HomeMy WebLinkAbout6.h. Live Barn Agreement – Rosemount Arena
EXECUTIVE SUMMARY
City Council Regular Meeting: September 4, 2018
AGENDA ITEM: Live Barn Agreement – Rosemount
Arena
AGENDA SECTION:
Consent
PREPARED BY: Dan Schultz, Parks and Recreation
Director
AGENDA NO. 6.h.
ATTACHMENTS: Proposed Live Barn Agreement APPROVED BY: LJM
RECOMMENDED ACTION: Motion to approve the attached agreement between the City
of Rosemount and Live Barn.
ISSUE
For the past several months, staff from the Parks and Recreation Department have been working with a
company called Live Barn to bring a service to the Rosemount Arena where people can remotely watch
what is happening on the ice by becoming a member of Live Barn. The viewers can get a subscription to
watch games and other events at the RCC Arena, providing a good way for grandparents or parents who
travel to still be able to watch games without being at the rink. There is no cost to the City associated with
this partnership.
This service is also offered at rinks such as Doug Woog Arena in South St. Paul, Richfield City Rink, MN
Made Ice Center, Schwan Super Rink, Buffalo City rink, Delano City rink, Chaska City Rink, and Elk River
City Rink, among others.
The City does have the ability to restrict what is shown on the service. An example of what will not be
shown, would be high school hockey practices.
The City attorney has had a chance to review the proposed agreement and the comments provided by the
attorney have been incorporated into the agreement.
RECOMMENDATION
Staff is recommending the City Council approve the agreement with Live Barn to provide a video service
that broadcast live events at the Rosemount Arena.
VENUE AGREEMENT
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DATE:
BETWEEN: LIVEBARN INC. (“LiveBarn”)
and
_________________________________________
(“Venue Owner”)
WHEREAS LiveBarn Inc. and Venue Owner wish to enter
into this Agreement pursuant to which LiveBarn will install
at Venue Owner’s Ice Rink Sheet described in the attached
Schedule “A” (each being an “Ice Rink Sheet”) a fully
automated sports broadcasting system for the delivery of
live and/or on demand video and audio streaming to
internet connected devices such as smartphones, computers
or tablets (the “Automated Online Broadcast Service”);
NOW, THEREFORE, in consideration for the mutual
promises set out below, and for other good and valuable
consideration acknowledged by the parties, LiveBarn and
Venue Owner agree as follows:
1 AUTOMATED ONLINE BROADCAST
SERVICE
1.1 LiveBarn shall, at its own expense, install and
maintain all hardware, software and internet bandwidth
required for the operation and maintenance of the
Automated Online Broadcast Service in regards to each Ice
Rink Sheet. The initial installation will occur within six
months from the date of this Agreement (such six month
date being herein referred to as the "Latest Install Date"); it
will be scheduled with the written approval (including
email) of Venue Owner, and concurrently with the
installation, LiveBarn will specifically explain to Venue
Owner representative onsite exactly where any hardware or
other components will be installed. Installation will then
only proceed with the consent of Venue Owner which
consent will be deemed upon LiveBarn undertaking its
installation. The initial installation for each Ice Rink Sheet
shall include one (1) computer, one (1) router, one (1)
modem, between one (1) and three (3) power converters,
and up to two (2) cameras to be placed on the side walls or
on the beams or columns extending from the walls. The
internet connection and computer shall be located adjacent
to the respective Ice Rink Sheet in a secure location with
electrical power outlets. The exact selection of camera
locations will be made after consideration for optimal
broadcast quality and avoidance of any obstruction. Any
modification to the installation will only be undertaken
with the permission and process with Venue Owner as
outlined above. Venue Owner shall assume the cost of
electricity for the components installed in connection with
this Agreement.
1.2 In addition LiveBarn shall, at its expense, install
a minimum of one (1) 40 to 50 inch video screen
immediately above or adjacent to the main entry door
which screen will continuously display LiveBarn highlights
and information. The video screen will also display Venue
Owner’s own unique code described in Subsection 1.5.
LiveBarn will also provide, at its expense, up to one (1)
mini-computer that will allow Venue Owner to display the
Live or On-Demand broadcast on any existing TVs in their
restaurant area, should Venue Owner have one.
