Exhibit 10.1


 


AIA® Document A101TM — 1997


 


Standard Form of Agreement Between
Owner and Contractor


where
the basis of payment is a STIPULATED SUM


 


AGREEMENT made as of the 28th day of June in the
year of 2005


(In words indicate day, month and year)


 


	
  BETWEEN
  the Owner:

  	
   

  	
   

  
	
  (Name,
  address and other information)

  	
   

  	
  This
  document has important legal consequences. Consultation with an attorney is 

  
	
  First
  Community Bank

  	
   

  	
  encouraged
  with respect to its completion or 

  
	
  P.O. Box
  64

  	
   

  	
  modification.

  
	
  Lexington,
  SC 290271

  	
   

  	
   

  
	
  

  

  

  and the Contractor:

  (Name, address and other information)

  	
   

  	
  AIA
  Document A201-1997, General Conditions of the Contract for
  Construction, is adopted in this document by reference. Do not use with other
  general conditions unless this document is modified.

  
	
   

  	
   

  	
   

  
	
  Summerfield
  Associates, Inc.

  	
   

  	
  This
  document has been approved and endorsed

  
	
  P.O. Box
  5815

  	
   

  	
  by
  The Associated General Contractors of 

  
	
  West
  Columbia, SC 29171

  	
   

  	
  America.

  



 


The Project is:


(Name and location)


 


First
Community Bank


Administration
Center


5455
Sunset Blvd.


Lexington,
SC 29072


 


The
Architect is:


(Name,
address and other information)


 


JHS
Architecture:  Integrated Design


1812
Lincoln Street, Suite 300


Columbia,
SC 29201


 


The
Owner and Contractor agree as follows.


 


AIA
Document A101TM-1997. Copyright © 1915, 1918, 1925,
1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by
The American Institute of
Architects. All rights reserved. WARNING: This
AIA® Document is protected by U.S. Copyright Law and International Treaties.
Unauthorized reproduction or distribution of this AIA® Document, or any portion
of it, may result in severe civil and criminal penalties, and will be
prosecuted to the maximum extent possible under the law. Purchasers are
permitted to reproduce ten (10) copies of this document when completed. To
report copyright violations of AIA Contract Documents, e-mail The American
Institute of Architects’ legal counsel copyright@aia.org.


 


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ARTICLE 1 THE CONTRACT DOCUMENTS


 


The
Contract Documents consist of this Agreement, Conditions of the Contract
(General, Supplementary and other Conditions), Drawings, Specifications,
Addenda issued prior to execution of this Agreement, other documents listed in
this Agreement and Modifications issued after execution of this Agreement;
these form the Contract, and are as fully a part of the Contract as if attached
to this Agreement or repeated herein. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes prior
negotiations, representations or agreements, either written or oral. An
enumeration of the Contract Documents, other than Modifications, appears in Article 8.


 


ARTICLE 2
THE WORK OF THIS CONTRACT


 


The
Contractor shall fully execute the Work described in the Contract Documents,
except to the extent specifically indicated in the Contract Documents to be the
responsibility of others.


 


ARTICLE 3
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION


 


§ 3.1 The date of commencement of the Work shall be
the date of this Agreement unless a different date is stated below or provision
is made for the date to be fixed in a notice to proceed issued by the Owner.


(Insert the date of commencement if it differs from the date
of this Agreement or, if applicable, state that the date will be fixed in a
notice to proceed.)


 


July 11,
2005 or upon receipt of building permit (whichever is later)


 


If,
prior to the commencement of the Work, the Owner requires time to file
mortgages, mechanic’s liens and other security interests, the Owner’s time
requirement shall be as follows:


 


§ 3.2 The Contract
Time shall be measured from the date of commencement.


 


§ 3.3 The Contractor
shall achieve Substantial Completion of the entire Work not later than        days
from the date of commencement, or as follows:


(Insert number of calendar days. Alternatively, a calendar
date may be used when coordinated with the date of commencement. Unless stated
elsewhere in the Contract Documents, insert any requirements for earlier Substantial
Completion of certain portions of the Work)


 


303
Calendar Days


 


,
subject to adjustments of this Contract Time as provided in the Contract
Documents.


(Insert provisions, if any, for liquidated damages relating
to failure to complete on time or for bonus payments for early completion of
the Work.)


 


ARTICLE 4
CONTRACT SUM


 


§ 4.1 The Owner shall pay the Contractor the
Contract Sum in current funds for the Contractor’s performance of the Contract.
The Contract Sum shall be Three million Three hundred ninety four thousand two hundred
twenty two dollars ($3,394,222.00), subject to additions and deductions as
provided in the Contract Documents.


