Purchase Money Security Agreement Version 1 zoL3 -3z� zg
PURCHASE-MONEYSECURITYAGREEMENT
THIS PURCHASE-MONEY SECURITV AGREEMENT(as amendetl, restatetl or o[herwise modified,
this "AgreemenC) dated as of, October 23, 2023 made by MIAMI MUSIC FESTIVAL, INC., a Florida
corporation dba Mlami Beach Classical Music Festival (the "Festival" or "Grentor"), in favor of GTY OF
MIAMI BEACH, FLORIDA, a Florida municipal corporetion (Ihe City or"Lender").
WHEREAS, on July 20, 2022, the Mayor and Commission approved ResoWtion 2022-32261.
authorizing a special elec[ioq submitting to the electorete of the Ciry of Miami Beach the queslion asking
whether the City shall be aulhorized lo issue general obligation bonds, not exceeding $159,000,000, [o
impmve facilities for resiliency of arts and cultural instiWtions throughout the City, including museums,
pertormance venues, artistic playgrounds,senior/cWNral centers. botanical garden, aquatic sculpture park,
and related artisVworkforce housing�, and
WHEREAS, on Novemher 8, 2022, the wters of the Ciry of Miami Beach appmved the issuance of a
Generel Obligation Bond for Arts 8 Culture(the"Bond") in the not to exceed amount of$159 million; and
WHEREA5, the fnal lisl of projects included a $3 million allocation for Miscellaneous Arts &CWture
Projec[s,to be vetted at a fuNre da�e: and
WHEREAS, projection mapping is a technological innovation ihat can transform all surtaces in a given
space including walls, stages, buildings, and mads; and
WHEREAS, on February 22, 2023, the Mayor and Commission adopted ResoWtion 202332509
approving the acquisition by the City of projection mapping projeclors and related produclion equipment
("EquipmenP') tha[ allow for Ihe transformation of Ciry venues and facilities into immersive pertormance
experiences (ihe "Projecf') utilizing funtls up to Ihe amount remaining in Ihe Miscellaneous Arts 8 Culture
Category, such equipment to be used initially by Miami Music Festival, Inc. dba Ihe Miami Beach Classical
Music Festival (the "Festival") for programming durinq public pertormances and activations, antl further,
referring Ihe i[em to the G.O. Bontl Oversight Committee (the "Committee") for its wnsideretion of Ihe
amoun[lo be ailocated for such equipment acquisition�, and
WHEREAS, the Committee reviewetl the Project at its March 30, 2023 meeting and matle a motion
recommending funtling in the amount of$1.5 million; and
WHEREAS,on March 31,2023,Ihe Finance and Emnomic Resiliency Committee(the"FERC')heard
input from staff and various grantees regarding Tranche 1 of Ihe eontl and consitlered recommendations
made by[he Atlministration�,and
WHEREAS, the FERC made several recommendations regarding Tranche 1, including a sugges6on
[hat lhe FeStivai shoultl pmvide a revenue share to[he City', and
WHEREAS, on April 28, 2023, the City Commission atlopted Resolution No. 2023-32592 accepting
the FERC's recommendations and approving Tranche 1 in Ihe not-to-exceetl amount of$101,700,000; antl
WHEREAS, on May 17 and June 28,2023, the first and secontl public readings of[he Dond issuance
resoWtion were held, antl the issuance was approved; antl
WHEREAS, Tranche i ofthe Bond was issued on July 27, 2023�, and
WHEREAS, aker considering vanous factors, induding the length of time it woultl take for the City to
acquire the Equipment. the possible exposure of the Ciry if the Festival's use of the equipmen[resulted in
any injury to persons or property damage, as well as the atltlitional neetl to fnd suitable storage for the
Equipment, the Atlministration tletermined that making the funtls availahle to lhe Festival to enahle rt to
purchase the Equipment directly would be in the best interests of the Ciry�, and
WHEREAS, the Admmistration concludetl the besl mechanism for funding the Festivafs purchase of
the Equipment woultl he a loan to the Festival secured by a lien (i.e., a purchase money securiry interest
pursuant to Section 679.t031, Floritla Statutes) on the Equipment; and
WHEREAS,on September 13.2023.Ihe City Commission atlopted Resolution 2023-32728 approving
a purchase money loan �y the Ciry to the Grantor in Ihe amount of$1,500.000 with interest of 1.5% per
annum to be funded from Ihe proceeds of ihe Bond (the"Purchase Money Loan"J; and
WHEREAS, pursuant to the Purchase-Money Promissory Note of even date herewith (as amended,
restated. supplemented or otherwise modified, the "Purchase-Money Note"), matle by Grentor in favor of
the Lender, the Lender made a loan to Ihe Grantor in the amount ot One Million Five Hundred Thousand
and 00/100 Dollars to fnance the cost ro acquire equipment relating to the Prqect(a detailetl list of such
equipment is set forth in Exhibit A attached herero antl 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 theretq the Lender has requested tha[the Grantor grant a continuing security interest
in antl to Ihe "Collateral" (as hereinafter tlefined) to secure Ihe `Secured Obligations" (as hereinafter
defined), and the Grantor has agreed to do so pursuant to the terms hereof.
NOW, THEREPORE, in consideration of Ihe premises and other gootl and valuable consideration,
the receipt and suffciency of which are hereby acknowledged, and lo intluce the Lender lo enter into antl
make available loans pursuant to the Purchase-Money Note,the Grenror hereby agrees with the Lender as
follows:
SECTION 1. DefNtions. Capitalized terms used herein and not otherwise definetl in this Agreement,
, including the preambles and recitals hereof, shall have the meaning assigned thereto in the Purchase-
'�� Money No[e. In the even[ of a conFlict between the tlefnition of capi[alizetl terms tlefned herein and lhe
defnition o(those same capitalized lertns in the Purchase-Money Note. lhe defnitions in lhe Purchase-
Money Note shall contml. The following additional terms when used in this Agreement shall have Ihe
following meaninqs:
"Aoolicable Law" means all applicable provisions of constiNtions, statutes, laws, rules, treaties,
regula[ions and orders of all Govemmental Authorities and all orders and decrees of all courts and
arbitrators.
�' "Collateral"shall have the meaning assignetl therero in Sedion 21a1 hereof.
"Evenl of DefaWY' means(i) the ocwrrence of an"Event of DeFauIP' under the Pumhase-Money Note
and/or(ii)failure of Grantor to maintain the insurance required pursuant to this Agreement.
"Financ no Statements" shall mean t�e UCC-1 Financing Statements naming the Granror as debror
and the Lentler as sewred party, with respect to the Collaterel.
"Governmental AuthoriN" means the government of any na[ion or any political subdivision thereof,
whether at lhe national, state,territorial, provincial, municipal or any other level, and any agency, authority,
instrumentaliry, regulatory body,court, central bank or other entity eaercising executive, legislative,judicial,
laxing. regulatory or adminislrative powers or functions of. or pertaining to, govemment.
"Lien" means, with respect to any asset, any mortgage, lien, pledge. charge, sewriry interest or
encumbrance of any kind in respect of such asset For the purposes of this Agreement, a Person shall be
deemed to own su�lect 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 reten(ion agreement relating to
such asset.
"Loan Documents" means this Agreement, the Purchase-Money Note antl any other document
eaewted in connection with the foregoing.
"Material Adverse Effecf' means, with respect to the Granror, a material adverse effect on the
properties, business, prospects, operations or condition(financial or otherwise)of the Grantor or Me abiliry
of the Grantor[o perform its obligations under the Loan Documents or any material contracts.
"Person" means an individual, corporation, partnership, limited liability company, association, trusL
business trust, joinl venNre, joint stock company, pool, syntlicate, sole proprietorship, unincorporatetl
organiza[ion, Governmental Authoriry or any o[her form of entity or group thereof.
"Proceetls" means all"proceeds" (as defined by the UCC)of, and all other profits, rentals or receipts.
in whatever form, arising from [he collection. sale. lease. exchange, assignment licensing or other
disposition ot, or realization upon, the Collaterel, including, without limitation, a0 claims of the Granior
against Ihirtl parties for loss of, tlamage to or destruction of, or for proceeds payable untler, or unearned
premiums with respect to, policies of insurance in respect of, any Collateral, and any contlemnation or
requisition payments with respect to any Collateral.
"Secured Obliaa[ions" means all intlebtedness and obligalions under the Purchase-Money Note and
any renewals and extensions[hereof and replacements and substitutions Ihereof.
"SecuriN Interests" means the securiry interests granted pursuant to Section 2, as well as all other
security interests created or assigned as atltlitional sewriry for the Secured Obligations pursuant to the
provisions of this Agreement.
"UCC" means the Uniform Commercial Cotle as in effect on the date hereof in the State of
Floritla', mp vidEd that if by reason of mantlatory provisions of law, the peAection or the effec[of perfection
or non-pertection of the Securiry Interests in any Collateral is govemetl by the Uniform Commercial Cotle
as in eHect in a jurisdiclion olher than Floritla, "UCC" means Ihe Uniform Commercial Code as in e(fecl in
such otherjurisdidion for purposes of the provisions hereot relating to such pertection or effect of pertection
ar non-pertection.
SEC710N 2. The SecuriN Interests.
(a)To secure the Pumhase-Money Note and ro secure the full and prompt payment antl performance
of all of the Secured Obligations, ihe Grantor here6y 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 locatetl and whether
now owned or hereafter acquired or arising (collec[ively,the"Collateral")'.
(i) all Project Assets purohasetl with [he pmceeds of loans made to Grantor pursuant to
the Purchase-Money Note, to lhe extent of such proceeds(the Pmjec[Assets listetl in Ezhibit A
constitute the initial Collateral hereundeq-,
(ii)all products antl Proceeds of all or any such Projecl Assets; and
(iii) although Maker shall not have an affrmative obligation to upgratle or replace Pmjec[
Assets, to the exteN Maker acquires equipment Ihat will be used in substiNtion of any of Ihe
Project Asse[s that is or become obsolete or irreparable. then such equipment will be deemetl
Collaleral for all purposes.
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(b)In the Request for Funding to be oelivered by the Grantor to the Lender pursuant lo the Purchase-
Money Note, the Grantor shall tlescribe all Project Assets to be purchased with Ihe pmceeds 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 grented as security only and shall not subject the Lender ro, or transfer
to Ihe Lender, or in any way aflecl or madify, any obligation or liability of Ihe Grantor with respect to any of
ihe Collateral or any transaction in connection therewith.
