1-20Q-161-TO-54 ITB.pdf

DINKINS CONSTRUCTION

2831 SE 17TH STREET, OCALA, FL 34471

352-368-2299 | dinkinsconstruction.com

REQUEST FOR PROPOSAL

20Q-161-TO-54 Marion County Health Department ADA Ramp

PROJECT NAME:

20Q-161-TO-54 Marion County Health Department ADA Ramp

COUNTY PROJECT NUMBER:

20Q-161-TO-54

PROJECT LOCATION:

1801 SE 32nd Ave Ocala FL 34470

PROJECT DESCRIPTION:

This project consists a new ADA Ramp

BIDDING SCHEDULE

October 16th, 2025 INVITATION TO BID ADVERTISEMENT

NONE PRE-BID MEETING

October 23rd @ 5:00PM RFI DEADLINE October 30th, 2025 @ 2:30PM BID DEADLINE November 2025 BEGIN CONSTRUCTION December 2025 COMPLETE CONSTRUCTION

ITB DOCUMENTS

1. Invitation to Bid (pg 1-3)

2. Subcontractor Bid Form (pg 4-5)

3. Subcontractor Terms and Conditions (pg 6-31)

4. Scopes of Work (pg 32-34)

5. Drawings (pg 35-40)

6. Photos (pg 41-49)

REQUIRED TRADES

SCOPE PACKAGE TRADE DESCRIPTION

2A/3A/4A DEMOLITION, CONCRETE AND MASONRY

5A METAL RAILINGS

7C CAULKING AND WATERPROOFING

DINKINS CONSTRUCTION STAFF

All RFIs and project related communications must go directly through the Dinkins Construction StaƯ. Send all electronic communications to staƯ listed below. (DO NOT SEND DINKINS CONSTRUCTION STAFF

BIDS/PROPOSALS)

• Phillip Wagoner Phillip.wagoner@dinkinsconstruction.com

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352-368-2299 | dinkinsconstruction.com

BID SUBMISSION INSTRUCTIONS:

All subcontractor bids must be uploaded to Marion County’s new e-procurement software platform, Bonfire.

To submit a bid, subcontractors should follow these steps:

1. Visit the Procurement Services Department portal at https://marionfl.bonfirehub.com

2. Set up a Bonfire account and register your business. Follow the guide provided below.

3. Navigate to the project listing. Submit intent to bid. Submit required bid forms.

Step-by-step instructions on how to set up a Bonfire account:

https://share.trainual.com/subject/e4777be8-fee0-4145-9052-fd2d4627153d/topic/4693971/step/19224806

BID/PROPOSAL SUBMISSION TERMS AND CONDITIONS:

Any bids transmitted to the CM will be disqualified.

Any bids received after the deadline will be disqualified.

Any bids not complying with the instructions on the invitation will be disqualified.

ALL BIDS MUST BE TURNED DIRECTLY INTO MARION COUNTY’S PROCUREMENT SYSTEM, BONFIRE.

Bid security is not required; however, the subcontractor must honor the proposal for up to 90 days.

Subcontractors must include an alternate to provide a payment and performance bond for 100% of the base bid amount.

BID REQUIREMENTS AND CONDITIONS

All bids must be submitted on the provided form and shall represent the complete cost to provide the full scope of the trade and a complete project. This comprehensive cost shall explicitly include, but not be limited to, all direct and indirect labor expenses (including wages, benefits, insurance, and payroll taxes), all material costs (including delivery and storage), shipping and handling fees, all applicable federal, state, and local taxes, all necessary equipment costs (including rental, purchase, operation, and maintenance), and any other customary or anticipated inclusions required for the thorough and satisfactory completion of the subcontractor's work as defined within this ITB. Bids will be subject to thorough review by Marion County and Dinkins Construction. The final selection will be based on a clearly demonstrated and verifiable history of successful experience with projects of similar scope, complexity, and value.

This open invitation aims to establish a highly qualified and reliable subcontractor team that possesses the necessary expertise and resources suitable for the successful delivery of this project. Due to the critical and potentially time-sensitive nature of the overall project timeline and potential scheduling dependencies, time is of the essence. Subcontractor selection will be based on a thorough evaluation of qualifications and relevant experience. The Construction Manager (CM) reserves the unqualified and absolute right to reject any bid for any reason, without obligation to provide an explanation.

All bids must be submitted electronically in the specified format via Marion County’s E-Procurement Platform, Bonfire.

Specific instructions regarding file formats, naming conventions, and submission procedures are detailed in this document of this document. Failure to adhere to these instructions will result in the disqualification of your bid.

The resulting proposal and subsequent contract shall be directly with Dinkins Construction, LLC. Any conflicts, ambiguities, errors, omissions, or inconsistencies discovered within the invitation documents must be brought to the immediate written attention of Dinkins Construction. It is the sole responsibility of the bidder to thoroughly review all provided documentation and raise any concerns prior to the submission deadline. By submitting a bid, you acknowledge your voluntary participation in this process, accept its informal nature, and waive any claims against either Marion County or Dinkins Construction arising from this solicitation, including, but not limited to, claims for bid preparation costs or lost profits.

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352-368-2299 | dinkinsconstruction.com

BID OPENING

Bid open with be held virtually via Microsoft Teams Only.

