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HomeMy WebLinkAbout2004-036B a G I N A L g BMI® Music LGE oq ` 7� � Performance LOCAL GOVERNMENTAL LI -03/12 -LGE Agreement ENTITIES hftp://www. bmi .com 1 . DEFINITIONS (a ) LICENSEE shall include the named entity and any of its constituent bodies, departments , agencies or leagues. ( b) 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 and/or operated by LICENSEE and any site which has been engaged by LICENSEE for use by LICENSEE. (c) Recorded 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 ( 1 ) compact disc, audio record or audio tape players (but not including "jukeboxes") ; (2 ) videotape , videodisc or DVD players ; (3 ) music performed as an accompaniment to karaoke ; (4 ) 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 (5 ) a music-on-hold telephone system operated by LICENSEE at the Premises . (d ) Live Entertainment means music that is performed at the Premises by musicians , singers and/or other performers. (e ) BMI Repertoire means all copyrighted musical compositions written and/or published by BMI affiliates or members of BMI- affiliated foreign performing rights societies , including compositions written or published during the Term of this Agreement and of which BMI has the right to license non-dramatic public performances . (f) 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 . (g ) 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" (as defined in Schedule B ) of such Special Event exceeds $25 , 000 . 2 . BMI GRANT (a ) BMI grants and LICENSEE accepts a non-exclusive license to perform , present or cause the live and/or recorded public performance on the "Premises" and at "Events" and "Functions", and not elsewhere or otherwise , non-dramatic renditions of the separate musical compositions in the 'BMI Repertoire". The performances licensed under this Agreement may be by means of " Live Entertainment" or "Recorded Music" . ( b ) This license does not authorize ( 1 ) the broadcasting , telecasting or transmission or retransmission by wire, Internet, website or otherwise, of renditions of musical compositions in BMI 's Repertoire to persons outside of the Premises , other than by means of a music-on-hold telephone system operated by LICENSEE at the Premises; and (2) 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 BMI Repertoire 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 : ( 1 ) performance of a "dramatico-musical work" (as hereinafter defined ) in its entirety; (2 ) 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 ; (3 ) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue , pantomime, dance, stage action , or visual representation ; and (4) performance of a concert version of a "dramatico-musical work" (as hereinafter defined ). The term "dramatico-musical work" as used in the Agreement, shall include, but not be limited to , a musical comedy, opera , play with music, revue , or ballet. (d ) This license does not authorize performances : ( 1 ) at any convention , 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; (2 ) by or at colleges and universities ; (3 ) at any professional sports events or game played on the Premises ; (4 ) at any permanently situated theme or amusement park owned or operated by LICENSEE ; (5 ) by any symphony or community orchestra ; and (6 ) by means of a coin operated jukebox. 3 . REVIEW OF STATEMENTS AND / OR ACCOUNTINGS (a ) BMI shall have the right to require such reasonable data necessary in order to ascertain the Annual License Fee . ( b) BMI shall have the right, by its authorized representatives , at any time during customary business hours , to examine the books and records of account of LICENSEE to such extent as may be necessary to verify the statements made hereunder. BMI shall consider all data and information coming to its attention as a result of any such examination of books and records as completely confidential . (c) BMI shall have the right to adjust LICENSEE 's Annual License Fee based upon the most recently available revised population figures provided by the U . S . Census Department. Pagel of 4 L • 4. LATE PAYMENT AND SERVICE CHARGES appointed , they shall appoint a third arbitrator. If ten ( 10) days BMI may impose a late payment charge of one and one-half elapse after the appointment of the second arbitrator and the percent ( 1 'Y2% ) per month , or the maximum rate permitted by two arbitrators are unable to agree upon a third arbitrator, then law, whichever is less, from the date payment is due on any either party may, in writing , request the American Arbitration payment that is received by BMI more than thirty (30 ) days after Association to appoint the third arbitrator. The award made in the due date. BMI may impose a $25.00 service charge for the arbitration shall be binding and conclusive on the parties and each unpaid check, draft or other means of payment LICENSEE judgment may be , but not need be , entered in any court having submits to BMI . jurisdiction . Such award shall include the fixing of the costs , expenses , and attorneys' fees of arbitration , which shall be 5. BMI COMMITMENT TO CUSTOMER / INDEMNITY borne by the unsuccessful party. So long as LICENSEE is not in default or breach of this Agreement, BMI agrees to indemnify, save harmless , and 10. NOTICES defend LICENSEE and its officers, and employees , from and Any notice under this Agreement will be in writing and deemed against any and all claims , demands, or suits that may be made given upon mailing when sent by ordinary first-class U . S . mail to or brought against them with respect to the performance of any the party intended , at its mailing address stated , or any other musical works which is licensed under this Agreement at the address which either party may designate . Any such notice sent time of performance. LICENSEE agrees to give BMI immediate to BMI shall be to the attention of the Vice President, General notice of any such claim , demand , or suit, to deliver to BMI any Licensing Department at 10 Music Square East, Nashville , TN papers pertaining thereto , and to cooperate with BMI with 37203 . Any such notice sent to LICENSEE shall be to the respect thereto, and BMI shall have full charge of the defense of attention of the person signing the Agreement on LICENSEE's any such claim , demand , or suit. behalf or such person as LICENSEE may advise BMI in writing . 6. BREACH OR DEFAULT / WAIVER 11 , MISCELLANEOUS Upon any breach or default of the terms and conditions The fact that any provisions are found by a court of competent contained herein , BMI shall have the right to cancel this jurisdiction to be void or unenforceable will not affect the validity Agreement if such breach or default continues for thirty (30 ) or enforceability of any other provisions . This Agreement days after LICENSEE's receipt of written notice thereof. The constitutes the entire understanding between the parties and right to cancel granted to BMI shall be in addition to any and all cannot be waived or added to or modified orally and no waiver, other remedies which BMI may have . No waiver by BMI of full addition and modification shall be valid unless in writing and performance of this Agreement by LICENSEE in any one or signed by both parties. more instances shall be deemed a waiver of the right to require full and complete performance of this Agreement thereafter or of 12 . FEES the right to cancel this Agreement with the terms of this (a ) In consideration of the license granted herein , LICENSEE Paragraph . agrees to pay BMI a license fee which includes the total of the "Base License Fee" and any applicable "Special Events 7. CANCELLATION OF ENTIRE CATEGORY License Fees" , all of which shall be calculated in BMI shall have the right to cancel the Agreement along with the accordance with the Rate Schedule on Page 3 . For simultaneous cancellation of the Agreements of all other purposes of this Agreement, licensees of the same class and category as LICENSEE , as of ( i ) "Base License Fee" means the annual fee due in the end of any month during the Term , upon sixty (60 ) days accordance with Schedule A of the Rate Schedule advance written notice . and based on LICENSEE's population as established in the most recent published U .S . Census data . It 8. ASSIGNMENT does not include any fees due for Special Events . This license is not assignable or transferable by operation of law (ii ) "Special Events License Fees" means the amount due or otherwise . This license does not authorize LICENSEE to in accordance with Schedule B of the Rate Schedule grant to others any right to perform publicly in any manner any of when Special Events are presented by or on behalf of the musical compositions licensed under this Agreement, nor LICENSEE . It does not include any Base License does it authorize any public performances at any of the Fee due . Premises in any manner except as expressly herein provided . (iii ) LICENSEES who are legally organized as state municipal and/or county leagues or state associations 9 . ARBITRATION of municipal and/or county attorneys shall be required All disputes of any kind , nature , or description arising in to pay only the fee under the Schedule C of the Rate connection with the terms and conditions of this Agreement, Schedule . Such leagues or associations are not except for matters within the jurisdiction of the BMI Rate Court, subject to Schedule A or Schedule B of the Rate shall be submitted to the American Arbitration Association in the Schedule . Fees paid by such leagues or City, County, and State of New York, for arbitration under its associations do not cover performances of the then prevailing arbitration rules . The arbitrator(s) to be selected municipality, county, or other local government entity as follows: Each of the parties shall , by written notice to the represented by the league or association . Schedule other, have the right to appoint one arbitrator. If, within ten ( 10 ) C fees are not applicable to municipal , county or days following the giving of such notice by one party, the other other government entities . shall not, by written notice, appoint another arbitrator, the first arbitrator shall be the sole arbitrator. If' two