Purchase Money Promissory Note (2) �L:� � - � � 7ZY
$1,500,000.00 October 23, 2023
Miami Beach, Florida
PURCHASE-MONEY PROMISSORY NOTE
FOR VAWE RECEIVED, and subject ro ihe terms and conditions sel forth herein, Miami Music
Festival, Inc., a Florida not for proft corporetion dba Miami Beach Classical Music Festival Qhe "Maker'),
hereby unconditionally promises to pay to the order of The City of Miami Beach, Florida,a Flonda municipal
corporetion, or its assigns (IM1e"Holder," and together with the Maker, [he"Parties"), the principal amount
of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00), toge[her with all accrued
inrerest Ihereon as provided in this Sewretl Pmmissory Note(Ihis'Note").This Note is the promissory note
contemplated by lhat certain Pumhase-Money Security Agreement dated lhe tlale hereof Qhe "Sewrity
Agreement") by antl between Holtler, as lender, antl Maker, as granlor.
1. Definitlons� Interoretatio�.
(a) Capitalized terms usetl herein and no� otherwise defned in this Note shall have the
meaning assignetl thereto in Ihe Securiry Agreement. In the event of a conflict belween the definition of
capilalized terms defned herein and the defnition of tM1ose same capitalized terms in the Securiry
Agreement, the defnitions in Ihis Note shall conVOL 7he following additional terms when used in this
Agreement shall have the following meanings:
"Applicable Rate" means the rate equal to One and One-Half Percent(7.5%�.
"Business Day" means a day other Ihan a SaNrday, Sunday, or oMer day on which
commercial banks in Miami Beach, FL are au[horized or required by law to close.
"City Manager"means the chief administrative officer of the City,or his or her designee.
"Debf' of ihe Maker, means all (a) indebtedness for borrowed money; (b) obligations
for the deferred pumhase price of property or services, except trade paya6les arising in the ordinary
course of business�, (c) obligations evidenced by notes, bontls, debenWres, or other similar
instruments�, (d) obligations as lessee under capital leases�, (e) obliqations in respect of any interest
rate swaps, wrrency exchange agreements, commodiry swaps, wps, collar agreements, or similar
arrangements entered into by Ihe Maker providing for pmtection against flucWations in interest rates,
wrrency ezchange rates, or commodiry prices,or the exchange of nominal interesl obligations, either
generally or under specific contingencies�, (f) obligations under acceptance facilities antl letters of
credit, (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of
business),antl other contingent obligations to purchase, to provide funds for paymenC to supply Funds
to invest in any Person. or otherwise to assure a creditor a9ainst loss, in each case, in respect of
indebtedness set oul in clauses(a)through (�of a Person other lhan lhe MaKer, and(h) intlebtedness
set out in clauses(a)through (g)of any Pe�son other than Maker secured 6y any lien on any asset of
the Maker,whether or no[such indebtedness has been assumed by the Maker.
"Default" means any of[he events specifietl in Section 9 which constitute an Event of
�efaWt or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 9, would,
unless wretl or waived, become an Event of Default.
"DetaWt Rate" means eighteen percent (18%) per annum (but not more Ihan Ihe
highest rate permitted by law)."Event of DefaulC has the meaning set forth in Section 9.
"Governmental Authority" means the govemmen[ of any nation or any political
subtlivision Ihereof, whether at the national, state, territorial, provincial, municipal or any other level,
and any agency, authority, instrumentality, regulatory body, court, central bank or olher entiry
exercising exewtive. legislative,jutlicial. taxing, regularory or atlministrative powers or functions of,or
pertaining to, government.
"Law" as to any Person, means the certifcate of incorpora[ion and by-laws or other
organizational or governing documents of such Person. and any law(including common lawj, staNte.
ortlinance, treaty, mle, regulatioq order. decree, judgment. writ, injunction, settlement agreemenl,
requirement or de[ermina[ion of an arbitraror or a court or other Govemmental Authoriry, in each case
applicable to or binding upon such Person or any of its pmperty or ro which such Person or any of its
property is subject.
"Lien" means, with respect to any asset any mortgage, lieq pledge, charge, securiry
interest or encumbrance of any kind in respect of such asset. For the purposes ot this Agreement. a
Person shall be deemed lo own subject to a Lien any asset which it has acquired or halds suDjecl to
Ihe interest of a vendor or lessor under any conditional sale agreement, wpital lease or other [itle
retention agreement relating to such asset.
"Loan Documents' means Ihis Purchase-Money Promissory Note, the Security
Agreement and any other document exeated in connection with the foregoing.
"Maker" has the meaning set forth in the introductory paragreph.
"Public Benefit CommitmenY' means the public beneffs to be provided by Maker as
described in Exhibit A, attached hereto and incorporated hereiq which cons[ihtes material
consideretion to holder for the making of the Purchase Money Loan on famrable terms.
"Purchase Money Loan" means the loan in the amoun[of One Million Five Huntlred
Thousand and No/100 Dollars ($1,500,000.00) made hy the Holder ro Maker and evidenced by this
Note
"Mate�ial Adverse Effect" means,with respect to the Maker, a material adverse effect
on the properties, business, prospects.operations or contlition(fnancial or otherwise)of the Maker or
[he abiliry of the Maker to perform its obligations under Ihe Loan Doaments or any material contrects.
"Maturity Date" has the meaning sel forth in Section 2(a).
"Note" has Ihe meaning set forth in [he in[roductory pa�agraph.
"Holder' has the meaning set forth in the iniroductory paregraph.
"Parties" has Ihe meaning set forth in the introductory paragraph.
"Person' means an individual. corporation, padne�ship, limitetl liabiliry company,
association, Irusl, business trust, joint venwre, joint stock company, pool, syndicate, sole
proprietorship, unincorporatetl organization, Governmental Authority or any other form of entiry or
groupthereof.
"Securily AgreemenC means the Securiry Agreement dated as of the date hereof, by
and belween the Maker and Holde�.
(b) Intemretabon. For purposes of this Note Q)the words"lnclude,""includes;'and"including'
shall be deemed to be followetl by [he wortls"without limitation"', (ii)Ihe word 'br" is not ezclusive�. antl (iii)
the wortls "herein," "hereot," "hereby," "hereto," antl "hereunder refer to this Note as a whole. The
definitions given for any defined terms in lhis Note shall appty equally to bath Ne singular and plural forms
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of Ihe terms tlefined. Whenever ihe conteM may require, any pronoun shall include Ihe corresponding
masculine, Feminine, antl neuter forms. Unless the conteut otherv+ise requires. references herein to�. (x)
Schedules, Exhihits, antl Sections mean the Schedules, Exhibits, and Sec[ions of Ihis Note; (y) an
agreement, instmment or other document means such agreement instmment, or other document as
amended, supplemented, and modified fmm time ro time!o the exlent permitted by the provisions Ihereof�,
and (z)a statute means such staNre as amended hom time to time and includes any successor legislalion
thereto antl any regulations promulgated thereunder. This Note shall be construed without regard ro any
presumption or rule requiring construction or interpretation against the party drafting an instmment or
causing any instmment to be drefted.
2. Oisbursement o( Purchase Monev Loan Proceetls� Princioal and Interest Pavment Dates:
Ootional Preoavments� Acceleration.
(a) Reouest for Disbursement At the time this Note is delivered by Maker to Holder, Maker
shall include a signed antl notarized Disbursement Request (in the form attached as Ezhibit B antl
incorporated herein),along with(i)Ihe itemized list of Prqect Assets thal will constitute lhe Collateral under
Ihe Sewrity Agreement and (ii) all appmpriate supporting documentalion, induding, wilhout limitalion, a
tletailed invoice(s) from Ihe equipment supplier who will be selling the Project Assels to Maker, and (iii)
warranry information relating to the Pmjed Assets (collectivety, the items identifed in (i), (ii), and (iii), the
Supporting Materials"). The Disbursement Request will inclutle a certifcation by Maker that the Purchase
Money Loan proceetls will be used sole�y for purchases of equipment, materials or personal property Ihat
qualily as a capital expentliture pursuant to Treas. Reg. Section 1.150-1(b)and relatetl I.R.S. guidance, as
determined by Ihe Ciry in its sole discretion, and documentation that such equipment, ma[erials and/or
personai property shall he delivered to Maker in Miami Beach, Florida, as contlitions precetlent to
processing of the Disbursement Request.
(b) Pavment�ates. Except as otherwise provided herein, the entire unpaid principal balance
of this Note shall bewme due antl payable on the fifteenth (15") anniversary of the date of this Note([he
"MaNriry Date"). NON+ithstanding Ihe foregoing, (a)so long as there has been no DefaWt untler any of the
provisions of this Note and (b) upon approval wi[hout exception by the Ciry Manager or his or her tlesignee
o!the Annual Report submittetl by Maker pursuant to Section 7Q), below, then the City shall forgive One
Hundretl Thousand Dollars ($100,000) of Ihe principal balance per year retmactive to the anniversary of
[he da[e of this Note that immetliately precedes the Annual Report in question.
(c) Omittedwithoutimolication.
(d) Accelera[ion U�on Event of DefaWt Notwithstanding anything herein to the contrary, the
enlire principal amount of the Pumhase-Money Loan,togetherwith all accrued interestthereon antl all other
amounts payable untler this Note, shall �ecome immediately due and payable upon the occurrence of an
Event of Default.
3. SecuriN Aareement. The Maker's performance of its obligalions hereunder is secured by a first
priority securiry inrerest in the Collateral specifed in the Securiry Agreement For ihe avoitlance of doubt
none of Maker's officers, directors, employees or agents shall have any personal liabiliry under this Note
unless a court of competent juristliction tletermines any such intlivitlual has been involvetl in fraud.
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4. IntereSt.
(a) Interest Rate. Except as otherwise provided herein, so long as no DefaWt exists under or
with respect to this Note, the outsfanding principal amount of this Note shall bear interest at ihe Applicable
Rate from the date the funds are paid to Maker until the entire principal balance of this Note is paid in full,
whether at maturity, upon acceleration. by prepaymenL or otherwise.
(b) Default Interest. If any amoun[payable hereunder is not paid when due(without regard ro
any applicable grace periodsJ, whether at s[ated maWriTy, by acceleration, or otherwise, such overdue
amount shall bear interest a[the DefaWt Rate fmm the date of such non-payment until such amount is paid
in full. In addition, upon Default of this Note or under any of the Loan Documenis, interest shall accrue and
be payable atthe Default Rate.
(c) Comoutation of InteresL Interest shall be calculated on the basis of a three hundred sixry
(360) day year and shall be charged only on the sums outstantling from Ihe date the same shall be
disbursed until the tlate of actual repayment.
(d) Interest Rate Limitation. If at any time and for any reason whatsoever, Ihe interest rate
payable on the Purchase Money Loan shall exceed the maximum rate of interest permitled to be charged
by Ihe Holder ro the Maker under applicable Law, thal portion of each sum paid atlributable to that portion
of such interest rate that exceeds the mazimum re[e of interest permitled by applicable Law shall be deemed
a voluntary prepayment of principal.
5. Pavment Mechanics.
(a) Annual Interest Pavments. Commencing on the 31°day of Octobe[ 2024 and continuing
on the 31°'day of October in each and every year thereafter until the Maturiry Date, Make shall pay annual
installments of accmed interest on the unpaid amount of Principal owing hereunder.
(b) Manner of Pavments. All payments of inlerest and principal shall be made in lawful money
of Ihe Unitetl States of America no la[er than 12:00 PM EDT on the tlate on which such payment is due by
cashier's check, certifetl check, or by wire Irensfer of immediately availahle funds to the Holder's account
at a bank specified by the Holder in writing to Ihe Maker fmm time to time.
(c) Aoolication of Pavments. All paymenis made under Mis Note shall be applied first to the
payment of any fees or charges outstanding hereunder, second to accmed interest, and thiid to the
payment of Me principal amount outstanding under this Note.
(d) Bus ness Dav Convention. Whenever any payment to be made hereunder shall be due on
a tlay that is not a Business Day, such payment shall be matle on the next succeeding Business Day and
such extension will be taken into acwunt in calculating the amount of interest payable under this Note.
(e) Resc ss on of Pavments. If at any time any payment made by the Maker untler this Note is
rescintled or must otherwise be restored or remrnetl upon the insolvency, bankmptcy, or reorganization of
the Maker or otherwise, the Maker's obligation to make such payment shall be reinstated as though such
payment had not been made.
6. ReoresentaCons and Warronties. The Maker hereby represents and warranis to lhe Holder on
ihe tlate hereof as follows�.
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(a) Existence� Power and AuthoriN Com0liance wth Laws. The Maker (i) is a no4for-profit
corporation duly organized, validly exisling, and in good s[antling under the laws of the State of Florida, (ii)
has the requisite power and authority, and the legal right, to own, lease, and operate its properties and
assets and to conduct i[s business as it is now being conducted, to exewte and deliver this Note and Ihe
Securiry AgreemenL and to perform its obligations hereunder and thereuntler, and(iii) is in compliance with
all Laws.
(b) AuthoriaYon� Execution and Deliverv. The exewtion antl delivery of [his Note and Ihe
Securiry Agreement by the Maker and the pertormance of its obligations hereunder and thereunder have
Deen duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker
has duly executed antl tlelivered this Note and the Sewrity Agreement.
(c) No Aoorovals. No consent or authorization of, (iling with, no[ice to, or other act by, or in
respec[of, any Governmental Authority or any other Person is requiretl in order for the Maker to execute,
deliver, or perform any of its obligations under this Note or�he Securiry Agreement.
(d) No Violations.The e*ecution and delivery of this Note and Ihe Secunty Agreement and the
consummation by ihe Maker o(the [ransactions contemplated hereby and thereby do not and will no[ (i)
violate any Law applicable to the Maker or by which any of its properties or assets may be bound; or(ii)
constitute a defaWt under any material agreement or contract 6y which ihe Maker may be bound.
(e) Enforceabilitv. Each of the Nore and the Securiry Agreement is a valid, legal, antl Dinding
obligation of the Maker.enforceable against ihe Maker in accordance with its terms,ezcept as enforceabiliry
may 6e limited by applica6le 6ankruptcy, insoNency, reorganization, moratonum, or similar laws affecting
Ihe enforcement of creditors' righ[s generally antl hy generel equitable principles (whether enforcement is
sough� by proceedings in equity or a[law).