Link to Join Meeting: https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZWRmZWVkOTAtMjA2My00YmY0LTgyMzEtZmUyM2Y5ZTA0ODY3%40thread.v2/0?context=%7b%22T id%22%3a%2225a1914d-7aca-40d5-91d5-cd84a5137a31%22%2c%22Oid%22%3a%220747fd40-0315-48d0-96ca- 62c152fad221%22%7d Meeting ID: 232 972 962 291 1 Passcode: tY9wz3B7

Dial In By Phone:

+1 321-245-5074,,973313537# United States, Orlando Phone conference ID: 973 313 537# Find a Local Number: https://dialin.teams.microsoft.com/49556848-a4c6-473e-8731-e205bd024cc0?id=973313537

Need Help: https://aka.ms/JoinTeamsMeeting?omkt=en-US

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352-368-2299 | dinkinsconstruction.com

SUBCONTRACTOR BID FORM

DATE:

SUBCONTRACTOR

Firm Name:

Address:

City, ST Zip:

Contact Person:

Office Phone:

Cell Phone:

Email:

Scope of Work: ___________________________________________________

SUBCONTRACTOR’S PROPOSAL

Our firm has carefully examined the bidding documents including the invitation to bid, the plans & specifications, all addenda, CM’s subcontract terms & conditions, and have visited the property and have become familiar with the conditions affecting the work. We propose to furnish all services, submittals, shop drawings, supervision, labor, material, equipment, transportation, shipping, taxes and all items whether specifically listed or not, that are required for a complete project for our trade for the LUMP SUM of:

Scope Package: _____________________________________________

(Numerals) $

(Written Dollar Amount)

If selected our firm agrees to execute the Construction Manager’s standard subcontract agreement and comply with all terms and conditions of the bid documents and subcontract agreement for the compensation stated as the lump sum. Our signature on this bid guarantees this lump sum to be a complete job with all customary inclusions. Our firm agrees to honor the bid for up to 90 days.

We acknowledge that we are licensed, insured, and familiar with and in compliance of all federal, state, and local laws, rules, regulations, and ordinances.

We acknowledge that we have the capability to adequately capitalize our scope of the project and that we understand and accept the schedule and prerequisites of payment. Further, we acknowledge that we have adequate manpower to complete our trade timely and at the direction of the CM’s required schedule.

We hereby agree to and will comply with the CM’s job site rules.

We will work harmoniously with the architect, engineer, construction manager, owner, and other trades to deliver this project. We will be participating in all project meetings and will endeavor to accomplish this project in a timely and professional manner.

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352-368-2299 | dinkinsconstruction.com

ADDENDA: We acknowledge receipt and understanding of the following addenda:

1. _____________________________________________________________

2. _____________________________________________________________

3. _____________________________________________________________

ALTERNATES:

1. Performance and Payment Bond

2. ________________________________________________

3. _________________________________________________

VALUE ENGINEERING SUGGESTIONS:

1. ____________________________________________________

2. ____________________________________________________

3. ____________________________________________________

Affirmed:

BY

SIGNATURE

PRINT

TITLE

DATED

WITNESSED SIGNATURE

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Project Name: Generic Annual Terms and Conditions to be applied to individual projects by reference in Subcontract Cover Sheet

Subcontract Date: Fiscal Year 2025

ARTICLE 1- CONTRACT DOCUMENTS “THE WORK”

1.1 SUBCONTRACT AGREEMENT. This Subcontract Agreement (also referred to herein as “Subcontract” or “this Agreement”) is the standard agreement between the Contractor and Subcontractor and supersedes all prior negotiations, representations, and agreements either written or oral. The Contractor and the Subcontractor hereby agree to be mutually bound by the terms of this Subcontract. This Subcontract is applicable to all projects to be performed by the Subcontractor on behalf of Contractor during the time set forth above. A separate Subcontract Cover Sheet will be signed by each party for each specific project.

1.2 CONTRACT DOCUMENTS. Subcontractor, by executing the Subcontract Cover Page for each project represents, warrants and affirms that Subcontractor has reviewed and is familiar with all contract documents and all other matters (including, without limitation, site conditions, job conditions, market conditions, labor availability and conditions, material availability and all other matters related to Subcontractor’s work and performance of the Project.

1.3 INCORPORATION BY REFERENCE. Subcontractor shall be bound to Contractor by each and all of the terms and provisions of the agreement between the Contractor and the Owner with respect to Subcontractor's scope of work, and to assume toward Contractor all of the duties, obligations, and responsibilities that Contractor assumes toward the Owner. Subcontractor agrees the Contractor has the same rights and remedies against Subcontractor as the Owner has against the Contractor under the agreement between the Contractor and the Owner.

1.4 CONFLICTS. In the event of a conflict, inconsistency, error, or omission within the Contract Documents, whichever imposes the greater duty on the Subcontractor shall govern.

1.5 THE WORK. Subcontractor's Work includes all labor, materials, equipment, tools, hoisting, machinery, insurance, taxes, fees, licenses, permits, layout, field measurements, OSHA safety regulation compliance, samples, warranties, guarantees, lien releases and claim waivers, temporary facilities, transportation, scaffolding, clean-up and services necessary to prosecute and complete the work as more particularly described in Exhibit A, Scope of Work, attached hereto, and being a portion of the work required of Contractor under the agreement between Contractor and Owner. The Work shall be performed in strict compliance with the Contract Documents.