1.3 Title to all hardware, software, and wiring shall
remain in the name of LiveBarn.
1.4 All content broadcast using the Automated
Online Broadcast Service, including the video and audio
relating to all sports and recreational activities occurring on
each Ice Rink Sheet (collectively, the “Content”), will be
made available to LiveBarn’s subscribers on a monthly
subscription basis, subject to sections 1.7 and 1.8 below.
LiveBarn will determine the pricing for its offerings of the
Automated Online Broadcast Service. From time to time
LiveBarn may provide a free trial at its discretion.
1.5 Revenue generated from the Automated Online
Broadcast Service will be the property of LiveBarn;
however, LiveBarn will supply Venue Owner with a unique
code to enable it to market and solicit new memberships for
LiveBarn, for which LiveBarn will pay Venue Owner thirty
percent (30%) of the revenues generated from these
memberships over the full lifetime of these memberships -
until such membership is discontinued. The above code
will enable Venue Owner to solicit LiveBarn memberships
by providing potential members with the attraction of a
10% discount. This code will track the memberships
generated by Venue Owner on a quarterly basis. The above
payments to Venue Owner will only apply to LiveBarn
memberships originated with the unique code allocated to
Venue Owner. LiveBarn will pay Venue Owner its
revenue share within 30 days of the end of each calendar
quarter together with a corresponding revenue statement,
and this revenue share distribution will commence upon
Venue Owner achieving an average total of 20 code
subscribers per month(from amongst all its codes - 60 total)
per Ice Rink sheet, in a calendar quarter. Venue Owner will
provide a staff person to communicate with and receive
LiveBarn’s various local marketing initiatives (including
social media) as described below.
1.6 LiveBarn shall be the exclusive owner of all
rights in and to the Content, and shall have the exclusive
right to broadcast the Content for all purposes and in any
manner it determines in its sole discretion, including by
providing its broadcast signal to national broadcasters and
digital media distributors. Without limiting the foregoing,
the Venue Owner acknowledges that online distributions of
the Content from each Ice Rink Sheet will be made
available to all subscribers of the Automated Online
Broadcast Service, subject to sections 1.7 and 1.8 below.
1.7 LiveBarn will provide Venue Owner with an
exclusive online administrative password to enable Venue
Owner in its discretion to “blackout” any particular dates or
time periods from being broadcast on any selected Ice Rink
Sheet (the “Blackout Restrictions”).
VENUE AGREEMENT
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1.8 LiveBarn will also provide Venue Owner with
the ability in its discretion to restrict viewer access to any
broadcasts from its Venue to a pre-selected potential
audience for privacy purposes.
1.9 During the Term (as defined below), LiveBarn
will provide Venue Owner with three (3) complimentary
LiveBarn accounts for each Ice Rink Sheet.
1.10 LiveBarn will hold Venue Owner harmless for
any injuries to LiveBarn employees and agents in
connection with their work.
2 TERM AND TERMINATION
2.1 The term of this Agreement commences on the
date approved by the Rosemount City Council until the six
year anniversary of the Latest Install Date (the “Term”),
and it will automatically renew for successive terms of two
(2) years, unless either party notifies the other in writing of
its intent to discontinue this Agreement at least ninety (90)
days before the expiration of the then current term.
2.2 Notwithstanding the foregoing, but subject to
Subsection 3.1 below, either party shall have the right to
terminate this Agreement for any reason upon giving (90)
days written notice to the other party.
2.3 Upon termination of this Agreement by
expiration of the term or for any other cause, LiveBarn
shall, at its own cost and expense, remove all hardware,
software and wiring from Venue Owner's location.
2.4 Venue Owner shall have the right to terminate this
Agreement if LiveBarn materially breaches this Agreement
and the material breach is not cured to within forty
(40) days after Venue Owner provides written notice which
outlines such breach to LiveBarn.
3 EXCLUSIVITY
3.1 In consideration for the investment of time and
expense incurred by LiveBarn to fulfill its obligations
under this Agreement, the receipt and sufficiency of which
is hereby acknowledged, the Venue Owner hereby declares
and agrees that for a period of six (6) years from the
commencement date of the Term, and notwithstanding the
termination of this Agreement by the Venue Owner, for any
reason, LiveBarn shall have the absolute exclusivity to
broadcast Content from each of the Ice Rink Sheets using
an automated (without individuals operating cameras)
online broadcasting system. For greater certainty, the said
exclusivity shall apply for the six (6) year period even if the
Venue Owner elects to terminate this Agreement pursuant
to Subsection 2.2 above prior to the expiration of the Term.