SECTION 3. Reoresentations and Warramies.The Grantor represents and warran[s as follows:
(a) The Grantor is a noFfoo-profi[ corporation duly organized, validly existing and in good standin9
under Ihe laws of Fbritla.
(b) The Grantor has the corporete power and authority and Ihe legal right to execute and deliver, [o
perform i[s obligalions under, and to grent ihe Sewrity Interests in the Collateral pursuant to. ihis
Agreement and has taken all necessary corporete action to au[horize its exeation, delivery antl
performance of, and grant of the Security Interests on the Collateral pursuant to, this Agreement.
(c) This Agreement constitutes a legal, valitl and binding obligation of the Grantor enforceable in
acwrdance with its terms, except as enforcea6ility may be limited by bankruptcy, insoNency,
reorganization, moratorium or similar laws affecting Ne enforcement of cretlitors' rights generally and by
the availabiliry 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 Gran[or and will not result in the creation
or imposition of any Lien on any of the matenal properties or revenues of [he Granror pursuan[ to any
Applicable Law or coMractual obligation of the Grantor, except as conremplatetl hereby.
(e) No consent or authorization of,filing with any arbitrator or Governmental Authoriry and no consen[
of any other Person (including, without limitation, any stockholder or creditor of the Grantor), is required in
wnneclion with the exewtion, delivery, performance. validity or enforcea6ility against the Grantor of this
Agreement, except filings under the Uniform Commemial Code.
(� No material litigation. investigation or proceeding of or 6efore any arbitrator or Govemmental
Authority is pentling or, to Ihe knowledge of the Grantar aker tlue inquiry, threatenetl by or against the
Grantor or against any of its properties or revenues with respect to this Agreement or any of the transactians
contemplated herehy.
(g)The G�antor has good and marketable tille to all of ils Collateral,free and clear of any Liens.
(h)The Grantor has not Oerfarmed any acts that would preven[or hinder the Lender fmm enforcing
any of the terms of this AgreemenL No financing statement, mortgage, securiry agreement or similar or
equivalent tlocument or instmment covering all or any part of the Collaterel is on file or of record in any
jurisdiction.
SECTION 4. Further Assurances Covenants.
(a) General.
(i)The Grantor shall not chanqe 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
Ciry Hail(1700 Convention Center Drive, Miami BeacR FL 33139)to be approved by Lentler in
wrding and the Grantor shall not change the loca[ion of any Collateral without Lender's prior
written consent. The Grentor shall provide the Lentler with access to Ihe location where Ihe
Collaterel 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 ezpress understanding that the Project Assets will always be in
the exclusive custody antl control of Grentor(and not loaned for use by lhird parties) antl that
Ihe Collateral will be used primarily within the cily limits ot the Ciry of Miami Beach to enhance
cWtural experiences for the City's residents. Notwithstantling the foregoing, the Grantor may
fmm time ro lime, with the City's prior wntlen consent, use the Collaleral at other locations
outside of the City of Miami Beach but within Ihe South Fbrida area (i.e., Miami-Dade County,
Broward County, Palm Beach Counry and Monroe Counry) provided that(A)Granror shall in all
cases give prioriry ro�equeststo use the ProjectAssets for programming pmduced or sponsored
hy Ihe Lender, (e) any such uses will be pmductions in which Grantor has sole wstody and
control of the Collaterel(i.e., Granror may not loan the Collateral for use by any [hird party and
(C) Grantor shall in all rases ensure that its insurance policies will afford coverege for the
equipment in connection with all such uses.
(iii) The Grantor shall not change its name, identity, jurisdiction of inwrporation or
corporate stmcture in any manner unless it sha0 have given each Lender lhirty (30) days' prior
written notice ihereof antl delivered an opinion of counsel with respect Ihereto in accordance
with Section 4(a)(viiil hereof.
(iv) The Grantor shall mainWin Me Lender's Securiry Inlerests in lhe Collateral as firs[
prioriry perfected Liens thereon. The Grantor hereby irrevocably authonzes Lentler at any time
and from time ro time to file in any fling office in any jurisdiction any initial financing statements
and amendments thereto that(a)describe the Collateral antl (b) pmvide any other information
required by Applicable Law of such jurisdiction for the sufficiency or filing office acceptance of
any fnancing statement or amendment including(i)whether the Grentor is an organiza�ion,the
rype of organization and any organizational identification number issued to ihe Grantor and (ii),
in the case of a fnancing statement fled as a fixture fling, a suffcient description of Ihe real
property to which the Collateral relates. The Grantor agrees to fumish any such information to
either Lender promptly upon such Lender's request. The Gran[or shall pay Ihe cosls of, or
incidental to, any recording or filing of the fnancing statements, financing statement
amendments or continuation statemen[s concerning lhe Collaterel.
(v) If any Collateral is at any time in the possession or control of any warehouseman,
bailee,a9ent or processor,the Grentor shall notify in writing such warehouseman, bailee,agent
or processor of the Security Interests created hereby, shall obtain such warehouseman's,
bailee's, agenYs or processor's agreement in wriling to hold all such Collateral for the Lender's
account subject[o Ihe Lender's instmctions,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 antl suhstance
acceptable to the Lentler.
(vi) (A)The Grantor shall maintain with financiaily sound and repufable insurers msurence
with respect to its properties antl 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 shal�be in such minimum amounts that the Grantor will not
be deemed a co-insurer untler applica6le insurance laws, regulations and policies antl otheiwise
shall be in such amounts, contain such terms, be in such Forms and be for such periotls as may
he reasonably satisfac[ory to[he Lender. In adtlition. all such insurance shall be payable to the
Lender as loss payees.Without limiting the foregoing, Grentor shall maintain lhe 6elow required
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insurance in effect until such time as the Secured Obligations have 6een paid in full and
satisfetl. The maintenance of pmper insurance is a material element of this Agreement and
failure to maintain or renew the coverege shall be treated as an Evenl of DefaWt under the
Purchase-Money Nole and this Agreement.
(a) Worker's Compensation Insurance for all employees of the vendor as required by
Fbrida Statute 440, and Employer LiabiliTy Insurance for bodily injury or disease.
Should Ihe Vendor he ezempt from this Statute, the Vendor and each employee shall
hold the City harmless fmm any injury incurred during performance ot ihe Contract.
The exempt Vendor shall also submit(i) a written statement detailing the number of
employees antl that they are not required to carry Workers'Compensation insurance
and do not anticipate hiring any additional employees tluring the term of this contract
or(ii)a copy of a Certificate of Exemption.
(b) Commercial General Liahility Insurance on an occurrence basis, including pmtlucts
and completed operations, pmperty damage, bodily injury and personal 8 ativertising
injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general
aggregate.
(q Automobile Liability Insurance covering any automobile, if vendor has no owned
auromobiles, then coverege for hired and non-owned automobiles, with limit no less
than 51,000,0�0 combined per accident for bodily injury and pmperty damage.
(d) Casually or Physical Hazard Insu�ance on an "all risks" basis, with broad form flootl
and earthquake covereges and electronic tlata processing coverege, with a Full
replacement wst endorsement and an"agreed amounP'clause in an amount equal to
100% of the full replacement cost of the Collaterel.
(e1 Umbrella Liability Insurance in an amount no tess than $3,000.000 per occurrence.
. The umbrella coverage must be as broatl as the primary Generel Liahiliry coverage.
The Lender reserves the right to modify these requirements, including limits, hased on the
naNre of[he risk, prior experience. insurer, covera9e. or other special circumstances.
(B) City of Miami Beach must be induded by endorsement as an atlditional insured
with respect to all liability policies (ezcept Professional Liabiliry and Workers' Compensation)
arising out of work or operations pertormed on behalf of the contractor including materials, parts,
or equipment furnished in connection with such work or operations and automobiles owned,
leaseQ hired or bormwed in the form of an entlorsement to the contractor's insurance.
(C) All policies of insurance shall provide for at least 30 days' prior written
cancellation notice to [he Lentler c/o EXIGIS Insurance Compliance Services. In Ihe evenl of
faiWre by[he Grantor to provide antl maintain insurence as herein provided lhe Lender may,at
its option, provide such insurance and charge the amount thereof to the Grentor. The Grantor
shall fumish the Lender with certificates of insurance and policies evidencing compliance with
ihe foregoing insurance pmvisions.
. (D) Granbr agrees to obtain any endorsement that may be necessary lo affect Ihe
waiver of subrogation on the coverages requiretl. However. this provision applies regartlless of
whe[her the Lender has received a waiver of subrogation endorsement from the insurer.
(E) Insurance must be placetl with insurers with a current A.M. Bes� reting of A:VII
or higher. If not rated. exceptions may be made for members of the Florida Insurance Funtls
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(i.e. FWGGA, FAJUA). Carriers may also be considered if Ihey are licensed and authorized to
do insurance business in the State of Florida.
(F) Granlor shall fumish Lentler with original certifcates antl amentlatory
endorsements, or wpies of the applicable insurance language, effec[ing coverage required hy
Ihis contract. All certificates antl endorsements are[o be received and approved by the Lender
before funtls are disbursetl pursuant to lhe Purchase-Money No[e. However, failure ro obtain
the required documents prior to disbursement by Lender shall not waive the Grentor's obligation
to provitle them. The Lender reserves the right to require complete. certified copies of all
requiretl insurance policies, including endorsements, reqwred 6y Ihese specifcations, at any
time.
CERTIFICA7E HOLDER MUST READ:
Ciry of Miami Beach
do Exigis Insurance Compliance Services
P.O. Boz 947 MurtieW, CA 92564
All certificates of insurance, entlorsements, exemption letters shall be suhmitted [o
Lender's servicing agent, EXIGIS, at.
Ce `f cates-miamibeach o'�r�skworks.mm
(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 Detault has ocwrred and is continuing
and to the extent that the amount of such proceeds is less Ihan $100,000, he disbursed to Me
6rantor(or tlirect application by Ihe Granror solety lo the repair or replacement of tM1e Gwntor's
pmperty so damaged or destroyed, and(ii) in all olher circumstances, be held by Ihe lender as
wsh collateral for the Securetl Obligations unless the Lender otherv+ise 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 prescnbe, for
direct application by Ihe Grantor solely lo the repair or replacement of the Grantor's property so
damaged or desVoyed or the Lender may apply all or any part of such pmceeds b Ihe Sewred
Obligations.
(H) Compliance with the foregoing requirements in Ihis Section 4(a)(vi) shall
not relieve the Gran[or 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 intormation antl
evidence [hat Lender may reasonably request wnceming the Collateral to enable Lender to
enkrce[he provisions of Ihis Agreement.
