NCH Bus Stop/Shelter Maintenance Agreement Exhibit "B"
MAINTENANCE AGREEMENT
This Maintenance Agreement is entered into this 01,-) day of 0 a&t?j, . , 2015,
by and between Collier County, Florida, a political subdivision of the State of Florida whose
mailing address is 3299 Tamiami Trail East, Naples, FL 34112 (hereinafter referred to as the
"County"), and Naples Community Hospital, Inc. a Florida not for profit corporation, whose
mailing address is 350 7th Street N,Naples, Florida 34102 (hereinafter referred to as NCH").
RECITALS:
WHEREAS, NCH has granted an easement to the County for the purpose of building a
bus stop with a shelter; and
WHEREAS, the County builds and maintains all County bus stops with a uniform design
and set of colors; and
WHEREAS, NCH wishes the roof of the bus stop shelter on their campus located in the
easement depicted in the attached Exhibit"A", page 3 of 3 to conform to the color scheme of the
rest of their campus.
NOW, THEREFORE, in consideration of the covenants contained herein, the parties
agree as follows:
1. Subject to the issuance of any necessary Permits, County hereby grants to NCH the
right to repaint and maintain the shelter roof located in the easement depicted in Exhibit "A",
page 3 of 3 attached hereto.
2. NCH agrees to paint and maintain the shelter roof only (hereinafter referred to as
"the shelter roof") of the bus stop shelter of which an example is shown in Exhibit "C" attached
hereto; at its sole cost and expense. Maintenance shall be in accordance with County standards
and will include, but not be limited to, power washing the roof every six months unless high
usage warrants more frequent cleaning and repainting a minimum of every 5 years with needed
repairs and proper removal of rust prior to painting.
3. Should NCH fail to maintain the shelter roof, the County may provide notice to NCH
in writing, specifying the nature of the deficiency. Within ten working days following receipt of
such notice,NCH at its sole cost shall cause the appropriate repairs or cure to be effected. In the
event damage to, or failure to maintain the shelter roof results in a situation where public safety
is at risk, (1)NCH shall effect repairs within twenty-four hours of receipt of the County's written
notice, or(2)the County may, at its option, effect repairs to the shelter roof, without the need for
prior notice to NCH, and will promptly bill NCH for all actual costs incurred in effecting the
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repairs. NCH shall reimburse the County for such costs within thirty days of receipt of the
County's bill.
4. NCH, as Indemnitor hereunder, shall indemnify and save harmless the County, as
Indemnitee hereunder, including all employees of the County, from any loss or damages
Indemnitee may suffer as a result of claims, suits, demands, damages, losses, fines, penalties,
interest, expenses, costs, or judgments, including attorneys' fees and costs of litigation, against
the County arising out of NCH's maintenance of the shelter roof. The Indemnitee shall not
undertake to settle any lawsuit or threatened lawsuit that could give rise to Indemnitor's
obligation hereunder without the prior consent of Indemnitor, such consent to not be
unreasonably withheld.
5. The indemnity provided for by this Agreement will extend from the date of this
Agreement until such time as the parties hereto acknowledge in writing that NCH has ceased to
maintain the shelter roof as stated within this Agreement and the shelter roof has been restored as
set forth below, at which time, following receipt of NCH's written request, the County will
execute a release from indemnification in favor of NCH.
6. Indemnitee agrees to give Indemnitor written notice of any claims filed against the
County in connection with this Agreement, within thirty days of the date that County is aware of
such claim.
7. Unless terminated by mutual consent, in writing and signed by both parties, this
Agreement shall remain in full force and effect in perpetuity from the date first set forth above,
and shall be binding upon the parties and all their successors in interest. In the event this
Agreement is terminated by mutual consent, the color of the shelter roof will be repainted by
NCH to match the rest of the County bus stops whenever it becomes necessary to paint the
shelter roof for repairs or scheduled maintenance.
8. In the event either party hereto shall institute legal proceedings in connection with,
or for the enforcement of, this Agreement, the prevailing party shall be entitled to recover its
costs of suit, including reasonable attorney's fees, at both trial and appellate levels.
9. This Agreement may be recorded by the County in the Official Records of Collier
County, Florida. NCH shall pay all costs of recording this Agreement prior to the execution of
this Agreement. A copy of the Recorded Agreement will be provided to NCH.
10. This Agreement shall be governed by the laws of the State of Florida, and may not
be altered or amended in any way, save by written agreement signed by both parties.
11. The rights and obligations of this Agreement shall bind and benefit any successors
or assigns of the parties.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date first
above written.
AS TO COUNTY:
DATED: I D i 2-'2) I/S—
ATTEST:.,<<,` ' ., BOARD OF COUNTY COMMISSIONERS
DWI HT E. BR K,Clerk COLLIER COUNTY, FLORIDA
BY /l ��
f/a _
'ttest as to ch R �'. :Clerk Tim Nance,Chairman
'zicanature only .
AS TO OWNER: NAPLES COMMUNITY HOSPITAL, Inc.,
a Florida not for profit corporation
DATED: ? BY: e
Witness (Signature) Kevin D. Cooper, Chief of Staff
Name Print or Type) t
ness (Si a 1 e)
it )
l 'eA,3t. C. \\OCe-2—
Name (Print or Type)
Approved as to form and legality:
Jennifer A. Be1pe ' is> cos J
Assistant County Attorney p\\ '
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Exhibit "C"
Bus Stop Shelter
(example of design)
SHELTER ROOF x
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