ARTICLE 2 - SCHEDULE

2.1 COMMENCEMENT & COMPLETION DATES. The Subcontractor agrees to commence the Work when notified to begin by Contractor and to diligently and continuously prosecute, coordinate and complete the Work with the other work being performed on the Project, in accordance with the Project schedule, any revisions to the Project schedule, and any other scheduling requirements listed in this Agreement.

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2.2 TIME. Time is of the essence in the performance of this Agreement. The Subcontractor agrees to expedite the performance of the Work so the entire Project may be completed in accordance with the Project's overall schedule of work. The subcontractor agrees not to delay, hinder, or obstruct the commencement, progress or completion of its Work or any part of the other work being performed on the Project.

2.3 SCHEDULE. As soon as practical after the execution of this Agreement, the Contractor shall supply the Subcontractor with a schedule of work activities, including Subcontractor's Work. The Subcontractor agrees to sequence its operations, take, and facilitate the delivery of materials and provide adequate manpower to complete the Subcontractor's Work within the timeframe outlined in the schedule.

2.4 PRIORITY. The Contractor shall have the right to decide the time, order, and priority in which various portions of the Subcontractor's Work and the work of other trades shall be performed in order to expedite the completion of the entire project.

ARTICLE 3 - PAYMENT

3.1 PROGRESS PAYMENTS. The Subcontractor may only submit progress payments for Work performed in accordance with this Agreement.

3.2 PROGRESS PAYMENT SCHEDULE. Applications for Payment shall be submitted as follows:

.1 Original pay applications (or "draw requests") must be submitted on the attached pay application form by the 20th of the month for Work completed (Exhibit D).

.2 Contractor shall endeavor to pay Subcontractor by the 10th of the month following submission of Subcontractor's timely pay application, provided, however, that (a) such amounts have been approved and certified by the Owner or Architect, and (b) Contractor has received payment from Owner as set forth in Article 3.2.7, it being agreed that payment by Owner to Contractor is an express condition precedent to Contractor's obligation to pay Subcontractor.

.3 Should the Contractor receive a notice of non-payment, notice of intent to lien, notice to look to the Bond, or other reasonable evidence of non-payment, the Contractor shall issue, and the subcontractor hereby agrees to allow a joint check to the subcontractor and third tier party claiming non-payment. The subcontractor agrees to deliver the check to, and endorse it to, the claimant and return a waiver of claim for the payment to the Contractor.

.4 Upon achievement of Substantial Completion, Contractor may, but is not obligated to, release Subcontractor's retainage in the same percentage to which Owner has released contractor's retainage, if applicable. Such a reduction of retainage is in the sole discretion of the Contractor. Any such reduction of retainage is expressly conditioned upon Subcontractor's submission of suitable as-builts that are deemed acceptable to Contractor, and completion of all work including any punch lists.

.5 Final Payment, constituting the entire unpaid balance of the Subcontract Sum (or

"Subcontract Amount") shall not be made until Subcontractor submits all of the following: guarantees;

warranties; as-built drawings; operation manuals; original final release of lien and waiver of claims (in favor of Owner, Contractor and Contractor's surety on the form attached hereto (Exhibit F) evidencing that payrolls, bills, invoices, and other known indebtedness connected to the performance of the Subcontractor's Work have been satisfied; and, after submittal or performance of any other requirements

20Q-161-TO-54 Marion County Health Department ADA Ramp 7 OF 49 set forth in the Contract Documents. Final payment is also conditioned upon (a) Subcontractor's Work being fully performed in accordance with the requirements of this Agreement, (b) Subcontractor having made proper application for payment, (c) Subcontractor's completion of all "punch list" items, (d) the Architect's issuance of a certificate of payment, if applicable, and (e) the Contractor has received payment from the Owner on account for Subcontractor's Work as set forth in Article 3.2.7, it being agreed that final payment by Owner to Contractor is an express condition precedent to Contractor's obligation to pay Subcontractor.

.6 Releases of Lien and claim waivers (in favor of Owner, Contractor, and Contractor's surety) shall be required from all persons working under Subcontractor's scope of work who serve a Notice to Owner or Notice of Intent to Look to the Bond for Payment. Contractor, in its sole discretion, may require such releases and waivers in advance of making payment to Subcontractor, or Contractor may pay such persons giving notice directly as provided in Article 3.7.

.7 It is expressly agreed herein that Contractor's obligation to make any payment to

Subcontractor under this Agreement, including progress payments or final payment, payment for field and/or change orders, is subject to and expressly conditioned upon the Owner's payment to Contractor;

thus, the Owner's payment to Contractor is an express condition precedent to Contractor's obligation to pay Subcontractor. If the Owner does not pay the Contractor, then the Subcontractor agrees to pursue its lien rights against Owner's real property for payment and not to pursue payment from Contractor or Contractor's surety. If the payment provisions of this Subcontract conflict with the provisions of the agreement between the Contractor and the Owner, then the provisions of this Subcontract regarding conditions precedent to payment shall govern. The Contractor's surety is an intended third-party beneficiary of the provisions of this paragraph.