3.2 The Venue Owner hereby declares and
acknowledges that the foregoing exclusivity, including the
term thereof, is reasonable in the circumstances, and that
LiveBarn is relying upon such exclusivity in connection
with the provision of the Automated Online Broadcast
Service and that LiveBarn would not have entered into this
Agreement without such exclusivity. However, the
foregoing exclusivity shall not apply should LiveBarn cease
operations or to the extent Venue Owner terminates this
agreement in accordance with section 2.4.
3.3 Venue Owner acknowledges and agrees that, in the
event of a breach or threatened breach by it of the provisions
of Subsection 3.1 above, LiveBarn will have no adequate
remedy in money or damages and, accordingly, shall be
entitled to an injunction in a court of competent jurisdiction
against such breach. However, no specification in this
Agreement of any specific legal or equitable remedy shall be
construed as a waiver or prohibition against any other legal or
equitable remedies in the event of a breach of any of the
provisions of this Agreement.
4 SUPPLY OF AUTOMATED ONLINE
BROADCAST SERVICE
4.1 LiveBarn will use reasonable skill and care to
make the Automated Online Broadcast Service available
throughout the Term. Notwithstanding the foregoing,
LiveBarn shall have no responsibility, liability, or obligation
whatsoever to Venue Owner, or any other third party, for any
interruptions of the Automated Online Broadcast Service.
4.2 LiveBarn may, without any liability to Venue
Owner, suspend the supply of all or part of the Automated
Online Broadcast Service upon giving Venue Owner
notice. This would occur if the LiveBarn equipment is
repeatedly damaged or LiveBarn is unable to obtain a
sufficient internet signal to the venue.
4.3 The Venue Owner agrees to use all reasonable
efforts to notify LiveBarn by email to
venuesupport@livebarn.com as soon as it becomes aware
of any interruption or malfunction with the Automated
Online Broadcast Service. Venue Owner will not be
responsible for damage or malfunction of any equipment
and LiveBarn will repair or replace at its cost any
malfunctioning components which is required. Any
required service visit by LiveBarn will be scheduled with
the written approval (including email) of Venue Owner.
LiveBarn will specifically explain the repair, replacement
or service work to Venue Owner representative onsite and
this work will only proceed with the consent of Venue
Owner which consent will be deemed upon LiveBarn
undertaking its work.
4.4 From time to time there will be on site
adjustments requiring assistance from a technically
proficient person at the Venue. Venue Owner will be
responsible to supply such person when necessary.
5 NOTICE TO PUBLIC
5.1 The Venue Owner agrees to post a notice at the
entrance to its venue and inside each Ice Rink Sheet,
advising the public that the venue is monitored by video
cameras for security, safety and commercial purposes, and
VENUE AGREEMENT
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participants waive any claim relating to the capture or
public transmission of his/her participation while at the
venue. LiveBarn will supply and post these notices during
its initial installation and reserves the right to modify the
language contained therein from time to time, in its sole
discretion, to satisfy its legal obligations.
5.2 In all agreements with parties for usage of the
Venue, Venue Owner agrees to use all reasonable efforts to
include provisions both disclosing the existence of
LiveBarn broadcasting at the Venue and requiring such
parties to notify all their users of the Venue of this.
6 MARKETING
6.1 Venue Owner agrees to promote LiveBarn
through all available avenues discussed in this section,
understanding that it is in Venue’s best interest financially
to market LiveBarn to their customers and patrons.
LiveBarn will also provide, at its expense, a minimum of
one (1) 2.5 x 6’ color printed standing banner, branded with
Venue Owner’s unique code described in Subsection 1.5, to
be displayed within Venue Owner’s lobby in a prominent
location. Venue Owner understands that failure to comply
and make reasonable promotion and marketing efforts will
result in lower revenue share payments to Venue Owner.
