Minutes - July 16, 2012 Regular Meeting

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BK:00025 PG 0031 LICENSE AGREEMENT - LOCAL GOVERNMENTAL ENTITIES Agreement American Society of Composers, Authors and Publishers ( "SOCIETY "), located at 2 Music Square West, Nashville, TN 37203 and County of Lee, NC ( "LICENSEE "), located at 106 Hillcrest Dr Government Center Sanford NC 27330 -4021 as follows: 1. Grant and Term of License (a) ASCAP grants and LICENSEE accepts a license to perform publicly on the "Premises" and at "Events" and "Functions," and not elsewhere or otherwise, non- dramatic renditions of the separate musical compositions in the " ASCAP repertory." The performances licensed under this Agreement may be by means of "Live Entertainment" or "Mechanical Music ". For purposes of this Agreement, (i) "LICENSEE" shall include the named entity and any of its constituent bodies, departments, agencies or leagues. (ii) "Mechanical Music" means music which is performed at the Premises by means other than by live musicians who are performing at the Premises, including, but not limited to (A) compact disc, audio record or audio tape players (but not including "jukeboxes "), (B) videotape, videodisc or DVD players; (C) the reception and communication at the premises of radio or television transmissions which originate outside the Premises; and which are not exempt under the Copyright Law; or (D) a music -on -hold telephone system operated by LICENSEE at the Premises. (iii) "Live Entertainment " means music that is performed at the Premises by musicians, singers or other performers. (iv) "Premises" means buildings, hospitals, airports, zoos, museums, athletic facilities, and recreational facilities, including, but not limited to, community centers, parks, swimming pools, and skating rinks owned or operated by LICENSEE and any site which has been engaged by LICENSEE for use by LICENSEE. (v) " ASCAP repertory" means all copyrighted musical compositions written or published by ASCAP members or members of affiliated foreign performing rights societies, including compositions written or published during the tern of this Agreement and of which ASCAP has the right to license non - dramatic public performances. (vi) "Events" and "Functions" means any activity conducted, sponsored, or presented by or under the auspices of LICENSEE. Except as set forth in paragraph 2.(d) below, "Events" and "Functions" shall include, but are not limited to, aerobics and exercise classes, athletic events, dances and other social events, concerts, festivals, arts and crafts fairs, and parades held under the auspices of or sponsored or promoted by LICENSEE on the Premises. (vii) "Special Events" means musical events, concerts, shows, pageants, sporting events, festivals, competitions, and other events of limited duration presented by LICENSEE for which the "Gross Revenue" of such Special Event exceeds $25,000 (as defined in paragraph 4.(d) below). (b) This Agreement shall be for an initial term of one year, commencing August I, 2012, which shall be considered the effective date of this Agreement, and continuing thereafter for additional terms of one year each. Either party may give notice of termination to the other no later than thirty (30) days prior to the end of the initial or any renewal term. If such notice is given, the agreement shall terminate on the last day of the term in which notice is given. 2. Limitations On License (a) This license is not assignable or transferable by operation of law or otherwise. This license does not authorize LICENSEE to grant to others any right to perform publicly in any manner any of the musical compositions licensed under this agreement, nor does it authorize any public performances at any of the Premises in any manner except as expressly herein provided. (b) This license does not authorize (i) the broadcasting, telecasting or transmission or retransmission by wire, Internet, website or otherwise, of renditions of musical compositions in ASCAP's repertory to persons outside of the Premises, other than by means of a music -on -hold telephone system operated by LICENSEE at the Premises; and (ii) performances by means of background music (such as Muzak) or other services delivered to the Premises. Nothing in this paragraph shall be deemed to limit LICENSEE's right to transmit renditions of musical compositions in the ASCAP repertory to those who attend Events or Functions on the Premises by means of teleconferencing, videoconferencing or similar technology. (c) This license is limited to non - dramatic performances, and does not authorize any dramatic performances. For purposes of this agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a " dramatico- musical work" (as hereinafter defined) in its entirety; (ii) performance of one or more musical compositions from a "dramatico- musical work (as hereinafter defined) accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken;