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1909 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