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HomeMy WebLinkAboutAlltrack Performing Rights, LLC Annual License Fee ALLTRACK Performing Rights Music License AIITrack Performing Rights LLC Account# 110726 324 S.Beverly Dr.,Suite 523 Licensee City of Meridian, Idaho Beverly Hills,CA 90212 Contact Garrett White www.alltrack.com Contact Email gwhite@meridiancity.org Address 33 E Broadway Your Contact City,State,Zip Meridian, ID 83642 Hamish Brown Billing Email gwhite@meridiancity.org licensing@alltrack.com Start Date 10/01/2025 (424)378-5684 Due Date 10/01/2025 Description Amount Annual License Fee-City of Meridian 10/01/25-09/30/26 $ 1,523.00 BALANCE DUE $ 1,523.00 Licensee Signature AIITrack Signature Printed Name Robert E. SIfTIISOn Printed Name /OtVI rr Title Mayor, City of Meridian Titleeg�{a�` LicBt��rVla ��uk?4e�S Date 10-14-2025 Date 3 ' Attest: Chris Johnson, City Clerk 10-14-2025 For assistance call(424)255-1637 Please make checks payable to AIITrack Performing Rights LLC with reference to your account number. To pay by ACH or wire,please contact your AIITrack representative for account information and payment instructions. ......................................................................................................................................................................................................................................................................................................................................................................... Detach and return this portion with your payment. ALLTRACK Account#110726 Performing Rights City of Meridian, Idaho 33 E Broadway Meridian, ID 83642 Make checks payable and remit to: AIITrack Performing Rights LLC Balance Due: $ 1,523.00 324 S.Beverly Dr.,Suite 523 Beverly Hills, CA 90212 Payment Amount: $ Schedule 1 to Music License ALLTRACK Performing Rights Licensee Information Form Please provide the following information regarding the party obtaining an AIITrack performance license. If you have any questions, please direct them to licensing(a_alltrack.com or(424)255-1637. Licensee(party seeking music license) City of Meridian, Meridian, Idaho (Municipality/Local Government Entity Name) (Street Address) 33 E. Broadyway Meridian ID 83642 (City) (State) (Zip) (URL) Garrett White 208-888-4433 Gwhite@meridiancity.org (Contact Name) (Phone) (Email) Billing m check here if all billing information is the same as above Invoice Preference (Billing Street Address) m Digital ❑Paper ❑Both (City) (State) (Zip) (Contact Name) (Phone) (Email) Comments (Optional:please provide any comments that may assist with processing your license) Form Completed By (Name) (Phone) (Email) (Date) A ALLTRACK Performing Rights Schedule 2 to Music License Reporting Form Form Submissions/Questions Municipalities/Local Government Entities licensing@alltrack.com (424)255-1637 FORM OVERVIEW Please provide the information required below and submit your completed form by email to licensing@alltrack.com.Capitalized terms not defined herein shall have the meanings ascribed within the Fee Schedule.This form is hereby incorporated by reference to the Music License. Licensee Name(legal) City of Meridian,Idaho Licensee Population 147,340 License Start Date 10/01/25 Form Completed By: Individual Name Steve Siddoway Title/Role Parks&Recreation Director Email ssiddoway@meridiancity.org Phone 208.888.3579 Date 3/36/2025 AIITrack Terms of Use Welcome to the AIITrack"Terms of Use". These Terms of Use by and between AIITrack Performing Rights LLC("AIITrack"),a Delaware limited liability company, and the party referenced in the Agreement("Licensee"),together with any of the following applicable documents—Music Licenses, Fee Schedules, Licensee Information Forms, Reporting Forms, Invoices—and any other applicable Schedules,Attachments,Addenda or Exhibits (collectively comprising the"Agreement"or"Music License"), constitute a binding agreement between AIITrack and Licensee, and set forth the terms and conditions pursuant to which Licensee may publicly perform("use"or"play") Music. Capitalized terms not defined herein shall have the meanings ascribed within the aforementioned documents collectively comprising the Agreement. 1. GRANT, DESCRIPTION AND LIMITATION OF RIGHTS As of the Start Date and throughout the Agreement Term,AIITrack grants to Licensee a non-exclusive right to play, in whole or in part,any and all musical compositions(works)in the Territory for which AIITrack is authorized to license the music publishing right of public performance ("Music"),solely as specified within the Music License. The grant herein is limited exclusively to the aforementioned rights, solely for public performances in the United States of America and its commonwealths, territories and possessions, including the Commonwealth of Puerto Rico (collectively the"Territory"). Licensee shall not authorize, grant or license to another party,or otherwise commercially exploit the right to publicly perform any Music by any means or method. For purposes of this section, third parties do not include Licensee's officials, employees, contractors,and Meridian City permit and license holders. The grant herein excludes performances of Music which are authorized by AIITrack pursuant to any other AIITrack license agreement, music associated with "Grand Rights"(musicals, plays, revues,operas or ballets)and the sound recording rights embodying the works in the AIITrack repertory. This grant of rights does not convey any rights, express or implied, other than those expressly granted by the Agreement.All rights not expressly granted to Licensee are reserved by AIITrack. 