Purchase- Money Security Agreement20 2 3- 32 728
PURCHASE -MONEY SECURITY AGREEMENT
THIS PURCHASE -MONEY SECURITY AGREEMENT (as amended, restated or otherwise modified,
this "Agreement") dated as of, October 23, 2023 made by MIAMI MUSIC FESTIVAL, INC., a Florida
corporation dba Miami Beach Classical Music Festival (the "Festival" or "Grantor"), in favor of CITY OF
MIAMI BEACH, FLORIDA, a Florida municipal corporation (the City or "Lender").
WHEREAS, on July 20, 2022, the Mayor and Commission approved Resolution 2022-32261,
authorizing a special election, submitting to the electorate of the City of Miami Beach the question asking
whether the City shall be authorized to issue general obligation bonds, not exceeding $159,000,000, to
improve facilities for resiliency of arts and cultural institutions throughout the City, including museums,
performance venues, artistic playgrounds, senior/cultural centers, botanical garden, aquatic sculpture park,
and related artist/workforce housing; and
WHEREAS, on November 8, 2022, the voters of the City of Miami Beach approved the issuance of a
General Obligation Bond for Arts & Culture (the "Bond") in the not to exceed amount of $159 million; and
WHEREAS, the final list of projects included a $3 million allocation for Miscellaneous Arts & Culture
Projects, to be vetted at a future date; and
WHEREAS, projection mapping is a technological innovation that can transform all surfaces in a given
space including walls, stages, buildings, and roads; and
WHEREAS, on February 22, 2023, the Mayor and Commission adopted Resolution 2023-32509
approving the acquisition by the City of projection mapping projectors and related production equipment
("Equipment') that allow for the transformation of City venues and facilities into immersive performance
experiences (the "Project") utilizing funds up to the amount remaining in the Miscellaneous Arts & Culture
Category, such equipment to be used initially by Miami Music Festival, Inc. dba the Miami Beach Classical
Music Festival (the "Festival") for programming during public performances and activations, and further,
referring the item to the G.O. Bond Oversight Committee (the "Committee") for its consideration of the
amount to be allocated for such equipment acquisition; and
WHEREAS, the Committee reviewed the Project at its March 30, 2023 meeting and made a motion
recommending funding in the amount of $1.5 million; and
WHEREAS, on March 31, 2023, the Finance and Economic Resiliency Committee (the "FERC") heard
input from staff and various grantees regarding Tranche 1 of the Bond and considered recommendations
made by the Administration; and
WHEREAS, the FERC made several recommendations regarding Tranche 1, including a suggestion
that the Festival should provide a revenue share to the City; and
WHEREAS, on April 28, 2023, the City Commission adopted Resolution No. 2023-32592 accepting
the FERC's recommendations and approving Tranche 1 in the not -to -exceed amount of $101,700,000; and
WHEREAS, on May 17 and June 28, 2023, the first and second public readings of the bond issuance
resolution were held, and the issuance was approved; and
WHEREAS, Tranche 1 of the Bond was issued on July 27, 2023; and
WHEREAS, after considering various factors, including the length of time it would take for the City to
acquire the Equipment, the possible exposure of the City if the Festival's use of the equipment resulted in
any injury to persons or property damage, as well as the additional need to find suitable storage for the
Equipment, the Administration determined that making the funds available to the Festival to enable it to
purchase the Equipment directly would be in the best interests of the City; and
WHEREAS, the Administration concluded the best mechanism for funding the Festival's purchase of
the Equipment would be a loan to the Festival secured by a lien (i.e., a purchase money security interest
pursuant to Section 619.1031, Florida Statutes) on the Equipment; and
WHEREAS, on September 13, 2023, the City Commission adopted Resolution 2023-32728 approving
a purchase money loan by the City to the Grantor in the amount of $1,500,000 with interest of 1.5% per
annum to be funded from the proceeds of the Bond (the "Purchase Money Loan"); and
WHEREAS, pursuant to the Purchase -Money Promissory Note of even date herewith (as amended,
restated, supplemented or otherwise modified, the "Purchase -Money Note"), made by Grantor in favor of
the Lender, the Lender made a loan to the Grantor in the amount of One Million Five Hundred Thousand
and 00/100 Dollars to finance the cost to acquire equipment relating to the Project (a detailed list of such
equipment is set forth in Exhibit A attached hereto and incorporated herein, and such equipment referred
to herein as "Project Assets"); and
WHEREAS, in connection with the transactions contemplated by the Purchase -Money Note and as a
condition precedent thereto, the Lender has requested that the Grantor grant a continuing security interest
in and to the "Collateral" (as hereinafter defined) to secure the "Secured Obligations" (as hereinafter
defined), and the Grantor has agreed to do so pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and to induce the Lender to enter into and
make available loans pursuant to the Purchase -Money Note, the Grantor hereby agrees with the Lender as
follows:
SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined in this Agreement,
including the preambles and recitals hereof, shall have the meaning assigned thereto in the Purchase -
Money Note. In the event of a conflict between the definition of capitalized terms defined herein and the
definition of those same capitalized terms in the Purchase -Money Note, the definitions in the Purchase -
Money Note shall control. The following additional terms when used in this Agreement shall have the
following meanings:
"Applicable Law" means all applicable provisions of constitutions, statutes, laws, rules, treaties,
regulations and orders of all Governmental Authorities and all orders and decrees of all courts and
arbitrators.
"Collateral" shall have the meaning assigned thereto in Section 2(a) hereof.
"Event of Default" means (i) the occurrence of an "Event of Default" under the Purchase -Money Note
and/or (ii) failure of Grantor to maintain the insurance required pursuant to this Agreement.
"Financing Statements" shall mean the UCC-1 Financing Statements naming the Grantor as debtor
and the Lender as secured party, with respect to the Collateral.
"Governmental Authority" means the government of any nation or any political subdivision thereof,
whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of, or pertaining to, government.
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor
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or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to
such asset.
"Loan Documents" means this Agreement, the Purchase -Money Note and any other document
executed in connection with the foregoing.
"Material Adverse Effect" means, with respect to the Grantor, a material adverse effect on the
properties, business, prospects, operations or condition (financial or otherwise) of the Grantor or the ability
of the Grantor to perform its obligations under the Loan Documents or any material contracts.
"Person" means an individual, corporation, partnership, limited liability company, association, trust,
business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated
organization, Governmental Authority or any other form of entity or group thereof.
"Proceeds" means all "proceeds" (as defined by the UCC) of, and all other profits, rentals or receipts,
in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other
disposition of, or realization upon, the Collateral, including, without limitation, all claims of the Grantor
against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned
premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or
requisition payments with respect to any Collateral.
"Secured Obligations" means all indebtedness and obligations under the Purchase -Money Note and
any renewals and extensions thereof and replacements and substitutions thereof.
"Security Interests" means the security interests granted pursuant to Section 2, as well as all other
security interests created or assigned as additional security for the Secured Obligations pursuant to the
provisions of this Agreement.
"UCC" means the Uniform Commercial Code as in effect on the date hereof in the State of
Florida; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection
or non -perfection of the Security Interests in any Collateral is governed by the Uniform Commercial Code.
as in effect in a jurisdiction other than Florida, "UCC" means the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection
or non -perfection.
SECTION 2. The Security Interests.
(a) To secure the Purchase -Money. Note and to secure the full and prompt payment and performance
of all of the Secured Obligations, the Grantor hereby grants to the Lender a continuing security interest in
and to all of the Grantor's right, title and interest in and all of the following, wherever located and whether
now owned or hereafter acquired or arising (collectively, the "Collateral"):
(i) all Project Assets purchased with the proceeds of loans made to Grantor pursuant to
the Purchase -Money Note, to the extent of such proceeds (the Project Assets listed in Exhibit A
constitute the initial Collateral hereunder);
(ii) all products and Proceeds of all or any such Project Assets; and
(iii) although Maker shall not have an affirmative obligation to upgrade or replace Project
Assets, to the extent Maker acquires equipment that will be used in substitution of any of the
Project Assets that is or become obsolete or irreparable, then such equipment will be deemed
Collateral for all purposes.
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(b) In the Request for Funding to be delivered by the Grantor to the Lender pursuant to the Purchase -
Money Note, the Grantor shall describe all Project Assets to be purchased with the proceeds of the
requested loan in sufficient detail to identify them as being subject to a purchase -money security interest
to the extent provided by Applicable Law.
(c) The Security Interests are granted as security only and shall not subject the Lender to, or transfer
to the Lender, or in any way affect or modify, any obligation or liability of the Grantor with respect to any of
the Collateral or any transaction in connection therewith.
SECTION 3. Representations and Warranties. The Grantor represents and warrants as follows:
(a) The Grantor is a not -for -profit corporation duly organized, validly existing and in good standing
under the laws of Florida.
(b) The Grantor has the corporate power and authority and the legal right to execute and deliver, to
perform its obligations under, and to grant the Security Interests in the Collateral pursuant to, this
Agreement and has taken all necessary corporate action to authorize its execution, delivery and
performance of, and grant of the Security Interests on the Collateral pursuant to, this Agreement.
(c) This Agreement constitutes a legal, valid and binding obligation of the Grantor enforceable in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by
the availability of equitable remedies.
(d) The execution, delivery and performance of this Agreement will not violate any provision of any
material Applicable Law or material contractual obligation of the Grantor and will not result in the creation
or imposition of any Lien on any of the material properties or revenues of the Grantor pursuant to any
Applicable Law or contractual obligation of the Grantor, except as contemplated hereby.
(e) No consent or authorization of, filing with any arbitrator or Governmental Authority and no consent
of any other Person (including, without limitation, any stockholder or creditor of the Grantor), is required in
connection with the execution, delivery, performance, validity or enforceability against the Grantor of this
Agreement, except filings under the Uniform Commercial Code.
(0 No material litigation, investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of the Grantor after due inquiry, threatened by or against the
Grantor or against any of its properties or revenues with respect to this Agreement or any of the transactions
contemplated hereby.
'(g) The Grantor has good and marketable title to all of its Collateral, free and clear of any Liens.
(h) The Grantor has not performed any acts that would prevent or hinder the Lender from enforcing
any of the terms of this Agreement. No financing statement, mortgage, security agreement or similar or
equivalent document or instrument covering all or any part of the Collateral is on file or of record in any
jurisdiction.
SECTION 4. Further Assurances: Covenants.
(a) General.
(i) The Grantor shall not change the location of its chief executive office or principal place
of business unless it shall have given each Lender thirty (30) days prior written notice thereof.
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(ii) The Grantor shall maintain the Collateral at a location within 30 miles from Miami Beach
City Hall (1700 Convention Center Drive, Miami Beach, FL 33139) to be approved by Lender in
writing and the Grantor shall not change the location of any Collateral without Lender's prior
written consent. The Grantor shall provide the Lender with access to the location where the
Collateral will be stored (i.e., a key and/or passcode to enter storage facility). Lender shall have
the right to inspect the Collateral during business hours at any time. The Lender has made the
Purchase Money Loan with the express understanding that the Project Assets will always be in
the exclusive custody and control of Grantor (and not loaned for use by third parties) and that
the Collateral will be used primarily within the city limits of the City of Miami Beach to enhance
cultural experiences for the City's residents. Notwithstanding the foregoing, the Grantor may
from time to time, with the City's prior written consent, use the Collateral at other locations
outside of the City of Miami Beach but within the South Florida area (i.e., Miami -Dade County,
Broward County, Palm Beach County and Monroe County) provided that (A) Grantor shall in all
cases give priority to requests to use the Project Assets for programming produced or sponsored
by the Lender, (B) any such uses will be productions in which Grantor has sole custody and
control of the Collateral (i.e., Grantor may not loan the Collateral for use by any third party and
(C) Grantor shall in all cases ensure that its insurance policies will afford coverage for the
equipment in connection with all such uses.
(iii) The Grantor shall not change its name, identity, jurisdiction of incorporation or
corporate structure in any manner unless it shall have given each Lender thirty (30) days' prior
written notice thereof and delivered an opinion of counsel with respect thereto in accordance
with Section 4(a)(viii) hereof.
(iv) The Grantor shall maintain the Lender's Security Interests in the Collateral as first
priority perfected Liens thereon. The Grantor hereby irrevocably authorizes Lender at any time
and from time to time to file in any filing office in any jurisdiction any initial financing statements
and amendments thereto that (a) describe the Collateral and (b) provide any other information
required by Applicable Law of such jurisdiction for the sufficiency or filing office acceptance of
any financing statement or amendment, including (i) whether the Grantor is an organization, the
type of organization and any organizational identification number issued to the Grantor and (ii),
in the case of a financing statement filed as a fixture filing, a sufficient description of the real
property to which the Collateral relates. The Grantor agrees to furnish any such information to
either Lender promptly upon such Lender's request. The Grantor shall pay the costs of, or
incidental to, any recording or filing of the financing statements, financing statement
amendments or continuation statements concerning the Collateral.
(v) If any Collateral is at any time in the possession or control of any warehouseman,
bailee, agent or processor, the Grantor shall notify in writing such warehouseman, bailee, agent
or processor of the Security Interests created hereby, shall obtain such warehouseman's,
bailee's, agent's or processor's agreement in writing to hold all such Collateral for the Lender's
account subject to the Lender's instructions, and shall cause such warehouseman, bailee, agent
or processor to issue and deliver warehouse receipts, bills of lading or any similar documents
relating to such Collateral to the Lender, in Lender's name and in form and substance
acceptable to the Lender.
(vi) (A) The Grantor shall maintain with financially sound and reputable insurers insurance
with respect to its properties and business against such casualties and contingencies as shall
be in accordance with general practices of businesses engaged in similar activities in similar
geographic areas. Such insurance shall be in such minimum amounts that the Grantor will not
be deemed a co-insurer under applicable insurance laws, regulations and policies and otherwise
shall be in such amounts, contain such terms, be in such forms and be for such periods as may
be reasonably satisfactory to the Lender. In addition, all such insurance shall be payable to the
Lender as loss payees. Without limiting the foregoing, Grantor shall maintain the below required
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insurance in effect until such time as the Secured Obligations have been paid in full and
satisfied. The maintenance of proper insurance is a material element of this Agreement and
failure to maintain or renew the coverage shall be treated as an Event of Default under the
Purchase -Money Note and this Agreement.
(a) Worker's Compensation Insurance for all employees of the vendor as required by
Florida Statute 440, and Employer Liability Insurance for bodily injury or disease.
Should the Vendor be exempt from this Statute, the Vendor and each employee shall
hold the City harmless from any injury incurred during performance of the Contract.
The exempt Vendor shall also submit (i) a written statement detailing the number of
employees and that they are not required to carry Workers' Compensation insurance
and do not anticipate hiring any additional employees during the term of this contract
or (ii) a copy of a Certificate of Exemption.
(b) Commercial General Liability Insurance on an occurrence basis, including products
and completed operations, property damage, bodily injury and personal & advertising
injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general
aggregate.
(c) Automobile Liability Insurance covering any automobile, if vendor has no owned
automobiles, then coverage for hired and non -owned automobiles, with limit no less
than $1,000,000 combined per accident for bodily injury and property damage.
(d) Casualty or Physical Hazard Insurance on an "all risks" basis, with broad form flood
and earthquake coverages and electronic data processing coverage, with a full
replacement cost endorsement and an "agreed amount" clause in an amount equal to
100% of the full replacement cost of the Collateral,
(e) Umbrella Liability Insurance in an amount no less than $3,000,000 per occurrence.
The umbrella coverage must be as broad as the primary General Liability coverage.
The Lender reserves the right to modify these requirements, including limits, based on the
nature of the risk, prior experience, insurer, coverage, or other special circumstances.
(B) City of Miami Beach must be included by endorsement as an additional insured
with respect to all liability policies (except Professional Liability and Workers' Compensation)
arising out of work or operations performed on behalf of the contractor including materials, parts,
or equipment furnished in connection with such work or operations and automobiles owned,
leased, hired or borrowed in the form of an endorsement to the contractor's insurance.
(C) All policies of insurance shall provide for at least 30 days' prior written
cancellation notice to the Lender c/o EXIGIS Insurance Compliance Services. In the event of
failure by the Grantor to provide and maintain insurance as herein provided, the Lender may, at
its option, provide such insurance and charge the amount thereof to the Grantor. The Grantor
shall furnish the Lender with certificates of insurance and policies evidencing compliance with
the foregoing insurance provisions.
(D) Grantor agrees to obtain any endorsement that may be necessary to affect the
waiver of subrogation on the coverages required. However, this provision applies regardless of
whether the Lender has received a waiver of subrogation endorsement from the insurer.
(E) Insurance must be placed with insurers with a current A.M. Best rating of A:VII
or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds
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(i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to
do insurance business in the State of Florida.
. (F) Grantor shall furnish Lender with original certificates and amendatory
endorsements, or copies of the applicable insurance language, effecting coverage required by
this contract. All certificates and endorsements are to be received and approved by the Lender
before funds are disbursed pursuant to the Purchase -Money Note. However, failure to obtain
the required documents prior to disbursement by Lender shall notwaive the Grantor's obligation
to provide them. The Lender reserves the right to require complete, certified copies of all
required insurance policies, including endorsements, required by these specifications, at any
time.
CERTIFICATE HOLDER MUST READ:
City of Miami Beach
c/o Exigis Insurance Compliance Services
P.O. Box 947 Murrieta, CA 92564
All certificates of insurance, endorsements, exemption letters shall be submitted to
Lender's servicing agent, EXIGIS, at:
Certificates-m iamibeacha. riskworks. com
(G) The proceeds of any casualty insurance in respect of any casualty loss of any of
the Collateral shall, (i) so long as no Default or Event of Default has occurred and is continuing
and to the extent that the amount of such proceeds is less than $100,000, be disbursed to the
Grantor for direct application by the Grantor solely to the repair or replacement of the Grantor's
property so damaged or destroyed, and (ii) in all other circumstances, be held by the Lender as
cash collateral for the Secured Obligations unless the Lender otherwise agrees. The Lender
may, in its sole option, disburse from time to time all or any part of such proceeds so held as
cash collateral, upon such terms and conditions as the Lender may reasonably prescribe, for
direct application by the Grantor solely to the repair or replacement of the Grantor's property so
damaged or destroyed, or the Lender may apply all or any part of such proceeds to the Secured
Obligations.
(H) Compliance with the foregoing requirements in this Section 4(a)(vi) shall
not relieve the Grantor of its liability and obligation under this section or under any other section
of this agreement.
(vii) The Grantor shall, promptly upon request of Lender, provide all information and
evidence that Lender may reasonably request concerning the Collateral to enable Lender to
enforce the provisions of this Agreement.
(viii) Prior to each date on which the Grantor proposes to take any action contemplated
by Section 4(a)(i) or Section 4(a)(ii) hereof, the Grantor shall, as reasonably requested by the
Lender, at its cost and expense, cause to be delivered to the Lender an opinion of counsel, in
form and content reasonably satisfactory to the Lender.
(ix) The Grantor shall comply in all material respects with all Applicable Laws and maintain
in full force and effect all necessary governmental approvals, in each case applicable to the
Collateral or any part thereof or to the operation of the Grantor's business.
(x) The Grantor shall pay promptly when due all taxes, assessments and governmental
charges or levies imposed upon the Collateral or in respect of its income or profits therefrom,
as well as all claims of any kind (including, without limitation, claims for labor, materials and
supplies) against or with respect to the Collateral, except that no such tax, assessment,
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governmental charge, levy or claim need be paid if (A) the validity thereof is being contested in
good faith by appropriate proceedings and (B) such charge is adequately reserved against on
the Grantor's books in accordance with generally accepted accounting principles.
(xi) The Grantor shall not:
(A) sell, assign (by operation of law or otherwise) or otherwise dispose of
any of the Collateral; or
(B) create or suffer to exist any Lien or other charge or encumbrance
upon or with respect to any of the Collateral to secure indebtedness of any Person
or entity.
(b) Collateral. Etc. The Grantor shall maintain each material item of Collateral in the same condition,
repair and working order as when acquired, ordinary wear and tear excepted, and in accordance with any
manufacturer's manual, and shall as quickly as practicable provide all maintenance, service and repairs
necessary for such purpose and shall promptly furnish to the Lender a statement respecting any material
loss or damage to any material portion of the Collateral.
(c) Indemnification. The Grantor shall indemnify and hold harmless the Lender and its officers,
employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys'
fees and costs of defense, which the Lender or its officers, employees, agents or instrumentalities may
incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising
out of, relating to or resulting from (i) (i) any and all excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral, (ii) compliance with any Applicable Law
applicable to any of the Collateral or (iii) any of the transactions contemplated by this Agreement or the
performance of this Agreement by the Grantor or its employees, agents, servants, partners, principals,
subconsultants or subcontractors. Grantor shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits, or actions of any kind or nature in the name of the Lender, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which
may issue thereon. Grantor expressly understands and agrees that any insurance protection required by
this Agreement or otherwise provided by the Grantor shall in no way limit the responsibility to indemnify,
keep and save harmless and defend the Lender or its officers, employees, agents and instrumentalities as
herein provided. Grantor's obligation to indemnify the Lender pursuant to the foregoing shall survive the
expiration or termination of this Agreement. Grantor recognizes the broad nature of this indemnification and
hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of good
and valuable consideration, provided by the Lender in support of the obligation in accordance with the laws
of the State of Florida. Nothing herein shall be construed to waive any of the Lender's rights set forth in
Section 768.28, Florida statutes. Nothing contained in this Agreement shall be deemed a waiver of
sovereign immunity by the'Lender. The obligations of the Grantor under this Section 4(c) shall survive the
termination of the other provisions of this Agreement.
SECTION 5. Reporting and Recordkeeping. The Grantor respectively covenants and agrees with the
Lender that from and after the date of this Agreement and until the Secured Obligations have been paid in
full and satisfied:
(a) Maintenance of Records Generally. Grantor shall keep and maintain at its own cost and expense
complete and accurate records of the Collateral, including, without limitation, a record of all payments
received and all credits granted with respect to the Collateral and all other dealings with the Collateral, all
in a manner consistent with the Grantor's past practice. For Lender's further security, the Grantor agrees
that upon the occurrence and during the continuation of any Event of Default, the Grantor shall deliver and
turn over any such books and records directly to the Lender or its designee. The Grantor shall permit any
representative of Lender to inspect such books and records and shall provide electronic copies (in such
format as Lender shall request) or hard copies thereof to Lender upon Lender's reasonable request.
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Without limiting the foregoing, the Grantor shall maintain accurate and complete books and records for all
receipts and expenditures of the Purchase Money Loan and the Project in conformance with reasonable
general accounting standards (the "Purchase Money Loan Books and Records"). The Purchase Money
Loan Books and Records, as well as all documents pertaining to payments received and made in
conjunction with the Purchase Money Loan, such as vouchers, bills, invoices, receipts and canceled
checks, shall be retained in a secure place and in an orderly fashion in a location within the City of Miami
Beach by the Grantor for at least three (3) years after the later of: (a) December 1, 2023; (b) the completion
of a City requested or mandated audit or compliance review; or (d) the conclusion of a legal action involving
the Purchase Money Loan, the Grantor and/or Project or activities related to the Purchase Money Loan (the
period determined pursuant to the foregoing, the "Audit Period"). The Grantor shall use reasonable
commercial efforts to maintain the Purchase Money Laon Books and Records in such a manner that it will
not be unduly costly or difficult for the City to segregate, ascertain or identify the use of the Purchase Money
Loan proceeds and to determine Grantor's compliance with the terms and conditions of the Purchase
Money Note, this Agreement and any other Loan Document during an audit by the City. The City Manager
may examine the Purchase Money Books and Records at the Grantor's offices or other approved site under
the direct control and supervision of the Grantor during regular business hours and upon reasonable notice.
Furthermore, the City Manager may, upon reasonable notice and at the City's expense, audit or have
audited all financial records of the Grantor, whether or not purported to be related to the Grant Award or
the Project.
(b) Further Identification of Collateral. The Grantor shall, if requested by Lender, furnish to Lender
statements and schedules further identifying and describing the Collateral and such other reports in
connection with the Collateral as Lender may reasonably request, all in reasonable detail.
(c) Notices. In addition to the notices required by Section 5(b) hereof, the Grantor shall advise the
Lender promptly, in reasonable detail, (i) of any Lien or claim made or asserted against any of the Collateral,
(ii) of any material adverse change in the composition of the Collateral, and (iii) of the occurrence of any
other event which could have a Material Adverse Effect on the Collateral or on the validity, perfection or
priority of the Security Interests.
SECTION 6. Office of the Inspector General. Pursuant to Section 2-256 of the Code of the City of
Miami Beach (the "Code"), the City has established the Office of the Inspector General ("OIG") which may,
pursuant to Section 2-256(f) of the Code, review, audit, inspect, and investigate city contracts, programs,
projects, procurements, and expenditures associated with all general obligation bonds issued by the City,
including but not limited to the Bonds. This random audit is separate and distinct from any other audit
performed by or on behalf of the City, including, but not limited to, any audits pursuant to Section 5(a) of
this Agreement. In connection with the foregoing:
(a) Grantor acknowledges that the OIG shall be authorized to review, audit, inspect and investigate
the Grant Books and Records and all related financial records of Grantor. In addition, the Inspector General
shall have the power to subpoena witnesses, administer oaths, require the production of witnesses and
monitor City projects and programs. Monitoring of the Grant Award and the Project may include the
issuance of reports concerning whether the Project is on time, within Budget and in conformity with plans,
specifications, other contract documents and applicable law_
(b) At any time during the Audit Period and upon ten (10) days written notice to Grantor, the Grantor
(and any other party that is subject to these provisions) shall make the Grant Books and Records and any
other documents and records in the Grantor's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of this Agreement, including,. but not limited proposals and
agreements from and with successful contractors and design consultants, all Project -related
correspondence, memoranda, instructions, financial documents, construction documents, and contract
documents, and any supporting documentation for the foregoing.
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(c) The OIG shall have the power to report and/or recommend to the City Commission whether the
Project or any related program, contract or transaction is or was necessary and, if deemed necessary,
whether the method used for implementing the Project or related program, contract or transaction is or was
efficient both financially and operationally. Monitoring of the Project may include reporting whether the
project is on time, within budget and in conformity with plans, specifications, and applicable law. The OIG
shall have the power to analyze the need for, and reasonableness of, proposed change orders
(d) The OIG is authorized to investigate any alleged violation by Grantor of the City's Code of Conduct,
as set forth in Chapter 2, Article VII of the Code.
(e) The OIG is empowered to retain the services of independent private sector auditors to conduct
one or more of the functions set forth in this Section 6.
(f) The provisions in this section shall apply to the Grantor, its contractors and their respective officers,
agents and employees. The Grantor shall incorporate the provisions in this Section 6 in all contracts and
other agreements executed by its contractors and equipment suppliers in connection with the performance
of this Agreement.
g. Nothing in this Section 6 shall impair any independent right to the City to conduct audits or
investigative activities, including without limitation, the City's audit rights pursuant to Section 5(a). The
provisions of this Section 6 are neither intended nor shall they be construed to impose any liability on the
City by the Grantor, its contractors or third parties for such monitoring or investigation or to the failure to
have conducted such monitoring or investigation and neither the City nor the OIG shall have any obligation
to exercise any of its respective rights for the benefit of the Grantor.
SECTION 7. General Authority.