arbitrators are so Page 2 of 4 2004 RATE SCHEDULE FOR LOCAL GOVERNMENTS SCHEDULE A Check Population LICENSEE's Population Base License Fee Enter Fee Based Upon Range (4) Population 1 - 509000 $260 50 , 001 - 757000 $520 520 75 , 001 - 100 , 000 $624 ❑ 100, 001 - 125 , 000 $833 ❑ 125, 001 - 150 , 000 $ 1 ,041 150 , 001 - 200 ,000 $ 1 ,353 200, 001 - 250 , 000 $ 19665 ❑ 250 , 001 - 3009000 $ 1 ,979 ❑ t 3009001 - 350 , 000 $2 ,291 El 350, 001 - 400 , 000 $2,603 ❑ 400 , 001 - 450 ,000 $29915 ❑ 4509001 - 5009000 $3 ,228 ❑ 500, 001 - plus $3, 956 plus $500 for every 100,000 If 500 , 001 or more , enter population hereoflon above 500,000 upincrement or oto' an maximum annual fee of $52,056 SCHEDULE A FEE $ $520 SCHEDULE B Special Events Fee (to be reported 90 days after each event*, see Par. 13(d)) The rate for Special Events shall be 1 % of Gross Revenue. ■ "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 Events exceeds $25 , 000. ■ "Gross Revenue" means all monies received by LICENSEE or on LICENSEE's behalf from the sale of tickets for each Special Event. If there are no monies from the sale of tickets, "Gross Revenue" shall mean contributions from the sponsors or other payments received by LICENSEE for each Special Event. SCHEDULE B FEETBrmMI will provide a report to report your events` SCHEDULE C State Municipal and/or County Leagues or State Associations of Attorneys (to be completed if you are a State Municipal and/or County Leagues or State Associations of Attorneys) The annual license fee for LICENSEES who are legally organized as state municipal and/or county leagues, or state associations of municipal and/or county attorneys shall be $260 .00 . No Special Events fee applies to LICENSEES qualifying under this schedule . SCHEDULE C FEE $ 13. REPORTING (a ) Upon the execution of this Agreement, LICENSEE shall submit: (i ) a report stating LICENSEE's population based on the most recent published U .S . Census data . The population set forth in the report shall be used to calculate the Base License Fee under this Agreement; and (ii ) a report containing the information set forth in Paragraph 13 (d ) below for all Special Events that were presented between the effective date of this Agreement and the execution of this Agreement. (b) The Base License Fee for the first year of this Agreement and any license fees due for Special Events that were presented between the effective date of this Agreement and the execution of this Agreement shall be payable upon the execution of this Agreement. (c) Base License Fees for subsequent years shall be due and payable within 30 days of the renewal date of this Agreement and shall be accompanied by a statement confirming whether any Special Events were presented during the previous calendar year. (d ) Ninety (90) days after the conclusion of each Special Event, LICENSEE shall submit to BMI payment for such Special Event and a report in printed or computer readable form stating : (i ) the date presented ; (ii ) the name of the attraction (s) appearing ; (iii) the "Gross Revenue" of the event (as defined above ) ; (iv) the license fee due for each Special Event. Page 3 of 4 L l (e) If LICENSEE presents , sponsors or promotes a Special Event that is reportable under Rate Schedule B with another person or entity licensed under a BMI License Agreement, LICENSEE shall indicate the name , address , phone number and BMI account number of the other person (s ) or entity(ies ) and the party responsible for payment for such Special Event. If the other party is not licensed by BMI , LICENSEE shall pay the license fee due hereunder, notwithstanding any agreement to the contrary between LICENSEE and the other party. (f) LICENSEE agrees to furnish to BMI , where available , copies of all programs of musical works performed , which are prepared for distribution to the audience or for the use or information of LICENSEE or any department thereof. The programs shall include all encores to the extent possible . LICENSEE shall be under no obligation to furnish programs when they have not been otherwise prepared . 14. RATE ADJUSTMENTS / LICENSE FEE FOR YEAR 2004 AND THEREAFTER For each calendar year commencing 2004 , all dollar figures set forth in Schedules A, B and C (except the $500 add-on for populations of 500 , 001 or more ) shall be the license fee for the preceding calendar year, adjusted in accordance with the increase in the Consumer Price Index — All Urban Consumers (CPI-U )) between the preceding October and the next preceding October, rounded to the nearest dollar. Any additional license fees due resulting from the CPI adjustment shall be payable upon billing by BMI . 