(viii) Prior to each tlate on whic0 lhe Grantor proposes [o lake any ac[ion contemplated
by Secfon 4(a1(i1 or Secl on 4(al(iil hereof, the Gran[or shall, as reasonably requestetl by the
Lender, at its wst and expense, cause to be tlelivered ro Ihe Lender an opinion of counsel, in
form and contenl reasona6ly satisfactory ro[he Lentler.
(ix)The Grantor shall comply in all material respects with all Applicahle Laws antl maintain
in full force and effect all necessary governmental approvals, in each case applica6le to the
Collateral or any part lhereof or to Ihe operation of Ihe Grantor's business.
(z) The Grantor shall pay promptly when due all taxes, assessments and 9ovemmental
charges or levies imposetl upon the Collateral or in respect of its income or profis therefrom,
as well as all Gaims of any kind (including. without limitation, claims for labor, materials and
supplies) against or with respect to the Collateral, except [hat no such tax, assessment,
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govemmental 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 adequatety reserved against on
the Grantor's 600ks in accordance with generally acceptetl accounting principles.
(zi)The Grantor shall not.
(A)sell, assign(by operalion of law or oMerwise)or otherwise dispose of
any of the Collateral; or
(e) create or suffer to ezist any Lien or other charge or encumbrance
upon or with respect to any of the Collaleral ro secure intlebtedness of any Person
or entity.
(b)Collateral Eta The Grenlor shall maintain each material item of Collateral in the same condilion.
repair and working order as when acquired. ordinary wear and tear excepted, and in accordance with any
manufacturer's manual, and shall as quicky as practica6le pmvitle all maintenance, service and repairs
necessary for such purpose and shall promptly fumish 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 Ihe Lender and its offcers,
employees, agents antl instrumen[alities from any and all liabiliry, losses or damages, including attomeys'
fees and costs of defense, which the Lender or its offcers, employees, agents or instmmentalities may
inwr as a resul[of claims, demands, suils. causes of actions or proceedings of any kind or nature arising
out of, relating to or resulting fmm (i) (i) any and all excise, sales or other tazes which may be payable or
tleterminetl to be payable with respect to any of ihe Collateral, (ii) compliance with any Applicable Law
appiicable to any of the Collateral or (iii) any of the transactions contemplated by this Agreement or the
pertormance of Ihis Agreement by Ihe Grantor or its employees, agents, servants, partners, principals,
subconsWtants or subcontractors.Grantor shall pay all claims and losses in connection Iherewith and shall
imestigare 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 thereort Grantor expressly untlerstands and agrees Ihat any insurance protection required hy
this Agreement or otherwise provided by the Grantor shall in no way limit ihe responsibiliry to indemnify,
keep and save harmless and defend the Lender or its oficers, employees, agents and instrumentalities as
herein provided. Grantor's obligafion to indemniy Me Lender pursuant to the foregoing shall survive the
expiretion or[ermination of this Agreement Grantor recognizes the broad nature of Ihis indemnification and
hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of good
and valuable consitleration. pmvided 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 Lentlefs rights set forth in
Section 76828, Florida staWtes. Nothing contained in this Agreement shall be deemed a waiver of
sovereign immunity by Ihe Lender. The obligations ot the Granror under this Section 4(c1 shall survive the
termination of the other provisions of this Agreement.
SECTION 5. ReDortina and Reco tlk eo na. The Grentor respeclively covenants antl agrees with the
Lender that from antl aker t�e date of this A9reement and until the Secured Obligations have been paid in
full and satisfed:
(a) Ma�ntenance of Records Generallv. Gran[or shall keep and maintain at its own wst and expense
complete and acwrate records of the Collateral, including, without limitation, a recortl of all payments
received and all credits grentetl with respect ro the Collaterel antl all ofher dealings with Ihe Collatetal, all
in a manner consislent with the Granlor's past ptactice. For Lender s further securiry, the Grentor agrees
t�at upon the ocwrrence and during the continuation of any Event of DefaWt. the Granror shall deliver and
turn over any such books antl recortls tlirectly to ihe Lentler or its designee. The Grantor shall permit any
representative of Lender to inspect such books and records and shail provide electronic copies (in such
format as Lender shall request) or hartl copies thereof ro Lender upon Lender's reasonable request.
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W[hout limiting the foregoing, the Grantor shall maintain acarate and complete books and records for all
receipts antl expendiNres of the Purohase Money Loan and the Pmject in conformance with reasonable
general acwunting slandards (the "Purchase Money Loan Books and Records"). The Purchase Money
Loan Books antl Records, as well as all documents pertaining ro payments received and matle in
conjunction with [he 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 6y the Grantor for at least Ihree(3)years after the later o4 (a)December 1, 2023; (b)the completion
of a Cily requested or mantlated audi[or compliance review, or(tl)Ihe conclusion of a iegal action involving
the Purchase Money Loaq the Grantor and/or Project or activities related[o the Purchase Money Loan(lhe
period determined pursuant to ihe foregoing, the "Audit Period"). The Gren[or shall use reasona6le
commercial efforts to maintain the Purchase Money Laon Books antl Recortls in such a manner that it will
not be unduly costly or difficWt for the Ciry to segrega[e,ascertain or itlentiry the use of the Purchase Money
Loan pmceeds and to determine Granmr's compliance with the �erms and conditions of [he Purohase
� Money Note, Ihis Agreement and any other Loan Document during an audit by the Ciry. The Ciry Manager
may examine the Purchase Money Books and Records at Ihe Grantor s o(fices or other approved site untler
the tlirect control and supervision of the Grantor during regular business hours and upon reasonable notice.
Furthermore, the Ciry Manage� may, upon reasona6le nolice and at the City's ezpense, audit or have
auditetl all financial records of the Grantor, whether or nol purported ro be relatetl to the Grent Awartl or
the Pmject.
(b)Further ldentification of Colla[eral. The Grantor shall, if requested by Lender, fumish to Lender
statemenis and schetlules further identifying and describing lhe Collateral and such other reports in
connection with the Collateral as Lender may reasonably request all in reasonable detail.
(c)Notices. In atldition b Ihe notices required by Section 5(bl hereof, the Grantor shall advise the
Lender promptly,in reasonable detail, (i)of any Lien or claim made or assertetl against any of the Collateral,
(ii) of any material adverse change in the composition of the Collateral and (iii) of the ocarrence of any
other event which could have a Material Ativeree Effect on the Collaleral or on the validiry, perfection or
prioriry of the Security Interests.
SECTION 6. Office of the Insoector General. Pursuant lo Section 2-256 of the Code of the Cily of
Miami Beach (the"Code"), the City has established the Office of the Inspector General("OIG")which may,
pursuant to Section 2-256(Fl ot the Code, review, autlit, inspect, and investigate city contracts, programs,
projects, procuremenis, and expendiNres associated with all general obligation bontls issuetl by the City,
induding but not limited to ihe Bonds. This random audit is separate and distinct from any other audit
pertormed by or on behalf of the City, including, but not limitetl to, any audits pursuant ro Section 5(a) of
this Agreement. In connection with the foregoing'.
(a) Grentor acknowledges that the OIG shatl be authorizetl to review, audit, inspect and investigate
the Grant Books and Records and all rela[ed fnancial records of Grantor. In addi[ion,the Inspector General
shall have Ihe power to subpoena witnesses, adminis[er oaths, require Ihe produc6on of wi[nesses antl
monitor City pmjects and progrems. Monitoring of Ihe Grant Award antl the Project may include the
issuance of reports concerning whether the Pmject is on time, within Budget and in conformiry with plans,
specifications, other contrect documents and applicable law.
(b)At any time during the Autlit Period antl upon ren (10)days written notice to Grentor, the Grentor
(and any other party that is subject to Ihese pmvisions) shall maKe the Grant Books antl Recortls and any
other documents and recortls in Ihe Grantor's possession, custotly or contml which in the Inspector
General's sole jutlgment, pertain to pertormance of this Agreement inUuding, but not limited proposals and
agreements trom and with successful contracbrs and design consultants, all Project-related
correspondence, memoranda, instmctions, financial documents, consVuction documents, and contract
documents,and any supporting documentation for lhe Foregoing.
- Page9of15-
(c) The OIG shall have the power to report and/or recommend to Ihe Ciry Commission whelM1er the
Project or any related program, contract or Iransaction is or was necessary and, if deemed necessary.
whether Ihe meMod used for implementing the Project or related program, contract or transaction is or was
effcient both financially and operationalry. Monitoring of ihe Prqect may indude 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 ro investigata any alleged violation 6y Grentor of the Ciry's Code of Conduct,
as set forth in Chapter 2, Article VII of the Code.
(e) The OIG is empoweretl to retain the services of independent private sector autlitors to conduct
one or more of the functions set forth in this Section 6.
(�The provisions in Ihis section shall apply to ihe Grantor, its contrecrors and their respeclive officers,
agen[s and employees. The Grantor shall incorporate the provisions in this Section 6 in all contracts and
other agreements ezeated by its coniractors and equipment suppliers in connection with the performance
of this Agreement.
g. Nothinq in this Sec[ion 6 shall impair any independent right to Ihe Ciry to conduct audils or
investigative activities, including without limitatioq the Ciry's audit rights pursuant to Section 5(a). The
provisions of this Sec[ion 6 are neither intended nor shall they be construed to impose any liability on the
Ciry by the Grantor, its contractors or third parties for such moni[oring or irnestiga[ion or to the Failure to
have wnduc[ed such monitoring or investigalion antl neither the City nor the OIG shall have any obliga[ion
to exercise any of its respective rights for the beneft of the Grantor.
SECTION 7. General AuthoriN.
(a) Grantor hereby irrevocabty appoints ihe Lender its true and lawful attomeys, with full power of
substiWlion, in the name of the Grantor,Ihe Lender or otherwise, for the soie use and benefit of the Lentler,
but at the Granror's expense, ro ezercise, at any time and from iime to time all or any of the following
powers:
(i) to file the Financing Statements and any financing statements, fnancing statement
amendmenis and continuation statemeNs referred to Section 4fa1(iiil hereof,
(ii)to demand, sue for, collect, receive and give acquittance for any antl all monies due or
to become due with respect to any Colla[eral or by virtue thereof,
(iii) to settie, compromise, compound, prosecule or defend any ac[ion or proceeding with
respect to any Collaterel,
(iv) to sell, transfer, assign or otherwise deal in or with the Collaterel and the Pmceeds
thereof, as fully and effectuairy as if the Lender were the absoWte owner thereof, and
(v) to extend the time of payment of any or all thereof and to make any allowance and
ot6er adjustments with reference to the CollateraC
ro�Ihat the Lender shall not take any of Me actions tlescribed in this Section 7 excepi those Cescnbetl
in clause (i)above unless an Event of DefdWt shall have occurred and be continuing and the Lender shall
give the Grantor not less than ten (10) tlays' prior written no[ice of the time and place of any sale or other
intentled tlisposi[ion of any of the Collateral, except any Collateral which is perishable or Ihreatens to
decline speetlily in value.
- Page 10 of 75 -
(a)Grantor hereby re[ifies all[hat saitl attorney shall lawfully do or cause to he done by virtue hereof.
This power ot attomey is a power coupled with an interest and shall be irrewcable.
(b) Grantor also authorizes the Lender at any time and from time to �ime, [o exeate, in connection
with Ihe sale pmvidetl for in Section 8 hereof, any endorsements, assignments or olher instruments of
wnveyance or transfer with respect to the Collateral.
SECTION 8. Remedies Uoon Event of Default.
(a) If any Event oF DefaWt has occurred and is continuing, the Lentler may exeroise all rights of a
secured party under[he UCC (whether or not in effect in Ihe jurisdiction where such rights are exercised)
an4 in atldition, the Lentler may sell ihe Collateral or any part [hereof at public or private sale, for cash,
upon credit or for future delivery, and at such price or prices as the Lentler may deem satisfactory. The
Lentler may be the Durchaser of any or all of the Collateral so sold at any public sale(or, if the Collateral is
of a type astomarily sold in a recognized market or is of a rype which is the subject of widely distributetl
siandard price quotations or if otherwise pertnitted under applicable law, at any private sale) and thereafter
hold Ihe same, absoWtely, free fmm any right or claim of whatsoever kind. The Grantor shall exeate and
deliver such tlocuments and take such other action as the Lender tleems reasonably necessary or
advisable in ortler[hat any such sale may be made in compliance with law. Upon any such sale,the Lender
shall have t�e right to tleliver, assign and trens(er W the purchaser Ihereof the Colla[eral so soltl (wi[hout
warranty). The purchaser at any such sale shall hold ihe Collateral so sold ro it absolutely, free from any
claim or righf of whatsoever kinQ including any equity or right of redemption of Ihe Grantor. To Ihe extent
permitted by law, ihe Gran[or hereby specificalry waives all rights of redemptioq stay or appraisal, which it
has or may have under any law now ezisting or hereafter adopted. The notice of such sale shall 6e given
to the Grantor ten (10) days prior to such sale and (A) in case of a public sale, state Ihe time and place
fixed for such sale,and(B)in the case of a privale sale,stale the tlay afterwhich sale may be consumma[ed.
Any such public sale shall be held at such [ime or times within ordinary business hours and at such place
or places as the Lender may fx in the notice of such sale. At any such sale the Collateral may be sold in
one lot as an entirery or in separate parcels, as ihe 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 Dublication,
adjoum any public or private sale or cause the same ro be adjourned from 6me ro time by announcement
at the time and place fized for the sale,and such sale may be matle al any time or plaw lo which the same
may be so adjoumed. In case of any sale of all or any part of the Collateral on credit or for tuture tlelivery,
the Collateral so sold may be re[ained by the Lentler until ihe selling price is paid by the purchaser[hereof,
but the Lentler shall not incur any liability in case ot the failure of such purchaser to take up and pay for the
Collaterel so sold and, in case oF any such faiWre. such Collateral may again be soltl upon like nolice. The
Lender, ins[ead of ezercising the power of sale herein con(erred upon it, may pmceed by a suit or suits at
law or in equiry to foreclose the Sewriry Interests antl sell Ihe Collateral, or any portion thereof, untler a
judgment or decree of a couM1 or wurts of competent juristliction. The Granror shall remain liable for any
defciency.
(b) For the purpose of enforcing any and all rights and remetlies untler this Agreement the Lender
may (i) require Grantor to, and the Grantor agrees Iha[ it shall, a[ its expense and upon the reque5t of
Lender, forthwith assemhle all or any part of the Collateral as tlirected by Lender and make it available at
a place designated by Lender[hat is, in Lender s opinion, reasonabry convenient to Lenderantl the Gran[or,
whether at the premises of Ihe Gren[or or o[herwise, (ii) to the extent permittetl by Applicable law, enter,
with or without pmcess of law antl without breach of the peace, any premise where any of the Colla[erel is
or may be located and,without charge or liabiliry ro the Lentler,seize antl remove such Collaterel from such
premises, (iii) have access ro and use [he Grantor's books and recortls relating to the Collaterel and (iv)
prior to the tlisposition of the Collateral, store or transfer such Collateral wilhoul charge in or by means of
any storage or transportation facility ownetl or leasetl by the Gran[or, process, repair or recondition such
Collateral or otherxise prepare it for tlisposition in any manner antl to the extenl the Lender deems
appropnate and, in connection wiih such prepara6on antl disposition, use without charge any trademark,
trade name, copynght, patent or technical process used by the Grantor.
-Page 71 of 15-
SECTION 9. Limitation on Duties of Ne Lender Reoardina Collateral. Beyond reasonable care in the
custody ihereof, the Lender shall have no dury as to any Collateral in its possession or con[rol or in the
possession or control of any agentor bailee or any income thereon or as to the preservation of rights agains[
prior parties or any othe� rights pertaining [hereto. The Lender shall be deemed [o have exercised
reasonable care in Ihe custody of the Collateral in its possession if the Collateral is accorded lreatment
substantially equal to that which it acwrds 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 tliminution in the value thereof, 6y reason of the
act or omission of any warehouseman, carrier. forwartling agency, consignee or other agent or bailee
selec[ed by the Lender in good faith.
SECTION 10. Aoolication of Proceeds. Upon Ihe occurrence and during the continuance of an Event
of DefaWt, 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 Ihe Lender deems appropriate.The Lender
may make distribution hereunder in cash or in kind or in any combination thereof.
SECTION 11. Exoenses. In the event that the Granior fails to comply with the provisions of ttle
Purchase-Money Note, this Agreement or any other Loan Document, such that the value of any Collaterel
or the validity, perfection, renk or value of the Security Interests are thereby diminished or potentialry
diminished or put at risk the Lender may, bu(shall not be required to, effect such compliance on hehalf of
the Grantor, antl the Grantor shall reimburse the Lender for ihe costs thereof on demand. All insurance
expenses and all expenses of Dro[ecting, storing,warehousing, appraising, insuring, handling, maintaining
and shipping the Col�ateral, any antl all excise, stamp, intangiblea transfer, property, sales, antl use taxes
imposetl by any state, federal, or local authority or any other Governmental Authoriry on any of the
Collateral,or in respec[of Me sale or other disposition thereo(, shall be bome and paid by the Grantor, and
if the Grentor fails promptly to pay any portion Ihereof when due, the Lentler may,at its option, but shall not
6e reQuired to, pay the same and charge the Grantor's account therefor, antl the Grantor agrees ro
reimburse the Lender therefor on demand. All sums so paid or inwrred by Ihe Lentler 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 attorneys'fees, legal expenses antl court costs) inarred by[he Lender in
enforcing or protecting Ihe Securiry Interests or any ot Iheir rights or remedies Mereon shall be payable by
the Grantor on demand antl shall bear interest(after as well as before judgmenq until paitl at Ihe rete 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 appmval
or other communication shall or may be given ta. or served upon, either of the parties by the other, or
whenevereither of Ihe parties desires to give or serve upon the other any notice,deman4 request consent.
approval or other communication with respect hereto or to the Concession Area,each such notice,demantl,
requesL consent, approval or other communication shall be in writing (whether or nat so indicaretl
elsewhere in Ihis Agreement)and shall be effective for any purpose onty if given or served in person wilh
a signed receipt by certified or registered U.S. Mail, retum receipt requested, or hy a recognized national
courier service, poslage prepaid in all instances, addressed as follows:
Lendec If to the City of Miami Beach, at
Ciy 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
-Page12of15-
Miami Beach, Fl 33139
Att¢ Ciry Attomey
Phone'. (305)673-7470
. Grantor: If to Miami Music Fes[ival, at
Miami Music Festival, Inc.
1440 Ocean Drive
Miami Beach, FL 33139
Attention: Michael Rossi
The Lentler and the Grantor may change the above mailing address at any time upon giving Ihe other party
written notifw�ioa All notices under this Concession Agreement must be in writing.
SECTION 13. R'qhts a d Remedies Cumulative Nonwaiver etc. The enumeretion of the rights and
remedies of the Lender set forth in this Agreement is not intended to be exhaustive and Ihe exercise by the
Lentler of any right or remedy shall not preclude the ezercise of any other rights or remedies, all of which
shall be cumulative, and shall be in adtlition to any other right or remedy given hereunder or under the
Pumhase-Money Note and other Loan Documents or[hat may now or hereafter exist in law or in equity or
by suit or otherwise. No delay or hdiWre to take action on Ihe part of the Lender in exercising any right
power or privilege shall operate as a waiver Ihereof, nor shall any single or partial exercise of any such
nght power or privilege preclutle o[her or further ezercise thereo(or the exercise of any other right, power
or pnvilege or shall be constmed to be a waiver of any Event of Default No course of dealing between t6e
Grantor, the Lender or their respective agents or employees shall be effective lo change, modify or
discharge any provision of this Agreement or any of the olher Loan Documents or to constitute a waiver ot
any Event of DehaWt.
SECTION 14. Successors and Assians. This Agreement is for lhe benefit of the Lender antl its
permitted successors antl assigns, and in the event of an assignment of all o� any of the Secured
Obligations, the rights hereunder, to the eztent applicable to the indebtedness so assigne4 may be
Iransferretl with such indebtedness. This Agreement shall be bintling on the Grantor and i[s successors
and assigns; roD Vlded Ihat the Grantor may not assign any of its rights or obligations hereuntler without the
prior written consent of Me Lentler.
SECTION 75. Amendments Waivers and Consents. No term, covenanl, agreement or contlilion of
this Agreement may be amended or waived, nor may any consent be 9iven, eacept in the manner set forth
in the Purchase-Money Note.
SECTION i6. Po ers C oled w th an InteresL All authorizations and agencies herein containetl with
respect to the Collateral are irrevocable and powers coupled wi[h an in[erest.
SECTION 17. Governinp Law. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF 7HE 57ATE OF FLORIDA, WITHOUT
REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF EXCEPT AS
RE�UIRED BY THE UCC.