(� No Litioation. No action, suit, litigation, investigation, or proceeding of, or before, any
arbitrator or Govemmental Authority is pending or,to the knowledge of ihe Maker, Ihreatenetl by or against
Ihe Maker or any of its property or assets(i)with respect to the Note, [he Securiry Agreement,or any of the
transactions contemplated herehy or thereby or(ii)Ihat woultl reasonably be ezpectetl ro have a Material
Ativerse Effect on the Maker's financial condition or Ihe abiliry of the Maker to pedorm its obligations under
this Note or the Securiry Agreement.
7. Attirmative Covenants. Until all amounts ou[stantling untler this Note have been paitl in full, lhe
Maker shall�.
(a) Maintenance of Existence. (i) Preserve, renew, antl mainlain in full force antl eflect i[s
organizational existence antl(ii) lake all reasonabte action to maintain all rights, privileges, antl 6anchises
necessary or desirable in[he normal conduct of its business.
(b) Comoliance.Comply wi[h all Laws applicable ro it and its Dusiness and its obligalions under
its material contracts and agreements.
(c) Pavmen[Oblloa[ions. Pay, discharge, or otherwise satisfy at or before maNriry or before
they become delinquent, as Ihe case may be, all its ma[erial obligations of whatever naNre, except where
the amount or validity thereof is arrenlly being contes[ed in good taith 6y app�opriate proceedings.
(tl) No[iCe of EvenlS of DefaulL As soon as possible antl in any event within two(2)Business
Days aker it becomes aware that an Event of Default has occurred, notify the Holder in writing ot the nature
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and extent of such Event of Default and Ihe acfion, if any, it has taken or proposes to take with respect to
such Event of DefaWt.
(e) Financinq Slatements. The Maker agrees to assist Ihe Holder in connection with Ihe fling
of any financing statements necessary to pertect Holder's security interest in the Callateral in all applicable
jurisdictions, including without limi[ation hy provitling any inFormation required to be inciuded in such
financing statements.
(� Seoara[e Bank Acwunt for Loan Pmceeds. Maker shall keep Pumhase Money Loan
proceetls in accounts in established Floritla hanks, cretlit unions or savings and loan associations whose
identily shall be disclosed in writing, with the identity and title of individuals whom ihe Maker authorizes ro
withdraw or write checks on Purchase Money Loan proceeds from the banking institution itlentified in the
bank accaunt disclosure.
(q) Use of Purchase-Monev Loan Proceeds. Maker shall use Ihe Purohase-Money Loan
proceeds solely to purohase the Project Assets and to perform a public purpose through implementation ot
the Project. Wthout Ilmiting the foregoing,the Purohase-Money Loan proceeds may be usetl solely to pay
for capital expendiNres as defined in Treas. Reg. Section 1.150-1 antl may not be for any other purpose
including to pay for opereting expenses.ordinary maintenance and repairs,or to acquire equipmeM having
a useful life of less than one year. Maker shall use commercially reasonable best efforts to complete its
acquisition of Ihe Projec[Assets by or before December 1, 2023. If there are any funds tlisbursed to Maker
Ihat are not used to acquire Project Assets as identified in Exhibit A to the Sewrity Agreement Maker shall
promptly retum such funds to Holder or obtain Holder's prior written consent to acquire additional, specifc
�� Project Assets Ihat will further enhance Ihe ProjecL Further, in the event Ihat the Maker uses any portion
� of the Purchase Money Loan proceetls for costs not associated with the Project or that do nol constitute
capital expenditures (collec(ively, "Non-Project Costs") antl the Maker refuses or is unable to replace the
amount so usetl into the segregated bank accoun[ required pursuant to Section 7(e), above, within thirty
(30)calendar days fmm[he date such unauthorized use is discovered,Ihen the City Manager may demantl
the immediate reNm of such portion of ihe Purchase Money Loan proceeds as was usetl to pay for Non-
Pmject Costs. The City Manager may also instiNte a moratorium on applications from the Maker to City
grants programs for a period of up to one (i)year.
(h) MantenanceofProiectAssets' Insurence. UntiltheMaturiry�ate, Makershall(a)maintain
and repair the Pmject Assets, (6) use the Project Assets for the benefit of the public antl maintain all
insurance requiretl by the Loan Documents. Although Maker shall not have an aHirmative obligation ro
upgrade or replace equipment, to lhe extent Maker acquires equipment that will be used in subslitution of
Colla[eral that is or become obsolete or irreparable, then such equipment will be inclutled in the Collateral
for all purposes.
(i) Public Benefit Commilmen�. From such time as Maker shall have acquiretl material Pro�ect
Assets (i.e., such Project Assets as are necessary to host events in furtherance of the Pmject in a
meaningful manneq through the Maturiry Date, as a material consitleration for the making of the Purohase
Money Loan on the favorable terms set forth in this Note, Maker shall fulfll or exceed the Public Beneft
Commitment. Upon request, the Maker shall provide the Ciry Manager wi[h notice of all general activities
that benefit the public and ProjecFrelated events for the Ciry Manager's evaluation. In the event the Ciry
Manager condudes, as a result of such evaluation. lha[ Ne Maker is not satisfying the Public Benefit
Commilment or othervvise not in wmpliance with the terms of this Note or the Security Agreement then Ihe
Ciry Manager must provide in writing to the Maker, within thirty (30) business days af the date of said
evalua[ion, notice of Ihe inadequacy or tleficiencies observed ro provide Maker an opportunity to cure such
inadequacy or deficiency. If Maker fails to address [he areas of concem wi�hin [hirty (30) calendar days of
receipt oF such notice from the City Manager. then ihe City Manager may, in his or her sole discretion,
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declare an Event of Default has occurred.The City Manager may also insiitute a moratorium on applications
from Ihe Maker to Ciry grants progrems for a period of up[o one (7) year or until the tlefcient areas have
been adtlressed to the satisfaction of the Ciry Manager, whichever occurs frst.
(j) Annual Reoort. Commencing on the 37°'day ot Oclober, 2024 and continuing on the 31•'
day of October in each and every year ihereaker un�il fhe MaNrity Date, Maker shall submit a written report
to the Ciry Manager demonstrating wi[h documentation acceptable to Holder tha[ Maker(ulfJled its Pu61ic
Benefit Commi[ment during ihe immetliately preceding hveNe(12) month period. If requested by Ihe Ciry
Manager, [he Maker will pay for Ihe expenses of obtaining a compilation sWtement antl/or independent
financial audit antl acwunting for the expendiNre of the Purchase-Money Loan proceetls by an
intlependent certifed public accountant.
(k) Comoliance wth Sec rN Aareement Reauirements. Maker shall comply with all
requiremenfs set forth in the SecuriTy Agreement, including, without limitation, the covenants in Section 4
of the Securiry Agreement retating [o the loration of the Collateral and requiretl insurence.
(q Further Assurances. Upon the request of the Holder, promptly exewte antl tleliver such
further instruments and do or cause to be done such further acis as may be necessary or advisable to carry
out lhe intenl and purposes of this Note antl the Securiry Agreement.
(m) Documen[ary Stamos. Maker shall pay any documentary stamp or similar taxes Ihat may
he due to any Govemmental Authoriry with respect ro issuance of this Note, and will indemnify, tlefentl and
hold Holtler harmless from any claim, loss, damage, or ezpense, including attorneys' fees antl costs, Ihat
Holder may suffer or incur as a result of any failure of Maker to pay any such tax.
8. Neoative Covenants. Until all amounts outstanding under this Note have been paid in full, Ihe
Maker shall not.
(a) Indebtedness. Inar,create, or assume any Debt adversely affect Maker's ability to perform
its obligations hereunder or that would encumber the Collateral in any way.
(bj Liens. Incur, create, assume, or suffer to ezist any Lien on the Collateral except for Liens
created pursuant to the Sewriry Agreement to sewre Maker's indebtedness to Holder under[his Note.
(c) Line of 8usiness. Enter into any business,directly or intlirectly,except for those businesses
in which the Maker is engaged on the tlate of Ihis Note or that are reasonably related therelo (i.e., other
culWral lines of business).
9. Events ot Default The occurrence antl con[inuance of any of the following shall constiNte an
"Event ot Dafautt"hereuntler'.
(a) Failure to Pay.The Maker fails to pay any interest, principal or any other amount when due
pursuan�to this Note and such failure continues for fve (5)days.
(b) Breach of Re�resentations and Warranlies. Any represen[a�ion or warranty matle by the
Maker to the Holder herein, in the Purchase Agreement or in the Seariry Agreement is incorrect in any
material respect on the tlate as of which such representation or warranry was made.
(c) Failu e to Sat sN P bl c Beneft CommTment The Maker fails to satisry the Public Benefl
Commitment required by Section 7(i).
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(d) Breach of Covenants. The Maker fails to observe or pedorm (x)any covenant, contlition,
or agreement contained in Section 7 (ezcluding Section 7(i)) or Section 8 or (y) any other covenant,
obligation, condition, or agreement contained in this Note or the Securiry Agreement, other than those
specifietl in the immediately fore9oing clause(i) and Sections 9(a)antl 9(c), and such failure continues for
thirty (30)days.
(e) Cross-Defaults. The Maker fails to pay when due any of its Debt (other than Debt arising
under this Note), or any interest or principle Ihereon, when due and such failure wntinues after the
applicable grece period, if any, speciFietl in the agreement or instrument relating to such Debt.
(� BankmDtcY.
(i) The Maker commences any case, proceeding. or other action (A) under any
ezisting or fuNre Law relating to bankruplcy, insoNency, reorganization, or other relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or
seeking reorganization,arrangement,atljustment,winding-up,liquidation,dissoWtion,compositioq orotM1er
relief with respect to it or its debts or(B)seeking appointment of a receiver,imstee, wstodian,conservatoL
or other similar offcial for it or for all or any substantial part of i[s assets. or the Maker makes a general
assignment for the benefit of its creditors:
(ii) There is commencetl against ihe Maker any case, proceeding, or other action of a
nature referred to in Sec[ion 9(Q(i)which(A)resWts in the entry of an order for relief or any such adjudication
or appointment or(B) remains undismissed, undischarged, or unbonded for a period of si�cty (60)days�,
(iii) There is commenced against the Maker any case, D�oceeding, or olher action
seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial
part of its assels which results in the entry of an order Por any such relief which has not been vacated,
discharged, or stayed or bonded pending appeal within sixty (60J days hom the entry lhereof,
(iv) The Maker takes any action in furtherance of,or indicating its consent to, approval
of, or acquiescence in, any of[he acts se[forth in Section 9(�(i)through(iii)above; or
(v) The Maker is generally not, or shall be unahle to, or admits in writing to Holtler its
ina6iliry to, pay its debts as Ihey become due.
(g) Judoments. One or more judgments or decrees shall be entered against the Maker and alI
of such judgments or decrees shall not have been vawted,discharged,or stayed or bonded pending appeal
within sixry (601 days from lhe entry thereof.
70. Remedies.
(i) If an Event of Default of Ihe rype tlescribetl in Section 9(c)ocwrs (i.e. Maker fails
to satisfy the Puhlic Beneft Commitment in any year), provided that Maker volunWrily relinquishes all of the
Collateral in good condition (reasonable wear and tear exceptetl) [o Holtler immedialery upon Holder's
demand, Holder agrees lhat it will look solely to the Collateral as its remedy and, upon receipt of same, a1l
outstanding principal and accrued interest[hen remaining unpaid under this Note shall be extinguished.
(ii) If any Event of Default(other than the type tlescribed in Section 9(c)or 9(e)hereo�
has occurred and remains uncured, [he holder of this Note may demand @y written notice delivered lo
Maker) immediate payment of all or any poRion of[he outstanding principal amount of this Note, together
with all accrued interest thereon antl other amounts payable untler this Note. which amount shall become
Page 9 of 12
immediatery due and payable upon such demand. If an Event of DefaWt of the type described in paragraph
9(e) has occurred Ihen all of the ou[standing pnncipal amount of this Note shall automatically be
immediately tlue and payable without any action on the part of the holder of Ihis Note.
(iii) Holder shall also have any other rights which i[may have been afforded under this
Note or the Security Agreement at any time and any other righls which Holder may have pursuant ro
applicable Law.
17. Miscellaneous.
(a) Notices. Whenever it is provided herein that notice, tlemand, reques[, consen[, appmval
or other communication shall or may be given [o, or served upon, edher of the parties by the other, or
whenever eitherof the parties desires to give or serve upon the other any no�ice,tlemand, 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 regislered U.S. Mail, reNm receip[requested, or by a recognized national
courier service, postage prepaid in all instances, addressed as follows�.
Holder: If to the City of Miami Beach,at.
Ciry of Miami Beach
1700 Canvention 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
Miami Beach, FL 33139
Attrt. Ciry Attomey
Phone: (305)673-�470
Maker. If to Miami Music Festival, at:
Miami Music Festival, Inc.
1440 Ocean Drive
Miami Beach, PL 33139
Attenliort Michael Rossi
The Holder and the Maker may change the above mailing address at any time upon giving the other party
written notifca�ion. All nolices under this Concession Agreement must be in wnting.
(b) Attornev's Fees. If Holder is required to bring an action ro enforce its rights under this Note
or[he Securiry Agreement, Holder shall be entitletl to its reasona6le attomeys'fees (inclutling charges for
paralegals and others working under the direction or supervision of Holder's attomeys), expenses and court
costs, including sales and use [axes thereon. As used in this Note, attomey's fees shall include fees
incurred in all matters of collection and enforcement. constmction, and interpretation, before, during, and
after trial, proceedings,and appeals,as well as appearances in and connected with bankmptcy proceedings
or reorganization proceedings.
Page 9 of 12
(c) Govemina Law. This Note, the Secunry Agreement, and any claim, controversy, dispute,
or cause of action (whether in contrect or tort or otherv+ise) based upon, arising out of, or relating to this
Note, the Securiry Agreement, and the transactions contemplated hereby and thereby shall be govemetl
by the laws of[he Sta[e of Floritla.
(tl) Submission to Juristliction.