(a) Grantor hereby irrevocably appoints the Lender its true and lawful attorneys, with full power of
substitution, in the name of the Grantor, the Lender or otherwise, for the sole use and benefit of the Lender,
but at the Grantor's expense, to exercise, at any time and from time to time all or any of the following
powers:
(i) to file the Financing Statements and any financing statements, financing statement
amendments and continuation statements referred to Section 4(a)(iii) hereof,
(ii) to demand, sue for, collect, receive and give acquittance for any and all monies due or
to become due with respect to any Collateral or by virtue thereof,
(iii) to settle, compromise, compound, prosecute or defend any action or proceeding with
respect to any Collateral,
(iv) to sell, transfer, assign or otherwise deal in or with the Collateral and the Proceeds
thereof, as fully and effectually as if the Lender were the absolute owner thereof, and
(v) to extend the time of payment of any or all thereof and to make any allowance and
other adjustments with reference to the Collateral;
provided that the Lender shall not take any of the actions described in this Section 7 except those described
in clause (i) above unless an Event of Default shall have occurred and be continuing and the Lender shall
give the Grantor not less than ten (10) days' prior written notice of the time and place of any sale or other
intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to
decline speedily in value.
- Page 10of15-
(a) Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney is a power coupled with an interest and shall be irrevocable.
(b) Grantor also authorizes the Lender at any time and from time to time, to execute, in connection
with the sale provided for in Section 8 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.
SECTION 8. Remedies Upon Event of Default.
(a) If any Event of Default has occurred and is continuing, the Lender may exercise all rights of a
secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised)
and, in addition, the Lender may sell the Collateral or any part thereof at public or private sale, for cash,
upon credit or for future delivery, and at such price or prices as the Lender may deem satisfactory. The
Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is
of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed
standard price quotations or if otherwise permitted under applicable law, at any private sale) and thereafter
hold the same, absolutely, free from any right or claim of whatsoever kind. The Grantor shall execute and
deliver such documents and take such other action as the Lender deems reasonably necessary or
advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Lender
shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold (without
warranty). The purchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any
claim or right of whatsoever kind, including any equity or right of redemption of the Grantor. To the extent
permitted by law, the Grantor hereby specifically waives all rights of redemption, stay or appraisal, which it
has or may have under any law now existing or hereafter adopted. The notice of such sale shall be given
to the Grantor ten (10) days prior to such sale and (A) in case of a public sale, state the time and place
fixed for such sale, and (B) in the case of a private sale, state the day after which sale may be consummated.
Any such public sale shall be held at such time or times within ordinary business hours and at such place
or places as the Lender may fix in the notice of such sale. At any such sale the Collateral may be sold in
one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be
obligated to make any such sale pursuant to any such notice. The Lender may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for the sale, and such sale may be made at any time or place to which the same
may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery,
the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof,
but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The
Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at
law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a
judgment or decree of a court or courts of competent jurisdiction. The Grantor shall remain liable for any
deficiency.
(b) For the purpose of enforcing any and all rights and remedies under this Agreement, the Lender
may (i) require Grantor to, and the Grantor agrees that it shall, at its expense and upon the request of
Lender, forthwith assemble all or any part of the Collateral as.directed by Lender and make it available at
a place designated by Lender that is, in Lender's opinion, reasonably convenient to Lender and the Grantor,
whether at the premises of the Grantor or otherwise, (ii) to the extent permitted by Applicable Law, enter,
with or without process of law and without breach of the peace, any premise where any of the Collateral is
or may be located and, without charge or liability to the Lender, seize and remove such Collateral from such
premises,, (iii) have access to and use the Grantor's books and records relating to the Collateral and (iv)
prior to the disposition of the Collateral, store or transfer such Collateral without charge in or by means of
any storage or transportation facility owned or leased by the Grantor, process, repair or recondition such
Collateral or otherwise prepare it for disposition in any manner and to the extent the Lender deems
appropriate and, in connection with such preparation and disposition, use without charge any trademark,
trade name, copyright, patent or technical process used by the Grantor.
- Page 11 of 15 -
SECTION 9. Limitation on Duties of the Lender Regarding Collateral. Beyond reasonable care in the
custody thereof, the Lender shall have no duty as to any Collateral in its possession or control or in the
possession or control of any agent or bailee or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto. The Lender shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which it accords its own property, and the Lender shall not be liable or responsible
for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the
act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee
selected by the Lender in good faith.
SECTION 10. Application of Proceeds. Upon the occurrence and during the continuance of an Event
of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be
applied by the Lender to the Secured Obligations in any manner the Lender deems appropriate. The Lender
may make distribution hereunder in cash or in kind or in any combination thereof.
SECTION 11. Expenses. In the event that the Grantor fails to comply with the provisions of the
Purchase -Money Note, this Agreement or any other Loan Document, such that the value of any Collateral
or the validity, perfection, rank or value of the Security Interests are thereby diminished or potentially
diminished or put at risk, the Lender may, but shall not be required to, effect such compliance on behalf of
the Grantor, and the Grantor shall reimburse the Lender for the costs thereof on demand. All insurance
expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining
and shipping the Collateral, any and all excise, stamp, intangibles, transfer, property, sales, and use taxes
imposed by any state, federal, or local authority or any other Governmental Authority on any of the
Collateral, or in respect of the sale or other disposition thereof, shall be borne and paid by the Grantor; and
if the Grantor fails promptly to pay any portion thereof when due, the Lender may, at its option, but shall not
be required to, pay the same and charge the Grantor's account therefor, and the Grantor agrees to
reimburse the Lender therefor on demand. All sums so paid or incurred by the Lender for any of the
foregoing and any and all other sums for which the Grantor may become liable hereunder and all costs and
expenses (including reasonable attomeys' fees, legal expenses and court costs) incurred by the Lender in
enforcing or protecting the Security Interests or any of their rights or remedies thereon shall be payable by
the Grantor on demand and shall bear interest (after as well as before judgment) until paid at the rate then
applicable under the Purchase -Money Note and shall be additional Secured Obligations hereunder.
SECTION 12 Notices. Whenever it is provided herein that notice, demand, request, consent, approval
or other communication shall or may be given to, or served upon, either of the parties by the other, or
when either of the parties desires to give or serve upon the other any notice, demand, request, consent,
approval or other communication with respect hereto or to the Concession Area, each such notice, demand,
request, consent, approval or other communication shall be in writing (whether or not so indicated
elsewhere in this Agreement) and shall be effective for any purpose only if given or served in person with
a signed receipt, by certified or registered U.S. Mail, return receipt requested, or by a recognized national
courier service, postage prepaid in all instances, addressed as follows:
Lender: If to the City of Miami Beach, at:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City Manager
Phone: (305) 673-7010
with a copy to:
City of Miami Beach
1700 Convention Center Drive
- Page 12of15-
Miami Beach, FL 33139
Attn: City Attorney
Phone: (305) 673-7470
Grantor: If to Miami Music Festival, at:
Miami Music Festival, Inc.
1440 Ocean Drive
Miami Beach, FL 33139
Attention: Michael Rossi
The Lender and the Grantor may change the above mailing address at any time upon giving the other party
written notification. All notices under this Concession Agreement must be in writing.
SECTION 13. Rights and Remedies Cumulative: Nonwaiver: etc. The enumeration of the rights and
remedies of the Lender set forth in this Agreement is not intended to be exhaustive and the exercise by the
Lender of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the
Purchase -Money Note and other Loan Documents or that may now or hereafter exist in law or in equity or
by suit or otherwise. No delay or failure to take action on the part of the Lender in exercising any right,
power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right, power or privilege preclude other or further exercise thereof or the exercise of any other right, power
or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the
Grantor, the Lender or their respective agents or employees shall be effective to change, modify or
discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of
any Event of Default.
SECTION 14. Successors and Assigns. This Agreement is for the benefit of the Lender and its
permitted successors and assigns, and in the event of an assignment of all or any of the Secured
Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be
transferred with such indebtedness. This Agreement shall be binding on the Grantor and its successors
and assigns; provided that the Grantor may not assign any of its rights or obligations hereunder without the
prior written consent of the Lender.
SECTION 15. Amendments. Waivers and Consents. No term, covenant, agreement or condition of
this Agreement may be amended or waived, nor may any consent be given, except in the manner set forth
in the Purchase -Money Note.
SECTION 16. Powers Coupled with an Interest..All authorizations and agencies herein contained with
respect to the Collateral are irrevocable and powers coupled with an interest.
SECTION 17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT
REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF EXCEPT AS
REQUIRED BY THE UCC.
SECTION 18. Consent to Jurisdiction. The Grantor hereby irrevocably consents to the personal
jurisdiction of the stateand federal courts located in Miami -Dade County, Florida in any action, claim or
other proceeding arising out of or any dispute in connection with this Agreement, any rights or obligations
hereunder, or the performance of such rights and obligations. The Grantor hereby irrevocably consents to
the service of a summons and complaint and other process in any action, claim or proceeding brought by
the Lender in connection with this Agreement, any rights or obligations hereunder, or the performance of
such rights and obligations, on behalf of itself or its property, in permissible manner. Nothing in this Section
18 shall affect the right of the Lender to serve legal process in any other manner permitted by Applicable
- Page 13of15-
Law or affect the right of the Lender to bring any action or proceeding against the Grantor or its properties
in the courts of any other jurisdictions.
SECTION 19. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE LENDER AND
THE GRANTOR HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF, OR ANY
DISPUTE IN CONNECTION WITH, THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
SECTION 23. Severability. If any provision of this Agreement or any portion of such provision or the
application thereof to any Person or circumstance is, to any extent, finally determined by a court of
competent jurisdiction to be invalid or unenforceable, or shall become a violation of any local, State, or
Federal laws, then the same as so applied shall no longer be a part of this Agreement but the remainder of
the Agreement, such provisions and the application thereof to other Persons or circumstances, shall not be
affected thereby and this Agreement as so modified shall be valid and enforceable to the fullest extent
permitted by law.