 


§ 4.2 The Contract Sum
is based upon the following alternates, if any, which are described in the
Contract Documents and are hereby accepted by the Owner:


(State the numbers or other identification of accepted
alternates. If decisions on other alternates are to be made by


 


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the Owner subsequent to the execution of this Agreement,
attach a schedule of such other alternates showing time amount for each
and the date when that amount expires)


 


Copy
of Summerfield Associates, Inc. quote dated June 27, 2005.


 


§ 4.3 Unit prices, if
any, are as follows:


 


None


 


ARTICLE 5 PAYMENTS


 


§ 5.1 PROGRESS PAYMENTS


 


§ 5.1.1 Based
upon Applications for Payment submitted to the Architect by the Contractor and
Certificates for Payment issued by the Architect, the Owner shall make progress
payments on account of the Contract Sum to the Contractor as provided below and
elsewhere in the Contract Documents.


 


§ 5.1.2 The period
covered by each Application for Payment shall be one calendar month ending on
the last day of the month, or as follows:


 


§ 5.1.3 Provided that
an Application for Payment is received by the Architect not later than the 25th
day of a month, the Owner shall make payment to the Contractor not later than
the 15th day of the                       month.
If an Application for Payment is received by the Architect after the application
date fixed above, payment shall be made by the Owner not later than (      )
days after the Architect receives the Application for Payment.


 


§ 5.1.4 Each
Application for Payment shall be based on the most recent schedule of
values submitted by the Contractor in accordance with the Contract Documents.
The schedule of values shall allocate the entire Contract Sum among the
various portions of the Work. The schedule of values shall be prepared in
such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect,
shall be used as a basis for reviewing the Contractor’s Applications for
Payment.


 


§ 5.1.5 Applications
for Payment shall indicate the percentage of completion o each portion of the
Work as of the end of the period covered by the Application for Payment.


 


§ 5.1.6 Subject to
other provisions of the Contract Documents, the amount of each progress payment
shall be computed as follows:


 


.1              Take that portion of the Contract Sum properly allocable to completed
Work as determined by multiplying the percentage completion of each portion of the
Work by the share of the Contract Sum allocated to that


 


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portion
of the Work in the schedule of values, less
retainage of ten percent (10%). Pending
final determination of cost to the Owner of changes in the
Work, amounts not in dispute shall be included as provided in Section 7.3.8 of
AIA Document A201-1997;


 


.2              Add that portion of the Contract Sum properly allocable to materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction
(or, if approved in advance by the Owner, suitably stored off the site at a
location agreed upon in writing), less retainage of percent (10%);


 


.3              Subtract the aggregate of previous payments
made by the Owner; and


 


.4              Subtract amounts, if any, for which the
Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-1997.


 


§ 5.1.7 The progress
payment amount determined in accordance with Section 5.1.6 shall be further modified under the
following circumstances:


 


.1              Add, upon Substantial Completion of the Work,
a sum sufficient to increase the total payments to the full amount of the
Contract Sum, less such amounts as the Architect shall determine for incomplete
Work, retainage applicable to such work and unsettled claims; and


(Section 9.8.5 of AIA Document A201-1997 requires
release of applicable retainage upon Substantial Completion of Work with
consent of surety, if any.)


 


.2              Add, if final completion of the Work is
thereafter materially delayed through no fault of the Contractor, any
additional amounts payable in accordance with Section 9.10.3 of AIA Document
A20 1-1997.


 


§ 5.1.8 Reduction or
limitation of retainage, if any, shall be as follows:


(If it is intended, prior to Substantial Completion of the
entire Work, to reduce or limit the retainage resulting from the percentages
inserted in Sections 5.1.6.1 and 5.1, 6.2 above, and this is not explained
elsewhere in the Contract Documents, insert here provisions for such reduction
or limitation.)


 


Reduce
retainage to 5% upon substantial completion as approved by both Owner and Architect.


 


§ 5.1.9  Except with the Owner’s prior approval, the
Contractor shall not make advance payments to suppliers for materials or
equipment which have not been delivered and stored at the site.


 


§ 5.2 FINAL PAYMENT


 


§ 5.2.1 Final
payment, constituting the entire unpaid balance of the Contract Sum, shall be
made by the Owner to the Contractor when:


 


.1              the Contractor has fully performed the
Contract except for the Contractor’s responsibility to, correct Work as
provided in Section l2.22 of AIA Document A201-l997, and to satisfy
other requirements, if any, which extend beyond final payment; and


 


.2              a final Certificate for Payment has been
issued by the Architect.


 


§ 5.2.2 The Owner’s
final payment to the Contractor shall be made no later than 30 days after the
issuance of the Architect’s final Certificate for Payment, or as follows:


 


ARTICLE 6 TERMINATION OR SUSPENSION


 


§ 6.1 The Contract may
be terminated by the Owner or the Contractor as provided in Article 14 of AIA
Document A20l-1997.