15 . TERM OF AGREEMENT This Agreement shall be for an initial Term of one ( 1 ) year, commencing which shall be considered the effective date of this Agreement, and continuing thereafter for additional terms of one ( 1 ) 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 . AGREEMENT AGREEMENT, made at New York, N . Y. on (Date will be entered by BMI upon execution) between BROADCAST MUSIC, INC . , a State of New York corporation with its principal offices at 320 West 57th Street, New York, N .Y. 10019 (hereinafter "BMI") and the legal or trade name described below and referred to thereafter as "LICENSEE" (the "Agreement"). This Agreement includes all of the terms and conditions set forth herein . PLEASE RETURN THIS ENTIRE SIGNED LICENSE AGREEMENT TO : BMI , 10 MUSIC SQUARE EAST, NASHVILLE , TN 37203 ENTER LEGAL NAME : LICENSED PREMISES Indian River County, Florida 1840 25th Street and other County Facility Locations (Name of Corporation, Partnership, or Individual Owner) (StreetAddress) Vero Beach Florida 32960 ENTER TRADE NAME: (City) (State) (zip) Indian River County, Florida (772) 5674000 Extension 1223 (772) 770-5029 (Doing business under the name of) (Telephone No.) (Fax Number) Thomas W Frame. Director of General Services (Contact Name) (Title) CHECK APPROPRIATE BOX AND COMPLETE MAILING ADDRESS (If different from Licensed Premises address) ❑ Individual Ownership 1840 25th Street (StreetAddress) ❑ LLC ❑ Corporation Vero Beach Florida 32960 (State of Incorporation , if different from Licensed Premises) (City) (State) (zip) ❑ LLP ❑ Partnership (772) 5674000 Extension 1223 (772) 770-5029 (Enter names of partners) (Telephone No.) (Fax Number) Other Local Government Entity Thomas W Frame. Director of General Services Fed . Tax ID # 59-6000-674 (Contact Name) (Title) TO BE COMPLETED BY AN AUTHORIZED FOR ADMINISTRATIVE USE ONLY REPRESENTATIVE OF LICENSEE TO BE COMPLETED BY BMI BROADCAST MUSIC , INC . Signature Caroline D . Ginn Print Name / Title Indian River Co. Ap ovedoDalte FOR BMI USE ONLY BMS Administration Legal Account No. COID Budget Department ✓ ® BMI and the Music Stand symbol are registered trademarks of Broadcast Music, Inc. Page 4 of 4 CD - %3 o � GnIGNAL 7, nI LICENSE AGREEMENT - LOCAL GOVERNMENTAL ENTITIES Q - � MSR �9reementbetween the American Society of Composers , Authors and Publishers ( " ASCAP " ) located at 2690 Cumberland Parkway , Suite 490 Atlanta , GA 30339-3913 by Indian River County , a Political Subdivision of the State of Florida ( " LICENSEE " ) , located at 1840 25th Street Vero Beach , FL 32960 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 term 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 01 /01 /2004 , 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 ; (iii) performance of one or more musical compositions as part of a story or plot , whether accompanied or unaccompanied by dialogue , pantomime , dance , stage action , or visual representation ; (iv) performance of a concert version of a " dramatico-musical work" (as hereinafter defined) . The term " dramatico-musical work" as used in this Agreement , shall include , but not be limited to , a musical comedy , opera , play with music , revue , or ballet . (d) This license does not authorize performances : (i) at any convention, 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 universities ; (iii.) 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 ; (vi) by means of a coin operated phonorecord player (jukebox) for which a license is otherwise available from the Jukebox License Office . 3 . License Fee (a) In consideration of the license granted herein , LICENSEE agrees to pay ASCAP a license fee which includes the total of the " Base License Fee " and any applicable " Special Events License Fees " , all of which shall be calculated in accordance with the Rate Schedule attached to and made part of this Agreement . For purposes of this Agreement , (i) " 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 published U . S . Census data . It does not include any fees due for Special Events . (ii) " 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 . (iii) LICENSEES who are legally organized as state municipal and/or county leagues or state associations of municipal and/or county attorneys shall be required to pay only the fee under Schedule C of the Rate Schedule . Such leagues or associations are not subject to Schedule A or Schedule B of the Rate Schedule . Fees paid by such leagues or associations do not cover performances of the municipality , county or other local government entity represented by the league or association . Schedule C fees are not applicable to municipal , county or other local government entities . (b) Unless otherwise limited by law , LICENSEE shall pay a finance charge of 1 . 5 % per month from the due date , or the maximum amount permitted by law , whichever is 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 this Agreement , LICENSEE shall submit : (i) a report stating LICENSEE ' s population based on the most recent published U . S . Census data . The population set forth in the report shall be used to calculate the Base License Fee under this Agreement ; and (ii) a report containing the information set forth in paragraph 4 . (d) below for all Special Events that were presented between the effective date of this Agreement and the execution of this Agreement . (b) The Base License Fee for the first year of this Agreement and any license fees due for Special Events that were presented between the effective date of this Agreement and the execution