3.3 SCHEDULE OF VALUES. Within 10 days of Subcontractor's receipt of a Letter of Intent to enter into a Subcontract Agreement, Subcontractor must submit to Contractor a proposed schedule of values of the various portions of Subcontractor's Work. The subcontractor’s schedule of values shall be prepared in such form as the Architect or Contractor may direct and shall be subject to Contractor's approval. Contractor shall have no obligation to enter into a Subcontract Agreement with Subcontractor if Contractor rejects Subcontractor's schedule of values.

3.4 PAYMENT USE RESTRICTION. No payment received by the Subcontractor from the Contractor pursuant to this Subcontract shall be used to satisfy or secure indebtedness other than those persons or entities owed by the Subcontractor for labor and materials furnished for use in performing the Subcontractor's Work on this Project only.

3.5 VERIFICATION OF PAYMENT USE. The Subcontractor must furnish upon demand a complete list of suppliers, sub-subcontractors, and employees or other agents employed by the Subcontractor for the performance of this Subcontract. The Contractor has the right at any time to contact these persons to verify that the Subcontractor has paid them for the materials and labor furnished for the performance of the Subcontractor's Work.

3.6 LIEN AND CLAIM WAIVERS. As a prerequisite for payment, the Subcontractor shall provide, on the form attached hereto within Exhibit E, release of liens and claim waivers (in favor of Owner, Contractor, and Contractor's surety) from the Subcontractor and Subcontractor's suppliers, sub-subcontractors and any other person giving notice as referenced in Article 3.2.6.

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3.7 SUBCONTRACTOR PAYMENT FAILURE. In the event the Contractor has reason to believe that labor, materials, or other obligations incurred in the performance of the Subcontractor's Work are not being paid, the Contractor shall deliver written notice to the Subcontractor. Upon receipt of said notice, the Subcontractor shall furnish to the Contractor evidence to the contractor's satisfaction that all monies owing to any such claimant have been paid. If the Subcontractor does not provide evidence acceptable to Contractor, then the Contractor has the right to retain from any payment due, a reasonable amount to protect the Contractor from any loss, damage or expense arising out of such claim or lien including attorney's fees, and Contractor may pay such claimant directly any undisputed sums; any such payment to a claimant by Contractor shall be deducted from any amounts owed then or thereafter to Subcontractor.

The Contractor, in its discretion, may take any steps deemed necessary to ensure that progress payments made to Subcontractor shall be utilized by Subcontractor to pay its obligations for prosecution of the Work.

3.8 ACCEPTANCE OF WORK. It is specifically agreed that payment to the Subcontractor, whether a progress payment or final payment, does NOT constitute or imply acceptance by the Contractor of any portion of the Subcontractor's Work, and Subcontractor remains obligated and responsible for all obligations of the Contract Documents.

3.9 RETAINAGE. It is agreed the standard retention on most Projects shall be ten (10%) percent.

Reduction of retainage prior to final payment is at Contractor's sole discretion; see Article 3.2.4 concerning Substantial Completion.

3.10 TIME OF APPLICATION. The Subcontractor may only submit progress payments on dates established by this Agreement. The subcontractor’s payment application along with all required documents MUST be turned in to the Contractor’s main office no later than NOON on the 20th day of each month or the first business day preceding the 20th if the 20th falls on a weekend or nationally recognized holiday, unless otherwise noted on project specific Subcontract Cover page. The Contractor has no obligation to accept late pay applications and will not process any payments outside of the regular monthly schedule.

3.11 STORED MATERIAL. Applications for payment may include materials that are suitably stored on the Project site provided the Owner, Contractor, and Lender, if applicable, have no objection. The Subcontractor must submit actual itemized invoices, list of materials, photos of materials, and any other information for the stored materials along with the payment application for those materials. "Suitably stored" is defined as a manner where damage or loss is prevented and adequate insurance to cover loss by whatever cause is in place. The Contractor accepts NO liability for damage or loss to stored materials and the Subcontractor agrees to indemnify and hold Contractor harmless from any claims arising from such damage or loss on a case-by-case basis.

ARTICLE 4 - CHANGES, CLAIMS AND DELAYS

4.1 CHANGES. When the Contractor so orders in writing, the Subcontractor shall make any and all changes in the Work. Adjustments in the Subcontract Sum, or time, if any, resulting from such changes must be set forth and mutually agreed upon by written Change Order signed by Subcontractor and Contractor prior to the work being done. The ONLY exception from the advanced written Change Order requirement is if the Project Superintendent issues a written field change order, the maximum amount of which may not exceed $500.00 (Five Hundred Dollars). A field change order shall be confirmed in writing with a written Change Order executed by Subcontractor and Contractor. The Subcontractor agrees to make NO changes that have not been ordered in writing by the Contractor and further agrees Subcontractor is not entitled to payment for changes not ordered in writing unless in the form of either a field change order or a Change Order as contemplated herein.

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A change order may not be listed on a pay application until it is fully approved in writing by the Contractor and the work is completed. If change orders are listed on the monthly pay application prior to written approval and the work being completed, the pay application may be denied and as such the sub will be required to revise and resubmit. This does not obligate the Contractor to accept the revised pay application after the monthly deadline. It is the subcontractor’s responsibility to have the completed and approved monthly progress payment application into the Contractor’s office prior to the monthly deadline for payment that month.