(i) The Maker hereby irrevocably antl unconditionaliy (i)agrees that any legal action,
suit, or proceeding arising out of or relating to this Note or Ihe Securiry Agreement may be brought in the
courts of fhe State of Floritla or of ihe United Slates of America for the Southern District of Florida. in eacM1
case, situated in Miami-0atle County, Florida and (ii)submits to the exclusivejurisdiction ot any such coutl
in any such ac[ion, suit, or proceeding. Final judgment against the Maker in any actioq suit, or proceeding
shall be conclusive and may be enforced in any otherjurisdiction by suit on the judgment.
(ii) Nothinq in this Section 11(c) shall affect the right of the Holder to (A) commence
Iegal proceedings or otheiwise sue the Maker in any other court having jurisdiction over the Maker or (e)
serve process upon the Maker in any manner authorized by lhe laws ot any such jurisdiction.
(e) Venue. The Maker irrevocably and unconditionally waives, to the fullest extent permitted
by applicable law, any objection that i[may now or herea/ter have ro the laying of venue of any action or
proceeding arising out of or relating to this Note or the Sewriry Agreement in any court referred to in Section
11(d) and the tlefense of an incomenient forum to the maintenance of such action or proceetling in any
such court
(� Waiverof Jury Trial. THE MAKER HEREBY IRREVOCABLY WANES.TO THE FULLEST
EXTENT PERMITTED BV APPLICABLE LAW, ANY RIGHT IT MAV HAVE TO A TRIAL BY JURV IN ANV
LEGAL PROCEEDING DIRECTLV OR INDIRECTLY RELATING TO THIS NOTE. THE SECURIN
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. WHETHER
BASED ON CONTRACT, TORT. OR ANY OTHER THEORY.
(g) Intearation. This Note, the Purchase Agreement, and the Security A9reement conStiW[e
lhe entire contrac[belween the Parties with respect to the subjecl matler hereof and superse0e all previous
agreements antl understandings, oral or written. with respect thereto.
(h) Successors and Assians. This Note may be assigned or transferred by the Holder to any
Person. The Maker may not assign or trensfer this Nole or any of its rights hereunder wi[hout the pnor
written consent of the Holder. This Note shall inure[o the benefit of, antl be binding upoq the Parties and
their permitted assigns.
(i) Waiver of Notice. The Maker hereby waives demand Por payment, presen[ment tor
paymenG protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration oF
maturiry, and diligence in taking any action to collect sums owing hereunder.
Q) Amendments antl Waivers. No term of this Note may be waiveQ modifed, or amended
except by an instrument in writing signetl by both of the Parties. Any waiver of Ihe terms hereof shall be
effective only in the specific instance and for Ihe specific purpose given.
(k) Headinos. The headings of the various Sec[ions and subsections herein are for reference
only and shall not tlefne, modify, expand, or limit any of the[erms or pmvisions hereof.
Page 10 of li
(I) No Waiver. Cumulative Remetlies. No failure to exercise,and no delay in exercising on the
part of the Holder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof�,
nor shall any single or paRial exercise of any right, remedy. power, or privilege hereuntler preclutle any
other or further ezercise thereof or the exercise of any other right, remedy, power, or privilege. The righis,
remedies, powers,and privileges herein provitletl are cumulative and not exclusive of any rights, remedies,
powers, and privileges pmvided by law.
(m) Electronic Execution. The wortls "exewtion," "signed," "signaNre," and wortls of similar
import in the Note shall be deemed to include electmnic or digital signatures or electmnic recortls, each of
which shall be ot the same eRect, valitlity, antl enforceability as manually exeated siqnatures or a paper-
based recortl-keeping system, as the case may be,to the extent and as provitled for untler applicable law,
induding [he Electronic SignaNres in Global antl National Commerce Act of 2000 (15 U.S.C. §§ 700� to
7031),the Uniform Eleclronic Transactions Acl(UETA).or any slate law based on the UETA, including the
New York Electronic Signatures and Records Act(N Y. State Tech. §§ 301 to 309).
(n) SeverabiliNJfanytermorprovisionofthisNoteortheSecuriryAgreementisinvalid,illegal,
or unenforceable in any juristlictioq such invalidiry, illegaliry, or unenforceabiliry shall not affect any other
term or provision of this Note or(he Seariry Agreement or invalidate or render unenforceable such term or
provision in any otherjurisdiction. Upon such determination that any term orother provision is invalid.illegal,
or unenforceable, the Parties shall negotiate in good faith ro modify this Note so as to effect the original
intent of the patlies as dosely as possible in a mutually acceptable manner in order that[he transactions
contemplated herehy be consummatetl as originalty wntemplated to the greatest eztent possible.
[Signature Page Follows�
Page 11 of 12
IN WITNESS WHEREOF, this Note has been execu[etl effective as of Me tla[e first set forth
above.
MANER.
MIAMI MUSIC FESTIVAL, INC. /�
BY: ii[cNFa.sI. ./Ces�r �/"'�
PfIOt N2mE: Michael Rossi
Title: Presitlent
STATE OF KC�QSklEXR"•' iexas �
COUNTV Of 7IMXKKDA'C)E =�' � Kautman
The foregoing insVument was acknowledged before me by means of�physical presence or�online
24th October 23 Michael Rossi President
M�arAP�1Q���°�s�1al irx—day of , 20_, by_(name) as_([itle) for
_�company) . He/she� ) is pereonally known to me or( J 1 protluced
DRNER �ZTCENSE as iCenification.
��NLG / �� s��- U�P�m�INHMtl
Notary Puhlic � �sspM�R
PriniN2m2: DapheneMayfieltl �e �/�f � a�s
My Commission Expires: o9/m/2o26 �m�^^"f ��o�«�.�me
Notarized online using audio-video mmmunication
Page 12 of 12
exH�rt n
PUBLIC BENEFIT COMMITMENT
In addRion to Ihe obligations to pay interest and pnncipal pursuant to the Note, as material consideration
for the Holdefs making of t�e Purc�au Money Loan on favoraDle tertns, Miami Music Festival, Inc. tlba
Miami Beach Clauical Music Festival (Maker)will expand i4s free programming wiMin the CiFj of Miami
Beach. The programming will be enhanced by state-o6the-projec[ion mapping technobgy to wn6nue
t2nsforming City of Miami Beach venues and facililies into free, fulty immersive conceR ezperiences for
the communiry. The Maker will continue to enhance Me im2ge of Miami Beach as a sophisticated artistic
destination, increasing residents' qualiry ol lik by pmviding Bee, unique indoor and outdoor cultural
activations throughout the community. The abiliry to use building facades and other ouMoor venues ro
project images Mat will allow for unique,immersive expenences for community members and visitore of all
ages antl backgrountls to attand. By using new,state-of-Me-arttechnology Makerwill blend differentartistic
genras and forms to provitle enticing e�cpenences for a wide variery of aUendees. Without lim0ing Me
generality of the foregoing, Maker makes the following commihnenfs to the Holder:
Makerwill present iLs annuai five(5)week summer fesfival at public venues within the Ciry of Miami Beach
with a minimum of Mn(10)shows(free admisaion), rwt less than five(5)of which will prominently feature
sfatenf-the art projec[ion mapping technobgy incorporsting Me Project Assets to wmplement hee
performances induding full-scale opera productions, immersive symphonic concerts, and multiple Opera.
Cham6er,and Broadway concerts.
