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Backup Documents 03/11/2025 Item #16F 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 4 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office 1 )1)9 ��l /1 4. BCC Office Board of County Commissioners (55) ON )(1 z fz5 5. Minutes and Records Clerk of Court's Office 4!� 796- PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing informatio Name of Primary Staff Cherie DuBock/EMS Phone Number 239-252-3756 Contact/ Department Agenda Date Item was 3/11/2025 Agenda Item Number 16.F.I N Approved by the BCC Type of Document Safe Haven Baby Box Lease and Service Number of Original 1 Attached Agreement _ Documents Attached PO number or account PLEASE EMAIL TO number if document is BRUCE.GASTINEAU@ ✓ to be recorded COLLIERCOUNTYFL.GOV INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? CD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed ✓ by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's ✓ signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 3/li and all changes made N/A is not during the meeting have been incorporated in the attached document. The County '114 an option for r Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials attorneyof verifying that the attached document is the version approved by (the � N/A is not BCC,all changes directed bythe BCC have been made, and the document is readyfor the 1� an o ±or Chairman's signature. this I I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16F4 LEASE AND SERVICE AGREEMENT THIS LEASE AND SERVICE AGREEMENT("Agreement") is made and entered into effective this I f ' day of , 2025, by and between Safe Haven Baby Boxes, Inc., an Indiana nonprofit corporation ("SHBB") and the Board of County Commissioners of Collier County,Florida("County"or"Provider") (collectively referred to as the"Parties"). RECITALS WHEREAS, SHBB is a nonprofit educational organization that provides information and services related to child welfare,safe haven laws,initiation and implementation of newborn safety devices("Safety Device"), and awareness related to preventing child abandonment; and WHEREAS,Provider desires to install a Safety Device on Provider's premises and SHBB wishes to lease a Safety Device to Provider at Provider's premises as defined herein; and WHEREAS, Florida Statute §383.5,the Safe Haven Law,provides certain protections by way of limited immunity for safe haven sites and their staff; and WHEREAS, Provider desires to lease a Safety Device from SHBB and have it installed on Provider's premises (the"Premises"); and WHEREAS, SHBB is agreeable to placing a Safety Device on the Provider's premises and undertaking certain services in relation thereto;and WHEREAS,Provider has consulted its legal,financial,and insurance related advisors and has confirmed that its location and operation is acceptable under the laws and regulations of its jurisdiction for the placement of a Safety Device. NOW, THEREFORE, for and in consideration of the foregoing recitals which are incorporated by reference and made a part of this Agreement, the mutual terms and promises contained herein and for other good and valuable consideration,the Parties agree as follows: Section 1. Installation. SHBB shall provide to Provider one (1) Safety Device for installation by Provider on the Premises located at EMS Station 76, 790 Logan Boulevard, Naples, Florida 34119. Delivery of the Safety Device shall be at the expense of the Provider. } SHBB has the option at any time to oversee the installation of the Safety Device and advise as to installation on the appropriate placement to maximize awareness and implementation of its educational objectives as set forth in this Agreement and on the operation of and protocols for the Safety Device. SHBB and Provider agree to cooperate with respect to the appropriate third-party contractors for the placement of the Safety Device and to ensure that such third-party has the appropriate skill and knowledge for constructing improvements to Provider's facility, subject to Provider's public agency competitive procurement requirements. Provider is to pay for all 16F4 installation costs and expenses for labor and/or materials. Provider is responsible for compliance with all applicable federal, state, and municipal or local laws, rules, and regulations,and all laws, rules, and regulations pertaining to permitting requirements for the installation of the Safety Device. Provider further agrees to abide by the policies and procedures for installation,operation, and maintenance of the Safety Device as outlined in Exhibit"A" (the"Policies and Procedures") of this Agreement, which is hereby incorporated herein and made a substantive part of this Agreement by reference. Section 2. Services by SHBB. SHBB shall provide annual services related to the performance of this Agreement. Such