4.2 LIMITATION or REDUCTION of OH&P on CHANGES. A change order that results in an increase in the contract price will be calculated as the actual cost of materials and labor to perform the extra work plus a maximum of 10% fee to include aggregate of the subcontractor’s and any second-tier sub or vendor or supplier overhead, burden, markup, profit, and bond fees.

A change order that results in a decrease in the contract price will be calculated as the greater of either a) actual costs avoided or b) the total value ascribed that work in the schedule of values, or the unit cost identified therein plus the greater of either the percentage ascribed to the subcontractor’s standard fee to include overhead, burden, markup, profit, and bond fees in the subcontractor’s original proposal or a standard 10%.

A complete and detailed listing of the materials used along with unit costs and quantities plus a complete listing of the manpower needed to perform the extra work including the personnel and the hours and hourly rates with burden must be submitted with the change order request to substantiate the actual cost of the extra work. The Contractor reserves the right to charge the subcontractor a $150 fee to process each and every change order regardless of the type or cause.

4.3 CLAIMS. The Subcontractor must deliver to the Contractor in writing notice of any claims for additional compensation or request for a time extension within 48 hours of the beginning of the event for which the claim is made; otherwise, such claim shall be waived. Within ten (10) days of the initial notice, Subcontractor shall submit adequate details in the form of written documents to substantiate its claim for Contractor to be able to pass this information to others, as applicable; failure to timely or adequately submit the follow up information shall result in a full and final waiver of Subcontractor's claim. Only to the extent that the Contractor gets the Owner to agree to an extension of time or an increase in contract price on behalf of the Subcontractor, shall the Subcontract be equitably adjusted per Articles 4.1 and 4.2.

4.4 DELAYS. If the Subcontractor's Work is delayed by NO fault of the Subcontractor, then Subcontractor must submit a written request for an extension of time pursuant to paragraphs 4.2.

Contractor, in its sole discretion, may grant Subcontractor an extension of time if Subcontractor demonstrates to Contractor's satisfaction that Subcontractor could not have anticipated or avoided the delay causing event. Under no circumstances will the Contractor be liable to the Subcontractor for damages or compensation as a consequence of such a delay and the Subcontractor's sole remedy shall be the extension of time for the performance of the Subcontractor's Work.

4.5 INITIAL DECISION MAKER. If the Prime Contract provides that the Architect or other professional is the Initial Decision Maker, matters such as additional time and additional cost may be decided by such Initial Decision Maker. The subcontractor agrees to submit all requested information to such Initial Decision Maker, and to be bound by such decision.

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4.6 DISPUTE RESOLUTION. If the Prime Contract provides for mediation or arbitration, and any dispute arises involving or arising out of Subcontractor’s work, Subcontractor agrees to participate in any such proceedings, and to be bound by any such determination or agreement.

ARTICLE 5 - COMMUNICATIONS

5.1 COMMUNICATIONS. The Contractor shall promptly make available to the Subcontractor information, including any information from the Owner or the Architect, which affects the Subcontract, and which becomes available to the Contractor subsequent to the execution of the Subcontract.

5.2 ORDERS. The Contractor shall not give orders directly to the Subcontractor's employees, sub-subcontractors, or suppliers unless such persons are designated as authorized representatives of the Subcontractor; however, verbal directions may be given to the Subcontractor's foreman from the Contractor's Superintendent, each of whom is assumed to be authorized agents for purposes of such communications. Notwithstanding anything to the contrary herein, it is expressly understood and agreed that changes that impact cost or time to the Subcontractor’s Work shall only be authorized by Contractor if the changes procedures in Article 4 is followed, and payment is received as referenced in Article 3.2.7.

5.3 NOTICES. All Notices given by either party to the other must be in writing.

5.4 PRIVITY. The Subcontractor agrees not to perform any work directly for the Owner in conjunction with the Project until final completion and payment have been achieved, unless otherwise agreed in writing by the Contractor. All work in conjunction with the Project shall be processed and coordinated exclusively by the Contractor.

ARTICLE 6 - SUBCONTRACTOR'S OBLIGATIONS

6.1 PERFORM THE WORK. Subcontractor shall perform the Work as described in Article 1.5. This shall include but may not be limited to competent supervision, shop drawings, samples, site inspections or verifications, testing, material orders, submission of as-builts, and all other items required for a complete job and to conform to the schedule of work.

6.2 COOPERATION. The Subcontractor shall cooperate with the Contractor and all others whose work may interfere with the Subcontractor's performance. The Subcontractor shall immediately advise the Contractor of any interference with the Subcontractor's Work and then participate with all parties involved to accommodate work schedules and congested areas.

6.3 SITE CLEAN-UP AND SAFETY. The Subcontractor shall follow the Contractor's clean up and safety directions and at all times keep the premises free from debris and unsafe conditions resulting from the Subcontractor's Work. If the Subcontractor fails to comply with such safety duties or fails to commence with clean-up duties within twenty-four (24) hours after receipt of written notice from the Contractor, then the Contractor may implement such safety or clean up measures without further notice and may deduct the cost thereof from any amounts due the Subcontractor.

