Amendment 1 to Agreement C2022-182 Form 2.2.1 (2022-11-10) Full Time Temporary Help Agency Page 1 of 5
AMENDMENT NO. 1 TO AGREEMENT NO. C2022-182
Full Time Temporary Help Agency
City Budget Code: __________________
This Amendment No.1 (“Amendment”) to City Agreement No. C2022-182, entitled Full Time Temporary Help Agency (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Robert Half International Inc., a Delaware corporation (“Consultant”), is effective on the date last signed by the City, which is identified on the signature page as the “Effective Date.”
RECITALS
A. City and Consultant entered into the Agreement, effective August 23, 2022, for an amount not to exceed $125,000, pursuant to which Consultant agreed to perform certain services described in the Agreement and its Exhibits (“Services”), generally including full time temporary services assigned individuals with skills meeting the requirements specified by the City.
B. City has determined that additional Services (“Additional Services”) are required to continue, modify, or expand the Services performed under the Agreement, as set forth in the Scope of Additional Services and Schedule of Performance, attached hereto as Exhibit “A” and incorporated herein by reference.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
1. INCORPORATION BY REFERENCE. Unless otherwise specified, all subsequent references to the Agreement are deemed to mean the original Agreement as modified by any amendments preceding this Amendment, if any. This Amendment incorporates the Agreement by reference, except and only to the extent that any terms or conditions of the Agreement are specifically modified by this Amendment. All terms and conditions in the Agreement that are not specifically modified by this Amendment remain in full force and effect.
2. SCOPE OF ADDITIONAL SERVICES. Consultant will perform the Additional Services described in Exhibit “A-1” in accordance with the terms and conditions of this Amendment.
3. TERM. The first sentence of Section 5 of the Agreement is hereby amended to extend the term to June 30, 2024 as follows: The term of this Agreement begins on the date it is signed by the City Clerk, below, attesting to the full execution of the Agreement by both parties (“Effective Date”), and extends through June 30, 2024, unless terminated earlier.
4. PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services in an amount not to exceed $125,000. The cumulative total compensation payable to the Consultant under the Agreement will not exceed $250,000 without prior written authorization from the City (based on $125,000 for the original Agreement, plus $125,000 for this Amendment). Hourly rates for all Assigned Individuals will be agreed upon on a case-by-case basis.
For positions listed in Exhibit B-1, the rate card listed in Exhibit B-1 will cap the hourly rates.
5. ENTIRE AGREEMENT. Th e Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional S ervices. This Amendment supersedes all prior negotiations, agreements, and understandings regarding Additional Services, whether written or oral. The documents incorporated by reference into this Amendment are complementary; what is called for in one is binding as if called for in all, except and only to the extent otherwise specified. If any provision in an exhibit to this Amendment conflicts with or is inconsistent with a provision in the body of this Amendment, the provisions in the body of this Amendment will control over any such conflicting or inconsistent provisions.
ATTACHMENT 2
Amendment 1 to Agreement C2022-182 Form 2.2.1 (2022-11-10) Full Time Temporary Help Agency Page 2 of 5
6. SIGNATURES; ELECTRONIC SIGNATURES. The individuals executing this Amendment represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Amendment on behalf of the respective legal entities o f Consultant and City. The parties agree that this A mendment may be executed and transmitted electronically and that electronic signatures shall have the same force and effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 1633.1 et seq. and California Government Code Section
16.5.This Amendment shall in ure to the benefit of and be binding upon the parties hereto and their respective successors and authorized assigns.
IN WITNESS WHEREOF, the Parties have executed this Amendment to be effective on the Effective Date set forth below.
CITY: CONSULTANT:
CITY OF NAPA, a California charter city Robert Half International Inc. EOE, a Delaware corporation
By: By:
Steve Potter, City Manager Karen Warren, District Director
Date:
(“Effective Date”)
COUNTERSIGNED:
Joy Riesenberg, City Auditor
APPROVED AS TO FORM:
Kelly Trujillo, Assistant City Attorney
ATTACHMENT 2
Amendment 1 to Agreement C2022-182 Form 2.2.1 (2022-11-10) Full Time Temporary Help Agency Page 3 of 5
EXHIBIT “A-1”
SCOPE OF ADDITIONAL SERVICES AND COMPENSATION
The Consultant will perform the Additional Services described below, within the specified times:
1.0. SCOPE OF SERVICES. Consultant will perform the Services described in this Exhibit “A-1,” in accordance with the terms of the Agreement. Upon request, Consultant shall provide to City full time temporary service Assigned Individuals with skills meeting the requirements specified by the City.
1.1. When a City Department or Division determines it appropriate or necessary for operations, the Department Manager or their representative may contact the Consultant to request services. The City shall provide job information in order to support the Consultant with the placement of the most qualified employees of the Consultant. Consultant will recruit, interview, select and hire assigned individual who are qualified to perform services required by the City. Upon request of the City and pursuant to a writing executed by City and Consultant, an additional background check will be conducted at the Consultant’s expense.
1.2. Once the City receives the recommended employees, the City may evaluate the candidates further to ensure appropriate placement and may conduct a LiveScan fingerprint clearance at the City’s expense.
1.3. Consultant shall confirm placement within twenty-four (24) hours of City request. If additional time is required, the Consultant must receive approval from the City for additional time.
1.4. In the event that the Consultant cannot provide a qualified placement within the approved time frame, the City may terminate a request as needed.
2.0. SCHEDULE OF PERFORMANCE. Consultant will perform the Services described on an ongoing, on-call basis at the City’s request.
2.1. REQUESTS FOR SERVICES. Upon request by City, Consultant will provide the Services described above, beginning on the Effective Date and ending upon the date City notifies Consultant in writing in accordance with Section 6. The Services will be provided for a variety of individual matters, as required by the City. Upon request by the City’s Authorized Representative for Consultant to perform Services for a particular matter, Consultant will provide a written estimate of the time within which Services for the matter will be completed, and the estimated cost for providing the requested Services. Following written authorization from the City’s Authorized Representative, Consultant will perform and complete the Services as specified in the written authorization. Consultant is not entitled to payment for any Services performed without a written authorization, or for Services that exceed the scope of a written authorization. For purposes of this Section, the written estimate and written authorization may be provided on paper or in an electronic form. Consultant will confirm placement of an Assigned Individual following the City’s Authorized Representative’s request for Services by sending to City a writing that state’s the Assigned Individual’s name, role, bill rate, overtime rate, start date, and expected end date.
ATTACHMENT 2
Amendment 1 to Agreement C2022-182 Form 2.2.1 (2022-11-10) Full Time Temporary Help Agency Page 4 of 5
EXHIBIT “B-1”
COMPENSATION RATES AND CHARGES
1. AUTHORIZED HOURLY RATES:
For the positions listed in the hourly rate schedule below, Consultant’s hourly rates for Assigned Individuals assigned to the City will not exceed the specified rate.
ATTACHMENT 2
Amendment 1 to Agreement C2022-182 Form 2.2.1 (2022-11-10) Full Time Temporary Help Agency Page 5 of 5
HOURLY RATE SCHEDULE
ATTACHMENT 2