SECTION 24. Headings. The various headings of this Agreement are inserted for convenience only
and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.
SECTION 25. Counterparts. This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute together but
one and the same agreement.
[Signature Page Follows]
- Page 14of15-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal
by their duly authorized officers, all as of the day and year first written above.
GRANTOR:
MIAMI^MUSIC
.FESTIVAL, INC.
By: 1 ' 1/1/UV' V I a d'&
Name: Michael Rossi
Title: President
LENDER:
THE CITY OF MIAMI BEACH, FLORIDA
By:
- Page 15 of 15 -
Name: Alina T. Hut
Title: City Manager
APPROVED AS ro
POW & UU+GUAGE
6 FOR EXECUTION
G►nnoe.n ,fir.
Exhibit A
Project Assets
Quince Imaging [Integration - Creative] Sales Quote
22601 Davis Drive
Sterling, VA 20164 Number: 02258
US 02258 / Rev 5 (Final) Miami Beach Classical Music Festival Nov 29th 202:
_- Phone:703-742-7520
Fax: 703-742-7586
QUINCE IMAGING www.quinceimaging.com
Miami Music Festival
Michael Rossi
1440 Ocean Drive
Miami, Florida 33139
US
305-903-9251
Miami Music Festival
1440 Ocean Drive
Miami, Florida 33139
US
I Quotation Prepared For I Quotation Valid Until I
Michael Rossi
Sales Person
Customer PO
Terms
Sales Tax
Scott Williams
TBD
Start Date
Load In Date
Completion Date
11/27/2023
11/29/2023
11/30/2023
Type
Qty.
Description
Element Type Time
Rate
Price
Amount
Surround Projection System
Retail
6
Christie M 41<25 RGB Laser Projector
Each
73,995.00
443,970.00
Retail
6
CUS-Adaptive-TECH-MOunt -
Each
3,835.00
23,010.00
Rigging frame
Retail
6
Case - Christie M-41<25 shipping
Each
1,988.00
11,928.00
case
Retail
6
Christie M-Series lens HD .67 - SD
Each
5,495.00
32,970.00
.73
Retail
6
Christie M-Series lens HD 1.16-1.49
Each
8,495.00
50,970.00
- SD 1.25-1.6
Retail
3
Case - Christie - ILS 0.67 lens (Dual
Each
1,100.00
3,300.00
Pack)
Retail
3
Case - Christie - ILS 1.16-1.49 lens
Each
1,100.00
3,300.00
(Dual Pack)
Retail
5
Typhoon 204 Base Enclosure for
Each
17,900.00
89,500.00
Christie M4K25
Retail
5
Typhoon 204L - Thermal Insulation
Each
1,050.00
5,250.00
Kit
Retail
5
Typhoon - Pair of stainless steel
Each
903.00
4,515.00
unistrut mounting rails
Retail
5
Typhoon 204L - Pair of grab handles
Each
399.50
1,997.50
Logistics
1
Shipping
Tempest
Each
5,000.00
5,000.00
Shipping
Retail
1
PLS 5G Kit, 5 point green laser kit
Each
795.00
795.00
Retail
2
Christie DWU 110OA-GS - Black
1 DLP, Solid
Each
15,995.00
31,990.00
projector 1920)(1200 single chip
State, WU
DLP
1920x1200,
10,7001ms
ISO, 371b - no
lens
Retail
2
Christie 0.65-0.75:1 Zoom Lens (G /
Each
3,775.00
7,550.00
GS Series)
Retail
2
Christie 1.52-2.89 Zoom Lens (G /
Each
2,002.00
4,004.00
GS Series)
10/12/2023 1:54 PM Page 1 of 7
Quince Imaging [Integration - Creative]
Sales Quote (Number: 02258)
Type
Oty.
Description
Element Type
Time Rate
Price
Amount
Retail
2
Case - Christie - DWU 1100A-GS
Each
790.00
1,580.00
Projector
Surround Projection System Total:
$721,629.50
Media Server System
Note
Core media server components - all
contained in the media server rack.
Retail
2
Disguise GX 2C media server
Each
65,000.00
130,000.00
Retail
4
Disguise VFC quad 3G HDSDI
Enables the
Each
7,500.00
30,000.00
output module
GX2C media
servers to
output 3G-SDI
Retail
1
Disguise Designer License
Used to
Each
17,500.00
17,500.00
pre-program
Disguise away
from the main
rack.
Retail
1
Smart -UPS 2200VA LCD 120V - 2U
Each
1,200.00
1,200.00
Retail
5
KVM - Adder XDIP-POE Digital KVM
Networked
Each
688.00
3,440.00
and AV Extender with USB & Audio
KVM solution
Over IP vial GbE Network - Single
(keyboard,
Node POE Powered Only
video, mouse)
which allows
for remote
access and
switching.
Retail
1
26 RU shock mount rack - Free pick
Physical
Each
2,600.00
2,600.00
road case
media server
rack
Retail
1
Misc rack hardware
Each
2,500.00
2,500.00
Retail
1
16" Macbook PRO
Apple M2 Max
Each
5,000.00
5,000.00
with 12?core
CPU, 38?core
GPU, 16?core
Neural
Note
Supplemental equipment needed for
support and configuration. Exists
separate from the media server rack.
Retail
1
Server Support Kit 4K(Blue)
Includes -
Each
5,000.00
5,000.00
storage case,
keyboard,
mice, monitor,
and patch
cables.
Retail
1
Hardware integration -system
Each
15,000.00
15,000.00
Retail
1
7" 8K Atomos Shogun Video Monitor
Allows for the
Each
1,500.00
1,500.00
& Recorder 8Kp30/4Kpl20
monitoring of
HDMI and
3G-SDI
signals.
Retail
1
Management Laptop
Separate
Each
2,250.00
2,250.00
computer
used for
configuration
of rack
systems and
remote access
to the media
server system
via wifi.
10/12/2023 1:54 PM
Page 2 of 7
Quince Imaging [Integration - Creative]
Sales Quote (Number: 02258)
Type
tatty.
Description
Element Type
Time Rate
Price
Amount
Media Server System Total:
$215,990.00
Network Equipment
Note
Network equipment necessary for
communication between media
servers, projectors and other
devices. Also enables easy access to
the internet when available.
Note
Equipment contained inside the
I
media server rack.
Retail
1
Switch - Netgear M4300-8X8F
Each
2,499.00
2,499.00
Retail
1
Switch - Netgear M4300-28G-PoE -
Each
1,938.00
1,938.00
24x1 G PoE+ Stackable Managed
Switch
Retail
1
PSU - Netgear APS55OW100NES
Each
358.00
358.00
auxiliary power supply
Retail
1
Firewall - Netgate 6100 Security
Each
999.00
999.00
Gateway with pfSense software
Retail
1
Network Cabling System
Each
2,000.00
2,000.00
Note
Equipment that lives independent of
the media server rack. Allows for
remote access of projectors and
networked KVM.
Retail
4
8 port 10Gb managed switch w/ SFP
Each
350.00
1,400.00
Retail
8
8 Channel single -mode- ST-ST 150m
Each
1,800.00
14,400.00
(490') fiber optic cable
Retail
2
Access Point - Ubiquiti UniFi
Each
280.00
560.00
nanoHD (UAP-nanoHD)
Network Equipment Total:
$24,154.00
3G-SDI Signal Management+Transmission
Note
Equipment necessary for the
conversion, management and
transmission of 3G-SDI signals to
projectors and other sources. As
quoted, this system is capable of up
to sixteen (16) 3G-SDI outputs.
Retail
1
AJA KUMO 3232-12G Compact
Each
5,500.00
5,500.00
12G-SDI Router (2 RU)
Retail
1
SDI Cabling System
Each
4,000.00
4,000.00
Retail
4
Multi & Single mode 4 channel ST
Each
1,988.00
7,952.00
fiber to HD -SDI transmitter
Retail
4
Multi & Single mode 4 channel ST
Each
1,988.00
7,952.00
fiber to HD -SDI receiver
3G-SDI Signal Management+ Transmission Total:
$25,404.00
41K HDMI 2.0
Signal Management+Transmission
Note
Equipment necessary for the
conversion, management and
transmission of 4K HDMI 2.0 signals
to projectors and other sources. As
quoted, this system is capable of up
to four (4) HDMI 2.0 signals.
Retail
1
Lightware 8x8 4K HDM1.2.0 Router
Each
8,500.00
8,500.00
Retail
4
LC -LC to 4K send & receive kit
Each
1,880.00
7,520.00
DisplayNet
Retail
1
4K HDMI 2.0 Cabling System
TBD - Need
Each
0.00
0.00
direction on
cable lengths
4K HDMI 2.0 Signal Management + Transmission Total:
$27,620.00
1011
2/2023 1:54 PM
Page 3 of 7
Quince Imaging [Integration - Creative]
Sales Quote (Number: 02258)
Type
Qty.
Description Element Type
Time Rate
Price
Amount
LED Display
System-Absen
Note
4.5M high x 14M wide total size.
