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The city of Napa, long ignored by wine country visitors, is fast reinventing itself. Now there's plenty of reason to linger.

NAPA -- More than 5 million tourists a year visit the Napa Valley, and 95 percent of them blast right past the region's commercial center on Highway 29 without so much as a sidelong glance.

Those who do venture into the city of Napa often as not make a beeline for the Visitor Information Center in the Town Plaza shopping mall, right next to a not-so-scenic parking garage.

"They ask, 'Where are the wineries?' and head right back out of town," laments Craig Smith, executive director of the Napa Downtown Association, which hopes to see that situation turned around.

It shouldn't be long: The tide already is turning in once-sleepy Napa town -- and a tsunami of a tide it is. Now under way are a bevy of projects that within three years will see a revitalized riverfront become the focus of a downtown historic district sure to loom large on the tourist map.

Didn't know Napa even had a river? Sure it does: The Napa River, close enough to San Francisco Bay to experience 8-foot tides, was once the scene of heavy steamboat traffic, and even today sees the occasional small cruise ship glide by.

The river also is subject to flood -- which is why, two years ago, voters approved Measure A -- a $240 million flood-control project financed by a half-cent sales tax increase. Diverse community groups have rallied around the innovate plan, which has been lauded for its environmental sensitivity.

Instead of controlling the river through a traditional system of reservoirs, dams and concrete embankments, the "living river" design will see the river channel widened, terraced levees built and a dry bypass constructed to redirect high water when the river rises to flood stage. Three bridges in downtown Napa and several more upstream will be rebuilt or replaced to accommodate the broadened stream, and dozens of businesses and residences in the path of the construction will be relocated. (Among them: Chanterelle, a popular restaurant on Soscol Avenue; and almost a mile of adjacent railroad track serving the Napa Valley Wine Train.)

"It's a model project in the nation for a more natural river, a softer design that allows for natural inundation in certain areas," explained Jennifer Louks, redevelopment/economic analyst with the City of Napa.

For more information: Call the Napa Downtown Association, (707) 257-0322, or visit www.napavalley.com. Another helpful site is www.napavalleyonline.com. The revitalized riverfront will include public plazas, riverside promenades, boat docks and other venues geared to redirect residents and visitors alike to downtown. Work that began in August will take seven years to complete.

"We're definitely experiencing a renaissance, if you will," said Louks. "Instead of downtown properties turning their backs on the river, the river is becoming their front door."

If a redefined downtown isn't enough to get both residents and tourists excited, the American Center for Wine, Food and the Arts surely will: The $70 million center, going up on a 12-acre, riverfront site, opens in fall 2001 and is expected to draw 300,000 people a year.

Meanwhile, at the corner of Fifth and Main streets, the chic new Napa River Inn is the cornerstone of the Napa Mill and Hatt Market, biggest historic restoration project ever undertaken in Napa. In the center of town, plans are underway for a redesign of Town Plaza, a central gathering place dominated by a 1970s-era, problem-plagued clock tower that will be replaced with something more pleasing to the eye. Veteran's Park also will get a face-lift, including a new amphitheater with a direct relationship to the river. And on Main Street between First and Pearl, the 1879 Napa Valley Opera House -- renamed the Margrit Biever Mondavi Opera House Theatre in honor of its main benefactress -- is being restored by a nonprofit group and will open within a couple of years as an elegant performing arts venue.

The momentum also has inspired a crop of new downtown restaurants and the promise of hundreds of new hotel rooms.

"Measure A is serving as a catalyst for redevelopment of all kinds of properties that historically have not taken advantage of their riverfront location, because historically they were subject to flooding," explained Louks. "With the future guarantee that they will be protected, folks are coming in and investing money on renovation."

Napa's charismatic potential was tested last summer with an expanded Friday-evening event called Chef's Market, featuring food and wine tastings from Napa Valley restaurants and wineries, cooking demonstrations food and crafts booths, produce from regional farmers, music stages and family entertainment. It proved wildly successful, drawing up to 5,000 revelers on each of 20 consecutive Friday nights.

Now, with pile drivers slamming and bulldozers scraping along the riverbank, the best place to get a sense of what's to come is at the Napa Mill, in the 1884 Hatt Building on a bend in the river just east of downtown.

Built in 1884 by steamboat captain Albert Hatt as a feed mill and grain business, the building complex, which is on the National Registry of Historic Places, is being turned into what developers are calling a "specialty urban marketplace." Beginning next year, an outdoor farmers market will operate seasonally, while an indoor public market featuring specialty foods and wares will operate year round. A fine dining restaurant, Toulon, will open on the waterfront, and an outdoor Riverfront Plaza will serve as a public gathering space. The complex will be connected to downtown and the new American Center by a landscaped riverfront promenade.

