AMENDMENT NO. 1 TO AGREEMENT NO. C2025-893
City Budget Code: _____________
This Amendment No. 1 (“Amendment”) to City Agreement No. C2025-893, entitled Mental Health Clinician-Homeless Services (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Abode Services(“Consultant”), is effective on the date last signed by the City, which is identified on the signature page as the “Effective Date.”
RECITALS
City and Consultant entered into the Agreement, effective June 18, 2025, for an amount not to exceed $144,256, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including mental health clinician services for clients experiencing homelessness.
City has determined that additional funds are required to continue, modify, or expand the Services performed under the Agreement, as set forth in “Compensation Rates and Charges” incorporated as Exhibit B.
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as follows:
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.
PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services with no change to the Scope of Services in an amount not to exceed $112,744. The cumulative total compensation payable to the Consultant will not exceed $257,000 without prior written authorization from the City (based on $144,256 for the original Agreement and any prior amendments thereto, plus $112,744 for this Amendment).
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.
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 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: CONSULTANT:
CITY OF NAPA, a California charter city ABODE SERVICES, a California nonprofit corporation By: By:
Steve Potter, City Manager Vivian Wan, Chief Executive Officer By:
John Reiber, Chief Financial Officer
Date: July 1, 2026
(“Effective Date”)
COUNTERSIGNED:
Erika Leahy, City Auditor
APPROVED AS TO FORM:
Renee Giacomini Brewer, City Attorney
EXHIBIT “B”
COMPENSATION RATES AND CHARGES
1. AUTHORIZED PERSONNEL RATES:
Consultant will be reimbursed for actual time spent by each of the positions listed below to provide the Services based on the following position allocations, including leave times, subject to the not-to-exceed limit in Section 2.1 of the Agreement and the maximum for each position set forth below:
Position: Personnel Maximum
Mental Health Clinician $173,305
Each monthly invoice submitted by Consultant shall include documentation, acceptable to the City’s Authorized Representative, indicating the hourly rate for each of the above positions and the number of hours worked by each position in the time period covered by the invoice.
2. AUTHORIZED EXPENSES AND RATES:
Consultant will be reimbursed for costs incurred to provide the Services only as follows and subject to the not-to-exceed limit in Section 2.1 of the Agreement:
Expense: Reimbursement Rate: Maximum Total:
Employee Benefits 28% or less of Employee Costs $45,700 Indirect Expenses Actual Cost $37,995
The City’s Authorized Representative may approve line-item budget adjustments in writing, subject to the not-to exceed limit in Section 2.1 of the Agreement.
Amendment to Agreement Page 2 of 3 Form 2.2.1 (2022-11-10) Mental Health Clinician-Homeless Outreach