2. AUTHORITY AND E-SIGN CONSENT You hereby acknowledge and agree that you, as the individual entering into this Agreement on behalf of Licensee, represent that the information that you are providing in connection with this Agreement is true and complete, that you have the full right, power, authority and approvals to enter into this Agreement on behalf of Licensee, and that your agreement to this Music License constitutes Licensee's intent to be bound by its terms and to promptly pay all fees and other applicable amounts payable(if any). If you are submitting your agreement hereto electronically,you acknowledge and agree that it shall satisfy any legal requirement that signatures of Licensee and AIITrack be in writing.You are advised to maintain copies of electronic documents, confirmations and communications by printing a paper copy or saving an electronic copy. 3. CONDITIONS Licensee shall not grant to or authorize any subsidiary, parent,affiliate or third party the right to publicly perform the Music, regardless of means of transmission,without a valid AIITrack license or AIITrack's written consent. For purposes of this section, third parties do not include Licensee's officials,employees, contractors, and Meridian City permit and license holders. 4. LICENSE FEE With respect to the rights granted herein, you agree to pay an amount to AIITrack for the right to publicly perform (play)the Music(the"License Fee"), calculated and payable in accordance with the applicable Fee Schedule(s).You agree that your use of Music is accurately represented in this Agreement,that upon entering into this Agreement you will have secured the appropriate type of AIITrack license(s)for your business or entity and use of Music,and that you will notify AIITrack immediately in writing if your use of Music changes in a manner that would require incremental License Fees under this Agreement,or additional AIITrack Music Licenses or alternative types of AIITrack Music Licenses.All payments of License Fees hereunder are non-refundable and subject to late fees of 1.75% per month (or, if less, the maximum rate allowable by law), including reasonable collection agency and attorneys'fees. You agree that AIITrack may inquire directly of you from time to time about your use of music or verify your use of music through independent sources.You further agree to provide sufficient evidence, upon written request of AIITrack,to verify the accuracy of inputs used to determine your AIITrack license types and fees,and to permit AIITrack to inspect your books and records as related to any musical aspects of your business or entity. If such inquiry or verification results in a requirement for incremental License Fees,AIITrack shall send an invoice with the appropriate Fee Schedule pricing for the City to review. If the City does not agree with AIITrack's analysis, the parties may meet and confer to resolve. Notwithstanding any provision of the Agreement to the contrary, City may terminate the Agreement or the use of any service under the Agreement by written notice to AIITrack sent no more than thirty (30)days after City's receipt of notice of fee or service modifications. For retroactive fees,the appropriate Department must submit a request to City Council for approval. Notwithstanding anything to the contrary,AIITrack may make changes to the Fee Schedule(s); provided,that in the event of a change to a Fee Schedule that goes into effect other than on January 1 of any year,AIITrack must provide written notice of such change to Licensee, after which Licensee shall have thirty(30)days to terminate this Agreement effective as of the date such change is to take effect by providing written notice as specified herein,with reference to this provision as the basis for such termination. 