Amendment 2 to Agreement Page 1 of 3 Form 2.2.1 (2022-11-10) EIFD Implementation and Economic Development Advisory Services AMENDMENT NO. 2 TO AGREEMENT NO. C2022-287
EIFD Implementation and Economic Development Advisory Services
City Budget Code: 10040200-53210
This Amendment No. 2 (“Amendment”) to City Agreement No. C2022-287, entitled EIFD Implementation and Economic Development Advisory Services (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Kosmont & Associates, Inc., a California corporation dba Kosmont Companies (“Kosmont” or “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 December 27, 2022, for an amount not to exceed $39,500.00, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including assisting City staff in preparation of the EIFD’s annual report and developing an implementation plan specific to prioritized EIFD subareas. City and Consultant previously entered into Amendment No. 1 to the Agreement, effective June 20, 2023.
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 m odified 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 the Additional Services in an amount not to exceed $35,000.00. The cumulative total compensation payable to the Consultant will not exceed $90,000.00 without prior written authorization from the City (based on $55,000.00 for the original Agreement and any prior amendments thereto, plus $35,000.00 for this Amendment).
4. 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 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 ha ve the right, power, legal capacity, and authority to enter into and to execute t his Amendment on behalf of the respective legal entities o f Consultant and City. The parties agree that this Amendment may be executed and transmitted electronically and that electronic signatures shall have the DocuSign Envelope ID: E05953C2-1460-45C4-A900-86D5D8016969 Amendment 2 to Agreement Page 2 of 3 Form 2.2.1 (2022-11-10) EIFD Implementation and Economic Development Advisory Services 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 Kosmont & Associates Inc., a California corporation doing business as Kosmont
Companies
By: By:
Steve Potter, City Manager Ken K. Hira, President
By:
Kelly Aguilar, Secretary
Date:
(“Effective Date”)
COUNTERSIGNED:
APPROVED AS TO FORM:
DocuSign Envelope ID: E05953C2-1460-45C4-A900-86D5D8016969 January 12, 2024 | 2:03:32 PM PST
Amendment 2 to Agreement Page 3 of 3 Form 2.2.1 (2022-11-10) EIFD Implementation and Economic Development Advisory Services EXHIBIT “A”
SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF PERFORMANCE
The Consultant will perform the Additional Services described below, within the specified times:
Task 1: Due Diligence on City-owned Property Downtown
Kosmont will perform due diligence on City-owned properties deemed to have potential feasibility for future development (e.g., housing, blended-use, commercial). Due diligence activities are anticipated to include valuation (e.g., comparable sale analysis), evaluation of physical constraints, and other tasks as deemed relevant by Kosmont and City staff. Due diligence on certain City-owned properties may require outreach and discussion with neighboring property owners / developer partners, as it relates to the feasibility of potential future development on those properties . Kosmont will summarize findings from valuation analysis, constraints analysis, and other due diligence tasks in PowerPoint format.
Task 2: Presentation of Due Diligence Findings to City Council Kosmont will collaborate with City staff for preparation and presentation of due diligence findings and potential disposition alternatives to City Council as directed by City staff and agreed upon by Kosmont.
Task 3: Implementation
Pursuant to Council feedback and direction, Kosmont will perform tasks related to implementation of the preferred property disposition plan, including SLA compliance tasks (e.g., preparation and distribution of a Declaration of Surplus Property, Notice of Availability, other required documentation), property owner / developer negotiations, and public-private transaction-structuring related to potential project components, such as structured parking improvements.
Future / Additional Tasks
Kosmont will perform additional tasks related to EIFD implementation as directed by City.
DocuSign Envelope ID: E05953C2-1460-45C4-A900-86D5D8016969