DOWNTOWN DEVELOPMENT BOARD GRANT FUNDING AGREEMENT (5)DOWNTOWN DEVELOPMENT BOARD GRANT FUNDING AGREEMENT
Jingle Bell Family Fun Fest
Intensity Academy, LLC
This Downtown Development Board Grant Funding Agreement ("Agreement") is effective
November 3, 2025 between the DOWNTOWN DEVELOPMENT BOARD, an independent special
district organized and operating pursuant to the ordinances and laws of the City of Clearwater
("DDB"), and the Intensity Academy, LLC., a Florida Limited Liability Company.
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 Jingle Bell Family Fun
Fest ("Program"). The proposed event will have food, music, performers, and vendors 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
$12,900 to cover direct production costs and city fees 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 a period of from November 3, 2025, until June 3, 2026,
unless earlier terminated under the terms of this Agreement.
ARTICLE II.
RESPONSIBILITIES OF Intensity Academy LLC.
1) 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 June 3, 2026,
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
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
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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 Intensity Academy, LLC on a reimbursement basis for cover
direct production costs and city fees incurred, as authorized by this Agreement. The DDB will
reimburse Intensity Academy, LLC based on invoices and paid receipts submitted for grant
expenditures totaling $12,900 for eligible expenses for Jingle Bell Family Fun Fest. The total grant
amount shall not exceed $12,900.
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.
1) Grantee:
Michele Northrup, Manger Member
Intensity Academy, LLC
4522 W Village Dr.
Tampa, FL 33624
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2) If to DDB, addressed to:
Chairman, DDB
P. 0. 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:
'90,,%/7426)9
Attorney for the DDB
Attest:
Downtown Development Board
Bruce Re
Chairman
Grantee.
Intensity Academy, LLC.
By:
Michele Northr
anger Member
Print n� e:RoMI-he t
Title:
Date: 17-1 lZ1 1,o'b6
STATE OF FLORIDA )
COUNTY OF Hillsborough)
The foregoing instrument was acknowledged before me by means * physical presence or * online/
notarization, this 05 day of December , 2025 by Michele Northup who * is/are
personally known to me or * who has/have produced a driver's license as identification. Florida DL
T„e
Notarized online using audio -video communication
^. NOTq, p Jamie Steven Tucker Yancey
uQo\G" Electronic Notary Public
W = . n= State of Florida
Commission #: HH515144
-s..,� -.........- oc ,: Commission Expires: 04/23/2028
�'..9irOr ft.& .
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Notary Public, State of Florida
Name of Notary:Jamie Steven Tucker Yancey
My Commission Expires: 04/23/2028
My Commission No.: HH515144