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FIRST AMENDMENT TO COMMUNITY DEVELOPMENT BLOCK GRANT AGREEMENTFIRST AMENDMENT TO COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROGRAM AGREEMENT BY AND BETWEEN THE CITY OF CLEARWATER, FLORIDA AND UPWARDS CARE, INC. THIS FIRST AMENDMENT TO CDBG AGREEMENT (This "First Amendment") is made and entered into by and between the City of Clearwater, Florida, a Florida municipal corporation, with a principal address of P.O. Box 4748, Clearwater, Florida 33758 (the "City"), and Upwards Care, Inc., a Florida for-profit corporation, with a principal address of 5521 North University Drive, Suite 104, Coral Springs, FL 33067 ("Upwards" or "Subrecipient"). (the City and Subrecipient shall be referred to collectively as the "Parties"). WITNESSETH: WHEREAS, the City administers the Community Development Block Grant ("CDBG") Public Services Program (the "Program") funded by the United States Department of Housing and Urban Development ("HUD"); and WHEREAS, the City is an entitlement community that receives CDBG funds awarded under the Housing and Community Development Act of 1974, in furtherance of its goal of promoting community development and improvement of public facilities, as further detailed in the Consolidated Plan for Housing and Community Development Programs 2020/2021-2024/2025; and WHEREAS, Upwards provides technical assistance and business support to family childcare providers who run daycares; and WHEREAS, the Parties entered into that certain CDBG Program Agreement dated December 6, 2024 (the "Agreement") to utilize FIFTY THOUSAND DOLLARS AND 00/100 CENTS ($50,000.00) in FY 2024-2025 CDBG funds for salary support fringe Benefits to enable Upwards to deliver their BOOST Program which provides technical assistance and business support to microenterprise daycare businesses; and WHEREAS, the provided services are an eligible activity under the CDBG program in accordance with 24 CFR §570.201(e). The services are a limited clientele activity and meet a national objective as required under 24 CFR §570.200(a)(2) and 24 CFR §570.208(a)(2); and WHEREAS, Upward has available the necessary qualified personnel, facilities, materials, and supplies to perform such services and/or carry out such programs for these residents, who are eligible and qualified to receive said services and are within the income limits for low- and moderate -income persons as defined by HUD and adjusted annually, and which current income levels are attached as Exhibit "A" to the Agreement; and WHEREAS, the Parties now wish to amend the statement of work, Exhibit "D" Budget, and Exhibit "F" Reporting Schedule to clarify how the funds may be used. FY 2024-25 CDBG of 8 Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 1 NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency and receipt whereof being hereby acknowledged, the City and Upwards agree as follows: 1. Recitals. The set forth above are true and correct and are incorporated herein and made a part of this First Amendment. 2. Amended and Restated Section I. Subsection 4. Section I, Subsection 4 of the Agreement is hereby amended and restated as follows: "4. Statement of Work/Program and Project Description. Activities: Upwards' BOOST program (Business Operation & Optimization Support Tools) provides technical assistance and business support to family childcare providers who run daycares. Awarded funds shall be used on a reimbursement basis for salary support and fringe for Upward's team in delivering their BOOST Program to local microenterprise daycare businesses (the "Project"). Salary support shall be for the salaries and wages of staff for hours worked towards activity delivery for childcare business within the City of Clearwater. Pursuant to 2 § CFR 200.431, fringe benefits are allowances and services employers provide to their employees as compensation in addition to regular salaries and wages. Fringe benefits include, but are not limited to social security, employee life, health, unemployment, and worker's compensation insurance (except as indicated in § 200.447), holidays and sick leave. The project will benefit 22 low- to moderate -income City of Clearwater residents according to HUD income guidelines attached as Exhibit "A". Additional requirements for the Project are attached as Exhibit "C" and made a part hereof by this reference. The budget for this Project (the "Budget") is attached as Exhibit "D" and made a part hereof by this reference. The microenterprise daycare businesses serve children ages 0-5 (and children up to age 13 with before/after school care). The program's goal is to expand economic opportunities for these daycare providers in Clearwater by training their staff to use essential tools that make their operations more efficient. This will enable the businesses to reach their full revenue potential and stabilize jobs in the childcare industry. Through BOOST, daycare providers get personal guidance, relevant technology tools, and learn best practices to grow and sustain their business all while supporting the LMI families they serve. CDBG funds will be used to coach each daycare provider, enhance their business model, and train them to use Upwards' Child Care Management Software (CCMS). Each daycare provider will create an action plan to set their business goals and apply the new tools to achieve them. Services include help matching with families and enrolling children into their program, tuition collection, weekly evidence -based curriculum and activity suggestions, guidance on licensing regulations and expansion, staff recruitment, and