SECTION 18. Consent to Juristliction. The Grantor hereby irrevocably consents to the personal
jurisdiction of Ihe state and federal couM1s located in Miami-Oade County, Floritla in any actioq 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 irrevoca6ly consents to
the service of a summons and complaint and other process in any action, claim or pmceeding bmught by
the Lentler in connection wit� this Agreement, any righls or obligations hereunder, or the performance of
such rights antl 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
-Page13of15-
Law or affect ihe right of the Lentler to bring any action or proceetling against lhe Granror or its properties
in the courts of any other juristlictions.
SECTION 19. Wa�ver 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 RESPEC7 TO ANY ACTION, CLAIM OR O7HER PROCEEDING ARISING OUT OF, OR ANY
DISPUTE IN CONNECTION WITH, 7HIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS
HEREUNDER,OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
SECTION 23. SeverabiliN. If any provision of[his Agreement or any portion of such provision or the
application ihereof to any Person or circumstance is, to any extent finally determined by a court of
competen[jurisdiction to be invalitl or unenforceable. or shall become a violalion of any IocaL State, or
Federel 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 Ihereof to other Persons or circumstances, shall not be
affectetl thereby and Ihis Agreement as so modifietl shall be valid antl enforceable to the fullest extent
permitled by law.
SECTION 24. Heatlinas. The various headings of Ihis Agreement are inserted for convenience only
antl shall not a%ecl the meaning or inlerpretation of this Agreement or any provisions hereof.
SECTION 25. Countemarts. This Agreement may be exeared by the paM1ies hereto in several
counterparts,each of which shall be deemed to be an onginal and all of which shall constitute together but
one and the same agreement.
[Signa[ure Page Follows]
-Page14of15-
IN WITNESS WHEREOF, the paRies hereto have caused this Agreement to be executed under seal
by their duly authonzetl officers, all as of the day and year frst written abwe.
GRANTOR:
MIAM/I�MUSIC FE/S,�TIVAL, INC.
By. 1 � 1// l�l
Name: Michael Rossi
Title�. President
LENDER:
THE CITV OF MIAMI BEACH, FLORIDA
By.
Name: Alina T. Hudak
Title: Ciry Manager
rc�" ;o..
e u»s:iA
e�w cscwor�
����-r-�� .e
�...�.
-Pagel5of�5-
Exhibit A
ProjectAssets
i_�___— �uincelmagingpntegration-Creativej Q,1j (lu�te
�— 22601 DavisDrive �•rTy ��
— = Sterling, VA 20164 Number: 02258
= — US 02258/Rev 5 (Finaq Miami eeach Classical Music Festival Nov 29th
— — Phone:703-742-7520
� Fax:703-742-7586
QUWCE �MAGING WWW.qUinCZIrtl2y�fly.COm
Client Shi To
Miami Music Festival Miami Music Festival
Michael Rossi 1440 Ocean Drive
1440 Ocean Drive Miami, Florida 33139
Miami, Florida 33139 US
US
Mobile: 305-903-9251
Ouotallon Preparetl For Quotation Valitl Until
Michael Rossi
Seles PeBon Customer PO Terms Sales Tax
Scon Williams TB�
Star1 Date Loetl In Date Completion Oale
11 f2]I2023 11292023 11/30Y2023
Type �ty. Description Element Type Time fiete Price Amount
Surrountl ProlKtion System
Retail 6 Christie M 4k25 RGB Laser Prol�or Each 73,995.00 443,970.00
ReWil 6 CUS-Atlaptive-TECH-MOunt- Each 3,835.00 23,010.00
Rigging irame
Retail 6 Case-ChristieM-4K25shipping Each 1,988.00 11,928.00
case
Retail 6 C�ristieM-SeriaslensHD.6�-SD Each 5.495.00 32.970.00
�3
Retail 6 Christie M-Series lens HD 1.16-1.49 Eac� 8,495.00 50,970.00
SD 125d.6
Retail 3 Case-Christie-ILS 0.671ens(Dual Each 1,100.00 3,300.00
Pack)
Retail 3 Case-Chris6e-ILS 1.16-1.491ens Each 1.100.00 3,300.00
(Dual Pack)
Retail 5 Typhoon 204 Base Enclosure br Each 1�,90000 89,500.00
Christie M4K25
Retail 5 Typhoon204L-Thermallnsulation Each 1,050.00 5250.00
Kit
ReWil 5 Typhoon-Pairofstainlesssteel Each 903.00 4,515.00
unistmt mounong rails
Retail 5 7yphoon 204L-Pair oi gre�hantlles Each 399.50 1 997.50
Logis�ics 1 Shipping Tempest Each 5,000.00 5,000.00
Shipping
Retail 1 PLS SG Kit, 5 point green laser kit Each ]95.00 �95.00
Retail 2 Christie DWU 1100A-GS- Black iDLP,Solid Each 15,995.00 31,99000
prol�ior 1920Xi200 single chip SWte,WU
DLP 1920x1200.
10,7001ms
ISO, 3]Ib�na
lens
Retail 2 Christie 0.65-075'1 Zoom Lens(G/ Each 3,775.00 7.550.00
GS Series)
ReWil 2 Christie t.52-2.89 Zoom Lens(G I Each 2,00200 4004.00
GS Series)
10H 22023 1�.SJ PM Page 1 Ot 9
Omnce Imaging pntegra�ion-Ceealive� Sales Ouote(Numbar:02258)
TY� aY, pgg�ryP�ip� ElementType Time flate Price pmounl
Retail 2 Case-Christie-DWU1100A-GS Each �90.00 1,580.00
Projecror
Surrountl Prol��on System Total: 5721,629.50
Metlia Servar Sysrem
Note CoremediaservercOmponents- all
comained in t�e meCia server rack.
Retail 2 Disguise GX 2C metlia server Each 65,000.00 130,000.00
Retail 4 Disguisa VFC quatl 3G HDSDI Enables ihe Each �500.00 30 00D.00
ouqwt motlule GX2C meaia
servers to
outpN 3G-SDI
Fetail 1 Disguise Desi9ner License Usetl to Each 1]500.00 1�.500 00
preprogram
Disguise away
from the main
�ack.
Retail 1 Smart-UPS 2200VA LC� 120V -2U Each 1,200.00 1,200.00
Retail 5 KVM�Adder%DIP-POE Digital KVM Networked Each 688.00 3 440.00
and AV Extender wiM USB&Audio KVM solution
Over IP vialGbE Network-Single (keyboard.
Notle POE Poweretl Only vitlea, mause)
which allows
for remote
access and
switching.
Retail 1 26 RU shock mount rack-Fee pick Physical Each 2,6�0.00 2.600.00
road case metlia server
raCk
Retail i Miscrackhartlware Each 2.500.00 2,500.00
Retail 1 16"Macbook PRO ApDle M2 Max Each 5.000.00 5,000.00
wifi 127care
CPU,38?wre
GPU. 16?wre
Neural
Note Supplemental equipment needed br
support and coniiguration. Eeisis
5¢parale�mm Ne metlia server reck.
Re�ail 1 Server Suppon Kit 4K(Blue) Includer Each 5,000.00 5,000.00
storage case.
keyboard.
mice,monitor.
antl patch
cables.
Petail 1 Hartlwareintegra�ion-system Each 15.000.00 15.000.00
Retail 1 ]"BK Atomos Shogun Vitleo Moniior Aliows for ihe Each 1,500.00 1,500.00
BRecorderBKp30/4Kp120 monitoringoi
HDMI antl
3G-SDI
signals
Retail 1 ManagememLaptop Separa�e Eac� 2,250.00 225000
camputer
usetl for
contiguration
o�rack
systems and
remote access
ro the media
server sysrem
via wifi.
10112/2023 t:SJ PM Page 2 oi]
Ouince Imaqing pmegration-Creativel Sales Ouo�e(NumDer:02258)
7yp¢ aty. Deseription ElementTypa Time Rate Price Amount
Metlia Server System Totel: $215,990.00
Natwork EqulpmeM
Note Network equipmem necessary tor
communication berxaen me0ia
servers,pmlectors and other
tlevices.Alsa enables easy access to
the internet when available.
Note Equipment containeC insitle the
metlia server rack.
Retail 1 Switch-Netgear M4300-BXBF Each 2,699.00 2,699.00
Retail � Switch-Netgear M4300-2BG-POE- Each 1,938.00 1,938.00
24z1G PoE+Stackable Managed
Swilch
Retail 1 PSU-NetgearAPSSSOW100NE5 Each 35800 358.00
auxiliary power supply
Retail 1 Firewall-Netgata61005ewriry Each 999.00 999.00
Gateway with pfSense soflware
Retail 1 NetworkCablingSystem Each 2,OOO.W 2,000.00
Note Equipmenithatlivesindependentot
ihe media server rack.Allows for
remote access oi proleclors antl
nelworketl KVM.
Retail 4 8 port 10Gb managed swikh wl SFP Each 350.00 1,400.00
Retail 8 8 Chennel single-motle-ST-ST 150m Each 1,800.00 16,400.00
(490'�fiber optic wble
Retail 2 Accass Point-Ubiquiti UniFi Each 280.00 560.00
nanoHD(UAP-nanoHO)
Network Equipment Total: 524,15A.00
3G-SDI Signal Mana9emem+Trsnsmissbn
Note Equipmentnecessarytorihe
wnvarsion.managemeM and
Vansmission o13G-SDI signals to
pwl�ors and other wurces.As
quoted,this system is capable of up
to si�neen(16)3G-SDI outpuGs.
Retail 1 AJAKUM03232-12GCompact Each 5,500.00 5,500.00
12GSDI Router(2 RU)
Retail 1 SDI Cabling System Each 0,000.00 4,000.00
Retail 6 Muln 8 Single mode 4 channet ST Each 1,988.00 �952.00
fiber to HD-SDl Vansmitlar
Retail 4 Multi 8 Single motle d channel ST Each 1,988.00 7.952.00
fiEer�a HD-SDI receiver
3G-SDI Signal Management 1 Transmisnlon Total: $25,404.00
4K HDMI 2.0 Signal MenagemeM s Trensmisslon
Note Equipmentnecessary5orthe
conversioq management and
trensmission of 4K HDMI 2 0 signals
to pmle��ors and mher sources.As
quoted,this system is capable of up
to tour(4)HDMI 2.0 signals.
