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HomeMy WebLinkAboutRusso And Sons, Inc. Demolition Services - 2009 10 30 DEMOLITION SERVICES AGREEMENT THIS DEMOLITION SERVICES AGREEMENT "Agreement is made and entered by and between THE CITY OF WINTER SPRINGS, a Florida municipal corporation "City"), whose principal mailing address is 1126 E. State Road 434, Winter Springs, Florida 32708, and RUSSO AND SONS, INC., a Florida corporation "Contractor whose principal address is 10575 General Drive, Orlando, Florida 32824. RECITALS: WHEREAS, the City desires to retain the demolition services of Contractor; and WHEREAS, the City and Contractor desire to memorialize the terms and conditions oftheir mutual agreement as set forth herein; and NOW 'THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the sufficiency of which is expressly acknowledged by both parties hereto, the parties hereby agree as follows: 1. Recitals. The foregoing recitals are deemed true and correct and by this reference are incorporated herein as a material part of this Agreement. 2. Definitions. The following words and phrases used in this Agreement shall have the following meanings ascribed to them unless the context clearly indicates otherwise: 2.1 "Agreement" or "Contract" shall be used interchangeably and shall refer to this Demolition Services Agreement. 2.2 "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. This Agreement shall not be effective until that date. 2.3 "Contractor" shall mean Russo and Sons, Inc., a Florida corporation, and its principals, employees, resident project representatives (and assistants). 2.4 "Public Record" shall have the meaning given in section 119.011(11). Florida Statutes. 2.5 "Reimbursable Expenses" shall mean the actual expenses for which the City agrees to reimburse Contractor. 2.6 "Work" or "Services" shall be used interchangeably and shall include the DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page I of 8 performance of the Work agreed to by the parties as set forth in Section 4, herein. 2.7 "City" shall mean the City of Winter Springs, Florida, and its officers, employees and attorneys. 3. Term Termination. This Agreement shall commence upon full execution by both parties hereto and shall terminate upon Contractor's full completion of all Services required under this Agreement to the full satisfaction of the City. 4. Demolition Services, The City hereby engages Contractor and Contractor agrees to perform the demolition services set forth herein: 4.1 Demolition Site. The structure subject to the demolition services provided under this Agreement is the single family residential structure "the Structure generally located at 1003 Gator Lane, Winter Springs, Florida "Demolition Site The Demolition Site is identified as Seminole County Property Tax Identification Number 13- 21- 30- 503 -0000 -0400, and is legally described as follows: LOT 40 OF WINTER SPRINGS UNIT 2; PLAT BOOK 16, PAGE 83. 4.2 Demolition Services. Contractor shall provide all necessary labor, materials and equipment to demolish the Structure in accordance with generally accepted demolition practices and procedures. Demolition Services shall include the tear down of all walls and roof materials; the break up of the existing driveway to the street; and the break up of the existing slab, footers, patios, and walkways. Contractor shall be responsible for segregating wood debris from concrete debris for hauling purposes. Contractor shall operate, maintain and leave the Demolition Site in a generally orderly condition. 4.3 Hauling of Debris. The City's solid waste franchisee, Waste Pro of Florida, Inc. "Waste Pro shall be responsible for hauling the demolition debris away from the Demolition Site. Waste Pro shall provide all necessary dumpsters to facilitate the hauling on a "priority" basis. Contractor estimates that the Work will require approximately four (4) 20 -yard containers and four (4) to five (5) 30 -yard containers. Contractor shall coordinate with Waste Pro regarding the schedule for the Work and the hauling of debris, the number of dumpsters required, the placement of the dumpsters, and shall otherwise cooperate with the City and Waste Pro in the performance of the Work required by this Agreement. 4.4 Permits. Contractor shall be responsible for obtaining any permits or approvals necessary to demolish the Structure. The cost of any such permits or DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page 2 of 8 approvals is included in the compensation due Contractor pursuant to Section 5, herein. City shall not unreasonably withhold or delay approval of those permits for which it is responsible for issuing. 4.5 Unlawful Conduct. While performing the Services required by this Agreement, Contractor shall not engage in any action that constitutes a violation of any applicable law, order, ordinance, rule, regulation or code, nor shall Contractor deface or injure real or personal property not a part of the Services being provided hereunder or permit any unreasonable objectionable noise or odor to be emitted, or permit anything to be done on the property tending to cause or create a health, environmental, or safety hazard or nuisance. 4.6 Existing Utilities. Contractor shall protect and preserve existing utilities indicated or made known to it by the City, and shall provide for disconnects of same as necessary. Contractor shall preserve all site utilities, water distribution systems, and wastewater collection systems at their respective service connections. 4.7 Safeguards. Contractor shall erect and maintain all reasonable or necessary safeguards for protection of persons and property, including safety barriers to and warnings of dangers and hazards, which safeguards and notices shall remain in place until completion of the Work required by this Agreement. 5. Compensation. 5.1 For the performance and full completion of the Services specified in Section 4 herein, the City agrees to pay Contractor Two Thousand Six Hundred Seventy-Five and no /100 Dollars ($2,675.00), inclusive of all reasonable and necessary direct expenses. There shall be no other compensation due to Contractor for the Services provided under this Agreement, unless specifically agreed to by the City and Contractor in writing, pursuant to Section 16 of this Agreement. 5.2 Within seven (7) days of the Effective Date, the City shall issue a purchase order to Contractor for the Services. The purchase order shall constitute a "Notice to Proceed" and Contractor shall commence the Work within ten (10) days of its receipt of the purchase order. Upon Contractor's full completion of the Work to the satisfaction of the City, the City shall remit payment to Contract for the total sum set forth in Section 5.1. 6. Professionalism. Contractor shall perform and carry out in a professional manner all Services required to be performed by this Agreement. 