more. In the BOOST Program model, all fees are waived, making Upwards' tools and services free for each participating daycare microenterprise and family. FY 2024-25 CDBG of 8 Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 2 3. Amended and Exhibit "D" Budget. Exhibit "D" Budget is hereby amended and restated as follows: "Exhibit "D" Budget Upwards Care, Inc. FY 2024-2025 Project Type: CDBG Amount of Funding: $50,000.00 Services Funded Category CDBG Portion Economic Development Economic Development Microenterprise Assistance Error! Reference Funds are provided for salary support and fringe for BOOST Program personnel source not who work directly with microenterprise daycare businesses to deliver the BOOST found. Program. Upwards' BOOST program provides technical assistance and business support to family childcare providers who run daycares. The daycare businesses serve children ages 0-5 (and children up to age 13 with before/after school care). The program's goal is to expand economic opportunities for these daycare providers in Clearwater by training them to use essential tools that make their operations more efficient. This will enable them to reach their full revenue potential and stabilize jobs in the childcare industry. Through BOOST, daycare providers get personal guidance, relevant technology tools, and learn best practices to grow and sustain their business all while supporting the LMI families they serve. CDBG funds will be used to coach each daycare provider, enhance their business model, and train them to use Upwards' Child Care Management Software (CCMS). Each daycare provider will create an action plan to set their business goals and apply the new tools to achieve them. Services include help matching with families and enrolling children into their program, tuition collection, weekly evidence -based curriculum and activity suggestions, guidance on licensing regulations and expansion, staff recruitment, and more. In the BOOST Program model, all fees are waived, making Upwards' tools and services free for each participating daycare microenterprise and family. Benefit — Error! Reference source not found. Businesses Beneficiaries assisted must reside within City of Clearwater limits (Tax District CW, CWD, or CWDO) and household income must be at or below 80% AMI based on the CDBG income limits in effect at the time assistance is provided. FY 2024-25 CDBG of 8 Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 3 Total Error! Reference source not found. Exhibit "D" Budget is continued below and on the next page. A microenterprise is a business with five (5) or fewer employees, including the owner(s). This activity is designed to exclusively serve microenterprises located within the incorporated limits of the City of Clearwater (Tax District CW, CWD, or CWDO). Microenterprise assistance can qualify under the limited clientele criteria for LMI benefit if the business owner is LMI. This eliminates the need to track job creation or retention numbers. In certifying LMI status, Upwards Care, Inc. only needs to document the owner's income, not that of any employees. The overall goal of this activity is to assist City of Clearwater microenterprises daycares in providing quality childcare to families. Subrecipient shall be paid on a reimbursement basis for actual cost incurred for activity delivery costs not to exceed the Total Maximum Budget for staff time specifically dedicated to microenterprise businesses located within the incorporated City of Clearwater limits. All personnel must maintain time distribution records documenting the time spent on this activity delivery and must provide time records and other supporting documentation to the City. See Exhibit "F" Reporting Schedule, under Method of Payment for details. Personnel categories, descriptions and cost allocation is described in the tables below. Personnel — BOOST Program City of Clearwater Description 80% of awarded funds to be applied towards the following positions for (Projects Delivery for Direct costs) Outreach and engagement Working with microenterprise childcare providers to market their business to local families, educate families on the microenterprise services, programmatic marketing in the service territory, and communication and education of services to participating microenterprise childcare providers. Business Assistance Technical Assistance & Business Support Tools Supports participating microenterprise childcare providers with all their software and technical assistance needs, as it relates to the daycare management software and technology tooling. Childcare Care Manager Care Manager is 1 -to -1 Care Coach that provides 24/7 support for participating microenterprise childcare providers day-to-day operations, family facilitation and connects them with support staff when needed. Family support services FY 2024-25 CDBG Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 4 of 8 Personnel — BOOST Program City of Clearwater Description 20% of awarded funds to be applied towards the following positions for (Indirect Costs) Program Strategy & Implementation (listed on invoice as Administrative) Federal program reporting and requirement monitoring, contract compliance, program reporting to municipality, record management, audit support, quarterly meeting, and other reporting requirements as requested. Program Director Program Director manages the operations of the program and all of the operations staff implementing the program on the day-to-day." 4. Amended and Exhibit "F" Reporting Schedule Exhibit "F" Reporting Schedule, subpart "Method of Payment" is hereby amended and restated as follows: Method of Payment: "Payments shall be made based on completed services and submission of documentation as outlined in this Agreement between the City and Subrecipient. Subrecipient shall submit monthly requests for payment to the City's Economic Development and Housing Department in accordance with the following: 1) The City's Economic Development and Housing Department shall authorize the reimbursement of Subrecipient for actual expenditures outlined in the Budget as expressed in Exhibit "D" of this Agreement, except that the Economic Development and Housing Director, or designee, may approve a variance with regard to variable costs. 