services shall include: A. Providing educational materials to Provider and policies and procedures relating to the maintenance of the Safety Device to Provider; B. Operating a toll-free phone number for the general public to utilize in emergency situations involving abandoned children or issues related thereto; C. Educating emergency services personnel related to use of the Safety Device; D. Providing educational information to the general public regarding the location and awareness of the Safety Device at the Provider's facility as well as other educational resources related to child welfare advocacy and safe haven law awareness; E. Provide at minimum an annual inspection and perform maintenance on the Safety Device; and; F. Exclusively repair or replace parts if/when the Safety Device is malfunctioning at the expense of Provider as set forth under Section 4 of this Agreement and as otherwise provided in this Agreement (collectively Subsections A-F hereinafter referred to as the "Services"). Section 3.Lease and Service Term.The term of this Agreement shall be for five(5)years ("Term") and shall renew for successive five (5) year terms upon the mutual agreement of the parties to the terms, fees, and conditions, unless terminated in accordance with the terms of this Agreement or as otherwise agreed to by the Parties. Section 4. Consideration. In consideration for leasing the Safety Device and providing the Services described under Sections 1 and 2 above, Provider agrees to pay SHBB an initial fee of Fifteen Thousand and 00/100 Dollars ($15,000.00), unless otherwise agreed to by the Parties under Section 3 of this Agreement. Provider shall pay a renewal fee of Five Hundred and 00/100 Dollars ($500.00) for each successive Term under this agreement, due within thirty (30) days of the start of each successive Term. Additionally,Provider shall pay an annual fee of Five Hundred and 00/100 Dollars ($500.00) and other associated expenses as determined from time to time by Lease and Service Agreement 2 16F4 SHBB on January 1 of every year that this Agreement is in force.The foregoing fees and expenses include but are not limited to the services and expenses listed in the Services, Fees, and Expenses Schedule attached hereto as Exhibit"B" which is hereby incorporated herein made a substantive part of this Agreement by reference. Any fees and expenses not currently listed in Exhibit"B,"as well as any proposed increase to listed fees and expenses set forth in Exhibit B",shall be presented by SHBB to Provider in writing at least thirty (30) days prior to January lst for each year that the Agreement is in force. Section 5. Obligations of Provider. In addition to any and all other obligations of the Provider set forth herein,Provider shall: A. Follow all policies and procedures governing the use of the Safety Device as provided by • SHBB, which may change from time to time. SHBB shall provide at least thirty (30)days prior written notice to Provider for any changes or additions to its policies and/or procedures.Provider shall have thirty(30)days to review any changes to the policies and/or procedures relating to this Agreement (including any increase to the fees and expenses referenced above in Section 4) and to notify SHBB if Provider accepts such updated/new policies/procedures. If Provider does not tender written Notice to SHBB that it does not agree to the new changes within thirty (30) days of receipt of same, then Provider agrees to said changes and any such changes shall become a substantive part of this Agreement. Provider and SHBB agree to negotiate any rejected changes or additions to the extent possible. Any revised changes or additions to the policies and/or procedures must comply with the then current laws of the State of Florida. For any rejected changes/additions to the policies and/or procedures arising herein or relating to this Agreement that cannot be negotiated/agreed to after a good faith attempt to do so, the pre-existing version shall remain in effect or this Agreement may be terminated. Such policies and procedures are { included as Exhibit A to this Agreement and, by way of Provider's signature hereto, shall } evidence Provider's acknowledgment and receipt of the Policies and Procedures. B. Provider agrees to comply with Florida and Federal law pertaining to the operation, maintenance, installation, and removal of the Safety Device. C. Provider agrees to maintain the Safety Device in good working order, the costs of which are to be borne by Provider. D. Provider agrees to not change, add to, subtract from, alter, rebrand, or otherwise modify • the Safety Device and accompanying signage as set forth in Exhibit A in any manner whatsoever without the prior written approval of SHBB. E. Provider agrees to use best efforts to prevent any third parties from adding to, subtracting