Re�ail 1 Ligpiware Bx8 OK HDMI 2.0 Router Each 8,500.00 8.500.00
Retail 4 LGLC ro 4K senC 8�eceive kit Each 1.880.00 �,520.00
DisplayNet
Retail 1 4K HDMI 2.0 Cabling System TBD-Neetl Each 0.00 0.00
dlrection on
cable lengihs
4K HDMI 2.0 Signal Management+Transmission Total: 527,620.00
10/1?J2423 L56 PM Page 3 a�]
Ouincelmaging�IniBgratlon-Creative� Sales Quo�e(Number.02258)
Type �ty. Deseription 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 grountl
support for entire wall, intercon
cabling, spares(3°ra).hanging
brackets,processo[ Plus 44
additional 1M x.5M to enable large
hung outdoor walls
Note Will provide Oty 2 20'x 21'9"'w
LED walls hung w 1 x.5 panels. Still
have 20.5 x.5 panels can make H
21'9
Retail 156 Absen PL3.9 V10 ouWoor LED Panel Each 1,fi49.00 25�,244.00
- (1000mm x SOOmm�
Retail 2B Absen PL'3.9 V10 outtloor LED Panel Each 1.049.00 29,372.00
-(SOOmm x SOOmm)
Retail 28 V10-LED panel mad case Each 448.00 1?544.00
Retail 5 V10-LE�panel case-small Each 3�800 1,890.00
Retail 1 V10 Kit-Spares Paris and support Each 10,SBB.00 10,588.00
cables
Retail 1 Vacuumimniservicetool Each 1,000.00 1,000.00
Note Includes-LED modules, Main Power
cables, Main Data cables, Vacum
service tool,Receiving cartls, Power
supplies, Power hub,V10 Britlge
boards
Nate Grountl 8 rigging support-hanging
brackets for 40 tiles wide. 6mund
support for 15'x 45 indoor wall
Retail 28 Absen PL-Single hanging 8 gmund Each 518.00 t4,504 00
bar
RHail 15 Absen PL-Ground support ski-1 Each fi98.00 10,4�0 00
meter
Reteil 60 Absen PL�Vertical Lonq Latltler Each 268.00 16,080.00
Retail 15 AbsenPL-Venical Short Latltler Each 208.00 3,120.00
Retaii �3 Absan PL-Long Morizontal Each 188.00 2,444.00
Atljustable Beam
I Retail 1 Absen PL-Shori Horizontal Each 168.01 168.01
Atljustable Beam
Retail 5 FOsen PL-Maintenance platlorm 1 Each 138.00 690.00
meter
Retail 75 AbsenPL-Bracketclamp Each �5200 i�A00.00
Retail t2 GS roatl case� -PL Each 328.00 3,936.00
1130'S60'500mm�atltler 1 m-6 in
1
Retail 18 A0600-�-16 PL Dbl Hang bar Each 500.00 9,400.00
standartl A Version
aetail 2 DDI hang bar mad case 10 in 1 case Each 350.30 �00.60
Fetail 1 New Misc Line Each 0.00 0.00
ReWil 2 GS mad case 2-PVPT/A% Each 428.00 856.00
1130'870'SOOmm Outrigger-8 in 1
Retail 2 GS roatl case 3- PL Each 328A� 656.00
1230'600'4fi0mm Base s�and 1x1 --
ifiinl
Retail 2 GS roatl case 5- PVAT Each 328.00 656.00
1130'580'S00mm�Plattorm�6in
1+Clamp-.24 in 1�
101122023 1�54 PM Page 4 0��
Ouince Imaging pntegration�Crea�ivel Sales Omte(Number.02258)
Type �ty. Description Element Type Time Rate Price Amount
Petail 3 GS matl case 8-PL Each 428.00 1,284A0
1350'S80'500mm(Beam connector
1m:6 in 1 +eeam connector O.Sm:6
in 1 +Ladder O.Sm�.6 in 1�
Misc 1 Signaltlisiribution Each 0.00 000
Retail 7 LE�Conirol laptop mmpu�er Each 550.00 550.00
PeWil 2 NovaV%16S Each Sp50.00 10,900A�
Retail 2 EztronDA6HDaKPLUS/tx6HDMl Each 1,290.00 2,SBOAO
DA(HDCP22, HDMIResupW
4K/fi0 4:4 4)
Retail 4 4K-H�MI M-M cable 6' Each 9A9 3Z96
Retail. 6 Cable-CAT6-3flblack Each 2.88 11.52
Retail 2 Cable-CAT6- 100flblack Each 38.88 7776
Logistics 1 Shipping LA%toMIA Each �,500.00 7,500.00
LED Display System-Absen Total: 5410,259.85
Rigging?russ
Retail 40 C6eesebom 2"aluminum shallow Each 75 00 3,000.00
swivel-BLACK
Retail 40 Lighting safery Each 15.00 600.00
Misc 1 shackles Each 0.00 0.00
Misc 1 Misc rigging Each o.00 0 00
FiggingRruss Total: 53,600.00
Lighting Patka9e
Misc 1 Showlighting 24Chauvet Each 18,000.00 18,000.00
color-dahs
H121P
Lighting Package Total: 518,000.00
Power
Misc 1 Power�istribution System Pmlection Cable SOOW Each 14,000.00 14,000.00
10/4 1,500 fl.,
16 Hubble
L1430 M/F
conn,75' 19
pin 12 AWG
Socapex
cable. L1430
10out3ph
powerdistro, 1
Socapex x 4
out-4 power
con ou13 ph
POwer Total: 514,OOU.00
Sountl SysteMPetkage
Misc 1 Mic/MixerAudiopackage �ty4ADX2 Each 14,100.00 14,100A0
SM58,Oly 1
Shure AD40-
4 channel
tllgitalwireless
recelver
Sountl System/Package Total: 514,100.00
Logistics
10It2@023 1.54 PM Page 5 0�]
�uince Imaging Pntegraliom CreaYve� Sales Quote(Number:02258)
Type �ty. Deseription Element Typa Time Rate Price Amount
Logistics 1 Shipping-53'�etlicatetl All equip Each 10.000.00 10,000.00
deliveretl ta
�I, Rack
builtls,
acceptance
testing of
equipment,
re-pack antl
ship ro F�
LogisticsTotel: S1Q000.00
Subtotal: $1,484,�5].35
Delivery�. $0.00
Sales Tarz: $0.00
Total'. $7,484,757.35
Applied Payment $0.00
BalanceDue�. $148475Z35
10I12I2023 1�.59 PM Page 6 oi�
�__. Duincelmag{ng Numller �2258
� = 22601 Davis Drive
= — Stetling, VA 20164 Name 02258!Rev 5(Final)Miami Beach
— � US Sales Person Scott Williams
- � Phone:103-�92-7520
Fax-.703442-7586 Sales�uote Date 9/19Y2023
QUINCE IMAGING
Client Ship To
Miami Music Festival Miami Music Festival
Michael Rossi 14400ceanDrive
1440 Ocean Drive Mumi, Floritla 33139
Miami, Florida 33139 US
US
Mobile-.305-903-9251
Start Date Completlon Uale Slatus Terms Ta�e�
112]/20236:OOPM 11f3020231�.00AM Confirmed $1,486,]57.35
TERMS AND CONDITiONS
This quote enumerates the services and equipment to be provided hy Quince Imaging, Inc. ("Quince")to the dient identified
in the Quote (the "Client",and together with Quince the "Parties", each a "Party'), and upon acceptance by the Qient forms
the contract 6etween the Parties�[he "Agreemen[`�. 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 ro Client.Quince rejects all other terms and conditions
proposed by Client, and such rejected terms and mndi[ions are not induded in the Agreement.
AMENDMENT
This Agreemen[ contains the entire contract between the Parties, and may not be changed, al[ered, modified, limited or
extended, unless expressed in writing and signed or confirmed by the Parties via Email.
PAYMENTTERMS
Client will provide, in a timely manner,a Purchase Order#for mnfirmed orders if required 6y their procurement/acmunting
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 ins[all, 15Yo due upon
romple[ion of equipment install with[he remaining balance of 10%due upon final pmject mmpletion.All invoices are NET 30.
If unpaid,the outstanding balanre of[he imoice shall accrue interest at the rate of 1.5%per month from the invoice date unfil
paid in fulL If full payment is no[ received wi[hin 90 days of the invoice date, Quince may engage an attomey to collect the
outstanding balance and Client shall pay Quince's reasonable attomeys' fees and costs. If at any time Quince reasonably
believes in good faith that the financial responsibility of the Qient has been impaired or is unsatisfacmry, advance cash
payment or other security or means of assurance of paymen[will be given by Client upon request. ALL CHANGES TO THE
ACCOUNT OR PAVEE ADDRESS FOR PAVMENTS TO QUINCE MUST BE MADE BY A FORMAI MODIFICATION TO THE
AGREEMENT, SIGNED 8Y AN OFFICER OF QUINCE AND CONFIRMED BY A TELEPHONE CALL WITH A "KNOWN PERSON" !+T
QUINCE.A KNOWN PERSON IS SOMEONE WHO YOU PERSONALLY KNOW OR ARE OTHERWISE ABLE TO CONFIRM IS ACTUALLY
AN OFFlCER OF QUINCE IF VOU ARE CONTACTED BY ANYONE REQUESTING TO CHANGE THE ACCOUNT OR PAVEE,THEN VOU
MUST CONTACT QUINCE IMMEDIATELV. CLIENT IS RESPONSIBLE FOR MISDIRECTED PAVMENTS, and you shall indemnify
defend, and hold 4UINCE harmless for any misdirected payments that occur as a result of your failure to follow [hese
requirement5. AN EMAIL CONFIRMATION IS NOT SUFFICIENt.
fANCEtLATION
Client may cancel this Agreemen[by sending quince written notice 6y certified mail or Email.Cancellation is no[effet[ive until
quince receives the notice. Client agrees to compensare Quince for services rendered and costs incurred up to the [ime of
cancellation, including if cancellation is tlue to a force majeure event, and restocking fees may apply. Payment will be tlue
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 MAIEURE
Neither Party shall be liable for any delay in manufacture, delivery, or its performance hereunder due to fires, war, act of
terrorism,civil mmmotion,earthquakes, epidemics,floods,accidents, plant conditions,acts, demands or requirements of any
applica6le Govemment, transportation delays, interference from other Client vendors, or to any other act, cause or
occurrence 6eyond the reasonable mntrol of the Party. If such a force majeure event causes a suspension of performance 6y
quince, it agrees to repay to Client any uneamed portion of deposits received. The Ciient agrees ro compensate Quince for
services rendered and mst incurred up to the time of zuspension 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 m disdose,withaut the prior written approval of quince or the order of a
wurt, 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 EN6AGE IN OTHER ARIVITIES
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 dimate-controlled location for the storege of equipment upon delivery through the
completion of installation. Uient is responsi6le for any equipment loss or damage caused by,induding 6ut not limited m,acts
of God, fire, water, weather conditions, mechaNcal delays, electrical surges, war, terrorist attacks, negligence or improper
condut[of direct or indirect freight carriers or other transportation providers mntracted for delivery of shipment.Quince will
charge Client for any necessary repair or replacement costs related m thek or damage that occurs and such amounts, if any,
will be added to the nezt installment invoice.