For rtronths that fall outside of Me summer fesOval, Maker will present not less than Mro (2) musical
pertortnances per rtwnM tlunng eg�t (8) months at public venues within the Ciry of Miami Beach (free
admission). A minimum o(seven (7) of these performances (not wuntlng the VYinter FesHval o( Lights
parfortnances) will prominently feature state-of-Ihe art projecfion mapping technology incorporeting the
ProjectAssets.
The Maker shall uu commercially reasonable best eRoris, in collaboration with ihe Holders Tounsm and
Culture antl Marketing Departments, to ensure there is sufficient and apOropriate publicity and markating
for all evenfs to drew the largest possible audiences(subject ro consuttation with the Holder's Police antl
Fire Departmenis to ensure safery).
The Makerwill seek grantfunding to enable it to produce antl install an annual Nfinter Pes6val of Lights Mat
will light up building facades in such area wifhin the Ciry of Miami Beach as the Maker antl lhe Holtler shall
mutually agree with state-oRMe-art mapping techirology for a minimum of three(3)weekends, dates[o be
subjecl to Me prior written approval of the Ciry Manager or his or her designee each year. There will be a
minimum of Mree(3)live musical pertortnances on such tlates as the Maker antl Ne HOWer shall mutually
agree. In the event Mat the Maker is una6le [o secure Me necessary funding tor the Winter Festival of
Lights in any year, the Maker and Me City shall jointly tletermine Ihe size and scale of Me festival tlunng
such year given available resources. Notwfthstanding Me foregoing, the Maker shall use ils best efforts to
protluce a full-scale festival each year with its curtent available stafing.
exHisiT e
FORM OF DISBURSEMENT REQUE3T
MIAMI BEACH
CITY OF MIAMI BEACM
DISBURSEMENTREOUESTFORM
MAKER NAME: Mfaml Music Fectival,lnc.
MAKER ADDRESS: 1400 Ocean Drive
Mlaml Beach,F�33139
Altn: Mlehael Rofsl
MAKER CONTRACT ADMINISTRATOR: Mlchael Rassi
MAKER CON7RACT ADMINISTRATOR'S E• mroasi�mlamimuaicfesHval.wm
MAIL ADDRESS:
REDUEST No.
Capitalized tertns usetl herein and not otherwise defined shall have the meaning given to them in the
Purchase-Money Note(Note)daFetl October 23, 2023 made by Miami Music Festival, Ina (Maker)in favor
of Me City of Miami Beach.FL(Holtler). Pursuantto ihe No[e,to request disbursement of Purchase Money
Loan proceeds, Maker shall include a signed and no[arized original copy of[his Disbursement Request,
alon9 with (i) Ne itemized list of Project Assets Nat will constttute the Collateral under the Security
Agreemen[ anC (ii) all appmpriate supporting documenfatioR including, without limifation, a tletailed
invoice(s)trom the equipment supplier who will be selling the Project Assets to Maker, and (iii) insu2nce,
licensing and warcanry information relating to Me Project Assets(collectivey, the items itlentifietl in(i), (ii),
and (iii), Ne Supporting Matenals"). The Disbursement Request will include a certification Dy Maker that
[he Purchase Money Loan proceeds will be used on expenditures that qualify as a capilal expentliture
pursuant lo Treas. Re9. Section 1.150-1(b) and related IR.S. guidance, as determined by the City in its
sole discretlon, and otherwise comply wiM the requirements of the Note and Secunty Agreement.
Dwumentation ihat such equipmen[, matenals anNor personal properry shall be delivered to Maker in
Miami Beach, Flonda, must be submittetl with the Disbursement Request as a condition precedent to
processing of the Disbursement Request.
The Ciry shall make Purchau Money Loan Disbursements to the Maker by check or wire Vansfer, a5[he
Ciy determines in its sole discredon. Provitletl Nat an uncured defautt tices not exist, and t�at Maker is
otherwise in compliance with the [ertns of this Nole antl Me Security Agreement, the City will make the
Purchase Money Loan disbursement within lwenty-five (25) business days of i[s receipt of an acceptable
Purchase Money Loan Disbursement Requestand all Supporting Materials.Maker untlerstands antl agreas
that disbursements to Me Maker will be made solely in accordance wRh appliwble state and federal laws.
My and all reim6ursement obliga6ons of Me Ciry shall be Fully subject to anG wnfingent upon[he availabiliry
of funding solety hom t�e GOBAC Program funds.
,I_-—___._..._.___— —____—._.._.-- ,..
Amount of Purchase Money Loan: i 51,b00,000 �,
i Less Previous Total Disbursements: �--�
L_ -- BalanceAvailable: � -----�
�-- -� --7
� Funds Requested This Disbursement: ; 1,q84J9.35 j
Certification of PaymenC I certiy Nat (i) one hundred pement (100%) of the amount to be disbursed
pursuant to this Disbursement Request will be used solely to purchase the Project Assets speciT�ed in
Exhibit A to the Purchase-Money Securiry Agreement hom Maker to Holder dated October 23, 2023, (2)
the expenses to be paid out of the disbursed Purchase-Money Promissory Note are necessary and
reasonaDle for the completion of Me Pmject antl in accordance with the terms and wnditions set forth in
ihis Note and the Securily Agreement, (3)Nese expenses�ave not been, and will not he, covered by any
otherMird party funding source,including under any oNer separate agreement between the City and Maker
or any other grant agreement behveen[he Maker and any other party,and(4)all Supporting Documentafion
submitted in connection with this Disbursement Request is We, accure[e and complete.
Maker: �
Miami Music Festival, Inc.: /✓)�� / _�
Disbureement Request Prepared By. � �l �«��
Michael Rossi �G �� �0/24/2023
Name Signalure/Date
RESOLUTION NO. 202332728
A RESOLUTION OF THE MAVOR AND CITY COMMISSION OF 7HE GITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO DRAFT
AND EXECUTE THE NECESSARY DOCUMENTATION RELATED TO A
f1,500,000 LOAN BY THE CITV TO MIAMI MUSIC FESTIVA�, INC.OBA MIAMI
BEACH CIASSICAL MUSIC FESTIVAL (FESTNAL) TO BE FUNDED FROM
THE PROCEEDS OF THE G.O. BOND FOR AR75 AND CULTURE, WHICH
LOAN SHALL ENABLE THE CITY TO MAINTAIN A SECURITY INTEREST IN
THE E�UIPMENT TO BE PURCHASED WITH THE LOAN PROCEEDS AND
ENSURE THE FESTIVAL COMPLIES WITH ITS PUBLIC BENEFIT
REDUIREMENTS.
WHEREAS, on Juty 20, 2022, the Mayor and Commission approved Resolution 2022-
32261, au[honzing a special election, submitting to [he electorate of ihe City o/ Mlami Beach
the question asking whether the City shall 6e authorized to issue generel obligation bonds, not
exceeding 5159,00O,OOQ to impmve (acilities for resiliency of aris and culNral institutions
ihmughout the City, including museums, pertormance venues, artistic playgrounds,
seniodcWtu21 centers, botanical garden, aquatic sculpNre Oark, and relatetl aAist/worktorce
housing; and.