5. BILLING Licensee acknowledges and agrees that AIITrack may automatically bill and charge Licensee as the Licensee Fee becomes due for the ongoing right to play Music as specified herein. If Licensee wishes to disable the automatic payment feature, Licensee may provide AIITrack notice accordingly as specified within the notification provisions herein.AIITrack's inability to successfully complete a transaction using the payment information in its possession does not relieve Licensee of its obligation to timely satisfy the License Fee due and payable. Notwithstanding anything to the contrary,AIITrack reserves the right to terminate this Agreement immediately without notice if the License Fee is not received by AIITrack by the required payment date. 6. PUBLIC RECORDS.AIITrack recognizes that City is subject to the Idaho Public Records Laws, Chapter 1, Title 74 Idaho Code. Notwithstanding any provision of the Agreement to the contrary, the City must comply with the Idaho Public Records Laws. Upon request,AIITrack shall provide records subject to inspection pursuant to Idaho Code section 74-102 and not maintained by the City. In any record provided to the City,AIITrack shall clearly designate individual portions of records that it desires to keep exempt as"exempt"on each page of such documents and shall indicate the basis for such exemption. The Clty will not accept a legend or statement on one page that all,or substantially all,of a document is exempt from disclosure.AIITrack shall indemnify and defend the City against all liability, claims, damages, losses, expenses, actions,attorney fees and suits whatsoever for honoring AIITrack's designation of exempt records or for AIITrack's failure to designate records as exempt. AIITrack's failure to designate as exempt any record that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any such release. If the City receives a request for materials claimed exempt by AIITrack,AIITrack shall provide the legal defense for such claim and pay all expenses incurred by the City in connection with such request. 7. INTENTIONALLY OMMITTED 8. TERMINATION AND BREACH Either party may terminate this Agreement by providing written notice to the other party no later than 30 days prior to expiration of the Agreement Term.Termination of the Agreement shall not relieve Licensee of its obligation to pay any remaining License Fees due, including License Fees for the period in effect at the time a notice of termination is provided. In the event of a breach of this Agreement by either party,either party may terminate this Agreement by providing 30 days written notice to the other, during which period the breach may be cured. If the breach has not been cured during such 30-day period, this Agreement shall expire; provided, however, that AIITrack shall have the right to terminate this Agreement immediately without notice upon (i)any change in law,decree or other regulation that would have a materially adverse impact to AIITrack's operations or costs, (ii)filing of a petition for bankruptcy with respect to Licensee, or(iii) Licensee declaring or becoming insolvent.AIITrack shall retain any remedies available to it under this Agreement beyond termination. 9. NOTICES AND COMMUNICATIONS Notices to AIITrack must be sent in writing (in English)to 324 S. Beverly Dr., Suite#523, Beverly Hills, CA 90212, or if sent via email, to legal@alltrack.com. Physical notices will be deemed to have been fully given when delivered in person or five days after deposit with a reputable overnight courier service. AIITrack and its affiliates may provide you with certain communications, notices, agreements, statements,or disclosures in writing ("Communications")in connection with this Agreement. This Agreement hereby confirms your ability and consent to receive Communications electronically from AIITrack and its affiliates, rather than in paper form, in our relationship with you. Under this consent,AIITrack may provide Communications directed to the latest contact information in this Agreement or maintained by Licensee in its AIITrack account, or for all matters other than a notification of a breach of the Agreement, by making the Communications available via AIITrack websites or applications accessible by Licensee. Communications are deemed delivered on the date sent or made available on AIITrack websites or applications accessible by Licensee and include, but are not limited to(1)agreements, terms and policies related to use of the Music, (2)financial transaction authorizations, invoices, receipts and/or confirmations, (3)account statements and history, and (4)fee drivers and requests for reporting. The agreements, terms, and policies may be amended by AIITrack, however, any changes to these documents must substantially and materially conform to the attached versions. Licensee is responsible for maintaining a valid email address, physical address and phone number on file with AIITrack through the later date on which it uses the Music or has an outstanding balance payable to AIITrack. 10. GOVERNING LAW The terms of this Agreement shall be governed by and construed in accordance with the laws of the state of Idaho. 