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AG 10-047RETtiR�1 "IO: EXT: CITY OF F�ERAL WAY Y.AW DEPARTMENT ROUTING FORM l. ORIGINATINGDEPZ.%DIV: ��C-_J 2. ORIGINATING STAFF PERSON: _ ��__.__ EXT: ����_ 3. DAfE REQ. BY _ 4. TYPE OF DOCL'MENT (CHECK ONE): ❑ CONTRACTOR SEL.E('TION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC; WORKS CONTRACT ❑ SMALL OR LI1�IITEI� PUBLIC W ORKS CONI'RACT ❑ PROFESSIONAI_ SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT' ❑ GOODS AND SEKVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DUCUMENT ❑ SECURITY DOCUMENT �E.G. BOND RF.LATF.D I)OC :rnaErr��s� ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRr�CT AMENllMENT (AG#): ❑ INTERLOCAL �I OTHER _��.1.�5 � l� L � L.�rt 'Wc rv�— ------------ - ------- _ � 5. PROJECT NAME: 6. NAME OF CON'TK.4 C°TOR: ADDRESS: I�----�LL E-MAIL: SIGNAT[JRF i�TAN1E � ,�_TELEPf�ONES'11- � W' Z FAX: TITI,E_'�� �-}-v✓__v 7. EXHIBI'TS AIVI) AT"T.ACHIVIENTS: C1 scoPE WORK OR SERVICES ❑ COMPENSATION C INSURANCF.. REQ:JIPF,i�1F.N'PS/CERTIFICATE 0 ALL OTHGR REPF_.RENCFD EXHIBITS ❑ PROOF OF AUTHORI'I'Y TO SIGN ❑ REQUIRED LICENSES ❑ PRIC�R CON I'RAC iiPu'vIENDMENTS 8. TERM: CnMiVIENCFl!�iF:N`� DATE: __� __ COMPLETIUN DATE: __� Z�3_l J_ I� �-- T ----- 9. TOTAL C(7MPE:�ISATIC)N $�J�_O _____ _�INCLUD� I:XPEV.:ES Afdl; SALES TAX, IF ANY� (IF CALC( iI,.ATED ON HOURI�Y LABOR CHARGE -.A�'TAC'H SCHEDULES OF EMPLOYEES TITLES AND HOI. [PAY I:.�PES) REIMI3URSABLE EXPENSE: L.J YES C� NG IF YES,.1�fAXIMUM DOLLAR AMOUNT: $_ _______.._ IS SALES TAX OV�%ED ❑ YES ❑ NO IF IES, $ __ _ Ft;iL t'-Y: '�l CCNTRACTOR ❑ CITY C�ul _�iz�- 352-��3= � 2- �y = 36 s- u� ❑ pUxcx�nv�: Pi: �i AsE c�,R�� �� �-"1 Z.00 -35 Z- S � 3 . - ._iL-�2s� -. � 4..5 , e� ---. _.---- 10. DOCUMENT'/C�UNICRACT REVIEW INITIAL / DATE REVIEWED INITIAL i_t �Eii E�:�pPROVED ❑ PROJF.C'C 1ViANAGER _ ____.___.____.___.__ ❑ DIP�ECTOR -- --- ------------------ ❑ RISK MANA'i�iVl};;`d T (IF APPLICABLE� ------ -------,----_. ----- -- ❑ LAW �?'I�P – l� - — ------- --- 11. COLTN�ILAPPROVAL�IFAPPLICABLE� COMMITTEEAPPROVALDATE: N� �%OUNCII.APPI?Cl`.'ALI�)A7'P,: ��' 12. CONTRACT SIGNATTJI2E ROUTING O SENT TO VENDOIL'CONTRACTOR DATE SENT: llATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, NSiJRANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (cM ox DixscTOR) � CITY CLERK ❑ ASSIGNED AG# �SIGNED COPY RETLJRNED COMMENTS: � DATE SENT: c� Cary Roe Federal Way Washington 33325 8th Ave S Federal Way WA 98063 www.bmi.com/Ige Username: 1871942 Password: 845213 March 8, 2010 EMAIL Visit Us On The Web About Your Licensing Needs: www.bmi.com/Ige Call BMI: (877) 264-2139 Email: glentgroup@bmi.com Dear Mr. Roe: As the use of music in public areas increases, the need to provide information to businesses and organizations that use that music has become of utmost importance to copyright owners. Over the last few years, BMI, the largest performing right organization in America that represents music copyright owners, and the International Municipal Lawyers Association (IMLA), have worked together to address copyright clearance and to provide a music licensing program designed specifically for Local Governmental Entities. This program helps municipalities meet their legal obligations by granting permission for the music used by various public entities within the community, including but not limited to community centers, museums, libraries, and special events. Now, BMI is making the agreement that was negotiated between BMI and IMLA zccessible on the internet so that local governments can license directly on our website and still benefit from a 10% discount on fees for IMLA members. This website, noted above, also contains important information about U.S. copyright law and the responsibility of local governments, as well as any other business or organization that plays music publicly. Please visit the site as soon as possible to review this information and to obtain the copyright clearance that your community needs if you play BMI music at any of your facilities or events. As a point of reference, BMI represents approximately one half of all of the music that is performed in the U.S. every day. To license online, please go to the web address located in the upper right hand corner of this letter, click "Apply for a License" and enter your Username and Password. We have also enclosed a copy of the BMI/IMLA Agreement for your convenience. Should you have any questions, or you feel that a single use BMI license would be beneficial, please contact BMI as noted above. Sincerely, _ ......