SAFEN
Client to provide a safe work environment always. This indudes but is not limited to, direct mntact information with the
facility's safety manager, instruttions on how to report accidents and injuries, site specific safery rules or training,work spaces
& pathways are dean and free of debris. Quince employees and submntractors hired by Quince will contorm to safety rules
provided by[he facility as well as state and bcal OSHA requiremen[s.
LABOR
'�, Labor charges in the Quote are estimated based on the schedule provided by Client Hours in ezcess of those in the Quote may
� resWt in additional charges.
TRAVEL
❑ient will reimburse Quince for[ravel related expenses �air,traiq hotel,ground Iransparta[ion, parking, meals, etc.].Quince
has induded estimated travel msts in the Quote.Travel expenses in excess of estimated costs will be billed on final invoice.
FACILITV FEES
quince is not responsible for any fees or penalties assessed 6y the facility. Electric charges, intemet charges, drayage and any
other facility fees are Ihe responsibility of Client.
TITLE TO PLANS,SPECIFICATIONS AND PLANNING MATERIAlS
Ownenhip of plans, specifications and planning ma[erials such as, but not limited to, electronic or hand drawings, narra[ive
descriptions and plans, costs summaries and pricing propasals, etc. prepared by Quince shall remain the property of quince
unless otherwise provided in [he Quo[e.Client agrees to use the information solely for the purpose of completing the project
designated in the Qmte. CLIENT WARRENTS THAT IT HAS THE PIGHT TO PROVIDE INFORMATION TO QUINCE FOR THE
PROIECT. CLIENTSHALLTO THE FULLEST EXTENT PERMIRED BY LAW DEFEND, INDEMMFY AND HOLD HARMLESS QUINCE, ITS
OFFlCERS, AGENTS, EMPLOYEES, AND INDEMNITEES FROM AND AGAINST ANV AND ALL CLAIMS, LOSSES, SUITS, �AMAGES,
LEGAL AND OTHERW6E IN ANY WAV, ARISING OUT OF OR RELATING TO ANY CLAIM, ACTION OR PROCEEDWG FOR
INFRINGEMENT OF ANY PATENT, COPYRIGHT OR ANYTRADEMARK RELATING TO OR ARISING OUT OF THE INFORMATION, OR
OUT OF THE USE OR DISPOSAL OF THE INFORMATION.
GOVERNING LAW Qurisdictian and Venue�
Any dispute arising under or relating to(his Agreement shall Ce submitted to[he murts of Loudoun County,Virginia orthe
United Slates District Court for[he Eastem Distric[ of Virginia, and the Parties' consent to venue and junsdiction of mch
courts. This Agreemen[ shall be governed by and mnstrued in accordance with the laws of the Commonwealth of Virginia
withouc 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 ezpressly 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[o induce Ihis waiver of
trial by jury or to in any way modify or nullify its effect.
LIMITATION OF LIABILITY
Notwithstanding the foregoing, in no event, induding due to either party's negligence, will either party be liable to the other
for any lost revenues, lost profits, incidental, indirect, ronsequential, special or punitive damages. THIS LIMITATION Of
LIABILITY DOES NOT APPLV TO CLIENT'S OBLIGATION TO REPAIN AND REPLACE DAMAGED EQUIPMENT. FURTHEft, THE
LIA6ILITV OF QUINCE IS LIMITED TO THE AGREEMEM PRICE.
QUO7E PERIOD
This Quote is valid for 30 days from the date of quotation.The Quote will be the Agreement when signed hy Client while valid.
After this date, prices are suhject to change hased on availability of equipmen[ and manpower, and reduced production
timeline. Availability of equipment and manpower is determined on a first come/first served hasis.
MARKETING
Quince may refer to its provision of equipment and servires ro Client in its corpora[e communica[ions, marketing materials,
social media,and in descriptions of quince's professional experience and qualifications to prospective dients,and Quince may
take photographs and video of same,which images may be used by Quince for marketing purposes.
Date�. Date: �� � �`� � 7�
Company Client �
Signature: SignaNre�. �hn
Name/Title�. NamelTitle: � h�'2 � ro�—o/�
RESOLUTION NO. 202332728
A RESOIUTION OF THE MAVOR AND CITY COMMISSION OF 7HE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO DRAFT
AND EXECUTE THE NECESSARY DOCUMENTATION REIATED TO A
f1,500,000 LOAN BY THE CITV TO MIAMI MUSIC FESTIVAL, INC. DBA MIAMI
BEACH CLASSICAL MUSIC FESTIVAL (FES7NAL� TO BE FUNDED FROM
7HE PROCEEOS OF THE G.O. BOND FOR ARTS ANO CULTURE, WHICH
LOAN SHALL ENABLE 7HE CITY TO MAINTAIN A SECURITY INTEREST IN
THE EOUIPMENT TO BE PURCHASED WITH THE LOAN PROCEEDS AND
ENSURE THE FESTIVAL COMPLIES WITH ITS PUBLIC BENEFR
REQUIREMENTS.
WHEREAS. on Jury 20, 2022, the Mayor and Commission appmved Resolution 2022-
32261, authorizing a special election, submitting to Ihe eleaorete o(Ihe Ciry of Miami Beach
the question asking whether the City shall be authorizetl to issue general obligation bonds, nol
exceeding $159,000,000, to improve facilities fo� resiliency of arts antl cultural institutions
throughout the City, including museums, pedormance venues, artistic playgrounds,
seniodculNral centers, botanical garden, aquatic sculpture park, and related artisVworktorce
housing; and.
WHEREAS, on November 8, 2022, Ihe voters o(the Ciry ot Miami Beach approved the
issuance of a General Obligation Bond for Arts & CuiNre (the "Bond") in Ihe not ro exceed
amount ot$159 million�, and
WHEREAS,Ihe final list of prqects included a$3 million alloration for Miscellaneous Arts
8 CWture Projects,to be vetted at a fuNre date; and
WHEREAS, on February i, 2023,the Mayor and Commission adopted ResoWtion 2023-
32485, approving Ihe Adminislration's recommendation to allocate up to $7.5 million from the
Miscellaneous AM1s &Cutture Projects Calegory to the renovation of the Collins Park Rotunda
as a performing arts venue; antl
WHEREAS, prqaclion mapping is a technological mnovalion lha[ can Iransform all
suAaces in a given space including walls. stages. buildings. and roads-into interactive display
surtaces for choreographed video presentations and adds a new dimension [o musical and
other perFormances�, and
WHEREAS. on February 22. 2023. [he Mayor and Commission adopted ResoWtion
202332509 approving the acquisition by the City of prqec�ion mapPing projectors and related
production eQuipment("Equipmenfl to allow to�the transformation of City venues and facili!ies
into ��mmersive pertormance experiences (Ihe 'Project") utilizing Funds up to Ihe amount
remaining in fhe Miscellaneous Arts &CWture Category, such equipment to be usetl inilially 6y
Miami Music Festival, Inc. dba the Miami Beach Classical Music Festivai (lhe 'Festival") for
programming during public pertormances and activations. and further, refercing the item to the
G.O. Bond Oversight Committee (the "Committee") for its consideration of the amount to be
albcated for such equipment acquisitio¢ 2nd
WHEREAS,the Committee reviewed Ihe Projec[a!its March 30, 2023 meeting and made
a motion recommendng funding in the ameunt of$1.5 million: and
WHEREAS, on March 31, 2023, the Finance and Ewnomic Resiliency Committee (the
"FERC") hear0 input from staff and vanous grentees regarding Tranche 1 of the Bond and
considered recommenda[ions made by the Administration�, and
WHEREAS, Ihe FERC made several recommendations iegartling Tranche 1, including
a suggestion that the Festival should provide a revenue share to the Ciry; and
WHEREAS,on April 28, 2023,Ihe City Commission adopted Resolution No. 202332592
accepting[he FERCs recommendations and approving Trenche 1 in the not-to-exceed amount
of$101,700:000�, and
WHEREAS, on May 17 and June 28, 2023, Ihe first and second public readings of the
bond issuance resoNtion were held, and Ihe issuance was approved; and
WHEREAS, Tranche 1 of Ihe Bontl was issued on July 27, 2023; and
WHEREAS, after considering vanous facrors, including the lengtn o( time it would take
for the City to acquire (he EquipmenG the possible exposure of the City if the Festivai's use of
[he equipmen[ resuNed in any injury to Dersons or property dama9e. as well as Ihe additronal
need to fntl suitable storage for Ihe Equipment. the Administration determined [hat making[he
funds available to Ihe Festival to enable it ro purchase the Equipment directly would be a better
approach; and
WHEREAS, Ihe Administration concluded the bes� mechanism for(unding the Festival's
purchase of the Equipmen[would be a foan secured by a lien (i.e., a porchase money secunty
interest pursuant to Section 679.1031, Florida Statutes)on ihe Equipment. and;
WHEREAS, the eaistence of a purchase money securiry interest will protect the
Equipment against judgment creditors and Ihe Ciry can seek repayment(or repossession of the
Equipment) if the Festival does not comply with its puDlic beneft obligalions. and:
WHEREAS, the Ciry could require Ihe payment of [he accrued in�erest (or an
appropriate portion thereof)as a way to secure a revenue share', antl
WHEREAS, the loan would be forgivable at the end of fifteen (151 years - [he
approzimale end of(he useful life of fhe equipment-so long as !he Festival has fully complied
with rts obllgations.
NOW, THEREFORE, BE IT DULY RESOIVED BV TME MAYOR AN� CfTY
COMMISSION OP THE CITY OF MIAMI BEAGH, FLOftIDA, lhat the Mayor and City
Commission hereby authorizes the Administration [o draft and fnalize documentation
evidencing a $1,500,000 loan with in[erest of 1.5% per annum by the Ciry to Miami Music
Festival, Inc. dba Miami Beach Classical Music Festival to be funded from the proceeds of Ihe
G.O. Bond tor Ms and CulNre, which loan 5hali enahle the Ciry to maintain a security interest
in Ihe equipment to he purchased with the loan proceeds and ensure the Festival compiies wilh
its public benefit requirements and allow for a simple mechanism for receiving a revenue share�,
and further, authorizes the Ciry Manager and Ciry Clerk to eaecute such loan documents.
