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1 EXHIBIT G
TERM SHEET FOR MAINTENANCE AND USE AGREEMENT
Parties
The City of Napa (“City”) and
Coombs Street
LLC, a California limited liability company,
(“Developer”)
and their respective successors
and assigns.
1 Improvements Subject to Agreement
New Plaza Improvements
;
Brown Street Corridor Improvements
;
Main Street Drop Off Improvements
; and the
9/11 Memorial Garden Improvements;
Collectively herein the “Improvements”.
Term
The term of the Maintenance and Use
Agreement shall
commence on the
acceptance
of the Improvement by the City but no later
than the
date of the
issuance of the
first
certificate of occupancy
for any portion of the
Project
and shall continue in perpetuity unless
terminated by written agreement of the
Parties.
Developer’s Responsibilities
Maintenance and Use Agreement shall
provide for Developer’s responsibilities for
the
maintenance, repair, and replacement of
the Improvements installed by Developer in
accordance with the Development Agreement,
the Project Approvals, and all applicable laws
including the American’s with Disabilities
Act and Title 24 of the California Build
ing
Code. The Agreement shall provide
, among
other things,
specific landscaping and
hardscaping responsibilities and standards for
the maintenance, repair and replacement of
Improvements
.
Maintenance and Repair Standards
Maintenance, repair, and replacement
of the
Improvements
will be at or above industry
1 Maintenance and Use Agreement will be recorded against the Property and will be binding on Developer’s successors in
interest to the Property
.
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2 standards for improvements related to a
Upper Upscale hotel and will be in
compliance with City standards
which
includes, without limitation maintaining
asphalt
pavement at a
n appropriate
P
avement
Condition
I
ndex (PCI)
mutually agreed to by
the parties
.
City’s Right to Perform Maintenance and
Repair
; Lien for City Costs
In the event that the Developer fails to repair,
periodically inspect, maintain in good
working condition, care for and, if and when
necessary, replace the Improvements, as
solely determined by City, the City may
, but
is not obligated to,
enter upon the
p
roperty
and take whatever steps it deems reasonably
necessary to maintain, repair, periodically
inspect, care for, and replace such
Improvements, or to contract for the
correction of such deficiencies, after written
notice to the Developer
and opportunity t
o
cure
.
The Developer agrees to reimburse the City
within 60 days of the date of a notice
identifying all charges and costs incurred by
the City for such maintenance, repair and
replacement work. Until so paid, the City
shall have a lien on the Site for the amoun
t of
such charges or costs
incurred by the City
;
provided, however for the period of time
under the TOT Agreement that the City is
reimbursing the Developer for Costs Eligible
for Reimbursement,
the City can elect to
deduct such costs from the TOT payment
due
to the Developer under the TOT Agreement
.
Use
The Improvements will be available for use
by the public at all times subject to the need
for Developer to close of areas to perform
maintenance and repair work.
Subject to
Developer obtaining any required permits
including without limitation a Special Event
Permit:
Developer has the right to exclusive
use of the New Plaza for up to 6 times per
year upon reasonable notice to the City
and
the City’s pre
-
approval of the dates/times;
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3 and i
n addition, Developer
can apply for
applicable City permits to hold special events
to exclusively use the New Plaza.
The City
shall also have the right to hold City events in
the New Plaza such as the Lighted Art
Festival
upon reasonable notice to the
Developer
.
The Agreement shall provide for
the ability of the Developer to provide alcohol
service in the area of the Improvements if
allowed by the State of California
and if
Developer obtains any required permits
.
Indemnification
Develop
er will
indemnify, defend and hold
City, its
elected and appointed officials,
officers, agents and employees, free and
harmless from and against any and all suits,
actions, causes of action, claims, losses,
expenses, liability and damages (including
reasonable attorneys
’
fees and costs), arising
out of or incurred in connection with
Developer’s maintenance, repair, and
replacement obligations under
the
Maintenance and Use
Agreement and/or from
the intentional or negligent acts or omissions
of Develo
per or of any of their officers,
agents, or employees, except to the extent of
the negligent acts or omissions of
City or any
of its officers, agents or employees. City
will
indemnify, defend and hold Developer, its
officers, agents and employees and the
Property free and harmless from and against
any and all suits, actions, causes of action,
claims, losses, expenses, liability and
damages, arising from the breach of th
e
Agreement by City and from the intentional
or negligent acts or omissions of City or an
y
of its officers, agents or employees,
except to
the extent of the negligent acts or omissions
of
Developer or any of its officers, agents or
employees.
Insurance
Developer’s obligations to provide insurance
coverage will be the same as set forth in
Article X of the Development Agreement
.
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