses, athJetic events, dauc~ and othcr social events, ooneszts, t'estivals, ~ and cr~ fa. ira, and
h~id tmdex the auspices of or ~ponsorcd et promoted by LIC~N~£R on the Pretenses.
"Special Events" means musical even~ cone. em, shows, pageants, sporting events, festivals, competitions, and
,aura oflimimd duration presented by L1CI:N'SEE for which the "Gross Revenue" of such Special Event ex~eeds
}0 Cas defined in paragraph 4.(d) below).
tg:eemnnt shall be for an initial term atone yea~, oommencing November 15 r 20,0 I, which ~all be nonsidered the
,f this Agzeeme~r. and nominuing thereaf~n' for addirienal terms of oas yea~ ceeb. Either pc. Wy may give notion o.t'
rte other no lam~ than thilw (30) days prior m th~ ~nd of the initial or my renewal term. lfsanh notice is given, tho
terminate on the last day of the term in which notice is given.
itions On License
coase iS not assignable or transfe4"able by operation of law or otherwise. This liaenso docs nut authorize LICENSEE
my right to perform publicly in any maunet any of the mnsical compositions licensed under this agreement, nor does i
ubllc performances st any of the Premises in any mariner except as expressly herei~ provided.
cens~ does not authoriz~ {ii the broadcasting, telecasting or transmission or retransmissinn by wire, lnterent, website
~ndRtons of musical compositions in ASCAP's repertory to persons outside of the Premiss, other than by means o£a
telephone system operated by LICENSE£ at the Premises: and {ii} performances by means of background music
:her services delivered to the Premise~. Nothing in this paragraph shall be dccmcd to limit LICENSEE's right to
oas of musical compositions in the ASCAP repertory to those who attend Events or Functions on the Premises by
,nferencing, videocout%tenaing or similar technology.
cease is limited to non-dramatic performanoe~, and does not uuthorize any dramatic oertbrmances. For purposan of'th:
ramatic performance shall include, hut not be llmhed to, the tbllowing:
pe~btmance of a "dramarico-musieai work" (a~ hcreinal'ter defined} in irs entirety:
performance of one or more muSic:al compasition$ from a '"Jramarmo-masical work {as herelnefter det~nedl
mnied by dialogue, pantomime, dance, stage action, et vfsual representation et'the work from which the music is
performance of one or more musmaJ composJtinn~ as part ot'a story or )}lot. whether accompanied or
rnpanied by dialogue, pantomm~e, dance, stage auuon, or wsual repretcmation:
performance 0f a conccr~ ,:ersion ,ff a "d~matico-musJcai work": us hereinafter defined 1.
~afico-musjcal work" ;m used Iff this Agreement. shall ;nciade. but not bu limited ~o. a musicui comedy, opera, play wit
ballet.
(d) Th~s license does not authorize peri'ormances
0) at,any convert(lOp, 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 umversmes
(nl) 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
(vO by means o2 a cmn operated phonorecord player (jukebox) for wNch a hcense ~s otherwise avadable from the
Jakebox License Office
3 License Fee
(a) in consideration of the hcense granted hereto, LICENSEE agrees to ply ASCAP I license ~-ee which includes the total of
the Base License Fee and any apphcable Specml Events License Fees all pt which shall be calculated m accordance with the Rate
Schedule attached to and made part of th~s Agreement For purpose~ of tins Agreement,
0) 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 pubhshed U S Census data [t does not include any fees due for
Special Events
(ti) 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
(hi) LICENSEES who are legally orgamzed as state munlmpal and/or county leagues or state associations of municipal
and/~rc~untyatt~rneyssha~~berequiredt~pay~n~ythefeeunderScheduleC~ftheRateSchedu~e Such leaguesor
assoctatmns are not SUbleCt to Schedule A or Schedule B of the Rate Schedule Fees paid by such leagues or assomatlons
do apt cover performances of the mumc~pahty county or other local government entity represented by the league or
association Schedule C tees are not apphcable to municipal county or other local government entrees
(b) Unless otherwise limited by law LICENSEE shall pay a finance charge of I 5% per month from the due date, or the
maximum amount penmtted by law whichever ts 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 th~s Agreement LICENSEE shall submit
(0 a report stating LICENSEE's population based on the most recent pubhshed U S Census data The population set
forth in the report shall be used to calculate the Base License Fee under this Agreement and
(n) a report containing the information set forth m paragraph 4 (c) below for all Specml Events that were presented
between the effective date of thls Agreement and the execution of thru Agreement
(b) The Base License Fee for the first year of this Agreement and any hcense fees due for Specml Events that were presented
between the effective date of this Agreement and the execution of INs Agreement shall be payable upon the execution of this
Agreement
lc) Base L~cense Fees l:or subsequent years shall be due and payable within 30 days pi the renewal date of this Agreement and
shall be accompamed by a statement confirming whether any Special Events were presented during the previous calendar year
(d) N~nety days after the conclusion of each Special Event LICENSEE shall submit to ASCAP payment for such Spemal
Event and a report in printed or computer readable form stating
0) the date presented
(u) the name of the attractmn(s) appearing
(Ill) the 'Gross Revenue of the event 'Gross Revenue means'all montes received by LICENSEE or on LICENSEE S
behalf from the sale of uckets tot each Spemal Event If there are no rapines from the sale of tinkers "Gross Revenue' shall
mean contributions from sponsors or other payments received by LICENSEE for each Special Event
(~v) the hcense fee due for each Specml Event
If LICENSEE presents sponsors or promotes a Special Event that ~s reportable under Rate Schedule B w~th another person or
entity hcensed ander an ASC'~P L~cense Agreement, LICENSEE shall red,cate the name address phone number and ASCAP account
number of the other personl sl or enmyOes) and the party responsible lor payment lor such Special Event If the other party ~s not
hcensed by ASCAP LICENSEE shali pay the hcense fee due hereunder notwtthstandmg ~ny agreement to the contrary between
LICENSEE and the other party
llh LICENSEE aerees to lurmsh to AS( *,P where available copies of fll proorams pt mas~cal works performed which are
prepared for dlstrlbuno-n to the audience or tot the use pi mlormanon pi LI(_ENS~E or an,, departnlem lbereot Tht.. programs shall
nclude ail ~.ncores to the extent possible LICENSEE shall be under no obhganon to turmsh programs x~ hen the), have not been
otherwise prepared
(g) ~.SC AP shall have tile ,-lght to examine LICENSEE S books and records it LICENSEE '~ pi,ice ~;1 business daring normal
business }lours to stlch extent as may be necessarv lo verify the reports required hv p ~r lgrlph a {bi above ASC Al~ shall have the oght
to adlust LICENSEE , Base L tense Fee b ~sed upon the most ecentlx x ul tbie ~e,.qsed population flgure~ and Population Esumates
OCT.-29' 02(TUE) 10:45 ASCAP TEL:770805341° P. O04
Uponanyl
LICENS~I
said ~irty!