14'9" H x 45'11" W with ground
support for entire wall, intercon
cabling, spares(3%), hanging
brackets, processor. Plus 44
additional 1 M x .5M to enable large
hung outdoor walls
Note
Will provide Qty 2 20' x 21'9"' w
LED walls hung w 1 x .5 panels. Still
have 28.5 x .5 panels can make H
21'9"
Retail
156
Absen PL3.9 VI outdoor LED Panel
Each
1,649.00
257,244.00
- (1000mm x 500mm )
Retail
28
Absen PL3.9 V10 outdoor LED Panel
Each
1,049.00
29,372.00
- (500mm x 500mm )
Retail
28
V10 - LED panel road case
Each
448.00
12,544.00
Retail
5
VI - LED panel case - small
Each
378.00
1,890.00
Retail
1
V10 Kit - Spares Parts and support
Each
10,588.00
10,588.00
cables
Retail
1
Vacuum front service tool
Each
1,000.00
1,000.00
Note
Includes - LED modules, Main Power
cables, Main Data cables, Vacum
service tool, Receiving cards, Power
supplies, Power hub, V10 Bridge
boards
Note
Ground & rigging support- hanging
brackets for 40 tiles wide. Ground
support for 15' x 45' indoor wall
Retail
28
Absen PL - Single hanging & ground
Each
518.00
14,504.00
bar
Retail
15
Absen PL - Ground support ski - 1
Each
698.00
10,470.00
meter
Retail
60
Absen PL - Vertical Long Ladder
Each
268.00
16,080.00
Retail
15
AbsenPL - Vertical Short Ladder
Each
208.00
3,120.00
Retail
13
Absen PL - Long Horizontal
Each
188.00
2,444.00
Adjustable Beam
Retail
1
Absen PL - Short Horizontal
Each
168.01
168.01
Adjustable Beam
Retail
5
Absen PL - Maintenance platform 1
Each
138.00
690.00
meter
Retail
75
Absen PL - Bracket clamp
Each
152.00
11,400.00
Retail
12
GS road case 1 - PL
Each
328.00
3,936.00
1130'560'500mm Ladder 1m -- 6 in
1
Retail
18
A0600-1-14 PL Dbl Hang bar
Each
500.00
9,000.00
standard A Version
Retail
2
Dbl hang bar road case 10 in 1 case
Each
350.30
700.60
Retail
1
New Misc Line
Each
0.00
0.00
Retail
2
GS road case 2 - PUAT/AX
Each
428.00
856.00
1130"870'500mm Outrigger -- 8 in 1
Retail
2
GS road case 3 - PL
Each
328.00
656.00
1230`600'460mm Base stand 1 x1 --
16in1
Retail
2
GS road case 5 - PUAT
Each
328.00
656.00
1130'580'500mm(Platform: 6 in
1+Clamp: 24 in 1)
10/12/2023 1:54 PM
Page 4 of 7
Quince Imaging [Integration - Creative)
Sales Quote (Number: 02258)
Type
Qty.
Description
Element Type
Time Rate
Price
Amount
Retail
3
GS road case 8 - PL
Each
428.00
1,284.00
1350'580"500mm(Beam connector
1 m: 6 in 1 +Beam connector 0.5m: 6
in 1 +Ladder 0.5m: 6 in 1)
Misc
1
Signal distribution
Each
0.00
0.00
Retail
1
LED Control laptop computer
Each
550.00
550.00
Retail
2
Nova VX16S
Each
5,450.00
10,900.00
Retail
2
Extron DA6 HD 4K PLUS / 1x6 HDMI
Each
1,290.00
2,580.00
DA (HDCP 2.2, HDMI Res up to
4K/60 4:4:4)
Retail
4
4K - HDMI M-M cable 6'
Each
9.49
37.96
Retail
4
Cable - CAT6 - 3ft black
Each
2.88
11.52
Retail
2
Cable - CAT6 - 100ft black
Each
38.88
77.76
Logistics
1
Shipping
LAX to MIA
Each
7,500.00
7,500.00
LED Display System-Absen Total:
$410,259.85
Rigging/Truss
Retail
40
Cheeseboro 2" aluminum shallow
Each
75.00
3,000.00
swivel - BLACK
Retail
40
Lighting safety
Each
15.00
600.00
Misc
1
shackles
Each
0.00
0.00
Misc
1
Misc rigging
Each
0.00
0.00
Rigging/Truss Total:
$3,600.00
Lighting Package
Misc
1
Show lighting
24 Chauvet
Each
18,000.00
18,000.00
color-dahs
H121P
Lighting Package Total:
$18,000.00
Power
Misc
1
Power Distribution System Projection
Cable SCOW
Each
14,000.00
14,000.00
10/4 1,500 ft.,
16 Hubble
L14-30 M/F
Conn, 75' 19
pin 12 AWG
Socapex
cable, L14-30
-10out 3ph
power distro, 1
Socapex x 4
out - 4 power
con out 3 ph
Power Total:
$14,000.00
Sound System/Package
Misc
1
Mic/Mixer Audio package
Qty 4 ADX2
Each
14,100.00
14,100.00
SM58, Qty 1
Shure AD4Q -
4 channel
digital wireless
receiver
Sound System/Package Total:
$14,100.00
Logistics
10/12/2023 1:54 PM Page 5 of 7
Quince Imaging (Integration - Creative]
Sales Quote (Number: 02258)
Type Qty. Description Element Type
Time Rate
Price Amount
Logistics 1 Shipping - 53' Dedicated All equip
Each
10,000.00 10,000.00
delivered to
QI, Rack
builds,
acceptance
testing of
equipment,
re -pack and
ship to FL
Logistics Total: $10,000.00
Subtotal:
$1,484,757.35
Delivery:
$0.00
Sales Tax:
$0.00
Total:
$1,484,757.35
Applied Payment:
$0.00
Balance Due:
$1,484,757.35
10/12/2023 1:54 PM Page 6 of 7
..
�,-- Quince Imaging
22601 Davis Drive
Sterling, VA 20164
US
Phone:703-742-7520
QUINCE IMAGING Fax: 703-742-7586
Client
Miami Music Festival
Michael Rossi
1440 Ocean Drive
Miami, Florida 33139
US
Mobile: 305-903-9251
Number
02258
Name
02258 ! Rev 5 (Final) Miami Beach
Sales Person
Scoff Williams
Sales Quote Date
9/19/2023
Ship To
Miami Music Festival
1440 Ocean -Drive
Miami, Florida 33139
US
StartDate
Completion Date
Status
Terms
Total
11/27/2023 4:00 PM
11/30/2023 1:00 AM
Confirmed
$1,484,757.35
TERMS AND CONDITIONS
This Quote enumerates the services and equipment to be provided by Quince Imaging, Inc: ("Quince") to the client identified
in the Quote (the "Client", and together with Quince the "Parties", each a "Party"), and upon acceptance by the Client forms
the contract between the Parties (the "Agreement"). Quince reserves the right to substitute equipment of similar or better
quality as it sees fit, at Quince's sole discretion, at no additional, cost to Client. Quince rejects all other terms and conditions
proposed by Client, and such rejected terms and conditions are not included in the Agreement.
AMENDMENT
This. Agreement contains the entire contract between the Parties, and may not be changed, altered, modified, limited or
extended, unless expressed in writing and signed or confirmed by the Parties via Email.
PAYMENT TERMS '
Client will provide, in.a timely manner, a Purchase Order # for confirmed orders if required by their procurement/accounting
departments. Payment schedule could vary based on project size and/or Client requirements if provided in the Quote. Quince
's standard payment terms are 50% due at time of Agreement. signing, 25% due at the beginning of install, 15% due upon
completion of equipment install with the remaining balance of 10% due upon final project completion. All invoices are NET 30.
If unpaid, the outstanding balance of the invoice shall accrue interest at the rate of 1.5% per month from the invoice date until
paid in full. If full payment is not received within 90 days of the invoice date, Quince may engage an attorney to collect the
outstanding balance and Client shall pay Quinces.reasonable attorneys' fees and costs. If at any time Quince reasonably
believes in good faith that the financial responsibility of the Client has been impaired or, is unsatisfactory, advance cash
payment or other security or means of assurance of payment will be given by Client upon request. ALL CHANGES TO THE
ACCOUNT OR PAYEE ADDRESS FOR PAYMENTS TO QUINCE MUST BE MADE BY A FORMAL MODIFICATION TO THE
AGREEMENT, SIGNED BY AN OFFICER OR QUINCE AND CONFIRMED BY A TELEPHONE CALL WITH A "KNOWN PERSON" AT
QUINCE. A KNOWN PERSON IS SOMEONE WHO YOU PERSONALLY KNOW OR ARE OTHERWISE ABLE TO CONFIRM IS ACTUALLY
AN OFFICER OF QUINCE..IF YOU ARE CONTACTED BY ANYONE REQUESTING TO CHANGE THE ACCOUNT OR PAYEE, THEN YOU
MUST CONTACT QUINCE IMMEDIATELY. CLIENT IS RESPONSIBLE FOR MISDIRECTED PAYMENTS, and you shall indemnify
defend, and hold QUINCE harmless for any misdirected payments that occur as a result of your failure to follow these
requirementS. AN EMAIL CONFIRMATION IS.NOT SUFFICIENt.
CANCELLATION
Client may cancel this Agreement by sending Quince written notice by certified mail or Email. Cancellation is not effective until
Quince receives the, notice. Client agrees to compensate Quince for services rendered and costs incurred up to the time of
cancellation, including if cancellation is due to a force majeure event, and restocking fees may apply. Payment will be due
within 15 days of invoice. Should cancellation be received by Quince for any reason within 30 days of scheduled installation,
Client shall pay the full Agreement price.