6.4 SAFETY REGULATIONS. The Subcontractor's safety procedures shall, at a minimum, comply with the basic safety policy of the Contractor and comply with all specific safety requirements promulgated by Owner or Contractor, including any such requirements attached hereto as Exhibit “C” or made a part of the Contract Documents. Subcontractor shall maintain control over and be responsible for all its employees and any person working under Subcontractor's Work. Subcontractor shall comply with all reporting obligations, safety regulations and similar requirements established under the Contract Documents or any

20Q-161-TO-54 Marion County Health Department ADA Ramp 11 OF 49 governmental authority having jurisdiction. Subcontractor agrees to defend, indemnify, and hold harmless Owner, Contractor, and Contractor's surety for any claims, suits or demands arising from Subcontractor's failure to comply with the safety requirements set forth in these Contract Documents. Such indemnification obligations include, but are not limited to, those indemnity obligations set forth in Article 9, and such indemnification terms are further incorporated herein by reference.

6.5 PROTECTION OF WORK. The Subcontractor shall take necessary precautions to properly protect the Subcontractor's Work and the work of others from damage caused by the operations of the Project.

Should the Subcontractor cause damage to the work of others, the Subcontractor shall immediately notify the Contractor and promptly remedy such damage to the satisfaction of the Contractor. Should Subcontractor fail to promptly remedy any such damage then the Contractor may, at its sole discretion, perform such repairs or remedy damage caused and deduct the costs thereof from amounts owed to Subcontractor.

6.6 PERMITS AND LICENSES. The Subcontractor shall give adequate notice to all authorities governing the Subcontractor's Work and shall secure and pay for all permits, licenses, assessments, inspections, and taxes necessary to complete the Subcontractor's Work. Subcontractor hereby affirms that it is properly licensed to perform the Work under this Agreement.

6.7 The FEDERAL HAZARD COMMUNICATION STANDARD requires Material Safety Data Sheets (MSDS) for all hazardous chemicals and toxic substances present in the workplace. Subcontractor shall comply with these regulations and agrees to deliver to Contractor applicable MSDS for all hazardous chemicals and toxic substances as required by the Contract Documents or by law. Additional information about hazardous chemicals or toxic substances can be found in 29 CFR Part 1910, Subpart Z, Toxic and Hazardous Substance, and, in Threshold Limit Values for Chemical Substance and Physical Agents in the Work Environment.

ARTICLE 7 - MISCELLANEOUS

7.1 LAY-OUT RESPONSIBILITY AND LEVELS. The Contractor shall establish principal axis lines of the building and site whereupon the Subcontractor shall lay-out and be strictly responsible for the accuracy of the Subcontractor's Work and also for any loss or damage to the Contractor or others by reason of the Subcontractor's inaccurate layout. The Subcontractor shall exercise caution so that the final conditions and details shall result in alignment of finish surfaces.

7.2 WORKMANSHIP. The Subcontractor's Work shall be executed in strict accordance with the Contract Documents, including the Plans and Specifications, all Federal, State and Local codes, and ordinances, and in the most sound and professional workmanlike manner. All workmanship shall be the absolute best of its kind, and all materials furnished shall be new and in ample quantity to facilitate the proper execution of the Work.

7.3 MATERIALS FURNISHED BY OTHERS. In the event the Subcontractor's Work includes the installation of materials or equipment furnished by others, it shall be the responsibility of the Subcontractor to examine the items provided, handle, store and install the items with such skill and care as to ensure proper and satisfactory installation and/or operation. Once the Subcontractor is in possession of or commences handling materials furnished by others then Subcontractor shall be responsible for the care of such materials and is likewise liable for any breakage or damages while Subcontractor installs such items.

Subcontractor agrees to indemnify Contractor and the Owner for any loss or damage arising from the installation or handling of materials furnished by others.

20Q-161-TO-54 Marion County Health Department ADA Ramp 12 OF 49

7.4 SUBSTITUTIONS. The Subcontractor shall make no substitutions to the Subcontractor's Work unless permitted within the Contract Documents and also approved in writing by the Contractor and Architect, if applicable. The subcontractor shall be responsible for all costs and damages associated with unauthorized substitutions.

7.5 CONTRACTOR'S EQUIPMENT. Subcontractor, its agents, employees, sub-subcontractors, and suppliers shall not utilize the Contractor's owned, leased, or controlled equipment without the written consent of the Contractor. If the Subcontractor obtains such approval and any of its agents thereby operate such equipment then the Subcontract shall defend, indemnify, and hold harmless the Contractor and be solely responsible and liable for any loss or damage including personal injury that may arise from such use.

7.6 WARRANTY. The Subcontractor warrants its Work against all deficiencies and defects in materials and/or workmanship. The Subcontractor agrees to promptly satisfy any warranty obligations that arise during the warranty period without cost to the Owner or Contractor. This warranty period shall extend for one (1) full year from the date that a Certificate of Occupancy is issued, unless the Contract Documents require a longer warranty period, and in that event the longer period shall apply. Subcontractor shall also be responsible for any warranties arising from its Work that are imposed by law, whether express or implied.

7.7 PUNCHLIST. As soon as practical after the completion of the Subcontractor's Work, the Contractor or its authorized agent shall, if applicable under the Contract Documents, issue a punch list of deficiencies that must be corrected by the Subcontractor. The Subcontractor, at its sole expense, shall correct any deficiencies promptly and in a manner acceptable to the Contractor. As a condition precedent to Subcontractor's final payment the Contractor or Contractor's agent shall approve the completion of such items.

