Backup Documents 06/13/2023 Item #16B 6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 86
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 routi�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
645° -
4. BCC Office Board of County 02( 4 y
Commissioners off,/S/ 003
5. Minutes and Records Clerk of Court's Office mPRIMARY CONTACT INFORMATION J I p"10
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 information.
Name of Primary Staff Keyla Castro,PTNE Phone Number 252-5853
Contact/ Department
Agenda Date Item was 06/13/2023 Agenda Item Number 1-6D10 /6 Q 6
Approved by the BCC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account Ail
number if document is
to be recorded
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? n/a
2. Does the document need to be sent to another agency for additional signatures? If yes, NA
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 KC
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 KC
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
/11K
document or the final 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 NA
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 06/13/2023 and all changes made during KC N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC, all changes directed by the BCC have been made, and the document is ready for the an option for
Chairman's signature. this line.
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
ASSUMPTION AGREEMENT
•
This Assumption Agreement is made and entered into on this l3 of JOne,
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, duties, benefits, and obligations of the
Contractor under the Agreement, as amended, including all existing and future obligations to pay
dnd 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 under 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.
[21-TRO-00327/1759307/1]
Page 1 of 2
Assumption Agreement to Coordination Agreement
1 6 86 ----
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
Contractor's Witnesses; Sunrise Community of Southwest Florida,
Inc.
itnis Signature , 9A,. 4,t,t.Q, i,.()
Print/Type witness name S/-7:0 •*- ig-412e.-7- ___711....bfrif4-7NI B y:'-- ig�iature
John Kelleher
-✓"' Print/Type Name
'tiles nature
- Chief Chief Financial Officer
Print/Typ fitness me Title
ATTEST: ', BOARD.OF COUNTY COMMISSIONERS
Crystal K. Kinzel, Clerk of Courts COLLIER COUNTY. FLORIDA
&Comptroller �/
By: 4e---)
- ••
By: ()ilk Ri lck LoCastro. Chairman
, Deputy Clerk
Attest as to Chairman's
signature only
Appri • as to form and legality:
Sl
• • t ounty Attorney�( 1 1,L''j/
[21-TRO-00327/1759307/1]
Page 2 of 2
Assumption Agreement to Coordination Agreement C)
9rJ
bL1 " A "
1 6 86
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 1 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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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`Vc\--‘ day of .>\ , 2014.
ATTEST: BOARD OF COUNTY COMMISSIONERS
DWIGH:T E:•BRO;CK,Clerk COLLIE OUN Y, FLORIDA
By:-
Attest as to ' ep ty ler` TOM HEIR G, C- IRMAN
signature only. .
Approved as to form and legality:
Scott R. Teach
Deputy County Attorney
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United Cerebral Palsy of Southwest Florida, Inc.
Grantee
By.
First Witness . Sig ture
L` ZL1 n By: James G. Weeks, PhD - Secretary/Treasurer
Type/print witness name Typed Signature and Title
Secon Witness
Type/print witness name
3
4/19/23, 10,25 AM Detail by Entity Name
"t DIVISION OF: Cur,.PoRA'Tc,v;
I
1f
,7
f p.artment of State / Division of Corporations / Search Records / Search by Entily Name /
Detail by Entity Name
Florida Not For Profit Corporation
SUNRISE COMMUNITY OF SOUTHWEST FLORIDA, INC,
Filing 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
Name &Address
Title P
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqulrytype=EntityName&directionType=ForwardList&search NameOrder=SU... 1/3
1686
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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 called 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 ro Members entitled to vote on the amendment.
ARTICLE I
The name of this corporation (the "Corporation") is
Sunrise Community of Southwest Florida, Inc.
ARTICLE II
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 10th 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 Corporation 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 8, 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), 2055(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:
NAME ADDRESS
F. Joseph McMackin III 9040 Sunset Drive
Miami, FL 33173
Gloria A. Wetherington 9040 Sunset Drive
Miami, FL 33173
Steven M. Weinger 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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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 THIS 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.
Zacha J Date
STATE OF FLORIDA
COUNTY OF Pltc�mt
SWORN TO AND SUBSCRIBED BEFORE me this 24th day of April, 2019 by Zachary Wray,
who is personally know to me'- or Produced Identification . Type of Identification
Produced:
NOTARY: Print name N T Y: Signature
My Commission Expires:
MN. UM AEBELLON LUMPKIN
WW1 Ptsitc•State at Florida •
Cometlttton ! FF 898718
..3 - w Comm.EZtrat Jul 13,2019
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