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ATCH 2 - Draft First Amendment to C2026-522

Napa City Council
April 7, 2026

Document
ATCH 2 - Draft First Amendment to C2026-522
Meeting
April 7, 2026
Body
Napa City Council
Original file
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Text extracted from the city's file for reading and search. Open the original on napacity.legistar1.com. That file is the official record.

AMENDMENT NO. 1 TO AGREEMENT NO. C2026-522
Parking Structure Feasibility Study
City Budget Code: _22140700-53210__
This Amendment No. 1 (“Amendment”) to City Agreement No. C2026-522, entitled Parking Structure Feasibility Study (“Agreement”), by and between the City of Napa, a California charter city (“City”), and Walker Parking Consultants/Engineers Inc., a Michigan corporation doing business as Walker Consultants (“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 18, 2026, for an amount not to exceed $223,195.00, pursuant to which Consultant agreed to perform certain services described in the Agreement (“Services”), generally including a Parking Structure Feasibility Study.

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:

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.

SCOPE OF ADDITIONAL SERVICES. Consultant will perform the Additional Services described in Exhibit “A” in accordance with the terms and conditions of this Amendment.

PAYMENT. City will compensate Consultant for satisfactory performance of the Additional Services in an amount not to exceed $47,605.00. The cumulative total compensation payable to the Consultant will not exceed $270,800.00 without prior written authorization from the City (based on $223,195.00 for the original Agreement and any prior amendments thereto, plus $47,605.00 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 WALKER PARKING CONSULTANTS/ENGINEERS INC., a Michigan corporation dba Walker Consultants By: By:

Steve Potter, City Manager James A. Orchard, CFO / Senior VP By:

Robert E. Stanley, VP / Managing Director
Date:
(“Effective Date”)
COUNTERSIGNED:

APPROVED AS TO FORM:

EXHIBIT “A”

SCOPE OF ADDITIONAL SERVICES AND SCHEDULE OF PERFORMANCE The Consultant will perform the Additional Services described below, within the specified times:

Walker will include the Sullivan Lot study as part of the Phase 1A – Feasibility Analysis and Site Selection portion of the project. Phase 1B – Preferred Site Schematic Framework would remain the same since a single concept would be selected for further development.

Phase 1A - Feasibility Analysis and Site Selection
Largely the tasks identified in the proposal
Conceptual layouts - we can reduce the design scope to keep them high-level and test-fit with example parking structures to illustrate what the concepts may look like Targeted stakeholder engagement - refine what that looks like to keep it valuable and tight. Idea could be:

Site walk at beginning of project with downtown association and invite merchants Follow up online focus groups on progress
Community open house
End would be the preferred site recommendation for City Council Phase 1B - Preferred Site Schematic Framework
Single-site schematic. Not 30% design but includes items such as:

Parking layout/ target stall count
Preferred massing, building envelop and height assumptions Structural bay strategy (bay, ramp)
Access and circulation diagrams
Functional and operational requirements
Add on assumptions (retail, EV, solar, etc)
Cost model with construction cost range, soft cost, escalations, cost per stall, optional add-ons (EV, solar etc) Capital stack memo evaluating potential funding sources Amendment 1 to Agreement Page 2 of 3 Form 2.2.1 (2022-11-10) Parking Structure Feasibility Study
ATTACHMENT 2

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