HomeMy WebLinkAbout04-0616 SESAC o4- Obi(
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SESAC 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 Flo-in ("LICENSEE")
(Legal Name oftntity)
(Billing Address) 1 50 Dexter Court
(City, State, ZIP) Elgin, IL, 60120
Telephone: (847) 697-3616 Fax: (R47) 931-5940
E-mail: hemmens@cityofelgin.org
SESAC and LICENSEE hereby mutually agree as follows:
1. GRANT OF RIGHTS: Effective as of January 01. 2004, (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 toy license (the "Compositions") solely on and in connection with the following::
Name: City of.Elgin . ` ; _. -•
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Location: Elgin, IL (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. LIIVIITATIONS 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
Iucatiuit-(utlli:ss-lid to the extent otherwise expressly permitted in Schedule "A");
B. the right to grant the Rights to any third party;
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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
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
(4/(0/DE1
(Please insert today's date)
)
LICENSEE SESAC, Inc
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BY: j,,eitif2,171, BY: /vtev r-�(Plgn here)
Sean R. Stegall
(Type or print name)
Manager, General Licensing
TITLE: Assistant City Manager TITLE: Administration
Please mail signed license to: SESAC
55 Music Square East
Nashville, TN 37203
MAMGLUR/QTXT/SIGNATUR - 02/1/02 -City of Elgin - 63-12-01011 RE" GI v En
JUN 1 8 2004
-3-
> > > > > PLEASE DO NOT DETACH -MUST ACCOMPANY LICENSE < < < < <
Schedule "A"
MUNICIPALITY - 2004
I. Municipality. "Municipality," as used in the SESAC Performance License effective
January 01. 2004 (the "Agreement") to which this Schedule "A" is attached, shall be defined
as the following Municipality:
Name: City of Elgin
Location: Elgin, IL (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 2004
Under 25,000 $ 210
25,001 - 50,000 $ 420
50,001 - 100,000 $ 683
100,001 - 150,000 $ 998
150,001 - 250,000 $1,365
250,001 - 500,000 $1,785
500,001 And over $2,258 + $210 for each additional
100,000 population
"Population:" 94,487
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.
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The Hemmens Cultural Center
ADDENDUM #1 TO AGREEMENT
Proposed Amendments to the License
ATTENTION Please read and initial each of the proposed amendments to the Contract
listed below.
PAGE #1 First PARAGRAPH : Paragraph shall read "Agreement made by and between
SESAC. Inc. ("SESAC"). a New York corporation, with offices at 55 Music Square East,
Nashville. TN 37203 and
Initials
PAGE #1 PARAGRAPH #2A : Paragraph shall read " the right to broadcast. televise or
otherwise transmit the Compositions to any location (unless and to the extent otherwise
expressly permitted in Schedule "A"):
Initials
PAGE #1 PARAGRAPH #2B : Paragraph shall read "the right to grant the
aforementioned rights herein to any third party"
Initials
PAGE #2 PARAGRAPH #2E : Delete paragraph.
Initials
PAGE #2 PARAGRAPH #3C : Insert new paragraph. Paragraph shall read
"Notwithstanding anything to the contrary contained herein, Licensee shall have the right
to terminate this agreement upon thirty (30) days written for any or no reason. In the
event of such termination, any prepaid fees shall be refunded to Licensee on a per diem
basis within thirty (30) days of such notice."
Initials
PAGE #2 PARAGRAPH #4C : Delete paragraph.
Initials
PAGE #3 PARAGRAPH #5E : Insert new paragrah. Paragraph shall read "This
agreement shall be governed by the laws of the State of Illinois. Venue for the resolution
of any disputes or the enforcement of any rights arising out of or in connection with this
agreement shall be in the Circuit Court of Kane County, Illinois."
Initials
PAGE # PARAGRAPH # :
Initials
Form W-9 . Request for o Taxpayer
Give form to the
(Rev. January :CO3 requester. Do not .