7.8 ERRORS AND OMISSIONS. The Subcontractor shall notify the Contractor in writing within twenty-four (24) hours of the discovery of any inconsistencies, errors, omissions, or other conditions on the jobsite that were not contemplated by Subcontractor from the Contract Documents. Upon receipt of said notice, the Contractor will promptly instruct the Subcontractor as to what measures should be taken and the Subcontractor shall comply with such direction.

7.9 WAIVER. The failure of either party hereto to insist upon the performance of any terms, covenants, or conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respect to father performance.

7.10 GOVERNING LAW. This Subcontract shall be governed by the laws of Florida. The sole and exclusive venue for any mediation or arbitration proceeding shall be in Ocala, Marion County, Florida.

Subcontractor agrees it shall not commence an action in any other geographical location.

7.11 SUCCESSORS AND ASSIGNS. This Subcontract shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors, and assigns. Subcontractor may not assign this Subcontract without the express written consent of Contractor. Subcontractor shall remain legally obligated to perform all obligations set forth in this Subcontract unless Contractor expressly and in writing agrees otherwise.

7.12 WRITTEN NOTICE. Written notice shall be deemed to have been served if delivered to the person or individual to whom it was intended or if delivered at or sent by registered or certified mail to the last known business address known to the party giving notice.

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7.13 LIQUIDATED OR ACTUAL DAMAGES CLAIMED BY OWNER. Subcontractor agrees that should Subcontractor or its sub-subcontractors or material suppliers delay the scheduled completion of the Project and the agreement between the Owner and the Contractor contains a provision entitling the Owner to liquidated or actual damages for delay then the Subcontractor shall be bound to Contractor under such clause to the same extent as Contractor is bound to the Owner. Such damages shall be assessed in addition to delay damages otherwise assessable against Subcontract under this Agreement by Contractor.

7.14 WAIVER OF CERTAIN CONSEQUENTIAL DAMAGES. Except for those damages set forth in Article 7.13, Contractor and Subcontractor waive claims against each other for consequential damages arising out of or relating to this Agreement identified as: rental expenses, losses of use, income, profit, financing, business and reputation, loss of management productivity or the services of such persons, damages arising from principal office expenses and the compensation of personnel stationed there, losses of profit other than anticipated profits arising directly from the work. This provision shall not be interpreted as limiting other damages available to the parties specifically permitted in other provisions of this Agreement.

ARTICLE 8 - FAILURE TO PERFORM

8.1 DEFAULT AND NOTICE TO CURE. Should the Subcontractor at any time in the opinion of the Contractor: (a) fail to timely and adequately supply the labor, materials, equipment, supervision and other services required in sufficient quantities and of sufficient quality to perform the Work; (b) fail to maintain the schedule or cause stoppage or delay of or interference with other work of the Project; (c) become insolvent;

or (d) fail to make prompt payment to any employees, sub-subcontractors, or suppliers; (e) disregard laws, ordinances, rules, regulations or the instructions of the Contractor or other governing authorities; (f) threaten or perform an abandonment of the Project or take any other action causing harm or disharmony to the entire Project; or (g) otherwise fail in the performance or observance of any of the conditions or terms of this Subcontract, then in any such event, each of which shall constitute a default hereunder by Subcontractor, Contractor shall, after giving Subcontractor notice of default and forty-eight (48) hours within which to cure, have the right to exercise any one or more of the remedies set forth in this Agreement.

The remedies set forth in this Article 8 shall be considered separate and cumulative and shall be in addition to every other remedy available within the Contract Documents, or now or hereafter existing in law or equity.

8.2 TERMINATION FOR FAILURE TO PERFORM. Should the Subcontractor fail to diligently and promptly commence the correction of the identified deficiencies within twenty-four (24) hours after written notice to cure from the Contractor and then continue with satisfactory correction, the Contractor may at its sole option and without prejudice: terminate this Agreement in its entirety and complete Subcontractor's Work; or, take over and complete only certain portions of Subcontractor's Work, leaving Subcontractor with a reduced scope of Work in this Agreement.

8.3 COMPLETION OR SUPPLEMENTATION OF WORK. Should the Contractor take over and complete all or any portion of Subcontractor's Work or supplement Subcontractor's forces, Contractor may use any materials, tools, equipment or appliances furnished or belonging to the Subcontractor to complete Subcontractor's Work or may correct, furnish, perform or otherwise complete or supplement the Subcontractor's Work by itself or through others and deducting the cost thereof (plus an allowance for administrative burden equal to ten percent (10%) of such costs) from any monies due or to become due to Subcontractor. Should such costs to complete exceed the unpaid balance of the Subcontract, the Subcontractor shall pay Contractor the difference.

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8.4 EXTRA WORK OR EXPEDITED SCHEDULES. In an effort to maintain timely progress of the Project, Contractor, in its discretion, may at any time elect to supplement the Subcontractor's work force to any degree necessary, including for reasons other than those previously listed. The Contractor may also, in its discretion and at its expense, elect to supplement the Subcontractor's work force for convenience.