_ _ ...__._._..___. Jeffrey J. Burrow, Esq. Director Legal and Business Affairs Encl: LGE1 MPA, LGE Awards Q&A, BRE 1871942/swh/Premise State: WA � 10 Music Square East, Nashville, Tennessee 37203-4399 (g77� 264-2139 Fax: (615) 401-2624 LGEIN.dOC BMI and the music stand symbol are registered trademarks of Broadcast Music, Inc. . 03/28/10 09:31 FAX 253 661 4188 � Music Perfo�mance Agreement Cit� of Fed 9Va3� �,OCA�, ��V��i��ITAi. EII�ES r�oos LGE �-, ��-osios-�c� 1. DEFIiV1YIpNS (a) LfCENSHE snan include the named entity and any aflts constituent bodies, departments, ager� or leagues. (bj Premises mean9 bufldi�gs, hospitals, airporis, mos, musaums, athletic iaciiiNes, end recreatior+al taci'itiss, including, but nol limited to, Comrreunity ceniers, parks, swimming pools, anG Ska�ng rinks owned and/or operaled by LiCEiVS�E and any sde which r�s bee� engaged by LlCENSEE for use by uCENSEE_ {cj Fteeoroed Musfc means musie whlch is performed at the Pr2mises by means ather than by li�e mvsielans who a� periorming at the PremiSes. lncluding, but not limited to {1) COrnpect disG. auddo reCwd or aud�o tape players {but not inGiuding'jukobpxes"): (2) videotape, vidaodise or OVD �layers; {3) music peAOrmetl as an accompaniMent to Icaraoke; (4} the reception and communication a[ the premiSeS of radio � tele+rision iransmission3 which o:lgweie outside tha PrBm�es, and whkfi are not exempt un�er Ihe Copyright Law, or (5} a mus�c-an-held telephone systom ope+ated by LIC�NSEE at the P�emiS°s. (dy Live �ntertatnmont means music that ls performed at th8 Premtsea by muSiGians, singerg and/or oth� pErFormers. (e) 8MI RepeRoire means all Cbpyrighfed musirsl Cpntpositians written andJor published by BMI atfiliates or membe�s of 9iwi-aNtlweod lore;gn peefomung A9�ts socie5es, inelud3ng composiUons w!Itter� oc publlshed dudng the Temt Of this A9�omenl and af whiCh BMi has tne righi to I'u�rue non-dramatic public perforsnances. (FJ Events and Fu�ctions means any a�tiviry co�duCted, sponsared, or presented by or under tne auep'M•es of LICENSEE. Except as sei forth in Paragrdph 2{d} batow, "Events' altd 'Fu�ctions' shall irf�lude, but are not limited to, eerobics and exer^�se classes, athtetic events, ddqces snd oth8r aocial eveMS, canceRs, festiw�ls, arls and uans fairs, a�d paredes l+eld uqder the ausp«s oi, or sponsored or promoted•by, LICENScE on trie Premises. (gj Special Events meanS mu5ical events, concerts, 5hows, pageanis, spoRing events, festivals, competilions, and other e+rents of . limi[ed duration pre5ented by LtCENSEE for which the'Gross Revonue" (as de6ned it► Schedule Bj d such Speci8l Event exceeds 525,Oa0. Z BMI GRANT + (a) 8M1 grantg 0nd 11C6N$=E accepta 6 non-exdusive li�ense to perfortn. preSBnt or c8ube the dwe and/Or recorded publiG perfOmtence on the 'Pi'emises" and at "Evanis" 8nd 'Functiolls", and not Blsewhere or othafwfse, rwn-drdrnafic rend+tions of the separate musical obmposi:ians in the 'BMt Rapertoire'. The performances �icenssd under this Agreemeru may be by means of "Live EnteRainment" or "Rec�rded Music". (bj This licansa doss not authorize (1} the broddcasting, telecesting ot Vansmisslan or retra�smission by wire, Intemei, �vebsite or othenalse, oF renditions of tnuslca! compOSitions in BMI's RepErtOife to persons outside of the Premises, ofhEr Ihan by means of a music-pn-hold telephone system operdted by !.(CENSEE at the Prernises; a�td (2) petfoRllanGes by means oi background rltusic (snch as Muzal� or othar services delivered to tAe Premises. Nothing in this Paragr2ph ShaH Oe deemed to limit uCENSEE's r"gM to i�ansmit rendltions of mUSical aompositions in 1he Bhll Repertoif8 w those who atlend Events or Functbns on ihe Prernises by means Of tels�onferencing, vldeoconferencing or similar teshnology, (C) This licansQ is limited to non perFormancos and does xt euthorize any dramatic psrtormances. For purpases of this Agrreoment, a dramatiG pertormence ShaU lnclude, but not be iimlted to, the foUowing: {1} perfortnance of a'dramatica-musit�t worlc" (� herai:iaROr deRhed} in ita entirety; (2J perfar.nnnce Gi one o� rnor�e musical camposlUons from a"dramatico-musiCa� worR (as hereinafter dePned) accompanied by dialogue, paniomime, dance, sFage acYton, or visual rapresentation of the wortc horn which • the music is taken; (3} pertcxmance o( one or more musical C.attpositions as part of a story or ptat, whether accompanied or unaxompn�ied by dialogue pantomirrse, dance, Stage action, or visuai rapresentaGon; and {4j performance of a concert �ersion of a"dramatico-muslcsl wotic' (a8 herelnafter deNnedj. The term 'drdmatico-muaical work' as used irt the Agreement, sna11 Snclude, but not be lanited ro, a musical comedy, opera, play with rausic, rovue, w baliet. {dJ This �icense does not authorize perfortnanCes: (7) at �ny convenfi0rl, exposition, 2rdde show, conference, congress, industrial show or simfla� activity presented by LICEPJSEE o� on the P�emises unless it is preset�Ded or sponsored solely by erxi under ttte ausplces of l.ICENSEE, is presented entirefy on LICENSEE's Premises, and is not open tp !he general publlc; (2J 6y of al colleges and unlversities; (3) at s1y p:�6sslon� sports events or gdrne played an the Pre�'ntses: (4) at any permana�tly situated meme or amusement park ow�ed Or operaied by I:CEfVSEE: (5) by any symphony of communiEy orchestra; 8nd (6) by means of a win aperated jukebox, 3. F2EVIEW OF S7ATEM�Ni'S AND / Ok ACCOUN7INGS (aj 6MI shaii hav9 the riQht to require suCh reasonable data necessary in order to ascertain ths Mnua1 Lixnse Fee: (b} BM! shall have ihe right, by tts author¢ed reprgsentatives, at a�y time durin4 customary husiness hours. !o exatnine the books and rocords of dCGOUnt of I.ICEI�lScE to suGt extant as may be necessary to vetjTy the statements made hefeunder. BM18h811 consider all dala and infiorcnatlon wming to ks auention as d result ot any such ex0mindtio� of books and records as cornp�etely COnftdentisl. (c) 8M1 shall heve the �ght to edjust t,(C�NSEE'S Annual License Fee based upon the most recendy e�ailable rev�setl populatio� figur�es provided by C�e U_ 5_ Census Oe�artment. Page 1 of 4 PAGE � t RCYD A1 �11St24101 f:93:0� liR� jCet�'dl Q�t TimeJ' SYfl:NAfAX02144' DWS:2b28' CSI0:253 6614189' QI�tA'nON (mcn•ssr01�7 0a/25!10 09;31 F�% 253 861 d189 Clt� of Fed 1Y_a� 4. IATE PAYMENT AND SERVICE CHARGES �Mt may �mpose a late payment char+ge of one and or:e-natf aercent (i %:%) per month, or the msx�mum rate permRfed by law, whichever is less, from the dac8 payment is due on any payment that is received by BMI more th� tt�irty (30) days aRer lhe due deie. 9M1 mey imposA a$25.00 Service ch8rge for ea�h unpa�d check, draft or other m�ans of pay+'nent LICENSEE Submiis to BMi. 5. 6MI COMMI�MENT 70 CUSTOMER 11NdEMNtTY So Iong as UGENSEE is not in dePault or breach of Ihis Agr9emerrt. 8MI agrees to inde.�+►ify, save h8fmless, a�d defend UC�NSEE and "RS Officers, aral emp�oyees. }ram and agai�sl any and al! Gaints_ dern2fld5, or Sui�s that �Ylay be made or Yuought again5t them wlth respsCt to the perfornance of a�y musiql tivorlcs which is Iice�sed under tl�is Agreemen[ at the time of performance. uCENSEE agrees to gi�e 8M1 immedlate notice of any such daim, demend, or suit, to delivef l0 8MI any p22�r�rs pe�td�nfng thersto, and to cooperaFa wiHY 8Mi with respect thereto, end BMI Sha11 have full charge oF the defe�se of any Sueh claim, demand, or suit 6. BR�ACH OR OEFAULT 1 WAIVER Upon any breacn or defauR ot (he terms dnd conditions conl0ined herein. BMI shall have tne tight 10 pncel this Agreemem tf such breaen or defa•rR continu�s for thirty (30} Gays aRer LIGENSEE's receipt of writton noGce there0f The right to canCel granted to 8M) shall be ln addition to �ny and all other remedles whiCh BMI may have. NO v�raiver by BM! of full perfarman�e of this Agre¢meni by 110ENSEE in any ane ar more inSWnces shaN bB deemed 8 Wdiver ot ti18 rlght to require fuli and complete performance of tnis Agreeme�t thereafter or oi the righf to cancel this Agraement with the terMs of thiS Paragraph. 7. CRNCELLATION OF EN77RE CA7EGORY SM� snal! have the rlght m cancel the Agrsement e�ong with the simukaneuus CdpCeAation pf the Agr6eme�ts af all ather licensess oi the same ctdss and calegory as i.tCENSEE, as of the end of arry month during the Tcrm, upon Slxty (60) days 8dv8(1Ce vYrittH�t 110bCe. 8. ASSIGNMENT This Ilcanse is not assignable or trensferable by operation oF law or orherwise. This license doss noC authorize UCENSEE to grent to othars any �lght to pe�fotm publicly in any martner dny of the musicel .COmposldons IiCenged under fhia Agreement, nor does it authoriza any pub3(c performances at any of the Premises in any manner except as expressly herein provided. 9. ARBlTRATION All Cispubes of any Idnd, ndture, or descriAtion atisirtg in con�ection wlth the• terms and conditio�s ot th18 Agieement, exotpt (ot matters within the judsdic6o� of the 8M1 R�ie Cour1, stiell ba submitted [o ihe Arnerican Arbitration Association in the City, County, arul Sfate of New Yor1c, for arbiVaUVtt urlde� its 3hen provai�ing arbitrdtion rules. The arbiGabr(s) to he salgCted as foltows: Each of tha parties shap. by wrftten nvtice tp the other, h$ve ths �tight to appoint one arbitralor. 1�, anthin ten (a daya following tha giving oF such notioe by onE party, the other shaA not, by written notice, appoint another arbltrator, the flrst arbitretor shall be the sole arbit�tor_ (( hvo arbitfators are so [� 004 appo:r.!rr::, lney shaA appoint a third a+'bitrata. if len (10) d8ys elaG� �Rer the appointment of !he second arb�trator and the 1wo artid:3Sors are unabl� to a9�� +�Pon a third drDitratar, then eRher p2rry may. in arruing, request the American Arbitration Assnciation ia appolnt 1he third arbitrator. Th8 dwa�'d made !q ttse arbr�ration shall be �nding and Candusive on t'ne �3ries end ;udQment may be, but noi need be. entered in any court having junsdiction. Such award shaft iadude tha frxing U( Ihe cosis, expenses. and attomeys' feea oF arbitra2ion, which shall be bOfne by the unSUCCessful paRy. 10. NOTICES My nocice under this Agreemerrt wi�l be in wriling and deamed given upon mailing when se�t 6y ordlnary first-class J.S. mail to the party inle�ded, dt its malxzg addr6ss ststed, or any olher address whic� either party may desig�ate. Any sucn notice sent to BMI shalf �e to the aKsntion of the Vice Presidec�t, Ga�eral Licensi�g Oepartrnettl at 10 Music Square East, Nashvi112, TN 37203 AnY sUCh nolica Set7t to LICENSEE shall� be to ihe attention ot the perso� SID���9 �e A9reement On UGeNSEE'S beheif or such person as LICEAlSEE may advise 3M: in w: ding. 31. MISCE1.i.ANEOUS Th6 fect th8t 8rly provisipns are found by a court of Competent jut45GiCtior, to be W+d or unenforcepble will rwt afteCl the valid�ty � er�forceab8ity ot any �er provisions. 7his Ag�esme�t consittutes the enUre understahtling betwsen the part+es and cannot be waived or added to or modifi� ore11y and no vraiv�r, dtldiUon and modificadon shall be velid unleS& In writing and signed by both partles. a 12. FE�S (¢) !n consfderatlen of ihe license granted herein, �IGENSc'E agr�es to pay SM1 a Ilcense feo which includes the totel of th�'Base License Fee' and any apW�b�B "S�eCal Evente i.icense Pess', all of which Shall be GaiCUlated in acco+da�Ge with ihe Rate Schedule on Page 3. For purvosss ot this Agrsefll6nk (i) 'Bese Lica:tse Fee" means the annual fee due in accardance v�dth Schedule A of the Rate xhedu�e and ba8ed on LICfiN$EE's populafwn as estaWished ln the mo5t recent publlshed U.S. Census data, it does not Include airy fees due fo� Spedal Event6. �(i) "Speaal Everds Licenae Fees' means the amount due in 8crnrdance W(th Schedule B of tha Rete Schedu�e when Special Eve�ts are presented by or on behalf Of UCENSEE. lt does not inGude any $ase licens2 Fee due. (iii) LICENSEES who are legally wganited as state munlclpal and/or county leagues or state assouation5 of rnunidpal and/or county attomeys sha11 be required to pey only 2hE Fee under the Schedute C of tha Rate Schedule. Such Ieagues or assaciatlons are �wt subJect to 5Chedule A or Schedule B OP the Rete $�hedute• Fees paid by Such �eaguBS or associations do noi Cover performances of the municipality, Couniy, or otl�Br bcal government entay representEd by the league or association. 5chedule C fees are not appOqhle to mun"icipai, oounty or other govemment enl:5es. Pa�a 2 of a i � PAGE d16' RCYD AT 3125�I4191 f:13:Q� AM jCe�ral Dayfigt� T�+meJ' SNt;NAFAX4�4' ONIS,2628 x CS�;2S3 6614189' DURATION (m�ss�:41 �S2 . 03iY5J10 09:32 F.�% 253 661 4189 CitY of Fed �YaY 2090 RArE SCHEDii�� F��: ! flGAL GOVERNMEN7S SCNEDU'LE A ^ Check Population I �C�NSEE'S t'opul$tion Ra�ge {,)} + C^ ! - JV, J�l�Q�� lS,� , 75.001 - 100.040 900,pOT 129,000 125.001 150.Otl0 150.fl01 200.000 ` 2Q0.001 250,U00 230,001 300.00U 300.001 350,OOQ 35Q,001 400,OW _ 400.00'! 454.000 � 450,001 500,000 SDO,OQ1 plus If 500,007 or rrare, enter �opuletian Basa t�icense Fee [�oos Enter Fee Sased Upon Paputation 10.000 DoPuibGWl n1C�eMenl cr ponron tt�eteof soowe SOd,000 up to a maamwm SGHEDULE A FEE !�731.00 SCHEpULE B Speciai �vgnts Fee (to be reported 90 days after each even�, see Par.13(d)) Th e rate fo� Spedal Evepts sh�(1 be �96 of Gross Reveoue . `Special 6vents" meens musieal evenGs, ooncerts, siwws, papeancs, spoRinO events. festi�IS, compelilions, dnd other events c� fimited duralion prescntetl Oy tICEN5EE (ormhich !ha "Grvss Revenue' of such Speaaf Evants exceeds 325.000.00 . • "aross Re�renue" meens alf mo�ies received by UCENS� or on LICENSEEs beAslf from the sale of tickeLS For each Special Svent li there are na moniea from ihe sals of ti�dceLs. "Gmss Revenue' e'+ell mean conlributions trom ihe sponsors or othe� Peyments iece��ed • by 1..iCENSEE (or each Special Event SCHEDIIL.E $ FEE B!W wr71 Provid° a roPo+f toim to.epat roui evenc:- . SCHEDULE C • Sfate Munlcipal and/or Caurrty Leagues vr State Association5 of Aflorneys (to be cotnpleted it yau are a 5tate Munictpal and/or County Leagues or Stat@ pssociations of Attomays) The amuat 6oe�se fee for LICENSEEB +xho are legally Organized as atate rtwnlGpal and/or county leagues, or atate assoclatlonS of h'tunidpal andlor oounty attom6ys sha11 be �3os.ap. No S��al Events fee sppdes to LICENSEES qualltying under this schedule. SCHHDUl.E C FEE 13. REPOiiT1N0 (a) Upon the etteWtian of tltis Agreem2nt, UCEnfSEE shan submiG {i) � tgpart steting UCENSEE's popul8tion be8ed on the most recent published U.S. Census data- 7hs populafion set forth in tha report shell be dsed to t��CUldte fhe BaSE L3ae�se Fpe under thiS Agreeme� atld {Ii) e raport COrlteming thQ inFprmeBon se[ (Orth in P�graph t3 (tl) below fOr all 3pecial �vgnts that wgr8 preserded belvM6en the effecUve date nf this AAreement and the execution of this Apreement. (b� The ease Llcanse Fee for the ftrst ysar of this Ryreement and any Ucense feas due for Special Events that were presented ' between the effective date of this Agreement and tha execution of G`us Agreemerst shall be payable upon Ihe sxecuiion of this qqreement. (c) Base LiCense Fess for subsequQnt years snall be due and payable within 30 days o/ th� re�ewad date of this Agreement pnd ahell be sccompanied bY a strtoment conitrming whether any Speca�l $vents wtt� e pr8sented during the pr�vious calendar year. (dj Ninsty (90) days aRer the canclusion of each Spec(al �vent. LlCENSEE shal! submit to BMI payment for s�ch Spec1a15vent and a report in prinfed or oompute� readahle fofm stadng: (i) the date presented; (�) the nama of ihe aitracUOn(s) appearing; (INj the "Gross Revenue" o( the event (as defined above): (iv) the tleense fee due for ead� Spetfdl �vent (e) if LtCENSEE preseots, sponsors w promotes a Spocial Event chal is repoRatrie under Rate Schedule 6 with dnother person or �anh 8, 2010 �e7leaz Page 3 ot a PAGE �6' RCVD AT �'101011:l�09 AM (�er�al Day6� Time� x SVR�IFAl(0214' DN�:2628' GS�D:2S3 66t 4189 x DURAT�i (mm�ss�01•52 OS/25/10 09:a2 F,1% 253 661 4189 Cit9 oY Fed WaY c�aoa eM�y �icensed under a BMI LiCense Agreemertt, LfCENS�E sha8 indiple the n8n1e, address, phane number and BMI aCtount nurllber of the atttef persorf(S) or BT1IIty(ie9} end the party respanSibte for pyymeni for suCh 5pepel Event, !f tl�e Other party IS not licensatl by BMI, UCENSEE shall pay [he license f6e tlue hereuncler, notwithstanding any agreement ta the cantrary betwaen LICENSEE and fhe od9er party. (� LICENSEE agrees to turnish t0 BMI, where a�a�able. Copies ot all prograrns of mus�Cal nrorks pertnrm�, whidl are pr8pared for distributi4n to iha audience or tw the uSe ar m�rmdtion Of UCENSEE or any �partment thereof_ The progra+n9 s�811 induda al! enc�o�es to th8 Cxtent po55lbie, LICENSEE sh�! ba under no obtiga4on to fumish programs when they havs nW beert otherwise prepared. 14, RATE ADJUSTMEN7S-/ LICENSE F�� FOR YEAR2019aNp TH�REAPTEIt For each calendar year commencing 209 t, all dollar figures set forth in Schedules A, B 2nd C(2xcept th8 5500 add-o� 1or populatio�s oF 500,007 or more] Shail be the IlconSe fee for the pfeceding calend�r yaar, adjusFed in acCOrdance with any percent8ge increas2 in the Consumer PricB Index— AI{ Urban Gonsumets (CPI-U)) betwaen the preceding Octo6er and tt�e next preceding Octobu�, rounded � Ihe nearesi dailar. Any addilionat IJcerise fees due resulting from the GPI adjastment shail be p�yabls upon bllung by BMI. 15. TERYI OF ACiRE�MEN7 This Ag�eement shall bB for an initi8l Term of oae (1) year� oomrnencing January 1, 209Q . wh+Ch sfiail be considpte8 the effe.ctive date of tnis Agreemerd, and continu'srg theseatter for additional t� of�ar+e (1) yemr each. E'ither pacty may giva nolice of tsrmination to the other no taler than thirty (30) days prior to the e�d of the in�6al pr eny renewa� term_ If s�ch notice is gi��, the Agraement shatl tertninate on the last day oT the Tertn in which notice Is given. AGREEMSNT MAR 3 0 2010 AGREEMENT, mad6 eI Now Yolk. N.Y, on (f?a(e WVf be 2AtEIAdby BMf u� AxecudWtJ _, bstwee� SROAOGASI' MuSjC, 1NC., a State of New YorK wrporatlon with iLn principal o�iceg al 320 West 57 Street, Naw Ya!!c. N.Y, 10019 {here�nafter'9MP) and tF� �egsl or trade neme desctibed belaw and relerred to thereaRer as 'UCENSEE^ {u+e �Agreement'j_ 'rhis ngraement indudes alf of fhe [cums and c�+dilions set forth herGin. Federal TRADE NAME PLEASE CHECK APPROpRiATE 8QX [] IntlividualOwnerSMD � tlC ❑ Corporation �] U.P ❑ Partnipshlp ❑ �� - Federal Tax i0 No. fiiley�l�a�Cw'"nourl GOVeR�t ,MeNT E�mnE9 (��PwMarla.�p w:. c�.a� mq Federef Q S►ate �.00B� L �"�{ _ _ � Y'C�A�G..1 Y�7 +.�.1 . ^' � 7'O BE COAAPLETED $Y LICENSEE gy ekydng thla ngm.ameM yeu +aPreseN lbac you iwve th� aWhmiryr m bind Ue�VSEE and It�i you qaw cem, eutderstootl snd aerae ao ap of tlie tame and COnditi0l1811efC . �[SI �f�! NFRE— PLEAS6 U�iJ�E PAyML�JyTJ : �-i rrm�a.a rrom xe»� •In «dar m nwiva a my�. of tPW Riwud aon�nw,N, �lea�o arowdc tl,o u1s6A addrasa of thc Sfanlltorr PLEASE RE7'URtJ THIS EN E SIGNED LC�NSE AGREEIaENT TO: � BMI, 10 MUSfC SQUME E_, NASHV{LLE, TN 377A3 r���������a��ri��ma ����� Pago 4 of 4 (+W�) MAILMIG SS fV Q'A(NOnt iroin L�os�a Pr«niscs) WA 98063 FOR ADMlNISTRA7NE USE ONI.Y TO BE COMP D eMl � �� ` g}Z�� qS , U C C, �� �J�1 Thomas'G. Annastas,'Vice Presiden� � e7TSaz � CO� a B!N ud �hs muWC om9 sM+6d ms fepla[erad traCOReLw d UrooacY+l Mus�e. lna PAGE 6�' �cvo ar �a+a � �:��a� �w �cer� �yug� r�e�= swt:r��t�z�' o�us:z�za t r�,�ss �s� a9s� � au�r�N {mm•ss�a��� ° Music LQ�A� �QV��H����A� I LGE� �-- -- Performance �_LI-09/09-LGE Agreement ENTI�`��S - 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 skatirg 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, inciuding 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 "Gr�oss 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 "Functiors", 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 EntertainmenY' 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 LICF_NSEE at ftie Premises; and (2) performances by means oi background music (such as Muzak) or other services delivered to the Premises. FJothing in this Paragraph shall be deemed to limit LICENSEE's nght to transmit renditions of musical campositions 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 o� 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, pantomirne, 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 rnusic, 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 I 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 UCENSEE 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. Page 1 of 4 4. LATE PA�fMENT AND SERVICE CHARGES BM� may impose a late payment charge of one and ore-hal` percent (1'/z%) per month, or the maximum rate permit',ed by law whichever is less, from the date payment is due on any payment that is received by BMI more than thirty (30) days after the due date. BMI may impose a$25.00 service charge for each unpaid check, draft or other means of payment LICENSEE submits to BMI. 5. BMI COMMITMENT TO CUSTOMER / INDEMNITY So long as LICENSEE is not in default or breach of this Agreement, BMI agrees to indemnify, save harmless, and defend LICENSEE and its o�cers, and employees, from and against any and all claims, demands, or suits that may be made or brought against them with respect to the performance of any