HomeMy WebLinkAbout1909 Milzarch LLC General Architect Services�i' �' �� it. , t i
� � ;,,fir
TO: City Clerk
RE: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑
Development Order
®
Mayor's signature
❑
Final Plat (original mylars)
❑
Recording
❑
Letter of Credit
❑
Rendering
❑
Maintenance Bond
®
City Attorney's Signature
❑
Ordinance
®
City Clerk's Signature
❑
Performance Bond
❑
Resolution
®
Milzarch LLC contract for General Architect Services
Once completed, please:
® Return original
❑ Return copy
C-py efer/< tCA w v\ r',r sa e k P' '
Special Instructions:
Please return one signed and fully executed copy. City Clerk's Office may keep one copy for
their records.
This is a reassignment of a contract. City Commission approval is not needed.
Please advise if you have any questions regarding the above.
Thank you!
�MjAtt, &W& -
From
T:\Dept_forms\City Clerk Transmittal Memo - 2009.doc
AGREEMENT BY AND BETWEEN THE CITY OF SANFORD AND MILZARCH, LLC
FOR GENERAL ARCHITECT SERVICES
THIS AGREEMENT (hereinafter the "Agreement") is made and entered
into this Li day of August, 2017, by and between the City of Sanford, Florida, a
Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300
North Park Avenue, Sanford, Florida 32771, and MILZARCH, LLC, a Florida limited
liability company authorized to do business in the State of Florida, ("MILZARCH"
throughout)"), whose principal address is 701 West Third Street, Sanford, Florida
32771. The CITY and MILZARCH may be collectively referenced herein as the "parties".
WITNESSETH:
IN CONSIDERATION of the mutual covenants, promises, and representations
contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows and. further,
agree that this Agreement shall be the document which acts as the instrument which
assigns and substitutes for Burke Hogue Mills, Inc. (BHM Architecture, Inc.) which was
effective January 19, 2012 which assignment is evidenced by that letter, dated July 28,
2017, from Ms. Camala McCarter Hogue to Mr. Bill Smith, the City's Purchasing
Director, which is attached as an exhibit to this Agreement:
Section 1. Recitals. The above recitals are true and form a material part of
this Agreement upon which the parties have relied.
Section 2. Authority. Each party hereto represents to the other that it has
undertaken all necessary actions to execute this Agreement, and that it has the legal
authority to enter into this Agreement and to undertake all obligations imposed on it.
The persons executing this Agreement for each party certify that they are authorized to
bind the party fully to the terms of this Agreement.
Section 3. Scope of Agreement. This Agreement is for architectural
services necessary to implement the programs of the City and to continue the services
under the aforementioned agreement that is assigned to MILZARCH by this Agreement.
The aforementioned services to include all labor and materials that may be required
including, but in no way limited to, the services provided by subconsultants as may be
approved by the City. Specific services and compensation shall be agreed to by the
parties by means of the issuance of work orders.
Section 4. Effective Date and Term of Agreement. This Agreement
shall take effect on the date that this Agreement is fully executed by the parties hereto.
This Agreement shall remain in effect until the services to be provided by MILZARCH to
the City under each work order have been fully performed in accordance with the
requirements of the City; provided, however, that, the indemnification provisions and
insurance provisions of the standard contractual terms and conditions referenced herein
shall not terminate and the protections afforded to the City shall continue in effect
subsequent to such services being provided by MILZARCH No services have
commenced prior to the execution of this Agreement that would entitle MILZARCH for
any compensation therefor. This Agreement shall be a continuing agreement that runs
year-to-year unless terminated by the City.
Section 5. Compensation. The parties agree to compensation as set forth
in each work order issued by the City.
Section 6. Standard Contractual Terms and Conditions. All "Standard
Contractual Terms and Conditions", as provided on the City's website, apply to this
Agreement. Such Terms and Conditions may be found at the City's website
(www. Sanford F L. gov). The parties shall also be bound by the purchasing policies and
procedures of the City as well as the controlling provisions of Florida law. Work orders
shall be used, in accordance therewith, in the implementation of this Agreement.
Section 7. MILZARCH's Mandatory Compliance with Chapter 119, Florida
Statutes, and Public Records Requests.
(a). In order to comply with Section 119.0701, Florida Statutes, public records
laws, MILZARCH must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to perform the service.
(2). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(3). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by
law.
(4). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in possession of MILZARCH upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the City in a format that is compatible with the information
technology systems of the City.
(b). If MILZARCH does not comply with a public records request, the City shall
enforce the contract provisions in accordance with this Agreement.
(c). Failure by MILZARCH to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. MILZARCH shall promptly provide the City with a copy of any
21 -Pa
ge_
request to inspect or copy public records in possession of MILZARCH and shall
promptly provide the City with a copy of MILZARCH' response to each such request.
IF THE CONTRACTOR/MILZARCH HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S (MILZARCHS) DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, CYNTHIA
PORTER, CITY CLERK, CITY OF Sanford, CITY HALL, 300 NORTH
PARK AVENUE, SANFORD, FLORIDA 32771,
PORTERC@SANFORDFL.GOV.
Section 8. Notices.
(a). MILZARCH agrees that it shall send notices and invoices to, and shall
conduct all business with, the City to the attention of Russ L. Gibson, AICP, Director of
Planning and Development Services, Post Office Box 1788, 300 North Park Avenue;
Sanford, Florida 32771-1778, telephone number (407-688-5142) and whose e-mail
address is: Russell.Gibson@sanfordfl.gov.
(b). The City agrees that it shall send notices to, and shall conduct all business
with, MILZARCH to: Jerry W, Mills, Sr., MILZARCH, LLC, 701 West Third Street,
Sanford, Florida 32771, telephone number (407-921-8795) whose e-mail address is:
MILZARCH@GMAIL.COM.
Section 9. Time is of the Essence. Time is hereby declared of the essence
as to the lawful performance of all duties and obligations set forth in this Agreement.
Section 10. Entire Agreement/Modification. This Agreement, together
with all "Standard Contractual Terms and Conditions", as provided on the City's website,
and including, without limitation, the exhibits hereto, constitutes the entire integrated
agreement between the City and MILZARCH and supersedes and controls over any
and all prior agreements, understandings, representations, correspondence and
statements whether written or oral in connection therewith and all the terms and
provisions contained herein constitute the full and complete agreement between the
parties hereto to the date hereof. This Agreement may only be amended, supplemented
or modified by a formal written amendment of equal dignity herewith.
Section 11. Severability. If any term, provision or condition contained in
this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of
this Agreement, or the application of such term, provision or condition to persons or
circumstances other than those in respect of which it is invalid or unenforceable, shall
not be affected thereby, and each term, provision and condition of this Agreement shall
31P
be valid and enforceable to the fullest extent permitted by law when consistent with
equity and the public interest.
Section 12. Waiver. The failure of the City to insist in any instance upon
the strict performance of any provision of this Agreement, or to exercise any right or
privilege granted to the City hereunder shall not constitute or be construed as a waiver
of any such provision or right and the same shall continue in force.
Section 13. Captions. The section headings and captions of this Agreement
are for convenience and reference only and in no way define, limit, describe the scope
or intent of this Agreement or any part thereof, or in any way affect this Agreement or
construe any provision of this Agreement.
Section 14. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same document.
Section 15. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the successors in interest, transferees and assigns of the parties.
Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement
and to undertake all obligations imposed on it. The signatories hereof represent that
they have the requisite and legal authority to execute this Agreement and bind the
respective parties herein.
Section 16. Remedies. The rights and remedies of the parties, provided for
under this Agreement, are in addition to any other rights and remedies provided by law
or otherwise necessary in the public interest.
Section 17. Governing law, Venue and Interpretation. This Agreement is
to be governed by the laws of the State of Florida. Venue for any legal proceeding
related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida. This Agreement is the result of bona fide arms length
negotiations between the City and MILZARCH, and all parties have contributed
substantially and materially to the preparation of the Agreement. Accordingly, this
Agreement shall not be construed or interpreted more strictly against any one party.
than against any other party and all provisions shall be applied to fulfill the public
interest.
4 1 P
IN WITNESS WHEREOF, the City and MILZARCH have executed this
instrument for the purpose herein expressed.
ATTEST.
0--r
Cynthia Porter
City Clerk
Approved as to form and
legal sufficiency.
William L. Colbert
City Attorney
ATTEST. -
Witness # 1
Printed Name:q him
r" 'Y'
X
10
Witness # 2
Printed Name:
CITY OF SANFOR
By:
Jeff Triplett
Mayor
Date:
MILZARCH,
By:
Jerry W, Mills,
Manager
Date: ,
l�
5 1 P a g c