Contract 2022-127A RDocusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
ADDENDUM TO AGREEMENT BETWEEN
CITY OF CLERMONT AND WITT O'BRIEN'S LLC.
REGARDING THE ASSIGNMENT TO GOODWYN MILLS CAWOOD. LLC.
This Addendum is by and between the CITY OF CLERMONT, (hereinafter referred to as
"CITY"), WITT O'BRIEN'S, LLC., (hereinafter referred to as "WITT") and GOODWYN MILLS
CAWOOD, LLC., (hereinafter referred to as "GOODWYN") whose address is 2660 Eastchase Lane,
Suite 200, Montgomery, AL 36117, Albany, and is to that certain Agreement No. 2022-127 between
CITY and WITT dated September 26, 2022, 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. WITT and GOODWYN have agreed that all rights and obligations in certain contracts
entered into by WITT, including the Agreement, shall be assigned from WITT to
GOODWYN.
3. In accordance with the terms of the Agreement, the CITY does hereby consent to the
assignment of all WITT's rights, entitlements, and obligations contained in the Agreement to
GOODWYN, provided, however, that nothing herein shall be construed as a waiver by CITY
of any rights to pursue WITT for default by WITT or GOODWYN 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:
Goodwyn Mills Cawood, LLC.
2660 Eastchase Lane, Suite 200,
Montgomery, AL 36117
Attn: Amanda Davis
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 October 1, 2024.
Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
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
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Signed by:
y 2BA7692F758C492...
Tim Murry, Mayor
Date: 10/8/2024
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ATTEST:
DocuSigned by:
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By: 3AD7F34905B344A...
Tracy Ackroyd Howe, City Clerk
GOODWYN MILLS CAWOOD, LLC.
DocuSigned by:
By: Q::2)Cj2 1
285B07C518834F5...
Print Name: Robert Ramsey
Title: EVP, Disaster Recover
WITT O'BRIEN'S, LLC.
DocuSigned by:
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Print Name: Cheryl Joiner
Title: Director of Contracts & Compliance
Date: 10/7/2024 Date: 10/4/2024
2
Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
Novation Agreement
The Witt O'Brien's, LLC (Transferor), a limited liability company duly organized and existing
under the laws of Delaware with its principal office in 818 Town & Country Blvd, Suite 200
Houston, Texas 77024; Goodwyn Mills Cawood, LLC ("Transferee"), a limited liability company
duly organized and existing under the laws of Alabama with its principal office at 2660 Eastchase
Lane, Suite 200, Montgomery, Alabama 36117; and City of Clermont, FL("Client") enter into this
Novation Agreement as of June 20, 2024.
(a) The parties agree to the following facts:
(1) As of June 20, 2024, the Transferor has transferred to the Transferee certain assets of the
Transferor by virtue of an Asset Purchase Agreement between the Transferor and the Transferee.
(3) The Transferee has acquired certain assets of the Transferor by virtue of the above transfer.
(4) As of the date set out above, the Transferee has assumed all obligations and liabilities of the
Transferor under the contract between Client and Transferor for the provision of debris
monitoring services, dated the 26th day of September 2022, attached hereto as Annex A and
incorporated herein (the "Contract"), by virtue of the above transfer.
(5) The Transferee is in a position to fully perform all obligations that may exist under the
Contract.
(6) It is consistent with the Client's interest to recognize the Transferee as the successor party to
the Contract.
(b) In consideration of these facts, the parties agree that by this Novation Agreement --
(1) The Transferor confirms the transfer of the Contract to the Transferee, and waives any claims
and rights against the Client that it now has or may have in the future in connection with the
Contract.
(2) The Transferee agrees to be bound by and to perform the Contract in accordance with the
conditions contained in the Contract. The Transferee also assumes all obligations and liabilities of,
and all claims against, the Transferor under the Contract as if the Transferee were the original party
to the Contract.
(3) The Transferee ratifies the Contract, with the same force and effect as if the Contract was
originally undertaken by the Transferee.
(4) The Client recognizes the Transferee as the Transferor's successor in interest in and to the
Contract. The Transferee by this Agreement becomes entitled to all rights, titles, and interests of
the Transferor in and to the Contract as if the Transferee were the original party to the Contract.
Following the effective date of this Agreement, the term as used in the Contract, shall refer to the
Transferee.
(5) Except as expressly provided in this Agreement, nothing in it shall be construed as a waiver
Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
of any rights of the Client against the Transferor.
(6) All payments and reimbursements previously made by the Client to the Transferor, and all
other previous actions taken by the Client under the contract(s), shall be considered to have
discharged those parts of the Client's obligations under the Contract. All payments and
reimbursements made by the Client after the date of this Novation Agreement in the name of or to
the Transferor shall have the same force and effect as if made to the Transferee, and shall constitute
a complete discharge of the Client's obligations under the Contract, to the extent of the amounts
paid or reimbursed.
(7) The Transferor and the Transferee agree that the Client is not obligated to pay or reimburse
either of them for, or otherwise give effect to, any costs, taxes, or other expenses, or any related
increases, directly or indirectly arising out of or resulting from the transfer or this Agreement, other
than those that the Client in the absence of this transfer or Agreement would have been obligated
to pay or reimburse under the terms of the Contract.
(8) The Transferor guarantees payment of all liabilities and the performance of all obligations
that the Transferee -
(i) Assumes under this Novation Agreement; or
(ii) May undertake in the future should these Contract be modified under their terms and
conditions. The Transferor waives notice of, and consents to, any such future
modifications.
(9) The Contract shall remain in full force and effect, except as modified by this Novation
Agreement. Each party has executed this Novation Agreement as set forth below.
bY: City of Clermont, FL
BY [*Signed
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Title Mayor
Date 10/8/2024
Witt O'Brien's LLC
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Cheryl D. Joiner
Title Director of Contracts & Compliance
Date 6/22/2024
Goodwyn Mills Cawood, LLC
Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
By qZ�:)U�.-V--
Robert Ramsey
Title Executive Vice President, Disaster Recovery
Date 6/24/2024
Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
ASSIGNMENT AND AMENDMENT OF AGREEMENT
FOR DISASTER DEBRIS MONITORING SERVICES
This is for the Assignment and Amendment of Agreement for Disaster Debris Monitoring Services,
("Agreement") between Lake County, Florida, a political subdivision of the State of Florida ("COUNTY"),
and Witt O'Brien's, LLC, ("WITT") to Goodwyn Mills Cawood, LLC, a foreign profit corporation
authorized to do business in the State of Florida, ("GMC" or "CONTRACTOR") based on the acquisition
of the entity and to update public records provisions.
WITNESSETH:
WHEREAS, on or about February 9, 2021, COUNTY and WITT entered into the current
Agreement, ITB 21-0903, for Disaster Debris Monitoring Services, which has been renewed and the current
renewal term expires on February 8, 2025, with one additional one-year renewal available thereafter; and
WHEREAS, CONTRACTOR has informed COUNTY of the acquisition of assets of WITT by
GMC and both CONTRACTOR and COUNTY wish for the Agreement to be assigned to GMC as the
CONTRACTOR for all purposes; and
WHEREAS, the COUNTY and the CONTRACTOR want to enter into this Assignment and
Amendment to reflect the assignment and to update public records provisions in compliance with the
COUNTY'S procedures; and
WHEREAS, executing this Assignment and Amendment is in the best interests of the COUNTY
and the residents of Lake County.
NOW, THEREFORE, the parties agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated as a part of this
Assignment and Amendment as though fully set forth herein.
2. Term. This Assignment and Amendment shall be effective upon the date it is signed by the last
party to do so. Upon effective date of this Assignment and Amendment, all references in the Agreement to
WITT will be construed as referring to GMC. WITT will have no further obligations or rights under the
Agreement upon execution of this Assignment and Amendment.
3. Public Records.
A. All electronic files, audio and video recordings, and all papers pertaining to any activity
performed by the CONTRACTOR for or on behalf of the COUNTY will be the property of the COUNTY
and will be turned over to the COUNTY upon request. In accordance with Chapter 119, Florida Statutes,
each file and all papers pertaining to any activities performed for or on behalf of the COUNTY are public
records available for inspection by any person even if the file or paper resides in the CONTRACTOR'S
office or facility. The CONTRACTOR will maintain the files and papers for not less than three complete
calendar years after the Service has been completed or terminated, or in accordance with any grant
requirements, whichever is longer. Prior to the close out of this Agreement, the CONTRACTOR will
appoint a records custodian to handle any records request and provide the custodian's name and telephone
numbers to the COUNTY'S Project Manager.
B. Pursuant to Section 119.0701, Florida Statutes, CONTRACTOR will comply with the
Florida Public Records' laws, and will:
i. Keep and maintain public records required by the COUNTY to perform the
services identified herein.
Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
ASSIGNI'IENT AND AMENDMENTOF AGREEMENT FOR DISASTER DEBRIS MONITORING SERVICES(ITB 21-0903)
ii. Upon request from the COUNTY'S custodian of public records, provide the
COUNTY with a copy of the requested records or allow the records to be inspected or copied within a
reasonable tithe at a cost that does not exceed the cost provided for by law.
iii. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of the contract
term and following completion of the contract if the CONTRACTOR does not transfer the records to the
COUNTY.
iv. Upon completion of the contract, transfer, at no cost, to the COUNTY all public
records in possession of the CONTRACTOR or keep and maintain public records required by the COUNTY
to perform the service. If CONTRACTOR transfers all public records to the COUNTY upon completion
of the contract, CONTRACTOR will destroy any duplicate public records that are exempt, or confidential
and exempt, from public records disclosure requirements. If CONTRACTOR keeps and maintains public
records upon completion of the Agreement, CONTRACTOR will meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the COUNTY, upon request
from the COUNTY'S custodian Of public records, in a format that is compatible with the information
technology systems of the COUNTY.
C. IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS ASSIGNMENT AND AMENDMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT LAKE COUNTY OFFICE OF
PROCUREMENT SERVICES, 315 WEST MAIN STREET, P.O. BOX 78009
TAVARES, FL 32778 OR AT 352-343-9424 OR VIA EMAIL AT
PURCHASINGALAKECOUNTYFL.GOV.
D. Failure to comply with this subsection will be deemed a breach of the contract and
enforceable as set forth in Section 119.0701, Florida Statutes.
E. Unless otherwise provided, CONTRACTOR shall maintain substantiating records as
required by the State of Florida, General Records Schedule GSl-SL ("Schedule") for State and Local
Government Agencies. If CONTRACTOR receives notification of a dispute or the commencement of
litigation regarding the Project within the time specified in the Schedule, the CONTRACTOR shall continue
to maintain all service records until final resolution of the dispute or litigation.
F. Requests to inspect or copy public records relating to the COUNTY's Contract for services
must be made directly to the COUNTY. If CONTRACTOR receives any such request, CONTRACTOR
shall instruct the requestor to contact the COUNTY. If the COUNTY does not possess the records requested,
the COUNTY shall immediately notify the CONTRACTOR of such request, and the CONTRACTOR must
provide the records to the COUNTY or otherwise allow the records to be inspected or copied within a
reasonable time.
G. CONTRACTOR acknowledges that failure to provide the public records to the COUNTY
within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes.
CONTRACTOR further agrees not to release any records that are statutorily confidential or otherwise
exempt from disclosure without first receiving prior written authorization from the COUNTY.
CONTRACTOR shall indemnify, defend, and hold the COUNTY harmless for and against any and all
claims, damage awards, and causes of action arising from the CONTRACTOR's failure to comply with the
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Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
ASSIGNMENT AND AMENDMENT OIL AGREEMENT FOR DISASTER DEBRIS MONITORING SERVICES (ITE 21-0903)
public records disclosure requirements of Section 119.07(1), Florida Statutes, or by CONTRACTOR's
failure to maintain public records that are exempt or confidential and exempt from the public records
disclosure requirements, including, but not limited to, any third party claims or awards for attorney's fees
and costs arising therefrom. CONTRACTOR authorizes COUNTY to seek declaratory, injunctive, or other
appropriate relief against CONTRACTOR from a Circuit Court in Lake County on an expedited basis to
enforce the requirements of this section.
4. Effect of Amendment. All other provisions of the Agreement and any amendments thereto will
remain in full force and effect unless otherwise formally amended by the parties. To the extent this
Assigmnent and Amendment conflicts with the Agreement, this Assignment and Amendment will govern.
5. Law. Jurisdiction, Venue. Waiver of Jury Trial. This Assignment and Amendment is governed
by the laws of the State of Florida. Any and all legal action arising out of this Assignment and Amendment
will have its venue in Lake County and the contract will be interpreted according to the laws of Florida.
Arbitration will not be used as a means for dispute resolution. All parties waive any right they may have to
a jury trial in any civil litigation matter arising from this Assignment and Amendment.
IN WITNESS WHEREOF, the parties have signed this contract through their respective duly
authorized representatives on the date under each signature.
CONTRACTOR/GMC
GOODWYN MILLS CAWOOD, LLC
By:
Robert Ramsey, Executive VP, Disaster Recovery
29th August
This day of .2024.
WITT
WITT O'BRIEN'S LLC
By: au.gt ,gGtln.W'
Cheryl D. Joiner, Director of Contracts and
Compliance
29th August
This day of , 2024.
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Docusign Envelope ID: CCA97097-2D09-48C2-9293-DFA74104E577
ASSIGNMENT AND AAIENDINIENT OF AGREEMENT FOR DISASTER DEBRIS MONITORING SERVICES (ITB 21-0903)
COUNTY.
LAKE COUNTY, FLORIDA, a political subdivision of
the State of Florida, by and through its Office of
Procurement Services:
Ron Falanga, Procu meat Director
1.1
This L� Pday of _, 2024.
Approved as to form and legality:
Melanie Marsh
County Attorney
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