ARTICLE 9 - INDEMNIFICATION AND INSURANCE

9.1 Subject to the limitations stated hereinbelow, Subcontractor shall defend, indemnify and hold harmless Dinkins Construction, LLC, the Owner of the project, the property owner, construction manager, and all other parties as identified within the Contract Documents, including trustees, officers, directors, members, agents, affiliates, subsidiaries and employees, from and against any and all claims, suits, damages, liabilities, a n d professional fees, including attorneys’ fees, costs, court costs, expenses and disbursements, related to death, personal injuries, property damage (including loss of use thereof) or the alleged violation of any laws, statutes, rules or ordinances, brought or assumed against any of the Indemnitees (as described herein) by any person, entity or firm, arising out of or in connection with, or as a result or consequence of, the performance of the work to be undertaken by Subcontractor (the “Work”), as well as any additional work, extra work or add‐on work, provided that indemnification under this agreement shall not exceed the amount of individual project cost as set forth in the executed subcontract cover page and in the contract documents.

The indemnification described above shall require Subcontractor to defend, indemnify and hold harmless Dinkins Construction, LLC for damages to persons or property caused in whole or in part by any act, omission, or default of:

(a) Subcontractor;

(b) Any of Subcontractor’s contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees; or

(c) Dinkins Construction, LLC or its officers, directors, agents, or employees.

However, the indemnification described in paragraph (c) above shall not include claims of or damages resulting from (1) the gross negligence or willful, wanton or intentional misconduct of Dinkins Construction, LLC or its officers, directors, agents or employees, or (2) statutory violation or punitive damages unless caused by or resulting from the acts or omissions of Subcontractor, its contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees.

If this construction contract is for a public agency or in connection with a public agency's project, Subcontractor shall defend, indemnify and hold harmless Dinkins Construction, LLC and its officers and employees from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Subcontractor or persons employed or utilized by Subcontractor in the performance of the construction contract.

Recovery of attorneys’ fees, costs, court costs, expenses and disbursements hereunder shall include all those attorneys’ fees, costs, court costs, expenses and disbursements incurred in defense of any underlying claim, in the enforcement of this indemnity agreement, in the prosecution of any claim for indemnification hereunder and in pursuit of any claim for insurance coverage that the Subcontractor is required to procure.

This contract is governed by Florida law.

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9.2 INDEMNITY FOR THIRD PARTY ACTIONS. Should any person, including Owner, assert a claim or institute a legal action or proceeding against Contractor or Architect involving the manner or sufficiency of the performance of the Subcontractor's Work then upon request of Contractor, Subcontractor shall promptly assume the defense of such claim, suit, action or proceeding at Subcontractor's expenses and Subcontractor shall indemnify and hold harmless Contractor and Architect and their agents, employees, officers, directors, and representatives from and against any liability, loss, damage or expenses (including reasonable attorney's fees on appeal or otherwise) arising out of or relating to such claim, suit, action or proceeding.

9.3 SUBCONTRACTOR'S INSURANCE. Prior to the start of the Subcontractor's Work, the Subcontractor at its sole expense shall procure and maintain for the Project entirety Workers' Compensation Insurance, Employers Liability Insurance, Comprehensive General Liability Insurance, Automotive Liability Insurance, and any other insurance required in the limits required in the attached Exhibit B.

9.4 CANCELLATION, RENEWAL OR MODIFICATION. All of Subcontractor's insurance policies shall contain a provision that the coverage afforded hereunder shall not be cancelled nor restrictive modifications added until a minimum of thirty (30) days written notice has been given to the Contractor.

9.5 CONTRACTOR'S RIGHT TO SUPPLEMENT INSURANCE OR TERMINATE AGREEMENT. In the event that the Subcontractor fails to obtain or maintain any insurance required under this Agreement, then the Contractor may purchase such additional coverage and charge the expense thereof to the Subcontractor.

Alternatively, in Contractor's sole discretion, the Subcontract may be terminated in its entirety for such failure to provide required insurance coverage.

ARTICLE 10 - DISPUTE RESOLUTION

10.1 MEDIATION. Any claim arising out of or related to this Subcontract, except those waived by this Agreement, shall be subject to mediation pursuant to Chapter 44, Florida Statutes. Subcontractor and Contractor are to agree on a mediator, but if no agreement is reached, Contractor shall select a mediator with substantial experience in construction matters.

10.2 DISPUTES INVOLVING OWNER. In the event of a dispute between Contractor and Subcontractor arising under or relating to this Agreement which involves the rights, duties and obligations of the Owner, the dispute shall be decided in accordance with the Contract Documents; Subcontractor and its surety, if applicable, shall be bound to Contractor to the same extent Contractor is bound to Owner in accordance with determinations made by the court or tribunal that decides such disputes. Subcontractor shall be afforded a reasonable opportunity to present testimony and information concerning its rights in such proceedings. Subcontractor shall have a duty to cooperate with Contractor in any such proceeding.

10.3 DISPUTES NOT INVOLVING OWNER. In the event of a dispute between Contractor and Subcontractor arising under or relating to this Agreement which does not involve the rights, duties and obligations of the Owner, including Subcontractor claims against Contractor's payment bond surety, then either party may pursue its remedies at law or in equity in any court having jurisdiction over the Contractor, or at the sole discretion of the Contractor, any such dispute or any dispute of any nature whatsoever shall be decided by binding arbitration as provided in Article 10.4.

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10.4 ARBITRATION. Should the Contractor elect to have a dispute resolved by arbitration then Claims not resolved by mediation shall be decided, at the sole option of the Contractor, by binding arbitration as provided herein, and unless otherwise mutually…