6.2 Venue Owner will provide a marketing contact
person (s) who will be responsible for interacting with
LiveBarn and becoming knowledgeable about the various
LiveBarn marketing and promotion initiatives. Upon
installation of LiveBarn, Venue Owner will make said
contact available for a 30 minute video web session,
serving as an orientation into all of the best practices for
introducing and promoting LiveBarn. This person will
subsequently be responsible for implementing promotion
and marketing initiatives to Venue’s customers and patrons.
6.3 Venue Owner will place a LiveBarn banner or
link on their website with a backlink and embedded demo
video where possible. Venue Owner will do the same with
any organizations, associations, clubs and affiliates that it
owns that use their facility.
6.4 Venue Owner will announce the LiveBarn
installation as well as embed any demo video on all of their
social media networks. Venue Owner will also like and
follow LiveBarn on said social media networks as well as
share content when tagged, acknowledging that this will
only be used when venue is directly involved with any
video shared. Venue Owner will do the same with any
organizations, associations, clubs, affiliates that it owns that
use their facility.
7 GENERAL
7.1 Any amendment to this Agreement must be in
writing and signed by both parties.
7.2 Although LiveBarn will remain liable for its
obligations hereunder, LiveBarn shall be permitted to use
agents and subcontracts to perform its installation,
maintenance and repair obligations hereunder.
7.3 The waiver of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of
any other or subsequent breach.
7.4 If any part of this Agreement is held to be invalid
or unenforceable, that part will be severed and the rest of
the Agreement will remain in force. Headings herein are
for reference only.
7.5 LiveBarn hereby represents that it maintains
$2,000,000 of General Liability Insurance, $2,000,000 in
Media Coverage Insurance and $2,000,000 in
Cyber Insurance, and that upon execution of this
Agreement, Venue Owner will will be emailed a Certificate
of Additional Insured with its name and location
confirming its status as Additionally Insured. No activities
under this agreement may commence until the Venue
Owner confirms, in writing, the sufficiency of LiveBarn’s
certificate of insurance.
7.6 All notices required under this Agreement must
be given in writing and by email to Livebarn at
venuesupport@livebarn.com, fmiller@livebarn.com,
ray@livebarn.com, martin @livebarn.com and to Venue
Owner at its address listed herein. Either party may change
its address from time to time by providing notice of such
change to the other party.
7.7 This Agreement describes the entire
understanding and agreement of the parties, and supersedes
all oral and written agreements or understandings between
them related to its subject matter.
7.8 This Agreement may be executed in one or more
counterparts, each of which will be deemed an original, and
all of which taken together will be deemed to be one
instrument.
7.9 This Agreement is governed by and will be
interpreted under the laws of the State of Minnesota. Any
disputes shall be heard in the courts of Dakota County,
Minnesota..
7.10 Each party shall keep the terms contained herein
confidential and neither of its directors, officers,
employees, agents or representatives, where applicable,
shall disclose the terms contained herein without the
express written consent of the other party, unless such
disclosure is required by applicable law. LiveBarn
acknowledges that Venue Owner is subject to Minn. Stat.
Chapter 13 and cannot guarantee confidentiality of the
terms of this Agreement.
7.11 Venue Owner will not be liable to
LiveBarn by reason of inconvenience or annoyance
for any damages or lost revenue due to power loss or
shortage, mechanical breakdown, structural damage,
VENUE AGREEMENT
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roof collapse, fire, flood, renovations, improvements,
alterations, or closure of the facility by it or any
regulatory agency.
7.12 LiveBarn consents to Venue Owner promoting in
its marketing materials that LiveBarn supplies it with the
LiveBarn installed product.
IN WITNESS WHEREOF, the Parties have executed this
Agreement on the date and at the place first above mentioned.
LIVEBARN INC.
Per:
VENUE OWNER
Per:
Print Name:
VENUE OWNER
Per:
Print Name:
Venue Name and Address:
Name of Each Rink:
(i.e. Rink #1 or Main Rink)
Primary Contact - Venue General
Manager or Decision Maker:
Name:
Work Number:
Cell Phone:
Email Address:
Secondary Contact or On-Site Manager:
Name:
Work Number:
Cell Phone:
Email Address:
PLEASE FILL OUT SCHEDULE A
VENUE AGREEMENT
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Venue Marketing Contact:
Name:
Work Number:
Cell Phone:
Email Address:
Venue Technical Contact:
Name:
Work Number:
Cell Phone:
Email Address: