Agenda 06/13/2023 Item #16B6 (To provide transportation services to adult persons with disabilities)16.B.6
06/13/2023
EXECUTIVE SUMMARY
Recommendation to approve the Assumption Agreement to the Transportation Coordination Agreement
between United Cerebral Palsy of Southwest Florida, Inc., and Collier County.
OBJECTIVE: To provide transportation services to adult persons with disabilities.
CONSIDERATIONS: Collier County is the Community Transportation Coordinator (CTC) responsible for
coordinating transportation services within the County. Sunrise Community of Southwest Florida, Inc. ("Sunrise")
formerly known as United Cerebral Palsy of Southwest Florida, Inc., and Collier County, as the CTC, entered into a
Coordination Agreement to support their use of Federal Transit Administration Section 5310 grant funds on July 8,
2014. The agreement formalizes the information required by Sunrise on an annual basis. Information to be provided
includes the annual operating report which the CTC is required to submit to the Commission for the Transportation
Disadvantaged, and Federal Transit Administration required drug and alcohol testing verification.
The proposed assumption agreement will address the following:
a. Update the Agency's name from United Cerebral Palsy of Southwest Florida, Inc. to Sunrise
Community of Southwest Florida, Inc.
FISCAL IMPACT: Approval of the Assumption Agreement ensures the Coordinated Contractor continues to be
eligible for Section 5310 grant funds.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and
legality and requires majority vote for approval. -JAK
GROWTH MANAGEMENT IMPACT: This action has no growth management impact.
RECOMMENDATION: To approve and authorize the Chairman to sign the Assumption Agreement to the
Transportation Coordination Agreement between United Cerebral Palsy of Southwest Florida, Inc., and Collier
County.
Prepared by: Omar De Leon, Transit Manager, PTNE Division
ATTACHMENT(S)
1. Assumption Agreement (PDF)
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16.B.6
06/13/2023
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.13.6
Doc ID: 25325
Item Summary: Recommendation to approve the Assumption Agreement to the Transportation Coordination
Agreement between United Cerebral Palsy of Southwest Florida, Inc., and Collier County.
Meeting Date: 06/13/2023
Prepared by:
Title: Planner, Senior — Public Transit & Neighborhood Enhancement
Name: Omar Deleon
04/19/2023 12:51 PM
Submitted by:
Title: — Public Transit & Neighborhood Enhancement
Name: Darren Hutton
04/19/2023 12:51 PM
Approved By:
Review:
Public Transit & Neighborhood Enhancement Yousi Cardeso
Public Transit & Neighborhood Enhancement Caroline Soto
Public Transit & Neighborhood Enhancement Darren Hutton
Growth Management and Community Development Department Jeanne Marcella
Department
Transportation Management Operations Support Nicole Diaz
Transportation Management Operations Support Brandy Otero
Transportation Management Services Department Trinity Scott
County Attorney's Office
Office of Management and Budget
Grants
Office of Management and Budget
County Manager's Office
Board of County Commissioners
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Debra Windsor Level 3 OMB Gatekeeper Review
Therese Stanley Additional Reviewer
Christopher Johnson Additional Reviewer
Geoffrey Willig Level 4 County Manager Review
Geoffrey Willig Meeting Pending
Additional Reviewer Completed
04/20/2023 8:44 AM
Additional Reviewer Completed
04/24/2023 10:30 AM
Interim Director Review Completed
04/24/2023 5:29 PM
Transportation Management Services
Completed 04/26/2023 2:52 PM
Additional Reviewer Completed
05/04/2023 10:36 AM
Additional Reviewer Completed
05/04/2023 4:14 PM
Transportation Completed
05/09/2023 2:04 PM
Completed 05/09/2023 4:22 PM
Completed 05/10/2023 8:25 AM
Completed 06/02/2023 9:50 AM
Completed 06/02/2023 12:13 PM
Completed 06/05/2023 11:52 AM
06/13/2023 9:00 AM
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ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this
2023 by and between Sunrise Community of Southwest Florida, Inc. ("Sunrise" or "Contractor")
and Collier County, a political subdivision of the State of Florida ("County"),
WHEREAS, on July 8, 2014 (Agenda Item No. 16.D,10), the County entered into a
Coordination Agreement as part of a federal grant to coordinate transportation services for
children, young people, and elderly who may have mental or behavioral issues or are at risk
receiving services at facilities operated by the County, with United Cerebral Palsy of Southwest
Florida, Inc,, hereinafter referred to as "Agreement" and attached hereto as Exhibit "A"; and
WHERAS, Sunrise represents and warrants to the County that through a certain divestiture
and reorganization of certain business units that United Cerebral Palsy of Southwest Florida, Inc.
is no longer doing business under the name but is now conducting business as Sunrise Community
of Southwest Florida, Inc. and that, Sunrise is now the successor in interest to the Coordination
Agreement with the County (see documentation from Sunrise, attached as Exhibit "B"); and
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, it is agreed as follows:
i. Sunrise accepts and assumes all rights, ditties, benefits, and obligations of the
Contractor under the Agreement, as amended, including all existing and future obligations to pay
and perform under the Agreement,
2. Notices under the Agreement to be sent to Sunrise shall be directed to:
Sunrise Community of Southwest Florida, Inc.
Attn: John Kelleher, CFO
9040 Sunset Drive
Miami, FL 33173
(305) 273-3023
3. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both parties.
4. The County hereby consents to Sunrise's assumption of the Agreement in order to
continue the services provided tinder the Coordination Agreement. No waivers of performance or
extensions of time to perform are granted or authorized. The County will treat Sunrise as the
Contractor for all purposes under the Agreement. Except as provided herein, all other terms and
conditions of the Agreement remain in full force and effect.
[2 1 -TRO-00327/1759307/1
Page 1 of 2
AssuMPtion Agreement to Coordination Agreement
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
Contractor's Witnesses; -
itn s Signature
Print/Type witness name
Print/Ty
ATTEST:
Crystal K. Kinzel, Clerk of Courts
& Comptroller
By:
, Deputy Clerk
Approved as to form and legality:
Sally Ashkar
Assistant County Attorney1
[21-TRO-00327/1759307/1 J
Page 2 of 2
Sunrise Community of Southwest Florida,
Inc.
Sig ature
John Kelleher
Print/Type Name
Chief Financial Officer
Title
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Rick LoCastro, Chairman
Assumption Agreement to Coordinmion Agreement
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16011
Coordination Agreement
1. United Cerebral Palsy of Southwest Florida, Inc. hereinafter, the "Grantee", agrees to
coordinate transportation services to children, young people, and the elderly who may
have mental or behavioral problems or who are at risk receiving services at facilities
operated by Grantee, as required by the Collier County Community Transportation
Coordinator, herein referred to as the "Coordinator."
2. Grantee will identify client transportation needs and refer those who are appropriate to
the Coordinator.
3. Grantee acknowledges that, if feasible, vehicles purchased with Federal funds shall be
made available to the Coordinator upon execution of a rate agreement between the
Coordinator and the Grantee.
4. Grantee shall maintain daily records of ridership and mileage and provide such to the
Coordinator monthly. Additional data may be required as specified in the FY Annual
Operating Report Instructions from the Commission for the Transportation
Disadvantaged.
5. Grantee has developed and implemented a system Safety Program Plan (SSPP) and
agrees to abide by said policy.
6. Grantee shall conduct a criminal background screening, pre -employment drug screening,
pre -employment physical for all drivers. Grantee will provide training to include safety,
vehicle operations, and passenger sensitivity in accordance with Florida Statutes 427.
7. Grantee agrees to submit the following items annually:
• Annual Operating Report — by July 15 (covering period of July 1 to June 30)
• Certifications of Compliance — by July 15 (covering period of July 1 to June 30)
• Federal Transit Adminsitration Drug and Alcohol Reports by February 1 (covering
period of January 1 to December 31)
• Quality Assurance Report — by February 1 (covering period of January l to
December 31)
8. To the maximum extent permitted by Florida law, the Grantee shall indemnify and hold
harmless Collier County, its officers and employees from any and all liabilities, damages,
losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals'
fees, to the extent caused by the negligence, recklessness, or intentionally wrongful
conduct of the Grantee or anyone employed or utilized by the Grantee in the performance
of this Agreement. This indemnification obligation shall not be construed to negate,
abridge or reduce any other rights or remedies which otherwise may be available to an
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160 IV
indemnified party or person described in this paragraph. This section does not pertain to
any incident arising from the sole negligence of the County.
9. The Parties may provide any notices to one another as follows:
Grantee: United Cerebral Palsy of Southwest Florida, Inc.
Attn: James G. Weeks, PhD
9040 Sunset Drive
Miami, Florida 33173
(305) 273-3055
Coordinator: Collier County Board of County Commissioners
Attn: Trinity Scott, Public Transit Manager
3299 Tamiami Trail East
Naples, FL 34112
Tel: (239) 252-5832
10. The Coordinator may cancel this Agreement without cause upon 30 days notice to the
Grantee. Otherwise, the Agreement may be terminated upon the mutual agreement of
both parties or when the vehicle operated by Grantee has reached its useful life or ceases
to be operated for the intended purpose of this Agreement, whichever is later.
IN WITNESS WHEREOF, the below parties hereto have caused this Agreement to be
executed by their appropriate officials, as of this`7��_ day of��>�� , 2014.
ATTEST:
DWIgHT' E:*BROCK, Clerk
By: - 1 V%,"V �`
Attest as to Chairman's ep ty ler
signature only:
Approved as to form and legality:
Scott R. Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIE"OUNT,Y, FLORIDA
G,
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First Witness
Type/print witness name
SeconA Witness
Type/print witness name
United Cerebral Palsy of Southwest Florida, Inc.
Grantee
IC
By: James G. Weeks. PhD - Secretary/Treasurer
Typed Signature and Title
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Detail by Entity Name
Florida Not For Profit Corporation
SUNRISE COMMUNITY OF SOUTHWEST FLORIDA, INC.
Fifing Information
Document Number
740625
FEI/EIN Number
59-1796622
Date Filed
10/26/1977
State
FL
Status
ACTIVE
Last Event
AMENDED AND RESTATEDARTICLES/NAME CHANGE
Event Date Filed
05/20/2019
Event Effective Date 07/01/2019
Principal Address
810 SE 10TH CT.
CAPE CORAL, FL 33990
Changed: 05/20/2019
Mailing Address
9040 SUNSET DRIVE
MIAMI, FL 33173
Changed: 01 /17/2012
Registered Agent Name & Address
Wray, Zachary
9040 SUNSET DRIVE
MIAMI, FL 33173
Name Changed: 07/12/2016
Address Changed: 07/12/2016
Officer/Director Detail
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https://search.sunbiz,org/Inquiry/CorporationSearch/SearchResultDotail?inquirytype=EntityNarre&directionType=ForwardList&searchf Packet Pg. 645
16.B.6.a
AMENDED AND RESTATED
ARTICLES OF INCORPORATION.
OF
United Cerebral Palsy of Southwest Florida, Inc.
(a Florida Not -for -Profit Corporation) ,
Renamed Herein
SUNRISE COMMUNITY OF SOUTHWEST FLORIDA, INC. '
These Amended and Restated Articles of incorporation were approved by a majority vote
of the Directors of Sunrise Community of Southwest Florida, Inc. (formerly United Cerebral
Palsy of Southwest Florida, Inc. at a meeting tailed expressly for that purpose on April 24, 2019
and the number of votes cast for the amendment to the Articles of Incorporation was sufficient
for approval. There are no Members entitled to vote on the amendment.
ARTICLE I
The name of this corporation (the "Corporation") is
Sunrise Community of Southwest Florida, Inc.
ARTICLE 11
The existence of this Corporation commenced on the October 26, 1977. The duration of
the Corporation shall be perpetual.
ARTICLE III - PRINCIPAL PLACE OF BUSINESS AND MAILING ADDRESS
The principal place of business for the Corporation is:
810 SE 10'h Ct.
Cape Coral, FL 33990
The mailing address of this Corporation shall be:
9040 Sunset Drive
Miami, FL 33173
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ARTICLE IV - PURPOSE
The nature of the business and the objects and purposes to be transacted, promoted, or
carried on by the Corporation are as follows:
A. This Corporation is a Corporation not for profit as defined in the Florida Not -for -Profit
Corporation Act. The Corporaticn is not formed for pecuniary profit.
B. This Corporation is organized and operated exclusively for charitable and educational
purposes within the meaning of Internal Revenue Code Section 501(c)(3).
C. This Corporation is authorized to engage in any lawful activity for which not for profit
corporations may be organized under the laws of the State of Florida and shall have all the
powers vested in a not for profit corporation organized under and existing by virtue of the laws of
the State of Florida consistent with the purposes in Paragraph B, above.
ARTICLE V - LIMITATION
A. No part of the net earnings, gains or assets of the Corporation shall inure to the
benefit of or be distributable to its Members, Nonvoting Members, Directors or Officers, other
private individuals, or organizations organized and operated for a profit; provided, however, the
Corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in
Article 4 hereof, to the extent permitted by law.
B. Notwithstanding any other provision in these Articles, the Corporation shall not carry
on any activities not permitted to be carried out by (a) an organization exempt from federal
income tax under Internal Revenue Code Section 501(a) as an organization described in Internal
Revenue Code Section 501(c)(3); and (b) an organization described in the Internal Revenue Code
Section 509(a)(1),(2), or (3) (as the case may be); and/or (c) by an organization, contributions to
which are deductible under Internal Revenue Code Sections 170(c)(2), 20S5(a)(2), or 2522(a)(2).
