DOWNTOWN DEVELOPMENT BOARD GRANT FUNDING AGREEMENTDOWNTOWN DEVELOPMENT BOARD GRANT FUNDING AGREEMENT
The Florida Orchestra at the Sound 2025
This Downtown Development Board Grant Funding Agreement ("Agreement") is effective August
9, 2024, between the DOWNTOWN DEVELOPMENT BOARD, an independent special district
operating pursuant to the ordinances and laws of the City of Clearwater ("DDB") and The Florda
Orchestra. ("Grantee").
WHEREAS, some of the purposes of the DDB's current Work Plan are to increase awareness of
DDB District as a fun destination for Clearwater's residents, employees, and visitors, and to
increase awareness of the DDB District as a tourist destination; and
WHEREAS, Grantee has requested an event funding grant to partially fund The Florida Orchestra
Concert at the Sound, is tentatively scheduled for Sunday, November 10, 2024, at 6:30pm. The
Florida Orchestral is estimating the event attendance at 8,500 attendees, which is the maximum
capacity of The Sound Venue. The proposed event will offer a free concert and social activities
linking people of all ages as described in the event application attached as EXHIBIT A and the
Budget attached as EXHIBIT B ("Proposed Program"); and
WHEREAS, the DDB has determined that the Proposed Program and providing a grant of up to
$50,000 all in accordance with the terms of this Agreement, is prudent use of DDB funds.
ARTICLE I. TERM
The term of this Agreement shall be for August 9, 2024, through May 9, 2025, unless terminated
earlier under this Agreement.
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ARTICLE II. RESPONSIBILITIES OF GRANTEE
Services to be Provided by Grantee.
a) Grantee shall hire, schedule, and manage all operational and marketing services
needed to successfully execute and produce the Approved Program in accordance
with the requirements of this Agreement, the Funding Application attached as
Exhibit A, and the Budget attached as Exhibit B.
b) Grantee shall promote the Approved Program and shall identify DDB as a sponsor
on all marketing materials, including but not limited to print advertisement, social
media, TV, any press releases, and the Grantee websites for the listed event.
c) Grantee shall recognize DDB's funding during the Approved Program with an
announcement of DDB funding and showcase DDB's sponsorship with DDB's logo
at the Approved Program, on marketing materials, and on print advertisement.
d) Grantee will notify DDB of cancellation of the Approved Program due to weather,
acts of God, or other situations beyond Grantee's control. Rescheduling of the
Approved Program must occur within the current DDB fiscal year and will require
DDB approval.
e) Grantee shall coordinate with city department(s) for special event permit approval
and other city resources that meet city safety guidelines and protocols, if required.
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2) Required Documents and Reports from Grantee. If Grantee fails to submit all required
documents and reports electronically to DDB on or before 5:OOp.m on May 9, 2025
Grantee will forfeit its rights to reimbursement for the Approved Program. Grantee will
receive no reimbursement from DDB for the Approved Program.
a) A financial report and accounting for the Approved Program which shall include the
total costs and a detailed account of expenses.
b) Proof of completion of the Approved Program
c) An IRS form W-9
d) Invoice directed to DDB for actual costs incurred and itemized list of expenses
containing the type of expense, date of expense, and name of vendor with dated proof
of payment from the services provider.
e) A report summarizing the impact of the Approved Program, a summary of marketing
efforts, the number of attendees or participants, and audience feedback along with any
additional information that demonstrates the positive impact of the Approved Program
on the DDB District.
Electronic copies of all photos or video footage captured at the Approved Program for
DDB to use in its marketing materials in the future.
3) Use and Disposition of Funds Received. Funds received by Grantee from the DDB shall
only be used as reimbursement for actual costs incurred in compliance with the terms of
this Agreement for the Approved Program.
4) Non-discrimination. Notwithstanding any other provision of this Agreement, Grantee, for
itself, its agents, contractors, and representatives, agree that:
a) No Exclusion from Use. No person shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination in the operation of this
program on the grounds of race, color, religion, age, disability, gender, pregnancy,
gender identity, sexual orientation, marital status, national origin, or genetic
information.
b) No Exclusion from Hire. In the management, operation, or provision of the
program activities authorized and enabled by this Agreement, no person shall be
excluded from participation in, denied the benefits of, or otherwise subject to
discrimination on the grounds of race, color, religion, age, disability, gender,
pregnancy, gender identity, sexual orientation, marital status, national origin, or
genetic information„ except that age may be taken into consideration to the extent
that the age of an employee is a bona fide occupational qualification, as permitted
by law.
c) Breach of Non -Discrimination Covenants. If Grantee violates any of the above
non-discrimination covenants, the DDB shall have the right to terminate this
Agreement immediately, without regard to any grace period or opportunity to cure.
5) Liability and Indemnification. Grantee shall act as an independent contractor and
agrees to assume all risks of providing the program activities and services herein agreed
and all liability, therefore, and shall defend, indemnify, and hold harmless the DDB, its
officers, agents, and employees from and against any and all claims of loss, liability, and
damages of whatever nature, to persons and property, including, without limiting the
generality of the foregoing, death of any person and loss of the use of any property, except
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claims arising from the negligence of the DDB or DDB's agents or employees. This
includes, but is not limited to, matters arising out of or claimed to have been caused by or
in any manner related to Grantee activities or those of any approved or unapproved
invitee, contractor, subcontractor, or other person approved, authorized, or permitted by
Grantee whether or not based on negligence. Nothing herein shall be construed as
consent by the DDB to be sued by third parties or as a waiver or modification of the
provisions or limits of Section 768.28, Florida Statutes, or the Doctrine of Sovereign
Immunity.