2) Expenses incurred by Subrecipient will not be authorized for payment by the City's Economic Development and Housing Department if such expenses cannot be documented by paid receipts, invoices, or other appropriate documentation and information. Furthermore, all requests for payment submitted by Subrecipient to the City's Economic Development and Housing Department shall not be reimbursable by the City if such expenditures were not expended directly for the provision of services and activity delivery costs to benefit low- and moderate -income persons in accordance with this Agreement. 3) Provided that the requests for payment are complete and undisputed, the City's Economic Development and Housing Department shall authorize reimbursement of approved expenditure requests within thirty (30) days of receipt of such requests. FY 2024-25 CDBG Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 5 of 8 4) As applicable, the monthly requests for payment shall include: a) Name and address of each client receiving services; through the monthly reports tab in the Neighborly Software Portal. b) Monthly draw requests must include an invoice with the description, total amounts for eligible services, signed, and dated. c) Brief description of services or activities undertaken during the month for which reimbursements are being requested. e) For reimbursement for salaries, timesheets showing tenths of hours where work has been done by Subrecipient and staff detailing daily total hours worked. In lieu of Exhibit "G" Timesheet Activity Report. Upwards Care, Inc. can provide their internal payroll documentation if it has the required information such as employee name, payrate, total payroll amount, total payroll for Boost -Clearwater and a brief description. f) If applicable, if outside contractors have done the work, submit the contractor's paid invoices for reimbursement. These should include an itemization of the work done, the total cost for labor and materials, the number of hours on the job, and the rate per hour agreed to on the project." 5. In the event of conflict or ambiguity between the terms and provisions of this First Amendment and the Agreement, the term and provisions of this First Amendment shall control to the extent of any such conflict or ambiguity. 6. All sections of the Agreement not expressly amended herein shall remain in full force and effect. FY 2024-25 CDBG of 8 Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 6 re - IN WITNESS WHEREOF, the Parties have executed this First Amendment on this :9 3 day of May 2025. (CITY OF CLEARWATER SIGNATURE PAGE) Approve as to form: Matthew J. Mytych, sq. Assistant City Attorney 31,21/0/5 Date: By: CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation. Jei rfifer Poirrier City Manager Date: s�a3(ZS Attest: Rosemarie Call City Clerkl�, Dated' O- (Mi D FY 2024-25 CDBG Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 7 of 8 (SUBRECIPIENT SIGNATURE PAGE) Upwards Care, Inc. a Florida for-profit corporation. By: Print Name: Lillian Alexander Title: Community Impact Manager Date: �O 5/ 10 021 STATE OF CALIFORNIA COUNTY OF LOS ANGELES This First Amendment was acknowledged before me by means of online notarization, this day of Alexander as Community Impact Manager of Upwards Care, Inc. He/She known to me or has produced identification. FY 2024-25 CDBG of 2 physical presence or , 2025, by Lillian is personally as NOTARY PUBLIC Print Name: My Commission Expires: Upwards Care, Inc. dba Upward (Boost Program-Microenterprise TA) ED 16114 Page 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ;..�_..+ti=cr--F.. e£�.: ::r-..s;_<•,a-�—.,cr "':s2�?:E :. ' ."'^:x+:^'>e:3-_;:ek°'k6k€£`:kezr4i�i.`r'�.�',.'..,-F-- _:: .'�_..:' CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and n.ot the truthfulness, accuracy, or validity of that document. State of California County of 5 On bs • 13' 9° Date" II personally appeared t 11 CA Vlb4 Here Insert Name and Title of the Officer Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribe to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ADRIAN C. RODIUGUU - Notary Public- California Los Ankles County 5 Commies on .f 2511537 My Comm, Expires Mar 2, 2029 Place Notary Seal and/or Stamp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official s Signature OPTIONAL re of Notary Public ; Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. 4401.14X2 ,n,Qnf /S, Co.K rey 13ev41146.s0-e 1 l'k. Description of Attached Docu en Title or Type of Document: DocumentDate: OS • t3. �o2S Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ artner — 0 Limited 0 General Individual 0 Attorney in Fact ❑ Trustee 0 Guardian of Conservator ❑ Other: Signer is Represe Number ofPages: Pages:—~r Signer's Name: O Corporate Officer — Title(s): ❑ Partner— 0 Limited 0 General ❑ .Individual 0 Attorney in Fact O Trustee o Other: Signer is Representing: ©2017 National Notary Association ❑ Guardian of Conservator