from, altering, rebranding, or otherwise modifying the Safety Device and accompanying materials/signage as set forth in Exhibit A in any manner whatsoever without prior written approval by SHBB. Lease and Service Agreement 3 CAO 16F4 F. Provider agrees to immediately notify SHBB of any damage, alteration, and/or modification to the Safety Device. G. Provider shall refer to the Safety Device as a"Safe Haven Baby Box"or"Baby Box." H. Subject to the limitations of Florida Statutes, Section 768.28, Provider agrees to accept liability for any and all damages attributed to any and all unapproved alterations and/or modifications to the Safety Device made by Provider and any and all damages attributed to unapproved alterations and/or modifications to accompanying parts of the Safety Device, including required signage/materials made by Provider. Subject to the limitations of Florida Statutes, Section 768.28,Provider agrees to accept liability for modifications to the Safety Device which are the result of: its own actions,omissions, and/or failure to use best efforts to maintain the Safety Device in good working order or best efforts to prevent any modifications to the Safety Device by a third party. The foregoing representations by Provider shall not constitute a waiver of the Provider's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement by the Provider to indemnify the other Party for such other Party's negligent,willful, or intentional acts or omissions. I. Provider shall procure and maintain twenty-four(24)hour alarm monitoring of the Safety Device at all times in accordance with directions for the same from SHBB and shall confirm with SHBB that such service is acceptable. J. Should the alarm monitoring service be disconnected for any reason, or should the Safety Device malfunction in any other way, Provider shall immediately notify SHBB of said malfunction and shall secure the Safety Device and ensure it is not available for public use by locking its exterior door and removing all signage and material related to its use and functionality. Further, should the Safety Device malfunction, Provider agrees that it will post signage that the Safety Device is presently unavailable and Provider agrees that it will keep the Safety Device secured and closed to the public until SHBB approves the Safety Device to be reopened to the public for public use as a Safety Device. K. Provider agrees it shall not place or maintain a video recording device(s) in a manner that could view or monitor the outdoor exterior of the Safety Device during the Term or any successive terms under this Agreement and its component parts. L. Provider agrees that SHBB may, but is not required to, inspect the Safety Device at any time including, but not limited to: to ensure that it is in good working order, to ensure proper branding and signage is being displayed, and to conduct tests related to its functionality and monitoring and alarm systems. M. Provider shall bear the cost of operating,maintaining,removing,repairing and/or otherwise Lease and Service Agreement 4 CM) 16F4 modifying(modifications subject to approval of SHBB)the Safety Device. IT IS IMPERATIVE THAT ANY MALFUNCTION IDENTIFIED WITH RESPECT TO THE SAFETY DEVICE OR ANY DISCONNECTION IN THE SAFETY DEVICE MONITORING SYSTEM RESULT IN THE IMMEDIATE SECURING AND LOCKING OF THE SAFETY DEVICE SO THAT IT MAY NOT BE USED BY THE PUBLIC DURING THIS TIME PERIOD.FAILURE TO DO SO MAY RESULT IN A THREAT OF BODILY HARM OR DEATH TO AN INFANT PLACED IN THE SAFETY DEVICE DURING ANY PERIOD OF TIME IN WHICH THE SAFETY DEVICE IS MALFUNCTIONING OR NOT. Section 6.Representations and Warranties. A. Representations & Warranties of Provider. Provider represents and warrants that the undersigned is a duly acting and authorized agent of Provider who is empowered to execute this Agreement with full authority of Provider. Further, Provider has undertaken a reasonable investigation into the laws and regulations governing the applicable jurisdiction within which it intends to place the Safety Device and has confirmed that such placement and administration of the Safety Device does not violate any provision of any law, ordinance,governmental regulation,court order,or other similar governmental controls. B. Representation & Warranties of SHBB. SHBB represents and warrants that the undersigned is a duly acting and authorized agent of SHBB who is empowered to execute this Agreement with full authority of SHBB. Further, SHBB has full ownership of the Safety Device. SHBB represents and warrants that the Safety Device is fit for use and will operate as a Safety Device in accordance with Safe Haven for Infants Act, NMSA 1978 Section 24-22-1.1. C. SHBB REPRESENTS THAT THE SAFETY DEVICE IS NOT A MEDICAL DEVICE AND HAS CONFIRMED SUCH WITH THE FOOD AND DRUG ADMINISTRATION.SHBB REPRESENTS THAT THE SAFETY