7. Warranty of Professional Services. Contractor hereby warrants unto the City that DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page 3 of 8 it has sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, Contractor shall supervise and direct the Services, using its skill and attention and shall enforce strict discipline and good order among its employees and agents. Contractor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on performance of the Services. Contractor shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees and withholding taxes and assume all costs incident to the Services, except as provided herein. 8. Services is a Private Undertaking. With regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and Contractor is such that Contractor is an independent contractor and is neither an agent nor employee of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and Contractor, on the other hand, during or after the performance of the Services under this Agreement. 9. Protection of Persons and Property: Insurance. 9.1 Coverage requirements. Upon the Effective Date of this Agreement, Contractor shall provide proof of the following: 9.1.1 Worker's compensation insurance in accordance with the applicable provisions of Florida law. 9.1.2 Professional liability insurance with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. 9.1.3 Commercial general liability insurance with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate. 9.1.4 Automobile liability insurance in an amount not less than $1,000,000 for injuries to any one (1) person, $1,000,000 on account of any one (1) accident, and in an amount of not less than $1,000,0000 for property damages. 9.1.5 Employer's liability in an amount adequate to cover related assets. 9.2 General requirements. Contractor is solely responsible for procuring and maintaining the insurance coverage required by this Section at its own expense and with insurance companies authorized to do business in the State of Florida and as long as reasonably available in the standard marketplace. The insurance coverage DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page 4 of 8 required by this Section shall include the liability and coverage provided herein, or as required by law, whatever requirements afford greater coverage. All of the policies of insurance so required to be purchased and maintained for the certificates (or other evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled until at least thirty (30) days prior written notice has been given to the City and the Contractor by certified mail, return receipt requested. All such insurance shall remain in effect until final payment. Unless agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies as "additional insured," except with regard to the professional liability coverage. The Contractor shall cause its insurance carriers to furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to Contractor in compliance with other provisions of this Agreement. For all claims that arise in connection with this contract, Contractor will pay any insurance deductible for such claim. For all Services performed pursuant to this Agreement, Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this Section. In the event Contractor fails to maintain said insurance, City, at its option, may elect to terminate this Agreement without penalty by written notice to Contractor. 10. Indemnification and Hold Ha i I less. For all Services performed pursuant to this Agreement, Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and attorneys from and against all claims, losses, damages, personal injuries (including but not limited to death) or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, resulting from Contractor's performance of any Services provided pursuant to this Agreement. 11. Governing Law: Venue. This Agreement shall be governed by the laws of the State of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties agree that the Agreement was consummated in Seminole County, and the site of the Services is Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will be Orlando, Florida. 12. Contractor's Representative. Contractor shall designate an individual to act as a representative for Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. This person shall be the Contractor's contract administrator. Contractor may, from time to time, designate other individuals or delete individuals with the authority to act for Contractor under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Contractor's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 13. Notices. All projects hereunder, all notices, demands, requests, instructions, DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page 5 of 8 approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed individuals, all to the following individuals at the following locations: TO THE CITY: Kevin L. Smith, City Manager City of Winter Springs 1126 E. State Road 434 Winter Springs, FL 32708 (407) 327 -5957 (Phone) TO THE CONTRACTOR: Bill Heine, Sales Director Russo Sons, Inc. 10575 General Drive Orlando, FL 32824 (407) 931 -3920 (Phone) Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 14. Public Record. It is hereby specifically agreed that any record, document, computerized, information and program, audio or video tape, photograph, or other writing of Contractor related, directly or indirectly, to this Agreement and the Services provided hereunder, may be deemed to be a Public Record whether in the possession or control of the City or the Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Contractor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal working hours of Contractor be open and freely exhibited to the City for the purpose of examination and/or audit. 15. Interpretation. Both the City and Contractor have participated in the drafting of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harshly against either of the parties as the drafter. 16. Modification of Agreement. This Agreement shall not be modified or amended DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page 6 of 8 except by written agreement duly executed by both parties hereto. 17. Severability. If a word, sentence, phrase, clause or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, phrase, clause or paragraph shall be severed from this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, phrase, clause or paragraph did not exist. 18. Attorney's Fees. Should any litigation arise concerning this Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 19. Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 20. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 21. Assignment. Neither party hereto may assign, convey, or otherwise transfer any of its rights, obligations or interest herein without the prior written consent of the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the last date indicated below. CITY: City of Winter Springs, a Florida municipal corporation. K L. Sm h, C nager Date: 1 DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. t Page 7 of 8 CONTRACTOR: Russo and Sons, Inc., a Florida corporation. Print Nam Title: Date: /T/ 5Z DEMOLITION SERVICES AGREEMENT City of Winter Springs Russo and Sons, Inc. Page 8 of 8