AMENDMENT NO. 1 TO AGREEMENT NO. C2025-798
On-Call Traffic Control & Safety Services
City Budget Code: Various
This Amendment No. 1 (“Amendment”) to City Agreement No. C2025-798, entitled On-Call Traffic Control & Safety Services (“Agreement”), by and between the City of Napa, a California charter city (“City”), and City Rise, LLC, a California limited liability company (“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 February 13, 2025, for an amount not to exceed $200,000 each fiscal year, and not to exceed a combined total of $600,000, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including designing site-specific traffic control plans and providing traffic control services.
City and Consultant desire to amend the Agreement to increase the compensation so that the Consultant may continue providing Services in accordance with the terms of the Agreement.
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.
2. AMENDMENT. Section 2.1 of the Agreement (“Payment”) is hereby amended by deleting the existing language in its entirety and replacing it with the following:
Payment.
A. City shall pay Consultant as compensation for satisfactory performance of the Services in an amount not to exceed $1,500,000 (based on $600,000 for the original Agreement, plus $900,000 for this Amendment). The cumulative total compensation payable to the Consultant will not exceed $1,500,000 without prior written authorization from the City. Consultant will be compensated in accordance with the rates and charges in Exhibit “B.” Consultant will not be entitled to any compensation for additional services performed without the City’s prior written consent, or which exceed the scope of the City’s written consent.
COMPENSATION RATES AND CHARGES. The Agreement is hereby amended by including Exhibit “B”, attached hereto and incorporated herein by reference, which was inadvertently omitted at the time of execution of the original agreement.
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 City Rise, LLC, a California Limited Liability Company
By: By:
Steve Potter, City Manager Mariano Pacheco, President
By:
Rene Finney, Chief Financial Officer
Date:
(“Effective Date”)
COUNTERSIGNED:
Erika Leahy, City Auditor
APPROVED AS TO FORM:
Christopher Diaz, Interim City Attorney
Amendment to Agreement Page 2 of 3 Form 2.2.1 (2022-11-10) On-Call Traffic Control & Safety Services
ATTACHMENT 1