FORCE MAJEURE
Neither Party shall be liable for any delay in manufacture, delivery, or its performance hereunder due to fires, war, act of
terrorism, civil commotion, earthquakes, epidemics, floods, accidents, plant conditions, acts, demands or requirements of any
applicable Government, transportation delays, interference from other Client vendors, or to any other act, cause or
occurrence beyond the reasonable control of the Party. If such a force majeure event causes a suspension of performance by
Quince, it agrees to repay to Client any unearned portion of deposits received. The Client agreess to compensate Quince for
services rendered and cost incurred up to the time of suspension if deposits collected are not enough. Quince shall use its best
efforts to mitigate costs to Client.
CONFIDENTIALITY
Client agrees to maintain in confidence and not to disclose, without the prior written approval of Quince or the order of a
court, the terms, prices and provisions of this Agreement, show layouts and other information related to the Agreement to
any person, firm or corporation other than its own agents, officers and employees having.a need for such information.
RIGHT OF QUINCE TO ENGAGE IN OTHER ACTIVITIES
Client understands and agrees that Quince may perform services for other parties. Nothing in this Agreement will impair
Quince's right to perform similar services or any additional services for any other party.
SECURITY
Client is required to provide a secure climate -controlled Location for the storage of equipment upon delivery through the
completion of installation. Client is responsible for any equipment loss or damage caused by, including but not limited to, acts
of God, fire, water, weather conditions, mechanical delays, electrical surges, war, terrorist attacks, negligence or improper
conduct of direct or indirect freight carriers or other transportation providers contracted for delivery of shipment. Quince will
charge Client for any necessary repair or replacement costs related to theft or damage that occurs and such amounts, if any,
will be added to the next installment invoice.
SAFETY
Client to provide a safe work environment always. This includes but is not limited to, direct contact information with the
facility's safety manager, instructions on how to report accidents and injuries, site specific safety rules or training, work spaces
& pathways are clean and free of debris. Quince employees and subcontractors hired by Quince will conform to safety rules
provided by the facility as well as state and local OSHA requirements.
LABOR
Labor charges in the Quote are estimated based on the schedule provided by Client. Hours in excess of those in the Quote may
result in additional charges.
TRAVEL
Client will reimburse Quince for travel related expenses [air, train, hotel, ground transportation, parking, meals, etc.]. Quince
has included estimated travel costs in the Quote. Travel expenses in excess of estimated costs will be billed on final invoice.
FACILITY FEES
Quince is not responsible for any fees or penalties assessed by the facility. Electric charges, internet charges, drayage and any
other facility fees are the responsibility of Client.
TITLE TO PLANS, SPECIFICATIONS AND PLANNING MATERIALS
Ownership of plans, specifications and planning materials such as, but not limited to, electronic or hand drawings, narrative
descriptions and plans, costs summaries and pricing proposals, etc. prepared by Quince shall remain the property of Quince
unless otherwise provided in the Quote. Client agrees to use the information solely for the purpose of completing the project
designated in the Quote. CLIENT WARRENTS THAT IT HAS THE RIGHT TO PROVIDE INFORMATION TO QUINCE FOR THE
PROJECT. CLIENT SHALL TO THE FULLEST EXTENT PERMITTED BY LAW DEFEND, INDEMNIFY AND HOLD HARMLESS QUINCE, ITS
OFFICERS, AGENTS, EMPLOYEES, AND INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, SUITS, DAMAGES,
LEGAL AND OTHERWISE IN ANY WAY, ARISING OUT OF OR RELATING TO ANY CLAIM, ACTION OR PROCEEDING FOR
INFRINGEMENT OF ANY PATENT, COPYRIGHT OR ANY TRADEMARK RELATING TO OR ARISING OUT OF THE INFORMATION, OR
OUT OF THE USE OR DISPOSAL OF THE INFORMATION.
GOVERNING LAW (Jurisdiction and Venue)
Any dispute arising under or relating to this Agreement shall be submitted to the courts of Loudoun County, Virginia or the
United States District Court for the Eastern District of Virginia, and the Parties' consent to venue and jurisdiction of such
courts. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia
without regard to Its choice of law provisions. The Agreement shall not be construed against Quince as the drafter of the
Agreement. Further, the Parties hereby expressly waive trial by jury In any action or proceeding relating to their business
relationship or this Agreement, which waiver is knowingly, willingly and voluntarily made by the Parties, and the Parties
hereby represent that no representations or fact of opinion have been made by any person or entity to induce this waiver of
trial by jury or to in any way modify or nullify its effect.
LIMITATION OF LIABILITY
Notwithstanding the foregoing, in no event, Including due to either party's negligence, will either party be liable to the other
for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. THIS LIMITATION OF
LIABILITY DOES NOT APPLY TO CLIENT'S OBLIGATION TO REPAIR AND REPLACE DAMAGED EQUIPMENT. FURTHER, THE
LIABILITY OF QUINCE IS LIMITED TO THE AGREEMENT PRICE.
QUOTE PERIOD
This Quote is valid for 30 days from the date of quotation. The Quote will be the Agreement when signed by Client white valid,
After this date, prices are subject to change based on availability of equipment and manpower, and reduced production
timeline. Availability of equipment and manpower is determined on a first come/first served basis.
MARKETING
Quince may refer to its provision of equipment and services to Client in its corporate communications, marketing material:
social media, and in descriptions of Quince's professional experience and qualifications to prospective clients, and Quince ma
take photographs and .video of same, which images may be used by quince for marketing purposes.
Date:
P 0-
Company
Signature:
Namefrole: 4W,rucG
e a0le
Date:
Client %}�
Signature: i ' umA
NametTille: ' -Rd r •�- :`� e 0 : re c4--a !I,-
EXHIBIT B
FORM OF DISBURSEMENT REQUEST
CITY OF MIAMI BEACH
DISBURSEMENT REQUEST FORM
MAKER NAME:
Miami Music Festival, Inc.
MAKER ADDRESS:
1440 Ocean Drive
Miami Beach, FL 33139
Attn: Michael Rossi
MAKER CONTRACT ADMINISTRATOR:
Michael Rossi
MAKER CONTRACT ADMINISTRATOR'S E-
MAIL ADDRESS:
mrossi@miamimusicfestival.com
REQUEST No.
Capitalized terms used herein and, not otherwise defined shall have the meaning given to them in the
Purchase -Money Note (Note) dated October 23, 2023 made by Miami Music Festival, Inc. (Maker) in favor
of the City of Miami Beach, FL (Holder). Pursuant to the Note, to request disbursement of Purchase Money
Loan proceeds, Maker shall include a signed and notarized original copy of this Disbursement Request,
along with (i) the itemized list of Project Assets that will constitute the Collateral under the Security
Agreement and (ii) all appropriate supporting documentation, including, without limitation, a detailed
invoice(s) from the equipment supplier who will be selling the Project Assets to Maker, and (iii) insurance,
licensing and warranty information relating to the Project Assets (collectively, the items identified in (i), (ii),
and (iii), the Supporting Materials"). The Disbursement Request will include a certification by Maker that
the Purchase Money Loan proceeds will be used on expenditures that qualify as a capital expenditure
pursuant to Treas. Reg. Section 1.150-1(b) and related I.R.S. guidance, as determined by the City in its
sole discretion, and otherwise comply with the requirements of the Note and Security Agreement.
Documentation that such equipment, materials and/or personal property shall be delivered to Maker in
Miami Beach, Florida, must be submitted with the Disbursement Request as a condition precedent to
processing of the Disbursement Request.
The City shall make Purchase Money Loan Disbursements to the Maker by check or wire transfer, as the
City determines in its sole discretion. Provided that an uncured default does not exist, and that Maker is
otherwise in compliance with the terms of this Note and the Security Agreement, the City will make the
Purchase Money Loan disbursement within twenty-five (25) business days of its receipt of an acceptable
Purchase Money Loan Disbursement Request and all Supporting Materials. Maker understands and agrees
that disbursements to the Maker will be made solely in accordance with applicable state and federal laws.
Any and all reimbursement obligations of the City shall be fully subject to and contingent upon the availability
of funding solely from the GOBAC Program funds.
Amount of Purchase Money Loan: 1 $1,500,000
Less Previous Total Disbursements:
.---------• ------ ............... .....
--------- - .... - - - - -:_._... ------I
i Balance Available:
I'
:
Funds Requested This Disbursement: 1,484,757.35
Certification of Payment: I certify that: (1) one hundred percent (100%) of the amount to be disbursed
pursuant to this Disbursement Request will be used solely to purchase the Project Assets specified in
Exhibit A to the .Purchase -Money Security Agreement from Maker to Holder dated October 23, 2023, (2)
the expenses to be paid out of the disbursed Purchase -Money Promissory Note are necessary and
reasonable for the completion of the Project and in accordance with the terms and conditions set forth in
this Note and the Security Agreement, (3) these expenses have not been, and will not be, covered by any
other third party funding source, including under any other separate agreement between the City and Maker
or any other grant agreement between the Maker and any other party, and (4) all Supporting Documentation
submitted in connection with this Disbursement Request is true, accurate and complete -
Maker:
Miami Music Festival, Inc.:
Disbursement Request Prepared By. -
Michael Rossi ACoa44- 10124/2023
Name Signature/Date
STATE OF Texas
COUNTY OF Kaufman
The foregoing instrument was acknowledged before me by means of ❑ physical presence or Efonline
24th October, 23 Michael Rossi President
not zatio� thus day of , 20_, by _(name) as _(title) for
Miami music bts Ival-trrc
company) He/she ( N/a) is personally known to me or ( ✓ ) produced
DRIVER LICENSE as identification.