11. DISPUTE RESOLUTION 12. GENERAL AIITrack shall have the right to immediately remove any Music from its repertory at its sole discretion to the extent there is an inquiry, dispute or investigation regarding the right of AIITrack to license such Music. You agree to notify AIITrack within 30 days of receipt of any claim of alleged infringement made against you with respect to your performance of Music. This Agreement and the rights and obligations herein are not transferrable or assignable by Licensee without the prior written consent of an officer of AIITrack. License Fees are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive.You must pay any applicable sales, gross receipts, value added, goods and services,and other transaction taxes,fees, charges and surcharges,and any regulatory cost recovery surcharges or similar amounts that are owed under or in connection with this Agreement and which we are permitted to collect from you under applicable law.AIITrack recognizes that,as a political subdivision of the State of Idaho, the city is exempt from paying certain tax types and shall not be responsible for the payment of such.You are responsible for all other taxes that you are legally obligated to pay including any taxes that arise on the provision of services or distribution of products to your customers,subscribers and affiliates.AIITrack is responsible for all taxes based on our net income,gross receipts(imposed in lieu of taxes on income or profits), or taxes on our property ownership. The terms of this Agreement shall be subject to AIITrack's standard practices and procedures in effect as of the date of this Agreement and as they may be updated, modified or supplemented from time to time. We may modify the terms herein in our sole discretion,which terms shall be made available on alltrack.com or one of its subdomains. You are responsible for periodically checking for changes and are bound by them by continuing to use the Music or any electronic services made available by AIITrack. You agree not to disparage, degrade or bring AIITrack(or any of its affiliated writers or publishers or its employees or contractors)into public disrepute, contempt,scandal or ridicule, and not to shock, or otherwise insult or offend the community in a manner that would cause harm to AIITrack. This Agreement is subject to our state general license disclosures. All covenants, agreements, representations and warranties made in this Agreement,shall survive any termination or expiration of this Agreement or discontinued use of the Music by you. 13. ENTIRE AGREEMENT; NO IMPLIED TERMS Each party acknowledges and agrees that this Agreement supersedes any other exchanges between the parties, whether written or oral,and no additional terms are or may be implied.The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement,and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. In the event these Terms of Use conflict with any other terms that collectively comprise this Agreement, the Terms of Use shall prevail. Failure to enforce any provision of this Agreement will not constitute a waiver. If part of this Agreement is declared void by a court of competent jurisdiction, the remaining parts shall continue to be binding and shall have the same force and effect as if the void part were deleted from this Agreement. 14. FISCAL NECESSITY AND NON-APPROPRIATION. AIITrack acknowledges that City is a governmental entity,and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. Notwithstanding anything in this Agreement to the contrary, City's obligations under this Agreement to provide payment to AIITrack as described herein shall be subject to and dependent upon appropriations being made by City Council for such purpose. 15. STATUTORY CERTIFICATIONS. Pursuant to Idaho Code §§ 18-8703, 67-2346,67-2347A,and 67-2359,AIITrack certifies: (1) it is not and will not for the duration of the Agreement be an abortion provider or affiliate abortion provider as those terms are defined in Idaho Code§ 18-8702; (2) it is not currently engaged in, and will not for the duration of the Agreement engage in, a boycott of goods or services from Israel or territories under its control; (3) it is not currently engaged in, and will not for the duration of the Agreement engage in, a boycott of any individual or company because the individual or company(a)engages in or supports the exploration, production, utilization, transportation,sale, or manufacture of fossil fuel-based energy, timber, minerals, hydroelectric power, nuclear energy, or agriculture, or(b)engages in or supports the manufacture, distribution, sale,or use of firearms, as defined in Idaho Code§ 18-3302(2)(d); (4) it is not currently owned or operated by the government of China and will not for the duration of the Agreement be owned or operated by the government of China; and (5) it will not assign or seek to assign the Agreement to a person who operates in violation of either statute. The City may immediately terminate at its convenience the Agreement upon receipt of information that AIITrack is in violation of the terms of this section. ALLTRACK Performing Rights 2025 Fee Schedule Municipalities / Local Government Entities This Fee Schedule sets forth the License Fees payable for the public performance("use"or"play")of Music at Licensee's Locations and Events(each as defined in Section 4). This Fee Schedule is hereby incorporated by reference to the Terms of Use and all capitalized terms that are not defined