RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
C
lerk of the Napa County Board of Supervisors
1195 Third Street, Room 310
Napa, California 94559
C
ity Clerk
P.O. Box 660
Napa, California 94559
E
xempt from recording fees: Gov. Code § 6103
and § 27383
APNs: 003-272-013, 003-272-014
Space above this line reserved for County Recorder’s use N
apa County Agreement No. 7191
City of Napa Agreement No. 9831
AM
ENDMENT NO. 1
OPERATIONS AND USE AGREEMENT
FOR THE FIFTH STREET PARKING GARAGE
Th
is Amendment No. 1 (“Amendment”) to the Operations and Use Agreement for the Fifth Street Parking Garage (“Agreement”) is made and entered into as of this ____ day of ________________, 2023, by and between Napa County, a political subdivision of the State of California (“County”), the City of Napa, a California charter city (“City”), Channel Properties Inc., a California corporation (“Riverfront”), and Napa Mill, LLC, a California limited liability company (“Mill”). Riverfront and Mill are referred to collectively in this Agreement as “Participants.”
RE
CITALS
A.
On March 17, 2009, the City, County, Participants and Andrea Schrader, an individual (“Schrader”) entered into the Agreement for the operations and use of the Fifth Street Parking Garage (“Garage”), on file with the County as Agreement No. 7191, and on file with the City as Agreement No. 9831.
B.
The County is responsible for maintenance of the Garage under Section 4.7 of the Agreement, including major capital improvements to the Garage under Section 5.6 of the Agreement; and
ATTACHMENT 2
Amendment No. 1 Page 2
Napa County Agreement No. 7191 PL Doc. No. 88840
C. The County is working on a project to increase the number of electric vehicle charging stations on the first floor of the Garage from two to twelve public charging stations (“Project”), including one charging station designated for vehicles displaying disabled person parking placards or license plates (“ADA charging station”).
D. T
he Project will reduce the number of Joint Use Parking Spaces on the first floor by two, add one ADA Parking Space, resulting in a net reduction of the total number of parking spaces on the first floor of the Garage by one space.
E.
On April 25, 2013, Schrader transferred her interest in the Garage to Mill, and on June 6, 2013, Mill transferred half of that interest to Riverfront, as permitted by section 7.2 of the Agreement, such that Mill and Riverfront have greater but still equal interests in the Garage and Schrader’s interest is extinguished.
F.
The list of County holidays in Exhibit E to the Agreement is from 2009 and needs to be updated.
NO
W, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, City and County hereby agree as follows:
AM
ENDMENT
1. Section 3.1 of the Agreement is amended in its entirety to read as follows:
3.1 Number of Spaces. The Garage has 484 automobile parking spaces located as follows:
F
irs
t level 104 Regular Parking Spaces
5 ADA Parking Spaces
S
econd level 121 Regular Parking Spaces
2 ADA Parking Spaces
T
hird level 121 Regular Parking Spaces
2 ADA Parking Spaces
F
ourth level 127 Regular Parking Spaces
2 ADA Parking Spaces
TOTAL: 484 Parking Spaces
I
n addition, there are 10 Motorcycle Parking Spaces on the second level of the Garage.