musical works which is licensed under this Agreement at the time of performance. LICENSEE agrees to give BMI immediate notice of any such claim, demand, or suit, to deliver to BMI any papers pertaining thereto, and to cooperate with BMI with respect thereto, and BMI shall have full charge of the defense of any such claim, demand, or suit. 6. BREACH OR DEFAULT / WAIVER Upon any breach or default of the terms and conditions contained herein, BMI shall have the right to cancel this Agreement if such breach or default continues for thirty (30) days after LICENSEE's receipt of written notice thereof. The right to cancel granted to BMI shall be in addition to any and all other remedies which BMI may have. No waiver by BM! of full performance of this Agreement by LICENSEE in any one or more instances shall be deemed a waiver of the right to require full and complete performance of this Agreement thereafter or of the right to cancel this Agreement with the terms of this Paragraph. 7. CANCELLATION OF ENTIRE CATEGORY BMi shall have the right to cancel the Agreement along with the w simuitaneous cancellation of the Agreements of all other licensees of the same class and category as LICENSEE, as of the end of any month during the Term, upon sixty (60) days advance written notice. 8. ASSIGNMENT This license is not assignable or transferable by operation of law or otherwise. This license does not authonze 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. 9. ARBITRATION All disputes of any kind, nature, or description arising in connection with the terms and conditions of this Agreement, except for matters within the jurisdiction of the BMI Rate Court, shall be submitted to the American Arbitration Association in the City, County, and State of New York, for arbitration under its then prevailing arbitration ru►es. The arbitrator(s) to be selected as follows: Each of the parties shall, by written notice to the other, have the right to appoint one arbitrator. If, within ten (10) days following the giving of such notice by one party, the other shall not, by written notice; appoint another arbitrator, the first arbitrator shall be the sole arbitrator. If two arbitrators are so appo r!ed. tney shall appoint a third arbitrator. If ten (1G) days elapse after the appointment of the second arbitrator and the two arat ators are unable to agree upon a third arbitrator then either party may in writing, request the American Arbitration Asscciation to appoint the third arbitrator. T he award made in the arbitration snall be binding and conclusive on tne parties and juJyme:nt may be, but not need be, entered in any court having jurisdiction. Such award shall include the fixing af ti�e costs, expenses, and attorneys' fees of arbitration, which shall be borne by the unsuccessful party. 10. NOTICES Any notice under this Agreement will be in writing and deemed given upon mailing when sent by ordinary first-class U.S. mail to the party intended, at its mailing address stated, or any other address which either party may designate. Any such notice sent to BMi shall be to the attention of the Vice President, General Licensing Department at 10 Music Square East, NasMville, TN 37203 Any such notice sent to LICENSEE shail be to the attention of the person signing the Agreement on LICENSEE's behalf or such person as LICENSEE may advise BMI in writing. 11. MISCELLANEOUS The fact that any provisions are found by a court of competent jurisdiction to be void or unenforceable will not affect the validity or enforceability of any other provisions. This Agreement constitutes the entire understanding between the parties and cannot be waived or added to or modified orally and no waiver, addition and modification shall be valid unless in writing and signed by both parties. 12. FEES (a) In consideration of the license granted herein, LICENSEE agrees to pay BMI 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 on Page 3. For purposes of this Agreement, (i) "Base License Fee" means the annua! 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" means 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 Fee 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 the 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 applicabls to municipal, county or other government entities. Page 2 of 4 20'10 RATE SCHED�7�.