Identification Number and Certification
C••evarcment at lie Treasury • send to the IRS.
internal Revenue Ser.,ea
Name .
c, SESAC, INC.
a business name,it different from active
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a 1---1 Individual/ r-1 Exempt(torn_ackup
u Check appropriate toy I t' Sole_rooreter Il Corporation Li ?ar.nersnic Li c„-,, ' _ 1 withholding -
p
H cc ass(numoer,street,and a_c or torte no.) Raouester';namaanc address(optional)
55 MUSIC SQUARE EAST
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City. state. and ZIP coca
iu NASHVILLE TN 37203
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List account numter(5)Hera(optional)
a
poet t Taxpayer Identification Number (TIN)
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Enter your TIN in me.appropriate box. For individuals. this is your social security number(SSN). Social security number
However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on I I 1 I I
page 2. For other entities. it is your.employer identification number(EN). If you do not have a number,
see How to get a TIN on page 2. or . •
Note: If the account is in more than one name. see the chart on page 2 for guidelines on whose numoer Employer identification number
i to enter. 1 13 I 1 13 12 15 12 12 I 0
Partil Certification •
Under penalties of perjury. I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me). and . ,
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or(b) I have not been notified by the Internal
Revenue Service(IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c) the IRS has .
notified me that I am no longer subject to backup withholding. and • .
3. I am a U.S. person (including a U.S. resident alien). - .
.Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup .
• withholding because you have failed to report all_interest and dividends cn your tax return. For real estate transactions, item 2 does not apply.
. For mortgage interest paid. acquisition or a err nment-of secured r ties e(aden of debt, contributions to an individual retirement .
arrangement(IRA), and generally, payrrt i s other r n interest di'' end ou ar not required to sign the Certification, but you must . '
provide your correct TIN. (See the ins -u5 o age 2.)
Sign t Signature of 76 l
> Date > 1..����
Here U.S. person ("2 _ J (
Purpose of Form / What is backup withholding?Persons making 5.You do not certify to the requester that you
A wno is ro�uiree to file an information certain payments to you must under certain • are not subject to backup withholding under 4
A person with IRS must get conoiticns withhold and pay to the IRS 30%of above(for reportable interest and dividend
taxpayerreturn theheiIRS mcaticn number your(TIN)correct to report, for •
such payments after December 31, 2001 (29% accounts opened alter 1983 only).
example, income paid to you,real estate after December 31, 2003). This is called 'backup Certain payees and payments are exempt
withholding.'Payments that may be subject to from backup withholding.transac:ions. mortgage interest you paid, p thhcldir, Sae the instructions on
backup withholding include interest• dividends.acquisition cr abandonment of secured prproperty, broker and barter exchan a transactions.rents. page 2 and the separate Instructions for the
cancellation of debt, or contributions you mace royalties, nenemoloyee pay, one certain Requester of Form.N-9.
to an IRA. payments from fishing boat operators. Real Penalties
Use Form W-9 only if you are a U.S.person estate transactions are not subject to backup
(inducing a resicent alien), to give your correct withholding. Failure to furnish TIN.If you fail to furnish your
TIN to the person requesting it(he requester) correct'TIN to a requester,you are subject to a
and,when applicable- to: You will not be subject to backup withholding penalty of SSO for each such failure unless you
en payments you receive if you give the failure is due to reasonable cause and not to
1.Certify the TIN you are giving is correct(cr requester your correct TIN, make the proper willful neglect.
you are waiting for a number to be issued), certifications, and report all your taxable interest
2.Certify you are not sucizc:to backup and dividends on your tax return.
Civil penalty.for false information with respect
withholding.Coricr to withholding.If you make a false statement
Payments you receive will be subject to with no reasonable basis that results in nc
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3.Claim exemption from backup withholding if backup withholding if: backup withholding,you are subject to a 5500
you are a U.S. exempt payee. 1.You do not furnisn your TIN to the penalty.
If you are a foreign person,use the requester,or Criminal penalty for falsifying information.
appropriate Form 1d5/•8. See Pub. 515, 2.You do not certify your TIN when required 'Willfully falsifying certifications cr affirmations
Witnhclding of Tax en Nonresident Aliens ane . (see the Part II instructions on page 2 for may subject you to criminal penalties including
Foreign Entities. details), or fines and/or imprisonment.
Note: If a requester gives you a form other than 3. The IRS tells the requester that you Misuse of T1Ns.If the requeste discloses cr
Ferro �N-9 to request your T,4V.you must use the furnished an incorrect TIN, or uses T1f45 in violation of ederzl law,the
requester may be subject to civil and criminal
requester's form if it is substantially similar to this 4.The IRS tells you that you are subject to
Form Wpenalties.
• backup withholding because you did not report
all your interest and dividends on your tax return
(for reportable interest and dividends only),or