2. Section 3.2 of the Agreement is amended in its entirety to read as follows:
ATTACHMENT 2
Amendment No. 1 Page 3
Napa County Agreement No. 7191 PL Doc. No. 88840
3.2 Allocation of Spaces.
(
a) First level. On the first level of the Garage, the spaces shall be allocated as follows:
C
ity Use Parking Spaces: 85 Regular Parking Spaces
Joint Use Parking Spaces: 19 Regular Parking Spaces
Joint Use Parking Spaces: 5 ADA Parking Spaces
(b
) Second level. On the second level of the Garage, the spaces shall be allocated as follows:
J
oint Use Parking Spaces: 121 Regular Parking Spaces
Joint Use Parking Spaces: 2 ADA Parking Spaces
Joint Use Parking Spaces: 10 Motorcycle Parking Spaces
(
c) Third level. On the third level of the Garage, the spaces shall be allocated as follows:
P
articipant Use Parking Spaces: Riverfront 60 Regular Parking Spaces Participant Use Parking Spaces: Mill 60 Regular Parking Spaces Shared Participant Use Parking Spaces: 2 ADA Parking Spaces Shared Participant Use Parking Spaces: 1 Regular Parking Space (d
) Fourth level. On the fourth level of the Garage, the spaces shall be allocated as follows:
C
ounty Exclusive Parking Spaces: 85 Regular Parking Spaces Joint Use Parking Spaces: 42 Regular Parking Spaces
Joint Use Parking Spaces: 2 ADA Parking Spaces
3. The Project shall be funded in part by Seventy-Six Thousand Dollars ($76,000) drawn from the Capital Expense Reserve Designation established by the parties pursuant to Section 5.6 of the Agreement. All additional costs of the Project, estimated to be Five Hundred Forty-Nine Thousand Two Hundred and Ninety-Nine Dollars ($549,299), shall be paid by County. In recognition of County’s contribution to the Project beyond that of the other parties, the relative percentages of contribution to the construction of the Garage set forth in Section 6.1(d), used for calculating each party’s share of Remaining Garage Funds and insurance deductibles, are adjusted as follows:
C
ity: 30.14%
County: 45.10%
Riverfront: 12.38%
Mill: 12.38%
ATTACHMENT 2
Amendment No. 1 Page 4
Napa County Agreement No. 7191 PL Doc. No. 88840
4. The parties acknowledge that Schrader is no longer a party or Participant under this Agreement. All former rights and obligations of Schrader under the Agreement have been assumed, and shall be shared equally, by Mill and Riverfront, including but not limited to Schrader’s Net Requirement Share under Section 5.5(c).
5. The parties acknowledge that reducing the number of Joint Use Parking Spaces by two, and the total number of parking spaces in the Garage by one, to accommodate the new electric vehicle charging stations would lead to a small (less than 0.2%) adjustment to the relative Net Requirement Shares set forth in Section 5.5(c) if they were recalculated: the Net Requirement Shares of the County and City would be slightly reduced, while those of the Participants would slightly increase. The parties agree, however, that in recognition of the public benefits of providing more electric vehicle charging stations, the Net Requirement Shares shall remain unchanged.
6. Exhibits D (Allocation of Spaces in the Garage) and E (County Holidays) to the Agreement are replaced with Exhibits D-1 and E-1, respectively, attached hereto and hereby incorporated by reference. References to Exhibits D and E in the Agreement shall mean Exhibits D-1 and E-1, respectively.
7. This Amendment No. 1 represents all the changes to the Agreement agreed to by the parties. No enforceable oral representations or other agreements have been made by the parties except as specifically stated herein. All other provisions of the Agreement not addressed in this Amendment No. 1 shall remain in full force and effect.
8. This Amendment No. 1 may be executed in counterparts, which when taken together, shall constitute a single signed original as though all parties had executed the same page.
ATTACHMENT 2
Amendment No. 1 Page 5
Napa County Agreement No. 7191 PL Doc. No. 88840
I N WITNESS WHEREOF , this Agreement is executed by Napa County, acting by and through the Chair of the Board of Supervisors, by the City of Napa, acting by and through its Mayor, and by the Participants acting through their duly authorized officers.
C
HANNEL PROPERTIES, INC., through its Managing
Member Channel Lumber Co.