Already up and running are Geezer's Grill, a casual eatery that relocated from another downtown location; and Sweetie Pie's Bakery, both serving guests of the new Napa River Inn. An upscale boutique property to have 66 rooms and a conference center spread between the Hatt Building and two annexes, the inn opened its first phase last summer and is targeting business travelers during the week, leisure travelers on weekends. Its final 32 guest rooms are under construction in a new building next to the Market Hall.

The new inn offers traditional decor with modern conveniences, along with some quirky history. Built of bricks made of clay dredged from the adjacent river, the Hatt Building featured a second-story roller rink that later saw use as a dance hall, basketball court and armory. The rink's bird's-eye maple floor, restored to a golden luster, has been incorporated into a second-floor lounge and conference room. The flooring of the inn's signature guest room, the Hatt Suite, meanwhile, is made of maple salvaged from the gymnasium of the old Napa High School. Guest room decor throughout the inn is traditional, but with bright colors and nautical touches tying the site to the river and its steamboat past.

Seismic reinforcement of the historic building -- including its original, exposed brick walls -- had just been completed when a 5.2 earthquake struck Napa on Sept. 3. "We didn't expect it to be tested so soon," Nancy Lochmann, the hotel's general manager, said with a wry smile.

A few hairline cracks, quickly repaired, were the building's only evidence of the quake that caused as much as $50 million of damage in the Napa Valley, most of it residential.

A few blocks away, a rippling roofline gives a hint of things to come at the American Center for Food, Wine and the Arts, meant to be a defining destination for downtown Napa and the California wine industry. Cradled in an oxbow of the Napa River, the 80,000-square-foot Center is architecturally designed to incorporate water views. "Across the river is a wildlife refuge: It will serve as a backdrop to our concert series," said Kerry Evans, spokeswoman for the Center.

Facilities at this nonprofit cultural museum and educational center will include an outdoor concert terrace, a theater for small musical performances, 3 1/2 acres of gardens, 13,000 square feet of exhibition space and facilities for films, seminars, lectures, culinary demonstrations, wine tastings and workshops.

The Center's 75-seat presentation dining room has been named for Julia Child. "It's the first time Julia's lent her name to anything like this," said Evans. "She's really involved."

On any given day, promoters say, visitors to the Center will be able to attend a cooking demonstration, learn how grapes are grown, attend a film or lecture, tour the exhibitions, participate in a wine tasting class and enjoy a live concert.

All of which will add considerably to the appeal of a town that, more than 150 years after its founding, finally is coming of age.

"This is going to be something else for Napa," the Downtown Association's Smith said of the anticipated impact on this city of 70,000. "Napa hasn't been a big destination like St. Helena or other town Up Valley. We hope to become that."


Travel wise: Napa

Getting there: From Sacramento, take Interstate 80 west to the second Highway 12 exit (just after exit for Interstate 680). Follow Highway 12 nothwest to its intersection with Highway 29; turn right and follow Highway 29 into town. Take the Second St. exit east to reach the downtown area. Follow the signs to the Visitor Information Center at Napa Town Center; or to the Napa Downtown Association at 1556 First Street, where you can get maps and brochures.

Places to stay: The town of Napa boasts numerous bed-and-breakfast inns and small hotels, among them:

*1801 Inn, 1801 First St.; (707) 224-3739.

*Beazley House, 1910 First Street; (800) 559-1649.

*Blue Violet Mansion, 443 Brown St.; (800) 959-2583.

*Cedar Gables Inn, 486 Coombs St.; (800) 309-7969.

*Churchhill Manor, 485 Brown St.; (707) 253-7733.

*Hennessy House, 1727 Main St.; (707) 226-3774.

*Inn on Randolph, 411 Randolph St.; (707) 257-2886.

*La Belle Epoque, 1386 Calistoga St.; (707) 257-2161.

*McClelland-Priest Inn, 569 Randolph St.; (707) 224-6875.

*Napa Inn, 1137 Warren St.; (800) 435-1144.

*Napa River Inn, 500 Main St., Napa Mill; (707) 251-8500.

*Old World Inn, 1301 Jefferson; (800) 966-6624.

*Embassy Suites Napa Valley; (800) 966-6624.

*Best Western Inn at the Vines, 100 Soscol Ave.; (707) 257-1930.

*La Residence Country Inn, 4066 St. Helena Highway; (800) 253-9203.

*Best Western Elm House Inn, 800 California Blvd., (707) 255-1831.

*Travelodge, Second and Coombs, (707) 226-1871.

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