herein shall have the meanings ascribed within the Terms of Use. 1. LICENSE FEE Payment of the appropriate annual License Fee authorizes the unlimited use of Recorded Music and Live Music during the Agreement Term, solely at a Location and/or in connection with an Event(subject to Section 5). Table 1.1 Rate Card Population Range Annual License Fee Up to 25,000 $281 25,001 -50,000 $395 50,001 -75,000 $751 75,001 - 100,000 $946 100,001 - 125,000 $1,204 125,001 - 150,000 $1,523 150,001 - 175,000 $1,731 175,001 -200,000 $1,957 200,001 -225,000 $2,181 225,001 -250,000 $2,434 250,001 -300,000 $2,895 300,001 -350,000 $3,349 350,001 -400,000 $3,766 400,001 -450,000 $4,213 450,001 -500,000 $4,611 Plus$299 for each additional Population Range of 50,000 over 500,000 The License Fee for the upcoming annual period shall be determined based on Licensee's Population (per Table 1.1 above). Effective each January 1 st, the Rate Card (per Table 1.1 above)for purposes of determining the annual License Fee for the upcoming Renewal Term shall be adjusted by the increase, if any, in the Consumer Price Index for All Urban Consumers(CPI-U), or by 5%,whichever is greater.AIITrack must notify the City of Meridian sixty(60)days prior to the increase. If the City of Meridian wishes to cancel the Agreement, it must cancel prior to thirty(30)days of the new fee going into effect. 2. LICENSE FEE TERM & PAYMENT This Agreement shall commence on the Music use start date set forth in the Music License (the "Start Date")and continue for a period of one year(the"Initial Term").Thereafter, the term of the Agreement shall automatically renew annually(each renewal period a "Renewal Term"and the Initial Term plus all Renewal Terms collectively, the "Agreement Term"). License Fees for the Initial Term are due upon execution of the Agreement. License Fees for Renewal Terms will be due as of the first day of each Renewal Term. 3. REPORTING REQUIREMENTS ALLTRACK Performing Rights For each Renewal Term during which United States census data has been updated (i.e. every 10 years),you agree to report to AIITrack the revised Population of Licensee using the Reporting Form or online application made available to you by AIITrack, provided, however that if Licensee's Population tier within the Rate Card has not changed, no reporting will be required. Reporting in connection with a change in Population is due to AIITrack no later than 30 days prior to the first date of each applicable upcoming Renewal Term. 4. DEFINITIONS Event. A gathering of Attendees for a limited duration of time that is solely conducted, controlled, promoted, presented or sponsored by Licensee whereby no third party directly shares or participates in any gross revenue or proceeds of the gathering,during which Live Music or Recorded Music is publicly performed. Events shall include(subject to Section 5) competitions and games(non-professional), concerts, dances, exercise classes,fairs,festivals, pageants, parades, social events and shows. License Fee. The amount payable by Licensee to obtain the right of public performance for Music played at the Locations and Events. Live Music. Music that is performed in person by bands, solo musicians, singers/vocalists, instrumentalists, DJs, karaoke or other similar persons (including live performances via holographic transmission). Location. A location or premises solely owned, leased, or operated by Licensee whereby no third party directly shares or participates in any gross revenue or proceeds of the operations conducted at the location or premises. Locations shall include (subject to Section 5)amphitheaters, auditoriums, community and civic centers, government offices, hospitals, libraries, parks, parking lots, police and fire stations,swimming pools, recreational facilities, streets and zoos. Population. The number of people that reside in Licensee's municipality or local geographic area of governance, as per the most recent United States census. Recorded Music. Music that has been previously captured and recorded that is played (streamed, broadcast, transmitted, retransmitted, etc.)via any device including, but not limited to, a digital streaming device (phone, tablet, desktop, laptop,smart TV, virtual reality hardware, augmented reality hardware, infotainment device,or other internet- connected device), background music device, TV or other audiovisual device, gaming machine or console, radio, jukebox or other device that enables the playback of digital media, CDs, tapes, records, DVDs, videotapes or other similar media. 5. EXCLUSIONS Notwithstanding anything to the contrary herein,an AIITrack license obtained in connection with this Fee Schedule excludes the right to play Music in connection with any of AIITrack's other Fee Schedules,as determined in AIITrack's sole discretion, including but not limited to AIITrack's Fee Schedules for"Airports", "Amusement,Theme&Water Parks", "Colleges&Universities", "Sports Teams (Professional)"and "Stadiums,Arenas&Concert Venues—Greater Than 2,000 Seats".