B
y:
_________________________, Chairman
N
APA MILL, LLC, through its Managing Member Napa
Mill Development Company
B
y:
______________________, General Partner
C
ITY OF NAPA, a municipal corporation
B
y:
SCOTT SEDGLEY, Mayor
NAPA COUNTY, a political subdivision of
the State of California
B
y:
BELIA RAMOS, Chair
Board of Supervisors
APPROVED AS TO FORM
Office of County Counsel
By
: Thomas C. Zeleny
Chief Deputy County Counsel
D
ate: April 13, 2023
APPROVED BY THE NAPA COUNTY
BOARD OF SUPERVISORS
D
ate:
Processed By:
Deputy Clerk of the Board
ATTEST: NEHA HOSKINS
Clerk of the Board of Supervisors
By
:
ATTACHMENT 2
Amendment No. 1 Page 6
Napa County Agreement No. 7191 PL Doc. No. 88840
EXHIBIT D-1
Chart Showing Allocation of Spaces in Garage
Level Number of Spaces Use Allocation Time Restrictions 1 105 Regular Parking
Spaces
5 ADA Parking Spaces
85 Regular Parking Spaces as City Use
Parking Spaces
19 Regular Parking Spaces as Joint Use
Parking Spaces
5 ADA spaces as Joint Use Parking
Spaces
All spaces short-term
parking (2- or 3- hour, or
other as determined)
2 121 Regular Spaces
2 ADA Parking Spaces
10 Motorcycle Parking
Spaces
All spaces Joint Use Parking Spaces All-day parking, first come, first served
3 121 Regular Parking
Spaces
2 ADA Parking Spaces
All spaces Private Participant Use
Parking Spaces:
60 Regular Parking Spaces: Riverfront
60 Regular Parking Spaces: Napa Mill
1 Shared Participant Use Parking Space
2 ADA Shared Participant Use Parking
Spaces
Private Participants will each
determine if all spaces will
be restricted during Work
Hours and Non-Work Hours.
Non-restricted spaces will be
available as Public Use
Parking Spaces.
4 127 Regular Parking
Spaces
2 ADA Parking Spaces
85 Regular Parking Spaces as County
Exclusive Parking Spaces
42 Regular Parking Spaces / Joint Use
Parking Spaces
2 ADA Joint Use Parking Spaces
Total 484 Spaces
10 Motorcycle Parking
Spaces
(
See Section 3 of Agreement for complete descriptions and requirements.) C
ity Use Parking Spaces. Spaces designated as City Use Parking Spaces will be used by the City for such purposes as the City determines, which may include public parking or leased, licensed or permitted parking.
Joint Use Parking Spaces. Spaces designated as Joint Use Parking Spaces will be available during Work Hours for use by the County for County purposes, or use by any member of the general public, on a first- come, first-served basis. During Non-Work Hours, Joint Use Parking Spaces will be available for use by the public.
Participant Use Parking Spaces. Spaces designated as Participant Use Parking Spaces will be available at all times for use by Participants’ exclusive use.
County Exclusive Parking Spaces. Spaces designated as County Exclusive Parking Spaces (County Use in table above) will be available at all times for use by the County for such purposes as the County shall determine, which may include, public, leased, licensed or permit parking. County purposes may include County vehicle parking, County employee parking, County visitor parking, or parking for any other persons associated with services provided by the County.
ATTACHMENT 2
Amendment No. 1 Page 7
Napa County Agreement No. 7191 PL Doc. No. 88840
EXHIBIT E-1
Count
y Holidays
Jan
uary 1 (New Year’s Day)
The third Monday in January (King’s Birthday)
The third Monday in February (President’s Day)
March 31 (Ceasar Chavez Day)
The last Monday in May (Memorial Day)
June 19 (Juneteenth)
July 4 (Independence Day)
The first Monday in September (Labor Day)
November 11 (Veteran’s Day)
The fourth Thursday of November (Thanksgiving)
The day following Thanksgiving
December 24 (Winter Holiday)
December 25 (Winter Holiday)
If
any of the above holidays fall on a Sunday, the holiday will be observed the following Monday, and if any falls on Saturday, it will be observed the preceding Friday.
ATTACHMENT 2