 


§ 6.2 The Work may be
suspended by the Owner as provided in Article 14 of AIA Document A201-1997.


 


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ARTICLE 7 MISCELLANEOUS PROVISIONS


 


§ 7.1 Where
reference is made in this Agreement to a provision of AIA Document A201-1997
or another Contract Document, the reference refers to that provision as amended
or supplemented by other provisions of the Contract Documents.


 


§ 7.2 Payments due and
unpaid under the Contract shall bear interest from the date payment is due at
the rate stated below, or in the absence thereof, at the legal rate prevailing
from time to time at the place where the Project is located.


(Insert rate of interest agreed upon. if any.)


 


(Usury laws and requirements under the Federal Truth in
Lending Act, similar state and local consumer credit laws and other regulations
at the Owner’s and Contractor’s principal places of business, the location of
the Project and elsewhere may affect the validity of this provision. Legal
advice should be obtained with respect to deletions or modifications and also
regarding requirements such as written disclosures or waivers.)


 


§ 7.3 The
Owner’s representative is:


 


(Name, address and other information)


 


David
Proctor


First
Community Bank


P.0.
Box 64


Lexington,
SC 29071


 


§ 7.4 The Contractor’s
representative is:


(Name, address and other information)


 


Tim
Floyd


Summerfield
Associates, Inc.


P.0. Box 5815


West
Columbia, SC 29171


 


§ 7.5 Neither
the Owner’s nor the Contractor’s representative shall be changed without ten
days written notice to the other party.


 


§ 7.6 Other
provisions:


 


ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS


 


§ 8.1 The
Contract Documents, except for Modifications issued after execution of this
Agreement, are enumerated as
follows:


 


§ 8.1.1 The Agreement
is this executed 1997 edition of the Standard Form of Agreement Between
Owner and Contractor, AIA Document A 101-1997.


 


§ 8.1.2 The General
Conditions are the 1997 edition of the General Conditions of the Contract for
Construction, AIA Document A20 1-1997.


 


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§ 8.1.3 The
Supplementary and other Conditions of the Contract are those contained in the
Project Manual dated and are as follows


 


	
  Document

  	
   

  	
  Title

  	
   

  	
  Pages

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Specifications

  	
   

  	
  Dated April 25, 2005

  	
   

  	
   

  	
   

  



 


§ 8.1.4 The
Specifications are those contained in the Project Manual dated as in Section 8.1.3,
and are as follows:


(Either list the Specifications here or refer to an exhibit attached
to this Agreement.)


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Pages

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Specifications

  	
   

  	
  Dated April 25, 2005

  	
   

  	
   

  	
   

  



 


§ 8.1.5 The Drawings are as follows, and are dated                        unless
a different date is shown below:


(Either list the Drawings here or refer to an exhibit
attached to this Agreement.)


 


	
  Number

  	
   

  	
  Title

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


See attached - Exhibit “A”


 


§ 8.1.6 The
Addenda, if any, are as follows:


 


	
  Number

  	
   

  	
  Date

  	
   

  	
  Pages

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  May 4, 2005

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  May 5, 2005

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  May 9, 2005

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  May 11, 2005

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  May 13, 2005

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  May 17, 2005

  	
   

  	
   

  	
   

  



 


Portions
of Addenda relating to bidding requirements are not part of the Contract
Documents unless the bidding requirements are also enumerated in this Article 8.


 


§ 8.17  Other documents, if any, forming part of the
Contract Documents are as follows:


(List here any additional documents that are intended to
form part of the Contract Documents. AIA Document A201-1997 provides that
bidding requirements such as advertisement or invitation to bid, Instructions
to Bidders, sample forms and the Contractors’ bid are not part of the Contract
Documents unless enumerated in this Agreement. They should be listed here only
if intended to be part of the Contract Documents.)


 


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This
Agreement is entered into as of the day and year first written above and is
executed in at least three original copies, of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.


 


 


	
  First Community Bank

  	
  Summerfield Associates, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OWNER (Signature)

  	
  CONTRACTOR (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
  David K. Proctor, SVP

  	
   

  	
  T.R. Floyd, President

  	
   

  
	
  (Printed name and title)

  	
  (Printed name and title)

  



 


 


CAUTQN:  You should sign an original AIA Contract
Document, on which this text appears in RED. 
An original assures that changes will not be obscured.


 


 


General SA
Contractors


 


Summerfield Associates, Inc.


315 DREHER ROAD, P.O. BOX 5815


WEST COLUMBIA, SOUTH CAROLINA 29171


(803) 791-5035


Fax 796-1651


 


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