WHEREAS, on November 8, 2022, Ihe vaters of the Ciry of Miami Beach apProved the
issuance oF a General Obligation Bond for Arts 8 CWWre (the 'Bond") in the not to exceed
amount of E159 million; and
WHEREAS,the final list ol projects included a$3 million allowtion for Miscellaneous Aris
8 CuINre Projects,to be vetled at a luNre date; and
WHEREAS,on Fe6ruary 1, 2023,the Mayorand Commission adoptetl ResoWtion 2023-
32485, approving the Admmistration's recommendation to allocate up to $1.5 million fmm the
Miscellaneous Arts 8 Culture Projects Category to the renovation of the Collins Park Rolunda
as a pertorming arts venue; and
WHEREA$ pro�ection mapping is a technological mnovation lhat can �ransfonn all
suAaces in a given space including walls, stages, buildings, and roads—into interactive display
surfaces tor choreoyraphed video presentations and adds a new dimension to musical and
other perfortnances; and
WHEREAS, on Febmary 22, 2023, the Mayor and Commission adopled ResoWlion
2023-32509 approving the acquisition by�he Ci�y of projeclion mapping projectors and related
production eduipment("EQuipment")to allow for the hansformation o(City venues and facilities
into immersive performance experiences (Ihe "PrqecC') utilizing funds up to Ihe 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 (ihe "Festival") for
programming during public peAormances and activations, and further, referting [he item to the
G.O. Bond Oversighl Committee ([he "Committee") for its consideration o( the amount to be
allocated for such equipment acquisition; and
WMEREAS,the Committee reviewed ihe Prolecf at its March 34 2023 meeting and made
a motion recommending funding in Ihe amount of$1.5 million: and
WMEREAS, on March 31, 2023, the Pinance and Ewnomic Resillency Committee (lhe
"FERC") heard input from stafl and vanous grantees regarding Tranche 1 of the Bond and
considered rewmmenda6ons matle by the Atlministration; and
WHEREAS, the FERC made several recommendations regarding Tmnche 1, including
a suggestion �hat the Festival should provide a revenue share m the Ciry; and
WHEREAS,on April 28, 2023,Ihe Ciry Commission adopted ResoWtion No. 202332592
accepting[he FERCs 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 antl second public readings of lhe
6ond issuance resolulion were held, and the issuance was approved; and
WHEREAS, Tranche 1 of the Bontl was issued on July 27, 2023', and
WHEREAS, after considering various factors, induding Ihe leng[h of time it woultl take
for the Ciry to acquire the EquipmenL the possi6le exposure of the City if the Festivafs use of
the equipment resulted in any injury to persons or pmperty damage, as well as Ihe addidonal
need to fmd suitable storage for the Equipment, [he Administration determined that making the
funds available to the Festival to enable it to purchase the Eduipment direclry would be a better
approach; and
WHEREAS, �he AdminisValion concluded the best mechanism for funding lhe Festival's
purchase of the Equipment would be a loan secured by a lien (i.e., a purchase money securiry
interest pursuant to Section 679.1031. Fbrida Stalules)on Ihe Equipment, and;
WHEREAS, ihe existence of a purchase money securiry interest will protect lhe
Equipment againstjudgment creditors ana the City can seek repayment(or repossession of Ne
EQuipmenp if the Festival does not comply with its public henefit obligations, and:
WHEREAS, the Ciry wuld require the paymen[ of (he accmed interes� (or an
appropriate portion Ihereof)as a way ro secure a revenue share; and
WHEREAS, Ihe loan would be Forgivable at the end of ffteen (15) years - the
approximate end o�the useful life of[he equipmenl- so long as lhe Festival has fully complied
with its obligations.
NOW, THEREFORE, 8E IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF TME CITY OF MIAMI BEACM, FLORIOA, Ihat the Mayor and Ciry
Commission hereby aulhonzes lhe Administration to drafl and fnalize documentation
evidencing a $1,500,000 loan wilh interes� of L5% per annum hy Ihe Ciry lo Miami Music
Festival, Inc. dba Miami Beach Classical Music Festival to he fundetl hom the proceeds of the
G.O. Bond for Arts and Cu1Nre, which ioan shall enable ihe Ciry to maintain a securiry interest
in the equipment to 6e purchased with the loan proceeds and ensure the Festival complies with
its public beneft requi�ements and allow for a simple mechanism!or receiving a revenue share�,
and further, authorizes Ihe City Manager and City Clerk to ezecute such loan documents.
PASSED and ADOPTED lhis �3 day of "'�'�' . 2023.
— ,_'�
Dan Gelber, Mayor
ATTES� SEP 2 0 2023
Rafae� I E. Granado, Ciry Clerk
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Reaolutfom-C7 E
MIAMI BEACH
�� COMMISSION MEMORANDUM
i,,
fµ. TO: Honorable Mayor and Members of the Cily Commission
W� FROM: Alina T. Hudak,City Manager
�`� DATE: Seplem�er �3,2023
SUBJECT:A RESOLUTION OF THE MAYOR AND CITV COMMISSION OF THE CITY
� OF MIAMI BEACH, FLDRIDA, AUTHORIZING THE ADMINISTRATION TO
DRAFT AND E%ECUTE THE NECESSARV DOCUMENTATION RELATED
TO A $1,500.000 LOAN BY THE CITV TO MIAMI MUSIC FESTIVAL, INC.
DBA MIAMI BEACH CLASSICAL MUSIC FESTIVAL (FESTIVAL) TO BE
� FUNDED FROM THE PROCEEDS OF THE G.O. BOND FOR ARTS AND
� CULTURE, WHIGH LOAN SHALL ENABLE THE CITY TO MAINTAIN A
� SECURITY INTEREST IN THE EQUIPMENT TO BE PURCHASED WITH
� THE LOAN PROCEEDS AN� ENSURE THE FESTIVAL COMPLIES WITH
� ITS PUBLIC BENEFIT RE�UIREMENTS.
gscv�an�iuDMISTORY_ �
At ihe J�1y 20, 2022 Commission meeting, the Mayor and Commissbn approved Resdution �,
202232261, auUonrirg a speciai election, submiltirg b Ihe alecWrate uf the Cily of Miami ��..
Bexh the question asking whelher the Cily shall be authorizetl fo issue general obligation
� Oords, rot e�eedirg $159,Q00,000, to impiove faciliGes for resiliency of arts and culNral �
instihAions lhroughoul the Ciy, including museums, pertortnance venues, artistic playgmunds, �
senior/cullural centers, Ootanical gaNen, aqualic scWpnxe park. antl related artisthwAdorce .
Fa�ing.
On November 8, 2022, tlie wlers of ihe City of Miami Beach approved the issuance of a �
General ODligation BoM for Arts 8 Cultue (the 'Bond') in ihe rat to exceed amouM of 5159 �.