cventofsff
ASCAP
substantia
political
tcrminntio
that any ~
municipali
]~amples ~
creed, coh
ASCAP or
:ceognlzed
tho approp:
cha~ge of;
:reach or Default
'each or default by LICENSEE of any term or condition herein contained, ASCAP may tcrminatc this license by givir
thirty days notice to cure such breach or default, and in the event that such br¢:gh or default 5a~ not been cured withi
we, this license ~all terminate aa the expiration of such thirty.day periOd without fu~her notice from ASCAP. In
h termination, ASCAP shall rcfB~d on a pro-rats basis to LICENSEE any unearned license fa~s pakt ia advance.
tterference in Operations
hav~ thc tight to terminate this license upon thh'ty days written no6ce if there is any major intcrferem:e with, or
crca~e in the ,'asr of, ASCAP's operations as ~e resu}t of my law in the state, tenitov/, del~nde~cy, possession or
division in which LICENSEE is located which is applicable to the licensing ofperFo~ing rights. In the event of sod
ASCAP shall refund to LICENSEE on n pro-ram basis any unearned license fe~ pa/d in advance.
on-Db, erilrdnation
:cogaizes that ASCAP must liceme all similarly situated users on a non.discriminatory basts- LICENS~ agrees
,diflcadons to this Agreement by ASCAP, which are required by local, state or federal law for other
~, counties a=d other governmental entities shall not constitute discrimination bctv~en similarly situated users
such modLqcations ate smtemen[s or' equal employment opportunity or nondisc~imLaadon on the ba~ of rac~
, sex or national origin.
slices
ICE2qSEE may give any notkc r~quircd by this Agreement by sending it by ccrti~cd United Stat~s M~I, by g~c~ly
~e-day ur ov~i~t dclivc~ sc~iec or by clcc~nic ~iseion ii.c. Mail~, ~mile or ~ ~u)
~te p~o~o~ce ~ H~d ~. ~h p~ a~ ~ no~ ~ o~er of any ch~ in ~n~Ct inf~afi~, s~ ~
~ess, ~ge ofperso~ee ~ons~lg ~. wi~ 30 ~ys of such ch~ge.
5 WH~REOF, this Agz~e~t has b~.a duly executed by ASCAP and LICENSEE, this =.
day of
AMER[C.A~OC[ETY OF CO~aO~RS,
requircJ. 0 8
Ail
noti~ and ~orn ar~ to be sent tO;
Account Se vi~s D~em
ASaP
2690 Cumi ~rl~ P~k~y, Suite 490
Atlan~, O/ 30~39
800-~0~A~ ;2 (phone}
Emil:
Title: C~t:y, Manager
Name: 1/Zchael A, Conduff
Tit~: Clty Rana~ez
Address:.~ttv of Danton
215 g. MeK~m-~e¥ ~C,
~n~on. TY 76201
Pho.e: 940/349-8307
Fax:, OAO/3A~-.RSqR
Email:
2001-2002 Account No
ASCAP REPORT FORM
FOR LOCAL GOVERNMENTAL ENTITIES
Licensee Repol~ Completed By
Tale Date Completed Lmall Address
Telephone No [*ax No Web S~te Address
CERTIFICATE I hereby cemfy that the data reported below is true and correct as ofth~s -- day of 200 _
SCHEDULE A - BASE LICENSE FEE (Due upon ~xecutton o£Agr*em~nt and vathm 30 days o£th~ Agreement's renewal date)
REPORT YEAR POPULATION BASE LICENSF FEE $
{Per current U S Census Data) (Please refer to Rate Schedule)
SCHEDULE B - SPI~CIAL eVlarq ! ~- [~xcportanapuym~n*uu .... · ......................... *
X 0 1 $ Add~e~s
Name
X 01 $ Address
X 01 $ Address __
SCHEDULE C - STATE MUNICIPAL AND/OR COUNTY LEAGUES OR STATE ASSOCIATIONS OF ATTORNEYS
RLPORPYLAR ANNUALLICI-NSEFEt $25000 (Duev~tfim3Odayso£renewaldate)
ITotal Fees Reported From Any or All of Schedules A, B or C $
ASCAP 2690 Cumherland Parkway State490 Atlanta GA 303393913 8005054052 7708053475 (Fax) Emad mun~c~paLhcensmg(~ascapcom