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DOWNTOWN DEVELOPMENT BOARD GRANT FUNDING AGREEMENT - INTENSITY ACADEMY LLC - FALL Y'ALL 2026DOWNTOWN DEVELOPMENT BOARD GRANT FUNDING AGREEMENT INTENSITY ACADEMY LLC Fall Y'AII 2026 This Downtown Development Board Grant Funding Agreement ("Agreement") is effective September 15, 2026, 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 Intensity Academy LLC, a Florida limited liability company WHEREAS, some of the purposes of DDB's current Work Plan is 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 Fall Y'AII 2026 ("Program") The proposed event will have 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 determined to provide a grant for Fall Y'AII 2026 October 3rd, 2026, in an amount not to exceed nineteen thousand five hundred dollars and 00/100 cents ($19,500 00) all in accordance with the terms of this Agreement, is prudent use of DDB funds NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows ARTICLE I RECITALS AND TERM 1) Recitals The recitals set forth above are true and correct and are incorporated herein and made a part of this Agreement 2) Term The term of this Agreement shall be for a period of from September 15, 2026, until February 15, 2027, unless earlier terminated under the terms of this Agreement ARTICLE II RESPONSIBILITIES OF GRANTEE 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 1 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 2) Required Documents and Reports from Grantee If Grantee fails to submit all required documents and reports electronically to DDB on or before 5 00p m on March 3, 2027, 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 2 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 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 direct production costs and city fees incurred, as authorized by this Agreement The DDB will reimburse Grantee based on invoices and paid receipts submitted for grant expenditures for Fall Y'AII October 3, 2026, in an amount not to exceed nineteen thousand five hundred dollars and 00/100 cents ($19,500 00) 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 3) Termination for Non -Appropriation and Modification for Budgetary Constraints The DDB is an independent special district which relies upon the appropriation of public funds to satisfy its obligations This Agreement shall automatically terminate at the end of the then current Fiscal Year if a final budget is not approved in accordance with Florida law that appropriates sufficient funds for the succeeding Fiscal Year The DDB agrees to notify the Grantee in writing of any such non -appropriation of funds at the earliest possible date ARTICLE VI NOTICE 3 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 2) If to DDB, addressed to Intensity Academy LLC 4522 W Village Dr, Ste 448 Tampa, FL 33624 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 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first written above Countersigned Downtown Development Board (DDB Signature Page) Bruce Rec , n Appas t000rm DDB Attorney Date /07016 5 Attest fig Rosemarie all, City Cler Date Intensity By Url/ Print name (GRANTEE SIGNATURE PAGE) londa limited liability Company Mic e e Northrup Title MGRM Date 09/25/2026 STATE OF FLORIDA COUNTY OF Hillsborough ) The foregoing instrument was acknowledged before me by means ❑ physical presence or 'online notarization, this 25 day of September , 2026 by Michele Northup as MGRM of Intensity Academy LLC ❑✓who is/are personally known to me or ❑ who has/'ave produced a dnv is license as identification Notarized online using audio -video communication technology N ory Public, State of Flori (NOTARIAL SEAL) Name of Notary Jamie Steven Tucker Yancey My Commission Expires 04/23/2028 My Commission No HH515144 6 ,11 I I IIM1I,• O�- CNOr4 e Jamie Steven Tucker Yancey •v t 'c : Electronic Notary Public LY, MID ,ceState of Florida LU i n_ Commission # HH515144 ' Commission Expires 04/23/2028 q �� ��'.,II�OF FI�N,. EXHIBIT "A" FUNDING APPLICATION 7 Downtown Development Board Grant Application Row 3 Applicant / Primary Contact Michele Northrup Type of Grant Special Event Request Name of Organization Intensity Academy LLC Street Address 4522 W Village Dr, Ste 448 City Tampa State Zip Cell Phone Office Phone Email Address Website / Social Media Link(s) Florida 33624 +1 (813) 299-3600 saucyqueentampa@gmail com www saucyqueen com www intensityacademy com www facebook com/realsaucyqueen www mstagram com/saucyqueen Description of Project A vibrant fall event in the heart of downtown and fostering community spirit With an expected turnout of 3,000 attendees, the event will feature a lively mix of activities including charming Little Miss and Little Sir Costume Contests complete with prizes, interactive pumpkin decorating stations, and appearances by festive costumed characters Families can enjoy a dedicated Kids Zone packed with games and entertainment all set against a backdrop of fall -themed decor that brings warmth and energy to downtown Clearwater This family celebration is designed to bring residents together, attract visitors, and breathe new life into the city center as the season changes Total Project $30,000 00 Cost ($) Amount of Grant Funds $19,500 00 Requested ($) Applicant's Financial Contribution ($) Third -Party Contributions ($) $10,500 00 When will the event take October 3rd 2026 place? Who will implement the Intensity Academy LLC project? Where will the Coachman Park project occur? Project Attraction Applicant Signature This fall event can attract them showcasing downtown Clearwater as a family -friendly destination The high foot traffic boosts local business visibility and sales, while the fun, inclusive atmosphere fosters community pride and draws visitors who see downtown as a place worth exploring, supporting, and returning to Title of Event Fall Y'All at Coachman Park Date(s) of Event Description of Special Event Intended Audience / Anticipated Attendance Total Event Cost ($) Event Grant Funds Requested ($) October 3rd 2026 A vivid Fall fun at Coachman Park, downtown Clearwater Festive activities for the whole family, including -Lil Miss & Sir Pumpkin Contest -Food Trucks featuring delicious fall treats -Local Vendors showcasing unique crafts and goodies -Fall Foods to satisfy your cravings -Kids Zone, Contests & Morel Families looking for kid -friendly activities, local residents small business supporters and visitors interested in seasonal events Expected turnout of 3,000 attendees Where will the Coachman Park (The Green Lower and Upper Plaza, Cleveland St event be held? Ext & Baywalk Promenade) Contacted Special Events Yes Department? Additional Sponsors or TBD Media Outlets for Event Funded by DDB Yes Before? Applicant Signature Michele Northrup Applied for Special Event Permit Current BTR No Is 501(c)(3)? No Timeframe of 11AM - 5PM Event Free to Public? Yes Agreement Checkbox a Applied / Awarded Community Unsure Sponsorship Program? EXHIBIT "B" BUDGET 8 Fall YAII at Coachman Park Estimated expenses for October 3rd Income Estimated Vendor Fees Sponsorship DDB Grant requested 'Expense,~ Venue Rental Entertainment Marketing / Promotion Decoration/Design Audio/Visual Equipment Printing & Stationery Security Event Insurance City Fees Total Project Cost ek Estimated $9000 00 $1500 00 $19500 00 $2500 00 Real .44 4 1 $4000 00 $8000 00 $2500 00 $7000 00 $1500 00 $1500 00 $0 00 $3000 00 Exhibit "C" NO COERCION FOR LABOR OR SERVICES ATTESTATION Pursuant to Section 787 06(13), F S , this form must be completed by an officer or representative of a nongovernmental entity when a contract is executed, renewed, or extended between the nongovernmental entity and a governmental entity Intensity Academy LLC, Honda limited liability Company does not use coercion for labor or services as defined in Section 787 06, F S Under penalty of stated in it are t Signature Printed Name Michele No I • eclar- , at I have read the foregoing statement and that the facts ct Title MGRM Date 09/25/2026 9