Contract 2023-089ADocuSign Envelope ID: AE3AFDAD-B1BC-474B-9358-DA1775385EA6
2023-089
V ADDENDUM TO AGREEMENT BETWEEN
CITY OF CLERMONT AND CPH, INC.
REGARDING THE ASSIGNMENT TO CPH CONSULTING, LLC.
This Addendum is by and between the CITY OF CLERMONT, (hereinafter referred to as
"CITY"), CPH, INC., (hereinafter referred to as "CPH") and CPH CONSULTING, LLC., (hereinafter
referred to as "CPH CONSULTING") whose address is 500 West Fulton Street, Sanford, FL 32771
and is to that certain Agreement No. 2019-57 between CITY and CPH dated August 13, 2019 and
any amendments thereto, hereinafter collectively referred to as "the Agreement". The Parties, in
exchange for the mutual covenants contained herein and in the Agreement, agree as follows:
I. This addendum expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Addendum shall prevail.
2. CPH and CPH CONSULTANT have agreed that all rights and obligations in certain
contracts entered into by CPH, including the Agreement, shall be assigned from CPH to CPH
CONSULTING.
3. In accordance with the terms of the Agreement, the CITY does herby consent to the
assignment of all CPH's rights, entitlements and obligations contained in the Agreement to
CPH CONSULTING, provided, however, that nothing herein shall be construed as a waiver
by CITY of any rights to pursue CPH for a default by CPH or CPH CONSULTING of any of
the terms or conditions of the Agreement.
4. For purposes of the Agreement, any and all notices required thereunder shall be
forwarded to:
CPH Consulting, LLC.
500 West Fulton Street
Sanford, FL 32771
5. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
6. This Addendum shall take effect as of August 8, 2023.
DocuSign Envelope ID: AE3AFDAD-B1BC-474B-9358-DA1775385EA6
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the dates set forth below.
CITY OF CLERMONT
E—
PrintocuSigned by:
By: Name: Tim Murry
Title: Mayor
Date: 8/15/2023
ATTEST:
DocuSigned by:
Tay AdtiQ�-4 H-wt
By: 3AD7 F34905 B344A...
Tracy Ackroyd, City Clerk
2
CPH CONSULTING, LLC.
DocuSigned by:
10
By: 8EE365247DD341 B...
Print Name: David A. Gierach
Title: President Emeritus
Date: 8/ 10/2023
DS
DocuSign Envelope ID: AE3AFDAD-B1BC-474B-9358-DA1775385EA6
2023-089A
V ADDENDUM TO AGREEMENT BETWEEN
CITY OF CLERMONT AND CPH, INC.
REGARDING THE ASSIGNMENT TO CPH CONSULTING, LLC.
This Addendum is by and between the CITY OF CLERMONT, (hereinafter referred to as
"CITY"), CPH, INC., (hereinafter referred to as "CPH") and CPH CONSULTING, LLC., (hereinafter
referred to as "CPH CONSULTING") whose address is 500 West Fulton Street, Sanford, FL 32771
and is to that certain Agreement No. 2020-96 between CITY and CPH dated December 8, 2020 and
any amendments thereto, hereinafter collectively referred to as "the Agreement". The Parties, in
exchange for the mutual covenants contained herein and in the Agreement, agree as follows:
1. This addendum expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Addendum shall prevail.
2. CPH and CPH CONSULTANT have agreed that all rights and obligations in certain
contracts entered into by CPH, including the Agreement, shall be assigned from CPH to CPH
CONSULTING.
3. In accordance with the terms of the Agreement, the CITY does herby consent to the
assignment of all CPH's rights, entitlements and obligations contained in the Agreement to
CPH CONSULTING, provided, however, that nothing herein shall be construed as a waiver
by CITY of any rights to pursue CPH for a default by CPH or CPH CONSULTING of any of
the terms or conditions of the Agreement.
4. For purposes of the Agreement, any and all notices required thereunder shall be
forwarded to:
CPH Consulting, LLC.
500 West Fulton Street
Sanford, FL 32771
5. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
6. This Addendum shall take effect as of August 8, 2023.
DocuSign Envelope ID: AE3AFDAD-B1BC-474B-9358-DA1775385EA6
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the dates set forth below.
CITY OF CLERMONT
DocuSigned by:
[—
By: 2 BA7692 F 758C492...
Print Name: Tim Murry
Title: Mayor
Date: 8/ 15/2023
ATTEST:
DocuSigned by:
ETAd Haws
By: 3AD7 F34905 B344A...