C. No substantial part of the activities of the Corporation shall be the carrying on or
propaganda, or otherwise attempting to influence legislation, and the Corporation shall not
participate in, or intervene in (including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office_
ARTICLE VI - MEMBERS
The Corporation shall have such members as are specified in the bylaws of the
Corporation.
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ARTICLE VII - REGISTERED OFFICE AND AGENT
The street address of the registered office of this Corporation and the name of the
registered agent of this Corporation at such address are as follows:
Zachary Wray
9040 Sunset Drive
Miami, Florida 33173
ARTICLE VIII - BOARD OF DIRECTORS
The management of this Corporation shall be vested in a Board of Directors, The number
of Directors constituting the current Board of Directors is three (3). The number of Directors may
be increased or decreased from time to time in accordance with the By -Laws, but shall never be
less than three. The manner of election of Directors of the Corporation shall be provided in the
By -Laws of the Corporation. The names and addresses of the current Directors of this
Corporation are as follows:
INOWNTAN
F. Joseph McMackin III
Gloria A. Wetherington
Steven M. Weinger
FAINIOUTWO
9040 Sunset Drive
Miami, FL 33173
9040 Sunset Drive
Miami, FL 33173
9040 Sunset Drive
Miami, FL 33173
ARTICLE IX - DISSOLUTION
In the event of dissolution or final liquidation of this Corporation, the Board of Directors
shall, after paying or making provision for the payment of all the lawful debts and liabilities of the
Corporation, distribute all the assets of the Corporation to one or more of the following
categories of recipients as the Board of Directors of the Corporation shall determine:
(a) a not -for -profit organization or organizations which may have been created to succeed
the Corporation as long as such organization or each such organization shall then qualify as a
governmental unit under Internal Revenue Code Section 170(c) or as an organization exempt
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16.B.6.a
from federal income taxation under Internal Revenue Code Section 501(a) as an organization
described in Internal Revenue Code Section 501(c)(3); and/or
(b) a not -for -profit organization or organizations having similar aims and objects as the
Corporation and which may be selected as an appropriate recipient of such assets, as long as such
organization or each of such organizations shall then qualify as a governmental unit under
Internal Revenue Code Section 170(c) or as an organization exempt from federal income taxation
under Internal Revenue Code Section 501(a) as an organization described in Internal Revenue
Code Section 501(c)(3).
ARTICLE X - RESTATEMENT OF PRIOR ARTICLES OF INCORPORATION
Provisions of the original Articles of incorporation regarding commencement of corporate
existence and any other provision required by law to be retained or included in Articles of
Incorporation are restated and all other portions of the original Articles of Incorporation and
amendments thereto are hereby deleted.
ARTICLE XI - INDEMNIFICATION
This Corporation shall indemnify all officers and directors, and former officers and
directors, to the fullest extent permitted by law as the law now exists or may be amended
hereafter.
These Amended and Restated Articles of Incorporation were duly adopted by a majority
vote of the Directors and Members present at the special meeting held April 24, 2019. The
Amended and Restated Articles are hereby adopted this 24th day of April, 2019, with an effective
date of July 1, 2019.
IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated
Articles of Incorporation this 24th day of April, 2019, Effective as of 12:01 AM, July 1, 2019 ,or if
later, the date of filing with the Florida Secretary of State.
Zach ra
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CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE
Pursuant to the provisions of Sections 607.0501 or 617.0501, Florida Statutes, the
undersigned Corporation, organized under the laws of the State of Florida, submits the following
statement in designating the registered office/registered agent, in the State of Florida.
1. The name of the Corporation is: Sunrise Community of Southwest Florida, Inc.
2. The name and address of the registered agent and office is:
Zachary Wray
9040 Sunset Drive
Miami, Florida
HAVING BEEN NAMED REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE -STATED CORPORATION AT THE PLACE DESIGNATED IN TH15 CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE PROPER
AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT THE
OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.
ZacharALLW Date
STATE OF FLORIDA
COUNTYOF M\&m( t)-r c-
SWORN TO AND SUBSCRIBED BEFORE me this 241h day of April, 2019 by Zachary Wray,
who is personally know to mew- or Produced Identification Type of Identification
Prnriiirarl-
NOTARY: Print name
My Commission Expires,
UM REUUON U1MPxIN
NoWy P%ft • State al Florida
Ctmlislon ! FF 898718
MY Comm. Esytres Jul 13, 2019
39wdadftVLON",
Notary A=
5
N T Y: Signature
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