of this Agreement shall be payable upon the execution of this Agreement . (c) Base License Fees for subsequent years shall be due and payable within 30 days of the renewal date of this Agreement and shall be accompanied by a statement confirming whether any Special Events were presented during the previous calendar year . (d) Ninety days after the conclusion of each Special Event , LICENSEE shall submit to ASCAP payment for such Special Event and a report in printed or computer readable form statir_g : (i) the date presented ; (ii) the name of the attraction(s) appearing ; (iii) the " Gross Revenue " of the event . " Gross Revenue " means all monies received by LICENSEE or on LICENSEE ' S behalf from the sale of tickets for each Special Event . If there are no monies from the sale of tickets , " Gross Revenue " shall mean contributions from sponsors or other payments received by LICENSEE for each Special Event ; (iv) the license fee due for each Special Event . (e) If LICENSEE presents , sponsors or promotes a Special Event that is reportable under Rate Schedule B with another person or entity licensed under an ASCAP License Agreement , LICENSEE shall indicate the name , address , phone number and ASCAP account number of the other person(s) or entity(ies) and the party responsible for payment for such Special Event . If the other party is not licensed by ASCAP , LICENSEE shall pay the license fee due hereunder , notwithstanding any agreement to the contrary between LICENSEE and the other party . (f) LICENSEE agrees to furnish to ASCAP , where available , copies of all programs of musical works performed , which are prepared for distribution to the audience or for the use or information of LICENSEE or any department thereof. The programs shall include all encores to the extent possible . LICENSEE shall be under no obligation to furnish programs when they have not been otherwise prepared . (g) ASCAP shall have the right to examine LICENSEE ' S books and records at LICENSEE ' s place of business during normal business hours to such extent as may be necessary to verify the reports required by paragraph 4 . (d) above . ASCAP shall have the right to adjust LICENSEE ' s Base License Fee based upon the most recently available revised population figures and Population Estimates Program provided by the U . S . Census Department . 5 . Breach or Default Upon any breach or default by LICENSEE of any term or condition herein contained , ASCAP may terminate this license by giving LICENSEE thirty days notice to cure such breach or default , and in the event that such breach or default has not been cured within said thirty days , this license shall terminate on the expiration of such thirty-day period without further notice from ASCAP . In the event of such termination, ASCAP shall refund on a pro-rata basis to LICENSEE any unearned license fees paid in advance . 6 . Interference in Operations ASCAP shall have the right to terminate this license upon thirty days written notice if there is any major interference with , or substantial increase in the cost of, ASCAP ' s operations as the result of any law in the state , territory , dependency , possession or political subdivision in which LICENSEE is located which is applicable to the licensing of performing rights . In the event of such termination, ASCAP shall refund to LICENSEE on a pro-rata basis any unearned license fees paid in advance . 7 . Non-Discrimination LICENSEE recognizes that ASCAP must license all similarly situated users on a non-discriminatory basis . LICENSEE agrees that any modifications to this Agreement by ASCAP , which are required by local , state or federal law for other municipalities , counties and other governmental entities shall not constitute discrimination between similarly situated users . Examples of such modifications are statements of equal employment opportunity or nondiscrimination on the basis of race , creed , color , sex or national origin . 8 . Notices ASCAP or LICENSEE may give any notice required by this Agreement by sending it by certified United States Mail , by generally recognized same-day or overnight delivery service or by electronic transmission (i . e . , Mailgram , facsimile or similar transmission) to the appropriate person/office as listed herein . Each party agrees to notify the other of any change in contact information , such as change of address , change of person/office responsible , etc . within 30 days of such change . IN WITNESS WHEREON , this Agreement has been duly executed by ASCAP and LICENSEE , this 24th day of February 2004 LIAR 3 0 2003 AMERICAN SOCIETY OF COMPOSERS , INDIAN RIVER COUNTY , A POLITICAL AUTHORS AND PUBLISHERS SUBDIVISION Or THE STATE OF FLORIDA LICENSEE by �C�" Caroline D . Ginn bPjChairman — — - - -- (Fill in capacity in which signed : (a) If corporation , .state corporate office held ; (b) If partnership, write word "partner " under signature of signing partner; (c) If individual owner, write " individual owner " under signature . ) Indian River Co . Approved Date 00 ;Budget dministration �� p egal z ► 7 0 Department �7 Risk Mgt .