� miXbn.The final list of piojec� included a$3 millbn albcaUon for Misce��areous Arts&CulNra i,
prtyecis,to be retted at a fuNia date. �
On Febn�ery 1. 2023, Ihe Mayor and Commission adoD�ed Resolution 2023J2485, appmvirg
tha AdministraGon's tewmmendation to allocate up to $1.5 miilbn from Me Miscellaneous Arls
& CuWire ProjecLs Cate9ory lo tha remvaUon oi ihe CoAins Park RoNnda as a perfaming arts
venue. �.:I
ProjecUon mappirg is a techrological inrovation tl�at can Irarsiortn all surfaces in a given spxe ,�
includirg wdlls, stages, buildirgs, and roads — inM iMeractive display surfaces for
choreogrephed video prasentatiors. The use of projection mappirg adds a new dimeiuion to ��p
musical and other peAomiances by enabling 1he event producer to create a visuaNy immersive �
Psge 60�012938 �
�.
e�enence for aWiences. On FeOruary 22, 2023, Uie Maynr antl Commissbn atlopted
Resolution 2023-32509 approving the acquisition Oy Cie Cily of projection mappirg pinjectors
and related production equipment (`EquipmenC) lo albw for the trarsfom�alion of City verwes
'� and facilities iMo irtxnersive peAormance e�eriences (the `Projec�"). utiliarg tunds up to the
amouM remaining in the Miscellaneuus Arts 8 Cuttu�e Category, such equipment to be usetl
' initially 6y Miami Music Festival, Inc. tlCa Ihe Miami Beach Classicai Music Festival (the
"Fesmral') for programming tlunrg public performances and activations, and furNer, refemng
tlie item to ihe G.O. Bord Oversight Commitlee (the "Commmee") for its rnreideration of the
amounl to be allocated for such equipment acquisition.
�� 7he Committee reviewed the Project ffi its March 30, 2023 meeling aM matle a motion
� recommendirg fundirg in the artrowd of E1.5 million.
� On Marc� 31. 2023, ihe Pirence antl Ecoramic Resiliency Committee (Ihe "FERC') heard
input from staff and varb� grantees regardirg Tranche 1 of t�e Bard and corede�eA �
recommentlatiore made by ihe Admirrishalion. The FERC made several iacommendatiore
. regarding Traiclie 1, inclWing a suggestion tl}at ihe Festivel sMuld Dm`nde a ravanue stwe lo
ihe City.
On April 28, 2023, the Ciry Commissbn adopted Resolution No. 2023J2592 accepGoy ttie ,
� FERC's recommendatiors and approvirg Tranche 1 in ihe rot-tocxcead amount ot �,
$101,700,000. �
On May 17 and Jure 28. 2023, the first ard sacontl public readings of Ne bond issuance �
resolution v.ere held, and ihe issuance was eppmved. Tranche 1 of the BoM vras issued on
Juty 27.2023. ,.
ANALYSIS
The AdmiristraGon initialy contemplated tlat the Cily�noJd purchase ihe EquipmeM ihen enter i
iMo an equipment�se agreemeM v.ith ihe Festival. Afler considenng various factors, inclWirg '
ttie length of�ime it Mould take tor Ihe City�o acquire the EquipmeM, the possible exposure o�
the Cily R tlie FesWal's use of the equipmerrt resWled in ary injury to persons or property
damage, as wEll as the additional need to find suitable storage for ihe Equipment, the
Administration detertnined that makirg Mie funds availahle ro ihe Fesbval to erable it to
purchase Ne Equipment tllractly would be a better approach. AlNough fhe Cily is sim�ady '
pioviding FuMs,via g2Ms,to other ar4s and cultue o�ganizetiore antl i�tiWtions ihat will receive
Bord fuding b enable them b seMaxecute their D�lects, the Project preseMs some unique
chellerges Nat makes Me�se of a grerri strucWie undesirable. 3
t
Firsl. �Mieieas oMer pmjecis consist of rerova6ng antl/or OUWing rew facBNes aM
incorpoiatirg equipment iMo epsUrg bnckand�rorlar fxilNes (e.g. the Cobrry Thealer, Ihe ij
CoINrt Workforce Fbusing Pmject and the Bass Museum of AA)or Dertnaner�tly p�acing�+orks �i
of art at specific bcatiore (e.g. artisfic P�Y9munds and Uie aquatic scWPture gaNen). the a
Pmject coreis4s eulusively ot equipmeM Mat is rat intended to be stabonary. Because tlie 4�
EquipmeM will rot become fixdues within eri50rg faCilities, ihe Administra6on identified tl�e risk �
Uat an unpaid credilor oi ihe Festiral coWd poterNally seek to place a judgment lien on Me ^��
FesWal's assets. SecoM, Uie FERC recommended th� the FesWal should be aYowed to
use ihe EpuipmeM for comme�cial purposes subject to the payn+ent of a revenue share to ihe
c�ry. ?!
s
Pape 605 of 2978 ���&
p
k
Fdlowing ezlensive discussbru with tlie Office of fhe Cily Atbrrey, tlie Administration
concluded Me best mecherism for fundirg the FesWal's Durchese of the EquipmeM would be a
ban secured by a lien (i.e., a purchase money securiy iMeiest pursuaM to SecGon 679.1037,
Florida Stalutes)on the EquipmeM. StrucWnng the fundmg for Ne puichase of the EquipmeM
as a toan has several advenlages over makirg the funds available pursuant to a grent
agreemen[:
First, tlie ewslence of a purchase money secunty interest will protect the Equipmenl aganst
judgmerrt aetlirors.
Second, Ne Cily can seek repaymerrt (or repossession of the EpuipmeM)rf the FesMal does
rot comply wifh its pub6c benefA obligatbrs.
FireYy the Cily coild requre ihe payrneM of ihe accrued inlerest (or an appropriate portion
Mereoi) as a vray to secure a revenia sha�e. If the Feswal is unable ro pay interest in arry
given yex due to ireufticieM net revenue, the Gity Commission could defer or waive all or a
portion of the i�rterest due tor such year.The loan v,ould be forgivable al ihe end oi fifteen (15)
yeers_ y�e app�ppmate end of the �eful life oi Ihe eQuipmerrt - so bng as the FesUval has
fully complietl wiM its obligations.
euPPORTING BURVEY DATA
WA
FINANGIAL INFORMATION
WA
fONGLL910N
The AdmiMstraGon rewmmends the adopdon of Ihis resoNNon aWhoriang the Administratlon to
dwft and e�cNe documerdatlon evKlencing a$1,500.000 ban wiUi irderest of 1.5%per anrwm
by Ihe Cily to Miami PMsic Festival, Inc.dba Miami Bexh Classical Music Fesliral b be Furded
fiom Uie pioceeds of Cie G.O. Bond tor Arts and Culdpe, which ban shall enable the City b
meiMan a sacurily irrterest in lha equipmerM b be puichesed wilh ihe loan proceeds,ensuie the
Feslival complies wdh its public benetd requiremenls and �bw for a simple mechenism for
'ecervirg a reverwe share. Pursuant to ihe tertns of Ne loan agreemeM, the FesEval will be
�esponsib�e for stnrirg fhe EquipmeM in a secure, climater,oMioMed space and to pmcure
irBuance for the Equipmant saOsfectory lo tlie Cily.
�
Cityx9tle
y��g�g�pp] ppa�this Xam udll»G.O_
�n K.�.+W^Mam.ounu�nt to BaM FunAa?
IC�yt S,_ode�ctlon 7-149
No Y�
5yglt{�Connecllon
Pmsperily - Mericet antl promote Miami Bexh as a woAd class arts, culluie, and qualiry
eMeAainmeM destina�on.
Page 606 o1297B
Lgplal�tive Trukino
G.O.BoM Program
A7TACXMENTS:
Descripdon
o ResoWtion
Page 807 W 2938