AMENDMENT NO. 2 TO AGREEMENT NO. C2025- 037
Enterprise Resource Planning ( EERP) Support
City Budget Code: 40LANDMGMT-SERVICES-
63012210- 53210
This Amendment No. 2 (" Amendment') to City Agreement No. C2025- 037, entitled Enterprise Resource Planning ( EERP) Support ("Agreement'), by and between the City of Napa, a California charter city ("City"), and Koa Hills Consulting, LLC. A Limited Liability 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 March 13, 2025, for an amount not to exceed $ 150, 000, pursuant to which Consultant agreed to perform certain services described in the Agreement (" Services"), generally including Enterprise Permitting & Licensing ( EPL) Implementation, analyst on demand hours for financial support and project management.
B. City determined that additional dollars ("Additional Services") were required to continue, modify, or expand the Services performed under the Agreement and executed Amendment No. 1 to the agreement, effective August 19, 2025.
C. City has determined that additional dollars ("Additional Services") are required to continue, modify, or expand the Services performed under the Agreement, as set forth in the Scope of Services and Schedule of Performance, attached as Exhibit "A" to C2025-037.
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 amendmeq s 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" in accordance with the terms and conditions of this Amendment.
3. PAYMENT. City will compensate Consultant for satisfactory performance of Additional Services in an amount not to exceed $ 235, 000. The cumulative total compensation payable to the Consultant will not exceed 535, 000without prior written authorization from the City ( based on $ 150,000 for the original Agreement for FY24/ 25, plus $ 150, 000 for amendment No 1 for FY25/ 26, plus $ 235, 000 for this Amendment for FY25/ 26).
4. ENTIRE AGREEMENT. The Agreement, as modified by this Amendment, constitutes the entire integrated understanding between the parties concerning the Additional Services. This Amendment supersedes all prior negotiations, agreements and understandings regarding the 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.
5. 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 to Agreement Page 1 of 5 Form 2. 2.1 ( 2022- 11- 10) Enterprise Resource Planning ( EERP) Support
ATTACHMENT 3
Amendment on behalf of the respective legal entities of Consultant and City. The parties agree that this Amendment 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 inure 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:
CITY OF NAPA, a California charter city
By: 1 "-
Steve P6tter, City Manager
Date: 11' 2 S
Effective ate")
REIGNED:
Erika Leahy, City Aud
APPROVED AS TO FORM:
Cbds1QpheLDiaz, Interim City Attorney
CONSULTANT:
Koa Hills: Consulting, LLC, a limited liability
corporation
By.
S& wartz, COO
Amendment to Agreement Page 2 of 5 Form 2. 2. 1 ( 2022- 11- 10) Enterprise Resource Planning ( EERP) Support
ATTACHMENT 3
EXHIBIT " A"
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
1.0. SCOPE OF SERVICES. Consultant will perform the Services described in this Exhibit "A," in accordance with the terms of the Agreement.
Introduction
This Statement of Work ("SOW ) between the City of Napa, hereby known as " Customer, and Kca Hills Consulting, hereby known as' Koa Hills", describes tasks and initiatives relating to the needs at the City of Napa.
This document outlines the following:
Scope of services
Period of performance
Project assumptions
Acceptance criteria
Change control
Project Costs
2 Scope of Services
Initiatives or tasks not described in this SOW are agreed to be outbf- scope and not included in the SOW.
Eller party may communicate charge requests to the other party through the Change Contmf Process defined in section 6. The scope for this SOW is defined below
2. 1 Organizational Scope
The organizational scope includes as Customer departments. divisions, or other functional areas that use the current ERP solution
2.2 Geography and Language Scope
The geographical scope includes the United States and the City of Napa. Koa Hills will schedule team members eidrer to be onsne or to be available remotely, as appropriate.
2. 3 User Scope
The user scope includes all of the Customer' s active users of the current ERP solution
2. 4 EP& L Implementation • 420 hours
Kea HillsConsultingwillcontinueto supportthe innplementatimof Napa's EP&L system (go livein July 2025).
Key tasks to be performed by Kca Hills include.
o System setup
o Conversion assistance
o Workflow development
o Training
Amendment to Agreement Page 3 of 5 Form 2. 2. 1 ( 2022- 11- 10) Enterprise Resource Planning ( EERP) Support
2. 5 Analyst On Demand - 250 hours
The Analyst on Demand service allows the Customer to request ad hoc services from Koa Hills Consulting, including:
o SSRS report development
o Financials and HR/ Payrotl consultation
o DashboardrHubs development
o Security configuration
o Workflow configuration
o New feature consultation
2. 6 Project Management - 50hours
Koa Hills will provide project management related to the consultation services noted above.
Key tasks to be performed by Koa Hills include:
Monitoring and reporting on project status
Schedule and manage Koa Hills resources
Ensure that Koa Hills project deliverables are futfilled Monitor the progress of project tasks
Track the project budget
Serve as the initial escalation point for all project issues Manage project change requests
3 Period of Performance
The estimated Period of Performance of this project will begin on 2/17202S and end on 6/302025. 4 Project Assumptions
Assumptions are factors that are considered to be known as true by the Customer and Koa Hills when planningforlhis project. The list of assumptions made for this project are as follows:
The Customer has the willand the authorityto enter intothe project.
Adequate funding will be available to complete the project The Customer will provide required resources and full Customers project responsibilities.
TheCustomer willcontinueto providestrong, effectiveexecutivesponsorshipforthe project The Customer willprovideadequate, qualifiedstaffresources to complete the project.
The Customer willfurnishand maintainthe necessary infrastructurefor the projectto Koa Hillsand to the Customers users, including but not limited to:
o Remote and local network access
o Connectivity to all ERP servers and applications
5 Acceptance Criteria
Customerand Koa Hillswillfollowbest practices throughoutthe projectand mutuallyidentifycriteriafor completion of the project. The overall scope of work will be considered complete when one or more of the following criteria are met:
Koa Hills has delivered the agreed - upon hours
Customer and Koa Hills agree that no further assistance is needed Amendment to Agreement Page 4 of 5 Form 2. 2. 1 ( 2022- 11- 10) Enterprise Resource Planning ( EERP) Support
Change Control
In the event that either Kos Hills or the Customer identifies an activity or objective that is beyond the scope set forth in this SOW. the panes agree to take the following steps:
1. Notification should be provided to the other party that documents the change requested. The following details should be provided as pert of an official Change Request Chance reap_ sted - Description of the scope change needed, including details on Prowthe change relates io project objectives and the Impact to the project if the change is not applied.
F%bmated WWPctimeact - Estimatedimpact of thechargeto theproject, includingwork effort, deliverables, and impactto theoverallproject timeline. Estimated
m=_ t - Consolidatedestimate which identifiesadditional costs to implementthe change, including labor, hardware, software, or otherexpenses. 2.
If theChangeRequest is acceptableto allparties, it shouldbe executedby representativesfor KcaHJLs end the Customer. Once this is complete, work on the ChangeRequest can be started. Any additional costs will be bikedaccordingto ratesestablishedin section7. Amendment to AgreementPage 5 of 5 Form 2. 2. 1 ( 2022-11- 10) Enterprise Resource Planning ( EERP) Support