� �•C.»: �.�.��,4L GOVERNMENTS Check Population ��� S A LICENSEE's Populatior� � i 1 - 50 ,000 ---__----- — 50 001 - 75 OQO 75,001 - 100,000 100,001 - 125,000 125,001 - 150,000 150 001 200 000 200,001 - 250,000 250,001 - 300,000 300,001 - 350,OOG 350 001 - 400, 000 � � 400,001 - 450,000 450,001 - 500,000 500,001 - plus If 500,001 or more, enter population Base License Fee $305 $608 $731 $975 $1,219 $1, 584 $1,949 $2,317 $2,682 $3,049 $3,414 $3,780 $5,133 plus $500 for every 100,000 population increment or portion thereof above 500,000 up to a maximum annual fee of $60,950 SCHEDULE A FEE Enter Fee Based Upon Population SCHEDULE B : Special Events Fee (to be reported 90 days after each event*, see Par. 13(d)) The rate for Speciai Events shall be 1% of Gross Revenue $731.00 • "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 sueh Special Events exceeds $25,000.00 . � "Gross Revenue" means ail 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" shail mean contributions from the sponsors or other payments received by LICENSEE foreach Special Event. SCHEDULE B FEE I BM/ will provide a report form 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 $305.00• 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. (bj 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 payabfe 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, I.ICF_NSEE shall submit to BM� payment for such Special Event and a report in printed or computer readable form stating: (i) the datepresented; (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. (e) If LICENSEE presents, sponsors or promotes a Special Event that is reportable under Rate Schedule B with another person or March 8, 2010 18719a2 Page 3 of 4 entity licensed unde� a BMI License Agreement, LICENSEE shali indicate ths 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 t� 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 shail include ali 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 2011 AND THEREAFTER For each calendar year commencing 2011, 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 any percentage 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 January 1, 2010 , which shall be considered the effective date of this Agreement, and continuing thereafter for additionai 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 57�" Street, New York, N.Y. 10019 (hereinafter "BMI") and the �egal or trade name described below a�d referred to thereafter as "LICENSFE" (the "Agreement"). This Agreement includes all of the terms and conditions set forth herein. LEGAL NAME LICENSED PREMISES Federal Way, Washington All locations are authorized b the LICENSEE (Name of Corporation, Partnership, or Individual Owner) (Street AddressJ TRADE NAME (City) (State) � (Zip) � Federai Way, Washington � (Doing�business under the name ofJ (Telephone Number) (Fax Num6er) PLEASE CHECK APPROPRIAfE BOX (contactnrame� �rne) ❑ Individua� Ownership (Emanadaress� (WebAddress) � LLC � Corporation � (srere d �ncwpo.erion, n d!lerenr hwn Licensed aremises) . . � LLP ❑ Partnership MAILING ADDESS � � (En(ei names o/partners) (if different From Licensed Premises) � Other 33325 8th Ave S . (Streef Address) Federai rax io No. Federal Way WA 98063 � (City) (State) (Zip) GOVERNMENT ENTITIES � (iF applieable, please check one) (Telephone NumberJ (Fax Number) � Federal � State (State) , � � (Contact NameJ (Title) � / Local � �U'c� � (Municipality and State) (Email Address- if different /rom a6ove) TO BE COMPLETED BY LICENSEE FOR ADMINISTRATIVE USE ONLY By signing this Agreement you represent that you have the authori[y to bind TD BE COMPLETED BY 611�� LICENSEE and that you have read, understood and agree to all of the terms and BROADCAST MUSIC INC. conditions here' . S'al�l HERE — PLEASE I UDE PAYMENT) ./ � Sig ure �a` � � Print Name ! Title r � F W�. - � Signato mail Address' (ifditferent from above) FOR BMI USE ONLY LGE °�n order to receive a conr of vour executed As�reement. � H7 � 942 lease rovide�the email address of the Si nato � PLEASE RETURN THIS ENTIRE SIGNED �� LICENSE AGREEMENT TO: ACCOUN7 NO. COID BMI, 10 MUSIC SQUARE E., NASHVILLE, TN 37203 � Btif� and tha music stand symbo� are � registered trademarks of Broaticast Music, Inc. ��IIIIIUI�IIUaNiIIN�INIIIqIINlill�i� Page 4 of 4