DEVICE IS NOT INTENDED AS A CONSUMER PRODUCT AND THUS IS NOT REGISTERED { WITH THE CONSUMER PRODUCT SAFETY COMMISSION. SHBB FURTHER REPRESENTS THAT THE SAFETY DEVICE IS NOT REGISTERED WITH THE FEDERAL TRADE COMMISSION AND/OR THE FEDERAL COMMUNICATIONS COMMISSION. SHBB REPRESENTS THAT THE SAFETY DEVICE IS NOT TESTED BY NATIONALLY RECOGNIZED TESTING LABORATORIES PROGRAM. Section 7. Insurance. Provider agrees to procure and maintain in full force and effect at all times during the Term of this Agreement and any renewals thereof,at its own cost and expense, a policy or policies of comprehensive commercial general liability insurance on an occurrence basis, in the amount of$1,000,000 per occurrence/$2,000,000 aggregate and a $2,000,000 limit umbrella coverage related to the Safety Device's placement and operation in or about Provider's Lease and Service Agreement 5 CA-0 16F4 facility against all loss, damage or liability for personal injury or death of any person or loss or damage to property occurring in upon or about the Safety Device during the Term of this Agreement and all extensions thereof. This insurance policy need not be a separate policy solely because of this Agreement but,rather,will be part of the Provider's general liability and umbrella policies. Section 8. Indemnification. Subject to the limitations set forth in Florida Statutes,Section 768.28, Provider agrees to defend and indemnify, protect and hold harmless SHBB, its officers, directors,employees,volunteers,independent contractors,agents,and all other persons and related entities thereof,against any loss,claim at law or equity,cause of action,expenses,damages or any other liability(collectively,"Claim")arising in relation to and to the extent of the Provider's gross negligence or willful or wanton misconduct, whether acts or omissions, in the installation, placement,removal,use,and maintenance of the Safety Device in,on,or about Provider's facility or premises. The foregoing indemnification shall not constitute a waiver of the Provider's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute agreement to indemnify SHBB for its grossly negligent, willful, or intentional acts or omissions. • Section 9. Termination. Provider may terminate this Agreement upon sixty (60) days prior written notice from Provider to SHBB.SHBB may terminate this Agreement upon sixty(60) days prior written notice from SHBB Provider. SHBB may also terminate this Agreement for any reason specified under Section 10,below In accordance with the terms of this Agreement,Provider and/or SHBB may terminate this Agreement on notice of a change of policies and procedures by { SHBB that Provider did not previously agree to after a good faith attempt has been made to negotiate the change or addition to the policies and/or procedures arising herein or relating to this Agreement; however, a required change of policy or procedure pursuant to compliance with a Florida State or Federal law shall not be grounds to terminate this Agreement. At the point of termination of this Agreement, Provider shall secure and lock the Safety Device and remove all signage provided by SHBB. Provider shall place new visible signage denoting that the Safety Device is not functional and that any person desiring to utilize the Safety Device should instead contact emergency services. If Provider removes the Safety Device, then it shall make arrangements with SHBB for its conveyance or retrieval to SHBB. SHBB shall not be obligated to remove the Safety Device; however, at any time after this Agreement has terminated, SHBB may,at its sole discretion,notify Provider that it intends to remove and recover the Safety Device. Under such circumstances,Provider agrees to cooperate with SHBB in the retrieval of the Safety Device,the expenses of which shall be borne by SHBB,so long as expenses do not exceed$500.00 and unless the termination of this Agreement was effectuated under Section 10 below, in which case the cost hereunder shall be borne by Provider. In any case of termination of this Agreement, Provider shall solely bear all cost and expense of removing and repairing the Premises. • Section 10. Remedies. A. Option to Cure.Any uncured breach of this Agreement by Provider, after written notice from SHBB to Provider and a thirty (30) day opportunity to cure, shall give SHBB the Lease and Service Agreement 6 16F4 option of immediately terminating this Agreement and retrieving the Safety Device from Provider's facility at Provider's own cost and expense. If Provider is notified by SHBB that the Safety Device is not properly functional or lacks monitoring required by this Agreement, then SHBB may order the Safety Device secured and locked until further inspection. Provider shall have thirty(30)days to cure any lack of monitoring or improper functioning of the Safety Device. Such time may be extended