Tracy Ackroyd, City Clerk
DS
2
CPH CONSULTING, LLC.
DocuSigned by:
�auni� a. Atrg�'
By: SEE365247DD341B...
Print Name:
David A. Gierach
Title: President Emeritus
Date: 8/10/2023
DocuSign Envelope ID: AE3AFDAD-B1BC-474B-9358-DA1775385EA6
,* Tri Ion
Smarter Solutions. Better Communities.
February 8, 2023
To Whom It May Concern,
Trilon Group, LLC
120017th Steet
Suite 860
Denver CO 80202
Telephone: +1 833 487-4566
Web: www.trilongroup.com
We are writing to advise you regarding the federal employee identification number
("EIN") of CPH Consulting, LLC (f/k/a CPH, Inc.) ("CPH").
In May of 2022, CPH underwent a reorganization pursuant to which it converted to a
Delaware limited liability company and changed its legal entity name to "CPH Consulting,
LLC". Following this reorganization, CPH retained its same EIN (i.e., 59-2068806). However,
as a result of this reorganization, CPH is required to report payments using the EIN of its
owner for U.S. federal and state income tax purposes.
Accordingly, CPH is providing you with two IRS Form W-9s:
IRS Form W-9 (for tax reporting): To comply with U.S. federal and state
income tax laws, CPH is providing you with an IRS Form W-9 listing the EIN of
its owner, Trilon Group Holdings, LLC: 87-3821663.
This form lists the name of the taxpayer as "Trilon Group Holdings, LLC" on
Line 1, and lists the business name as "CPH Consulting, LLC, on Line 2.
The EIN indicated on the form is the EIN of Trilon Group Holdings, LLC.
**Please use the EIN listed on this form to report payments for tax purposes"
Please make all payments to:
CPH Consulting, LLC
500 West Fulton Street
Sanford, FL 32771
2. IRS Form W-9 (non -tax reporting purposes): For non -tax reporting purposes
(including licensures, contracts, and registrations), CPH is also providing you
with an IRS Form W-9 listing the EIN of CPH: 59-2068806.
This form lists the name of CPH on Line 1.
**Do not use the EIN listed on this form to report payments for tax purposes"
If you have any questions, please contact Julia Stutz at (303) 588-2300.
DocuSign Envelope ID: AE3AFDAD-B1BC-474B-9358-DA1775385EA6
Request for Taxpayer
Give Form to the
Form
(Rev. October2018) Identification Number and Certification
requester. Do not
Department of the Treasury
send to the IRS.
Internal
a enue Ser ice ► Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Trilon Group Holdings, LLC
2 Business name/disregarded entity name, if different from above
CPH Consulting, LLC
(D
(D
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
co
following seven boxes.
certain entities, not individuals; see
c-
instructions on page 3):
o
ElIndividual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate
c
single -member LLC
Exempt payee code (if any)
ao
❑r Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► P
p
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
+�i.
•' W
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
it v
w
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
y
❑ Other (see instructions) ►
(Applies to accounts maintained outside the U.S.)
fn
5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional)
in
One California Street, Suite 2900 Remit payment to:
6 City, state, and ZIP code 500 W Fulton St
San Francisco, CA 94111 Cnnfnrd_ FT. 'l2771
7 List account number(s) here (optional)
KM Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a — m
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
8 7 - 3 1 8 1 2 1 6 6 3
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
e—Docu Signed by:
Sign Signature of I
Here U.S. person► kI�r rl.IA,s6w Date► 1/11/2023
`34165A1 AA468452...
General Instructions • Form 1099-DIV (dividends, including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)
DocuSign Envelope ID: AE3AFDAD-61BC-474B-9358-6A1775385EA6 OR TAX REPORTING PURPOSES
Form Request for Taxpayer Give Form to the
(Rev. October2018) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
CPH Consultinq, LLC
2 Business name/disregarded entity name, if different from above
eo
a)
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
m
following seven boxes.
certain entities, not individuals; see
a
instructions on page 3):
C
o
❑✓ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership Trust/estate
M
single -member LLC
Exempt payee code (if any)
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) IN,
p
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
+' w
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
a
w
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
V
G)
❑ Other (see instructions) ►
(Applies to accounts maintained outside the U.S.)
U)
5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and
address (optional)
J)
500 West Fulton Street
6 City, state, and ZIP code
Sanford, FL 32771
7 List account number(s) here (optional)
KM Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a - m
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
5 9— 2 1 0 1 6 8 8 0 6
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign Signature of
Here U.S. person ►
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
Date Do -
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)