.;I"ylllp/ff"u/'/ Daphene Mayfield
CsL p ` g
Notary Public = • ID NUMBER
Daphene Mayfield ": P 13394381-1
Print Name: %4, +
My Commission Expires: 09/01/2026 l%i��erl�l111110 \ COMMISSION September EXPIRES 026
City of Miami Beach
Reimbursement Request Reviewed By:
Name
Notarized online using audio -video communication
Signature/Date
Granado, Rafael 20 2 3- 3 2 72 8
From: Hernandez, Maria
Sent: Wednesday, October 25, 2023 9:57 AM
To: Dopico, Ricardo; Greene, Jason; Greene, Vyomie; Patino, Sara; Cotter, Daniel
Cc: Vieira, Thais; Granado, Rafael; Carpenter, Eric
Subject: Miami Beach Classical Music Festival Loan Agreements
Attachments: MBMF Purchase -Money Promissory Note -Fully Executed (2).pdf, MBMF Purchase -
Money Secuirty Agreement -Fully Executed.pdf
All: Attached are both fully executed Agreements.
Rafael: The Approved Resolution for this item is 2023-32728.
Ric: Question from the City Clerk: Who needs to keep the originals on file in case there could be any litigation in the
future?
Vyomie / Sara: Thais and I will be sending you the Approved Exhibit B Reimbursement Request form in the amount of
$1,484,757.35 under separate cover shortly.
Regards,. Maria
MIAMBEACH
Maria Hernandez, RA, LEED°AP
Director- GO Bond Program
OFFICE OF THE CITY MANAGER
1700 Convention Center Drive, 4th Floor, Miami Beach, FL 33139
Direct: 305-673-7000 Ext. 2584 / Main: 305-673-7010 / Fax: 305-673-7782 / mariahemandezA-miamibeachfl.gov
We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community.
Notice to Recipient: Florida has very broad public records laws. Most written communications to or from local officials regarding official business are
public records available to the public and media upon request. Your e-mail communications may therefore be subject to public disclosure.
From: Dopico, Ricardo<RicardoDopico@miamibeachfl.gov>
Sent: Tuesday, October 24, 2023 4:29 PM
To: Hernandez, Maria<MariaHernandez@miamibeachfl.gov>; Greene, Jason <JasonGreene@miamibeachfl.gov>;
Greene, Vyomie <VyomieGreene@miamibeachfl.gov>; Patino, Sara <SaraPatino@miamibeachfl.gov>; Cotter, Daniel
<DanielCotter@miamibeachfl.gov>
Cc: Vieira, Thais <Tha,isVieira@miamibeachfl.gov>
Subject: RE: Your Same Day wire transfer was successfully sent
Note, the promissory note (the document that requires the doc stamp tax) has been
fully executed. The Security Agreement that the manager signs does not require doc
stamps.
If possible to file Form DR-228 sooner, it would be,appreciated as we cannot file the
UCC-1 (financing statement that will perfect the City's security interest in the
equipment) until the doc stamps have been paid on the promissory note.
IIam11:M
Ricardo J. Dopico, Deputy City Attorney
OFFICE OF THE CITY ATTORNEY
1700 Convention Center Drive, Miami Beach, FL 33139
Tel: 305-673-7000 Ext: 24254 / Fax: 305-673-7002
RicardoDopico(c)-miamibeachfl.gov
www.miamibeachfl.aov
MIAM'[DOEACH
We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community.
Please note: Florida has a very broad Public Records Law. Most written communications to or from the City of Miami Beach are public records
available to anyone upon request. Therefore, your e-mail, including your e-mail address, may be subject to public disclosure.
From: Hernandez, Maria <MariaHernandez@miamibeachfl.gov>
Sent: Tuesday, October 24, 2023 4:16 PM
To: Greene, Jason <JasonGreene@miamibeachfl.gov>; Greene, Vyomie <VvomieGreene@miamibeachfl.gov>; Patino,
Sara <SaraPatino@miamibeachfl.gov>; Cotter, Daniel <DanielCotter@miamibeachfl.gov>
Cc: Vieira, Thais <ThaisVieira@miamibeachfl.gov>; Dopico, Ricardo<RicardoDopico@miamibeachfl.gov>
Subject: RE: Your Same Day wire transfer was successfully sent
Eric has approved and it's on the Manager's desk for signature. Hopefully it will be fully executed by tomorrow after the
City Clerk signs. I'll scan and forward to everyone when that happens.
Thanks, Maria
From: Greene, Jason <JasonGreene@miamibeachfl.gov>
Sent: Tuesday, October 24, 2023 4:14 PM
To: Greene, Vyomie <VvomieGreene@miamibeachfl.gov>; Patino, Sara <SaraPatino@miamibeachfl.gov>; Cotter, Daniel
<DanielCotter@miamibeachfl.gov>
Cc: Hernandez, Maria <MariaHernandez@miamibeachfl.gov>
Subject: RE: Your Same Day wire transfer was successfully sent
Maria will forward the executed agreement when received.
Thanks,
MINTMAN
p, L
Jason D. Greene, CGFO, CFE, Chief Financial Officer
City of Miami Beach
1700 Convention Center Drive, Miami Beach, FL 33139
Tel: 305-673-7000, extension 27466 www.miamibeachfl.gov
We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical, historic community.
From: Greene, Vyomie <VoomieGreene@miamibeachfl.gov>
Sent: Tuesday, October 24, 2023 2:36 PM
To: Greene, Jason <JasonGreene@miamibeachfl.gov>; Patino, Sara <SaraPatino@miamibeachfl.gov>;'Cotter, Daniel
<DanielCotter@miamibeachfl.gov>
Subject: RE: Your Same Day wire transfer was successfully sent
Cash received -just need to receive the final agreement fully executed —then we can file the DR -228
by the 20th of November, 2023.
Best Regards,
TIONAAWYN � J
Vyomie C. Greene, MBA,.CPAI Assistant Director
FINANCE DEPARTMENT
1700 Convention Center Drive, Miami Beach, FL 33139
Tel: 305.673.7000 x 26280
Email: vyomiegreene0Jmiamibeachfl.gov
www.miamibeachfl.gov
From: Greene, Jason <JasonGreene@miamibeachfl.gov>
Sent: Tuesday, October 24, 2023 2:11 PM
To: Patino, Sara <SaraPatino@miamibeachfl.gov>; Cotter, Daniel<DanielCotter@miamibeachfl.gov>; Greene, Vyomie
<VvomieGreene@miamibeachfl.gov>
Subject: Fwd: Your Same Day wire transfer was successfully sent
Fyi
Jason D. Greene, CGFO, CFE
Chief Financial Officer
City of Miami Beach
Sent from my Verizon, Samsung Galaxy smartphone
Get Outlook for Android
From: Hernandez, Maria <MariaHernandez@miamibeachfl.gov>
Sent: Tuesday, October 24, 2023 10:59:41 AM
To: Greene, Jason <JasonGreene@miamibeachfl.gov>
Cc: Dopico, Ricardo <Rica rdoDopico @miamibeachfl.gov>; Vieira, Thais <ThaisVieira@miamibeachfl.gov>
Subject: FW: Your Same Day wire transfer was successfully sent
Jason: The wire confirmation for the doc stamps for the Miami Classical Music Festival is below.
Maria
From: Michael Rossi <mrossi@miamimusicfestival.com>
Sent: Tuesday, October 24, 2023 10:01 AM
To: Dopico, Ricardo <RicardoDopico@miamibeachfl.gov>; Hernandez, Maria <MariaHernandez@ miamibeachfl.gov>;
Vieira, Thais <ThaisVieira@miamibeachfl.gov>; Angelica Perez <aperez@miamimusicfestival.com>
Subject: Fwd: Your Same Day wire transfer was successfully sent
[ THIS MESSAGE COMES FROM AN EXTERNAL EMAIL - USE CAUTION WHEN REPLYING AND OPENING LINKS OR
ATTACHMENTS ]
Here is the receipt of the wire.
Could you put us in touch with your risk management department for the insurance.
Thank you so much,
Michael
Begin forwarded message:
From: Online Transfers from Bank of America
<bankofamericatransfers@mail.transfers.bankofamerica.com>
Date: October 24, 2023 at 9:55:50 AM EDT
To: Michael Rossi <mrossi@miamimusicfestival.com>
Subject: Your Same Day wire transfer was successfully sent
Reply -To: Online Transfers from Bank of America
<bankofamericatransfers@mail.transfers.bankofamerica.com>
We have successfully sent the following transfer:
*********************************************
Item #:
461240476
Amount:
$2,450.00
To.:
City of Miami Beach
Fee:
30.00
Send on Date: 10/24/2023
Service: Same Day
If there is a problem with executing your request, we will notify you both by email and on the Manage
Accounts tab. You can always check your transfer status on the Review Transfer screen at
www.bankofamerica.com.
Sincerely,
Member Service
www.bankofamerica.com
This is a service email from Bank of America. Please note that you may receive service emails
in accordance with your Bank of America service agreements, whether or not you elect to receive
promotional email.
Read our privacy policy: http://www.bankofamerica.com/privacy
Please don't reply directly to this automatically -generated email message.
Bank of America Email, 8th Floor-NCI-002-08-25, 101 South Tryon St., Charlotte, NC 28255-0001
4
Bank of America, N.A. Member FDIC. Equal Housing Lender:
http://www.bankofamerica.com/help/egualhousing.cfm
(C) 2023 Bank of America Corporation. All rights reserved.
This email was sent to:.mrossi@miamimusicfestival.com