by any delay attributable to SHBB. If Provider does not cure any lack of monitoring or improper functioning of the Safety Device within the initial thirty (30) day period upon SHBB's review and report, Provider may have an additional thirty (30) days to cure any breach. If Provider fails to cure any breach of this Agreement after two(2)attempts to cure as set forth above, SHBB may terminate this Agreement if it concludes in its sole discretion that Provider has not upheld its obligations under this Agreement. Any breach of this Agreement by Provider which has not been cured by Provider within thirty (30) days after notice received from SHBB shall give SHBB the option of terminating this Agreement and retrieving the Safety Device from Provider's facility at Provider's own cost and expense. B. Attorney's Fees. Attorneys' fees, costs, and expenses shall be awarded to the prevailing party for any dispute relating to or arising from this Agreement. The term "Prevailing Party" shall include, without limitation, a party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement,judgment, or the abandonment by the other party of its claim or defense. Section 11. Ownership of Safety Device. Provider agrees and acknowledges that ownership of the Safety Device remains with SHBB and this Agreement is merely a services and lease agreement. Provider does not have any ownership interest in the Safety Device. Provider shall not lease, sell, or otherwise transfer the Safety Device during or after the term of this Agreement without the specific written consent of SHBB. Section 12.Disclaimer of Warranties. A. SI-111F1 has a policy of testing the Safety Device at its principal office prior to delivery of Safety Device to Provider in order to ensure it is functioning properly. SHBB also has a policy of testing the Safety Device once it is installed on the Premises to ensure it is functioning properly. SHBB's testing of the Safety Device is strictly limited to ensuring it } functions properly and is further limited by the limitations and disclaimers on all warranties, express or implied, set forth in this Agreement regarding disclaimer and limitation of warranties. B. SHBB IS ONLY THE ASSEMBLER OF THE SAFETY DEVICE AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OF ANY KIND, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION,QUALITY,PERFORMANCE OR NON-INFRINGEMENT OF THE E SAFETY DEVICE. WITH RESPECT TO SAFETY DEVICE, PROVIDER ACCEPTS IT "AS IS." THE SAFETY DEVICE SHALL BE SUBJECT TO ANY WARRANTIES PROVIDED TO PROVIDER BY THE SAFETY DEVICE Lease and Service Agreement 7 0,13 16F4 MANUFACTURER AND/OR AVAILABLE BY THE SAFETY DEVICE'S COMPOSITE PARTS. C. DUE DILLIGENCE BY PROVIDER. IF PROVIDER HAS NOT INSPECTED DEVICE AND CHOOSES TO,PROVIDER AGREES AND ACKNOWLEDGES THAT PROVIDER HAS THIRTY(30)DAYS FROM THE AGREED-UPON INSTALLATION DATE TO INSPECT THE SAFETY DEVICE AND ADVISE SHBB OF ANY OPERATIONAL DEFECTS, OTHERWISE ON THE THIRTY-FIRST (31sT) DAY PROVIDER AGREES AND ACKNOWLEDGES THAT PROVIDER HAS WAIVED SAID OPPORTUNITY TO PERFORM ITS OWN DUE DILLIGENCE AS TO ANY APPARENT OR LA VENT DEFECT(S)OR FAULT(S). (PROVIDER,BY: ,ITS ). D. IN ALL CIRCUMSTANCES, PROVIDER AGREES AND ACKNOWLEDGES THAT PROVIDER ACCEPTS, TAKES, AND/OR OTHERWISE LEASES THE SAFETY DEVICE CONTEMPLATED BY THIS AGREEMENT ON AN "AS-IS" AND "WITH ALL FAULTS"BASIS. E. SHBB neither assumes nor authorizes any other person associated or related by legal right, corporate entity, governmental entity, or any other entity associated or related by legal right to assume for it, or any other liability in connection with the use, maintenance, operation, or installation of the Safety Device nor this lease of the Safety Device. There are no warranties which extend beyond the terms of this Agreement, unless otherwise stated or provided for herein or by law via preemption.These warranties shall not apply to the Safety Device or improvements,restoration,repair,servicing, remodel,modifications, and/or any other construction work on the Safety Device,related to the Safety Device, or any other part thereof which has been subject to accident, negligence, alteration, abuse or misuse. SHBB makes no warranty whatsoever with respect to accessories or parts not supplied by it. Section 13. Notice. Any notices requests, demands, waivers and other communications given as provided in this Agreement will be in writing and will be deemed to have been given if delivered in person (including by Federal Express or other personal delivery service), or mailed by certified or registered mail,postage prepaid,and addressed to at the following addresses: Notice to SHBB: Safe Haven Baby Boxes CEO Monica Kelsey P.O. Box 185 Woodburn,IN 46797 Lease and Service Agreement 8 CAO 16F4 Notice to Provider: Deputy Chief of Administration Christian Quintana Emergency Medical Services