PASSED and ADOPTED this�'� day o( , ��'_, 2023.
r
._^�._----'—
Dan Gelber, Mayor
ATTES� SEF
� il �u2.',.
Rafae�. Granado, Ciry Clerk
'.4+,�.�0�.�1:..: � 4AA.'rEDtl10
f fCa�nR�WGVK'f
� �� AiFRCNYN
� ����\
i—�� �
i
R�lO�Ilvqu•C� E
V
,
MIAMI BEACH
COMMISS�N MEMORANDUM
TO: HororaDle Mayor and AAembers of Ihe Cfly Commission
fROM: AlinaT. Hudak,Ciry Manager
� DATE: Seplembe� 13,2023
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION Of THE CITY
� OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO
� DRAFT AND EXECUTE THE NECESSARY DOCUMENTATION RELATED
TO A 51,500,000 LOAN BY THE CITY TO MIAMI MUSIC FESTIVAI, INC.
: DBA MIAMI BEACH CLASSICAL MUSIC FESTNAL (FESTIVAL) TO BE
� FUNDED FROM THE PROCEEDS OF THE G.O. BOND FOR ARTS AND
CULTURE, WHICH LOAN SHALL ENABLE THE CITV TO MAINTAIN A
SECURITY INTEREST IN THE EOUIPMENT TO BE PURCHASED WITH
� THE LOAN PROCEEDS AN� ENSURE THE FESTIVAL COMPLIES WITH
ITS PUBIIC BENEFIT RE�UIREMENTS.
BACKGROUNDMISTORY
At the July 20, 2022 Commission meeting, lM Mayor aiH Commissbn appmved Resdution
202232267. aMoriarg a sDecial eleclion. subrtitEng to tlie elecloraM of the Cily ot Afarni
Bexh Me 4uestion askng whetlter the City shak be auCnrized [o iuue general obM1gaOon
Dontls, rot eaceeding f159.000,000, to improve facilities for resiiiency ot ar� and cWlural
iretihNore throughoul ihe CM. inGudirg museums. PeAortnance venies, arGstic playgioi+ids,
seNodculGird centers, Cotanical garden. aquaUc scJpdae paAc, and re�ed artistAwrldoice �,
housirg.
On November 6, 2022, tlie wlers of ihe Cily of M'iami Beach apD�� � issuance of a
Ge� Ob6gaGon Bond for ARs 8 Culhre (Me '8ond') in Uie not to exceed amourA of 5759 �.
million.The tirel list of piojects induded a 53 mippn albcatlon tor MisceAeneous Arts&Culture ,
� Pmjecls.lo be veded at a tulwe dele. .
On Febniary 1, 2023, U�e Mayor and Commission adopted Resolution 2023-32485, appfovmg
tha Administrations recomman0a�on to �locate up to E1.5 mtllion fmm t�e M'sceNareo�a A�
8 Ci�hue Piojects Calegory�o Me reror�on of Iha Colins Patc RoWrda as a performing art4 .
veru�e.
Projection mappirg is a�achnological innovation tlat ca�Vafsfortn�I s�slaces in a given Space .
inckding wdAs, stages, buildirgs, and roads — into IMeractrve display surfaces for .
choreographetl video praseMatiors. The use of projec6on mapping adtls a r�ew dimereion to .
music� erd other peAormances by enabli�g tlie eve�rt proCucer ro creale a visuaBy immersive
aye sa m zeae
. e�enence tor adieroes. On February 22, 2023, Ihe Mayor and Comm�ssbn atloplee
� Resolution 2023-32509 approvirg ihe acquisiEon Cy ihe Ciry of projecGon mapping projectors
ard related pioduction epuipmern('EquipmeM') W albw fa the transformation of City venues
- x�d IxiGlies into irmnersive peAortnance expenences (tlie "ProjecC), utiliang funds up to Ihe
amount rertvxr�ng in the Mscelianeous Ar5 8 Culture Category, suc� equipmer% to be uSeG
" ini6ally by Miami Music Festival. Inc. tl0a Me Miami Bexn Classicd Music FesGval (the
'FesWaP) for programming dunrg public performances antl x6vatlons. xitl tuMer. refemng
the item lo ihe G.O. 8ond Oversight Committee (Uie 'CommiHee") for iLs coreideration of ll»
artrouM to be albcated for such equpment acquisitlort �
The Committee revieNed tne Project at ils Maich 30, 2023 meelirg and macfe a molbn
recommending furdirg in the amouM of 51.5 millbn. �
� On Marc� 31, 2023, ihe Firence antl Ecoromic ResiGency Commitlee (ihe 'FERC') heaN
irput from staft and vaiiois grxtees fegardirg Tranche 1 of t�e Bond and coreidered
recommendaCorr. made by Ihe Admirusha�on. The FERC made several recommendatiore
�egarding Tranche 1, erlulinp a suggestion that ihe FesWal shoJO D�`�e a revenue shae fo
the CM1y.
On April 28, 2023, Ihe Ciry Commissqn adopled ResdWion No. 2023J2592 accep6ng tlie
FERC's recommendations and apPmvn9 T2nche 1 in fhe rot�o-exceed artauM of
$101,700,000.
On May 17 anC Jure 28. 2023, tne first and secontl public �aatlirgs of the boM issuance '�.
resoMrtbn Here held, ad tlie issuaroe �s 2pproved. Tranche 1 of fhe Bond wac issued on �
July 27.2023. �
ANALYSIS
The Admitistration inGaMy tonlemplated tlat Cie Ciy vati0 purch�e the Equipmerri then erMer ,.
� into an equipmeM �se agreemerrt wiN the Festivdl. A1ter corisidenng various factors, inchdrtq �.
Me lengih ol lime it would take for the City b xquire the EquipmeN, the possible exposure of �
the Cily d the Festival's use of the eq�npment resWled in arry uyury to persons or pmperty
damage, as v�eil a5 ihe atlditiorW need to tind suitable slorage (or the EquipmeM, the �
Admiristration detertnined th� m�irg the funds arailable Oo Uie Festival M enable it W
pwchase ihe EqiepmeM Aireclly wvuld be a better apptoxh. AlNough �he City is similatly '
�I provbirg funds.via grants.to oU+er mts and culture aganizations snd iretihfior�s ttat xdH receive
� Bond fuMirg b enable them b satlaxecute their projects. the Pmject Preser� some urwque
challerges thal rt�akes the�se ot a grdrA struchue imdesirabte.
First, �Mie'eas otlier piojecls corsist of (erovaong ard/or buldirg rew faciiGes and �
incoryorating eQupmeM irrto e�Grg Erickard-mortar taciliCes (e.9. tlie Cobrry Thealer. tlre
CoNirt Worldace Fbusing Projec�and Ihe Bass Museum oi Art)or pemwiertlly placing v�orks
oi xt at sDecilic bcatbre (e.g. artistic playg�ounds anC tlie aquatic scWphre garden), the ..
P�ojec� corsisLs e�lusively of eq�pmeM tlat is rot inteMeA to be statiorery. Beca�e the
EquipmerH wiN rot become tixpnes wilhin epsCrg facilities, Cie Administra6on idenG�ied the risk �
that an unpaid ciediWr of Ufe Fesdral coJd potenCaMy seek b place a judgrtrenl fen on ihe
Festival's assets. Second, Cie FERC recommentled thaA tl+e Festival should be allowed to �
use the Equipmerx(or«prtrtunercial puryoses subject b lhe paymer£ot a revenue share to the .
ciy. '
Pape 605 o1291B ..
Folbvdng ezlefsive tliscussbre xith the OKce of the Ciry Altomey, Ihe Admimstration
concluded iha best mecl�arwsm for fuiding the Festival's puchese of the Equpmarrt v.oultl be a
ban secuetl by a lien (i.e., a purchase money securily iNeiesl pusuanl to Secdon 679.1037.
Fbrida StaMes)on the Equipmerit Structurirg Vie funding for tha purchase o(tlie EqupmeM
as a loan has several advantages over making the funds a�railable pursuant to a grant
agreemerrt:
First, the existence of a purchase money secunty interest will pmlect the EquipmeM agamst
judgmerrt creditors.
Second. the Gity can seek 2payment(or repossession of the EquipmeM) rf the Festival does
rot wmply witli its p�lic benefrt obligatiore.
Fir�eNy, the Cily could 2quire Ihe paymerri of the accrued iMerest (or an appiopriate portion
fhereof)as a way lo secure a revenie share. If the FesUval is unable to pay interesl in :vy
gi�en yea due to insufficier�f net revenue, the Ciry Commission could deTer or waive aA or a
portion ot tlie irderest due for such year. The loan would be forgivaDle ffi the erd of fiTteen(15)
years - the appiopmate end of the u5eful life oT Ihe equipmeM - so bng as ihe FasBval Fras
f�y compReC with its obligations.
SUPPOR7ING Sl1RVEY DATA
WA
FINANCIAL INFORMATION
WA
CONCLI1310N
The Admimstration recommends Uie a0option ot IAS 25olution autlnriang Ihe AdmirNstraUon lo
drafl and execNe documentation evitlencirg a$1.50U,000 ban with interesl of 1.596 per a�xwm
by the Cily to Miami Miaic Festival, Inc.dba Miami Beach Classcal Music FesOval b be fia�ded
from Ihe poceeds of Iha G.O. Bond tor Ar� and CuMure, which bar� s1�eN ereble the Ciry Io
mainlan a securily inteiest in iha equipmerrt b be pwchaved wilh ttie loan pfoceeds,ensure the
Fesdval compGes witli its puDlic benefR requiremeMs and �ow for a simpie meclanism for
receiv�g a 'eee�we share. Pursuarrt lo tlie lerms o/ the ban agreemeM, the Festival NdX Oe
respo�sible for storing Uie EquiprtreM in a secuie, clirr�ste-coMrolled space and ro procure
insuance for the EqupmeM satisiactory to tlie Ciy.
�
Cily+`iAe
Ia tlYa a"ReddaNa RiaM Doea Mla flem ulili»G_O.
to Krow'IEem.pypua�R to Bond Funda7
�Cada Sactlon 2-14?
No Yes
StrsOapic Conneclbn
Pmsperiry - MaMcet and p�ortrote Miami Beach as a woAtl class arts. culiure, antl quaiily
entertainment des6naaon.
Page 606 of 2978
�h1�We TnekMa
G.O.BOM Program
A77ACMMENT3:
Deacriptlon
a Resolulion
Pa9e 607 af 2938