6) Compliance with Laws. Grantee shall comply with all applicable federal, state, county,
and local laws, rules, and regulations. If it is ever determined that this Agreement violates
any federal, state, county, or local laws, rules, or regulations, Grantee shall cure the non-
compliance promptly, or DDB may terminate this Agreement without regard to any
additional grace period or opportunity to cure.
ARTICLE III. RESPONSIBILITIES OF THE DDB
Grant. Payments will be made to Grantee on a reimbursement basis for costs incurred for the
Approved Program. The DDB will reimburse Grantee based on timely submitted and approved
required documents and reports. Payments will be made within 60 days of receiving the required
documents and reports. The grant amount shall not exceed $50,000 for the Proposed Program.
ARTICLE IV. DISCLAIMER OF WARRANTIES
This Agreement is the entire Agreement regarding the Approved Program. It may not be modified
or discharged except by written amendment executed by both parties. No representations or
warranties by either party shall be binding unless expressed herein or in a duly executed
amendment hereof.
ARTICLE V. TERMINATION
1) For Cause. Failure to adhere to any of the provisions of this Agreement in a material respect
shall constitute cause for termination. Either party may terminate this Agreement for cause by
giving the other party 30 days' notice of termination. If the default is not cured within the 30 -
day period following receipt of the notice, this Agreement shall terminate on the 31st day.
2) Disposition of Fund Monies. In the event of termination for any reason, monies provided to
Grantee by DDB but not expended in accordance with this Agreement shall be returned to the
DDB within 30 days of demand, and no other installments shall be paid.
ARTICLE VI. NOTICE
Any notice required or permitted to be given by the provisions of this Agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand -delivered to
such party at the address indicated below (or at such other address as such party shall specify to
the other party in writing), or if sent by registered or certified mail (postage prepaid), on the 5th
business day after the day on which such notice is mailed and properly addressed.
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1) Grantee: The Florida Orchestra
244 Second Ave. North, Ste. 420
St. Petersburg, FL 33701
2) If to DDB, addressed to:
Chairman, DDB
P. O. Box 4748
Clearwater, FL 33758-4748
ARTICLE VII. MISCELLANEOUS
1) Assignability; Complete Agreement. This Agreement is non -assignable by either party and
constitutes the entire Agreement between the Applicant and the Agency and all prior or
contemporaneous oral and written agreements or representations of any nature with reference to
the subject of the agreement are canceled and superseded by the provisions of this agreement.
2) Applicable Law and Construction. The laws of the State of Florida shall govern the validity, performance,
and enforcement of this Agreement. This Agreement has been negotiated by the Agency and the Applicant,
and the Agreement, including, without limitation, the exhibits, shall not be deemed to have been prepared
by the Agency or the Applicant, but by all equally.
3) Severability. Should any section or part of any section of this Agreement be rendered void, invalid, or
unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or
unenforceable any other section or any part of any section in this Agreement.
4) Jurisdiction and Venue. For purposes of any suit, action or other proceeding arising out of or relating to
this Agreement, the parties hereto do acknowledge, consent, and agree that venue thereof is Pinellas
County, Florida.
Each party to this Agreement hereby submits to the jurisdiction of the State of Florida, Pinellas County and
the courts thereof and to the jurisdiction of the United States District Court for the Middle District of Florida,
for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement and
hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an
inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not
be enforced in or by such courts.
If, at any time during the term of this Agreement, the Grantee is not a resident of the State of Florida or
has no office, employee, agency, registered agent or general partner thereof available for service of process
as a resident of the State of Florida, or if any permitted assignee thereof shall be a foreign corporation,
partnership or other entity or shall have no officer, employee, agent, or general partner available for service
of process in the State of Florida, the Applicant hereby designates the Secretary of State, State of Florida,
its agent for the service of process in any court action between it and the Agency arising out of or relating
to this Agreement and such service shall be made as provided by the laws of the State of Florida for service
upon a nonresident; provided, however, that at the time of service on the Florida Secretary of State, a copy
of such service shall be delivered to the Applicant at the address for notices as provided in Article VI.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals.
Countersigned:
Attest:
Attorney for the DDB
Downtown Development Board
Bruce Rect
Chairman
Grantee.
The Florida 04 hestra
By: Taicor
II/►`psi.
s.sr.•7.•G7�Ignaci 77rron ' ie a, sident and CEO
Attest:
STATE OF FLORIDA
COUNTY OF PINELLAS ]
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization, this 10441 day of Pe69.444421'
, by
NOTARY PUBLIC
My Commission Expires:
Personally Known
Type of Identification Produced
AM -
itJARED ALEXANDER FINKEL I
A Notary Public • State of F lortda I
.) Commission V NN 077437 I
My Comm. Expires Jan 5, 2025
I — Bonded through Nations Notary Assn.
OR roduced Identificatio
Fot,da Lic f e