Division Collier County BOCC 8075 Lely Cultural Parkway, Suite 267 Naples,Florida 34113 Any such notice sent by registered or certified mail,return receipt,shall be deemed to have been duly given and received seventy-two (72) hours after the same is so addressed and mailed with postage prepaid.Notice sent by recognized overnight delivery service shall be effective only upon actual receipt thereof at the office of the addressee set forth above, and any such notice delivered at a time outside of normal business hours shall be deemed effective at the opening of business on the next business day.Any party may change its address for purposes of this paragraph by giving notice to the other party as herein provided. Delivery of any copies as provided herein shall not constitute delivery of notice hereunder. Section 14. Assignability. This Agreement is binding and benefits the successors and assignees of the Parties,which includes any and all originations/entities or persons with which the Parties may dilute, merge or consolidate, or to which it may transfer substantially all of its assets or equity interests. The Parties shall not transfer or assign this Agreement, however,without the specific written consent of the other Party,which consent shall not be unreasonably withheld. Section 15. Governing Law/Jurisdiction. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of Florida and Florida courts. Should any dispute arise out of or relating to this Agreement and any of its incorporated parts, Parties agree that said dispute may exclusively be litigated in Florida state or federal courts. Each Party agrees and acknowledges that any term not defined herein shall be construed to have its every-day, contextual meaning as defined in the latest editions of the Merriam Webster Dictionary, and if a legal term, Black's Law Dictionary; and should any term, condition, or provision of this Agreement be deemed vague,ambiguous,or confusing,it shall not be construed in favor of either Party. Section 16. Integration/Entire Agreement. This Agreement, along with the attached Exhibits hereto represents the entire expression of the final agreement of the parties and supersedes all previous and contemporaneous communications or agreement regarding the subject matter hereof.Provider by its signature below hereby acknowledges that Provider agrees to be bound by the terms and conditions and policies and procedures set forth in this Agreement as may be updated from time to time and agreed to in accordance with the terms of this Agreement. Any additional { terms or conditions contained in purchase orders or other forms not incorporated into this Agreement are expressly rejected by Provider and shall not be binding,unless Provider agrees to them in a writing signed by both Parties. Section 17. No Oral Modification. No change, modification, extension, termination, or waiver of this Agreement or any of its incorporated documents or parts, or any of the provisions contained,will be valid unless made in writing and signed by duly authorized representative of the Parties. Lease and Service Agreement 9 CA. 16 F4 Section 18. Waiver. No waiver of any of the provisions of this Agreement shall be valid and enforceable unless such waiver is in writing and signed by the Parties to be charged and,unless otherwise stated, no such waiver shall constitute a waiver of any other provision or a continuing waiver. Section 19. Severability. In the event that one or more of the provisions of this Agreement shall become invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not be affected as a whole. Section 20. Time of the Essence. The Parties expressly recognize that time is of the essence in the performance of their respective obligations under this Agreement and that each Party is relying on the timely performance by the other Party and will schedule operations and incur obligations to third parties in reliance upon timely performance by the other Party. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed and be effective on the date first written above. Safe Haven Baby Boxes,Inc. By: UM Monica Kelsey, nder/CEO Safe Haven Baby Box, Inc. Provider: ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, Clerk of the Circuit Court and Ex-Officio Clerk of the Board of County Commissioners of Collier County,Pi6rida ' • By: By: n/l Crys I Mtge' Burt L. Saunders, Chairman Attest as 'e itrran's signature only pro ed as to f d legality: Sc R. Teach, Deputy County Attorney Lease and Service Agreement 10 16F4 EXHIBIT A SAFE HAVEN BABY BOXES, INC. POLICIES AND PROCEDURES I. Purpose: A. Safe Haven Baby Boxes, Inc:s product is the Baby Box. A Baby Box is a safety device that permits a parent in crisis to safely, securely, and anonymously surrender his or her newborn. A Baby Box is installed in an exterior wall of a designated fire station or hospital. It