Amendment to Agreement
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3 Form 2.
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201
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Revenue Audit and Consulting Services
AMENDMENT NO.
1 TO AGREEMENT NO.
C
2019
-
091
Revenue Audit and Consulting Services
City Budget Codes:
41515
-
53201
41810
-
53201
This Amendment No.
1 (“
Amendment
”)
to
City
Agreement
No.
C2019
-
091
, entitled
Revenue Audit and
Consulting Services
(“
Agreement
”)
, by and between the City of Napa, a
California charter city
(“
City
”), and
Hinderliter, de Llamas and Associates (HdL)
, a California corporation
(“
Consultant
”)
, is effective on the
Effective Date identified on the signature page
.
RECITALS
A.
City and Consultant entered into
the
Agreement
, effective
April 23, 2020
for
an amount not
to exceed
$
125,000
,
pursuant to which
Consultant agreed to perform
certain services
described in the
Agreement
(“
Services
”),
generally including
revenue projection analysis, tax
-
related legislative notifications,
and tax and fee compliance review.
B.
City
desires
continuation of services
described in
original agreement
in
additional fiscal
years.
C.
City has determined that additional
S
ervices
(“
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 subsequen
t 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
specifical
ly modified by this Amendment.
All
terms and
conditions
in the Agreement
that
are not specifically m
odified by this Amendment
remain in full force and
effect.
2. SCOPE OF ADDITIONAL SERVICES
. Consultant
will
perform the
A
ddit
ional
S
ervices described in
Exhibit “A” in accordance with the terms
and conditions of
this Amendment
.
3. TERM.
The term of this
amended
Agreement begins on the date it is signed by the City Clerk, below, attesting to full execution of the Agreement by both parties (“
Effective Date
”), and ends upon
Consultant’s completion of the Services required by this Agreement, on or before
three
(3)
years from
Effective Date
. The following provisions will survive expiration or termination of this Agreement: Section 7 (Di
spute Resolution), Section 8.1 (Confidentiality), Section 8.3 (Records of Performance), Section 10 (Indemnification), and Section 13 (General Provisions).
4. PAYMENT
.
City will compensate Consultant
for satisfactory performance of the Additional Services in
an amount not to exceed $
250
,000
(based on
$217,000 for continuation of original scope of services in additional fiscal years
and
$33,000 for additional scope of services
described in Exhibit A
)
.
T
he
cumulative
total compensation payable to the Consulta
nt
will
not exceed $
375,000
without prior written authorization from
the City
for this Amendment
to provide for continuation of original scope of services and
additional scope of
services provided in Exhibit A
.
5. ENTIRE AGREEMENT
. Th
e Agreement, as
modified by this Amendment,
constitutes
the entire
integrated understanding between the parties concerning the Additional S
erv
ices.
This Amendment
supersedes all prior negotiations, agreements and understandings regarding the A
dditional
S
ervices
, whether
ATTACHMENT 3
Amendment to Agreement
Page
2 of
3 Form 2.
2.1 (
201
8 -
01 -
12 )
Revenue Audit and Consulting Services
w
ritten 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.
6. SIGNATURES
.
The individuals
executing this Amendment represent and warrant that
they ha
ve
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.
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
P
arties
have executed this Amendment to be effect
ive
on the Effective Date
set forth below
.
CITY:
CONSULTANT:
CITY OF NAPA, a California charter city Hinderliter, de Llamas and Associates
By: _______________
_______________
By:
_______________________________
Steve Potter, City Manager
Andrew Nickerson, President
By: __________
_____________________
Richard Park, Chief Financial Officer
ATTEST:
_________________________________
Tiffany Carranza, City Clerk
Date:
____________________________
(“
Effective Date
”)
COUNTERSIGNED:
__________________________________
Joy Riesenbe
rg, City Auditor
APPROVED AS TO FORM:
___________________________________
Michael W. Barrett, City Attorney
ATTACHMENT 3
Amendment to Agreement
Page
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3 Form 2.
2.1 (
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Revenue Audit and Consulting Services
EXHIBIT “A”
SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF PERFORMANCE
The Consultant will perform the Additional Services described below , within the specified
schedule:
INSIGHT Market Analytics
–
3 Year
Subscription
Provide analytics data on targeted areas of interest with up to date trade area data for your community.
Includes the following reports: 1) Consumer Demographic Profile, 2) Household Segmentation Profile, 3) Employment Profile, 4) Consumer Dem
and & Market Supply Assessment, and 5)
Supporting Trade Area Maps.
Includes up to 5 trade areas and the City of Napa.
Semi
-
Annual Updates when the new data becomes available.
Compensation
-
$5,000 annually for total of $15,000 for 3
-
year period
Additional
Reports
Addition
al
trade area or special project area beyond the five that are included in the subscription can be added during the term. Each additional trade area report will be billed for the additional cost of $900 each.
Community Profile
Preparation of a Community Profile for Napa to be included on City’s website, along with the INSIGHT Market Analytics reports.
The Community Profile will be updated after 12 and 24 months.
Compensation
-
$6,000 annually for total of $18,000 for 3
-
year per
iod
Total Compensation=$11,000 annually for total of $33,000 for 3 -
year period
.
A
dditional reports desired a
re at an
additional
cost
of $900/per report.
Representative
The consultant representing HdL
for these additional services
shall be Barry Foster, Principal/Managing
Director for HdL ECONSolutions, along with staff support from Fienna Cheng, Analyst.
ATTACHMENT 3