has an exterior door that automatically locks upon placement of a newborn inside the Baby Box and an interior door which allows a medical staff member to secure the surrendered newborn from inside the designated building. II. Policies: A. A Provider is a Hospital, Emergency Medical Service Station, or Fire Station, staffed by an emergency services provider on a twenty-four (24) hour, seven (7) day a week basis and provides a legal location and maintenance for a Safe Haven Baby Box where a newborn may be dropped off consistent with Florida Statute, s. 383.50 by a person who wishes to relinquish custody of a newborn infant as defined by that Statute. B. The Baby Box is designed with three independent alarms and is activated: 1. When the door is accessed from the outside. 2. When the newborn is placed in the box and activates the motion sensor. 3. When electrical failure occurs to the Baby Box. III. Generic procedures when the Baby Box is Activated: A. Fire Station Emergency Personnel (EMSP), including Firefighters, EMT's, and Paramedics must perform the act of retrieving a newborn infant and taking said newborn infant into custody when he or she is voluntarily placed in a Box and the parent does not express an intent to return for the newborn infant.. B. EMSP who take custody of a newborn shall perform any act necessary to protect the child's health and safety. C. EMSP must respond every time an alarm is activated at the Baby Box to verify whether a newborn has been dropped off. D. Emergency personnel may access the Baby Box on the inside of the Provider's building. An alarm is activated to signal 911 when the door is opened, and the newborn may be inside the bassinet. E. Newborns will be evaluated by medical personnel at the location and immediately transported to the closest hospital for further evaluation. The CO 16F4 evaluation at the hospital may include screenings and examinations by physicians as necessary. F. EMS transporting newborn to hospital will notify the hospital personnel that this was a Safe Haven Baby Box newborn infant surrendered under Florida Statute, s. 383.50. G. The hospital supervisor will notify the appropriate state agency and have a social services consult order placed. IV.Additional Procedures for designated Providers: A. All Baby Boxes must be leased from Safe Haven Baby Boxes, Inc. and may not be re-sold.All Baby Boxes shall remain the property of Safe Haven Baby Box, Inc. throughout each and every Term of any Agreement between Provider and Safe Haven Baby Box, Inc. B. To support the education of,and to avoid confusion in the market, the Baby Box may not be rebranded or called anything but a"Safe Haven Baby Box", a"Baby Box", or referred to as a "Box". C. Each Provider will maintain uniform signage purchased from Safe Haven Baby Boxes, Inc. at its own expense. Any additional signage must have prior approval from Safe Haven Baby Boxes, Inc. D. The Baby Box will be delivered in accordance the following: Initial fee has been paid to Safe Haven Baby Boxes. ii The Provider location is able to agree to install, test, train personnel, and schedule the unveiling/blessing within sixty(60) days of receipt of the Baby Box. iii Provider understands delivery of the Baby Box will be scheduled approximately 8 weeks after payment is received and with mutual agreement of the installation and unveiling I blessing dates. E. The Baby Box will not be announced to the public or otherwise discussed with third parties or go "live" prior to the official unveiling/blessing of the Baby Box. The unveiling/blessing date must be agreed upon between only the Provider and SHBB prior to"going live". F. The"Go-Live"date will be determined after the following: Installation is completed and the alarm system is ready for testing. ii Seven consecutive days of successful alarm testing is completed. The first day of testing must be completed with the appropriate SHBB personnel present either over the phone or via video streaming. iii Training of staff is completed via online certification and in-person by SHBB. iv Final Inspection is completed. G. Each Provider must maintain security monitoring at its own expense and may not turn off security monitoring without giving Safe Haven Baby Boxes, Inc. sixty (60) days'notice. If a Provider has the service discontinued without Safe Haven Baby Boxes, Inc.'s knowledge, the location is subject to liability. ii Pending notice or drop of security monitoring, Safe Haven Baby Box, Inc. will uninstall the non-conforming location. CAO 16F4 H. Each Provider will provide medical information and a copy of parents' rights located in a bag inside the Baby Box. The bag is to be placed on the medical bassinet and leaning against the outside door. I. Each Provider must test the security/alarm system on the Baby Box at least once a week. Provider must keep a log or record of tests and submit the log or record to Safe Haven Baby Boxes, Inc. quarterly and upon the demand of Safe Haven Baby Boxes, Inc. The log or record shall list at least the name of the persons testing the Baby Box, the date tested, and the result of the test. A scanned copy of the alarm logs shall be sent to loes@safehavenbabvboxes.com J. Provider will ensure that no video monitoring will occur around the part of the building containing or facing the Baby Box. K. Provider must perform daily checks of the Baby Box to ensure: The presence of a clean fitted bassinet sheet and a blanket. ii The bassinet sensor has the green light only illuminated iii Heater fan is operating iv Alarm system is powered on and ready L. Provider must ensure a climate-controlled environment inside the Baby Box maintains a reasonable temperature for a newborn. M. Each Provider is responsible for training personnel on the use, features, and procedures of the Baby Box. Provider can contact Safe Haven Baby Box, Inc. for group training services. N. After retrieving a newborn from the Baby Box, the Provider must verify that the door to the Baby Box is secured and closed. O. After retrieving a newborn from the Baby Box, the Provider must reset the alarm system after deactivation. P. All safe surrenders are required to be reported to Safe Haven Baby Boxes, Inc. by phone at 260-750-3668 and to the Florid Department of Children and Families at 850-487-1111 within two (2) hours of the surrender. Q. In the event that the Agreement with Safe Haven Baby Boxes, Inc. is terminated for whatever reason, Provider is responsible for all costs and expenses of removing respective Baby Boxes at Provider location(s). R, Provider is to use best efforts to secure the integrity and good working function of the Baby Box at all times, including upon removal of any Baby Box,if necessary.Damage to Provider's leased Baby Box(es)is compensable to Safe Haven Baby Boxes, Inc. by Provider. Provider is to reimburse Safe Haven Baby Boxes, Inc. for any and all damage to the Baby Box during the } pendency of the Agreement and any termination or expiration of it. Any such reimbursements are to be sent within thirty(30)days to the name and address listed in the Notice provision of the Agreement. CAO is 16F4 V. Documentation(Documents&Forms): A. Documents 1. Weekly Safe Haven Baby Box alarm system checks 2. All Safe Surrenders by date and time By signing below, the undersigned agrees to the terms and conditions set forth in Exhibit A. Provider: Signature: Ag#,,,,,e1.-€0,1044.- Burt L. Saunders, Chairman Do : 3/ir /25 ATTEST• CYST ,4N L,C ' I A st as tq:chair'man's Si. 'Aire only fd 16F4 EXHIBIT B SAVE HAVEN BABY BOXES INC. SERVICES,FEES,AND EXPENSES SCHEDULE Initial Fee: $15,000.00 1. "Pre-installation" Services: a. Assistance with device location placement b. Administrative resources c. Consultation on programs d. Assistance with raising funds to support the cost of the box(optional) 2. Installation Services: a. Inspection of installation via pictures sent electronically b. Training to all emergency personnel 3. Post Installation Services: a. Marketing of the box b. 24/7 hotline available to the community c. Advertising of the box d. Efforts to support raising awareness on a local,state,and national level supporting the box in each community. Annual Fee: $500 1. Annual Fee Services a. Recertification of the box by an authorized SHBB technician b. Maintenance of box from expected use c. Unlimited repairs and parts replacement as a result of a malfunction and not as a result of negligence or vandalism. Term Renewal(every 5 years):$500.00 1. Beginning five(5)years after the date of the original signed contract and every five(5)years thereafter. OTHER COSTS TO CONSIDER NOT INCLUDED IN INITIAL FEE:(Estimated at$5,000-$7,500) *Fees vary based on location and/or services donated by local community members. The below items are estimates and not a guarantee of cost. 1. Delivery: Minimum$500.00. Cost based on location and transportation from Indiana. You can pick the device up at our Woodburn IN manufacturing facility to waive the delivery charge.(Must be pre- scheduled) 2. Installation:Labor and materials"$2,000-$3,500(Location may be able to get this donated) 3. Electrical and Alarm:hook up to internal alarm system(Internal alarm must go to 911 dispatch for use with the baby box)^'$1,200 4. Annual Alarm Service:Annual fee for monitoring^'$3o0 annually paid by location to Alarm Company 5. Permits or other requirements prior to construction. (varies) 6. Internal Camera(optional)$500.00. Box comes pre-installed with the Amazon BlinkTM camera and requires a third-party membership to activate. Location must have a Wi-Fl connection. *Alternatives may apply. Please contact SHBB for more information. SHBB Lease and Service Agreement ©2024 Safe Haven Baby Boxes CA 0