Owner-contractor Agreement

Exhibit 10.1


1997 EDITION

AIA DOCUMENT A111 1997

Standard Form of Agreement Between Owner and Contractor where the basis for payment is the COST OF THE WORK PLUS A FEE, with a negotiated guaranteed Maximum Price

AGREEMENT made as of the 30 th day of August in the year 2005 (in words, indicate day, month and year)

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.


This document is not intended for use in competitive bidding.


AIA Document A201-1997, General Conditions of the Contract for Construction, is adopted in this document by reference.


This document has been approved and endorsed by The Associated General Contractors of America.


a91997 AIAae

AIA DOCUMENT A111-1997 OWNER-CONTRACTOR

AGREEMENT

The American Institute Of Architects 1735 New York Avenue, N.W.

Washington, D.C. 20006-5292

BETWEEN the owner:

(Name, address and other information)

Suncoast Bank

8592 Potter Park Dr.

Sarasota, FL 34238

and the Contractor:

(Name, address and other information)

Fred M. Starling, Inc.

2201 Cantu Court

Suite 104

Sarasota, FL 34232

The Project is:

(Name and address)

Suncoast Bank

5115 SR 64 E.

Bradenton, FL

The Architect is:

(Name, address and other information)

Jerry N. Zoller AIA DA.

ARCHITECT/PLANNER

914 14 th Street West

Bradenton, FL 34205


The Owner and Contractor agree as follows.


Copyright 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, @ 1997 by The American Institute of Architects.

Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution.

WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

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 15. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern.


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 RELATIONSHIP OF THE PARTIES


The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor' s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work is an expeditious and economical manner consistent with the Owner' s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1 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.)

August 1st, 2005


If, prior to 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:

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


a9 1997 AIAae

AIA DOCUMENT A111-1997 OWNER-CONTRACTOR AGREEMENT

The American Institute Of Architects

1735 New York Avenue, N.W. Washington, D.C. 20006-5292


WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

2

4.3 The Contractor shall achieve Substantial Completion of the entire Work not later than two hundred ten (210) 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.)


, 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.)


Not Applicable.


ARTICLE 5 BASIS FOR PAYMENT

5.1 CONTRACT SUM

5.1.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor' s performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor' s Fee.


Appendix " A" attached Schedule of Values.

5.1.2 The Contractor' s Fee is:

(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor' s Fee, and describe the method of adjustment of the Contractor' s Fee for changes in the Work.)


Fixed fee of $108,745.

5.2 GUARANTEED MAXIMUM PRICE

5.2.1 The sum of the Cost of the Work and the Contractor' s Fee is guaranteed by the Contractor not to exceed $1,468,054 subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.


(Insert specific provisions if the Contractor is to participate in any savings.)


Not applicable.


5.2.2 The Guaranteed Maximum Price is based on 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 the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.)


Not applicable.


a9 1997 AIAae

AIA DOCUMENT A111-1997 OWNER-CONTRACTOR AGREEMENT

The American Institute Of Architects

1735 New York Avenue, N.W. Washington, D.C. 20006-5292


WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

3

5.2.3 Unit prices, if any, are as follows:


Not Applicable.

5.2.4 Allowances, if any, are as follows:

(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both.)

Blinds and shades:

3,500.00

Tanks and piping for gas:

2,000.00


5.2.5 Assumptions, if any, on which the Guaranteed Maximum Price is based are as follows:


Not Applicable.


5.2.6 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Contractor has provided in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.


ARTICLE 6 CHANGES IN THE WORK

6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Subparagraph 7.3.3 of AIA Document A201-1997.


6.2 In calculating adjustments to subcontracts (except those awarded with the Owner' s prior consent on the basis of cost plus a fee), the terms " cost" and " fee" as used in Clause 7.3.3.3 of AIA Document A201-1997 and the terms " costs" and " a reasonable allowance for overhead and profit" as used in Subparagraph 7.3.6 of AIA Document A201-1997 shall have the meanings assigned to them in AIA Document A201-1997 and shall not be modified by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner' s prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.


6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms " cost" and " costs" as used in the above-referenced provisions of AIA Document A201-1997 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the terms " fee" and " a reasonable allowance for overhead and profit" shall mean the Contractor' s Fee as defined in Subparagraph 5.1.2 of this Agreement.


a9 1997 AIAae

AIA DOCUMENT A111-1997 OWNER-CONTRACTOR AGREEMENT

The American Institute Of Architects

1735 New York Avenue, N.W. Washington, D.C. 20006-5292


WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

4

6.4 If no specific provision is made in Paragraph 5.1 for adjustment of the Contractor' s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Paragraph 5.1 will cause substantial inequity to the Owner or Contractor, the Contractor' s Fee shall be equitably adjusted on the basis of the Fee established for the original Work, and the Guaranteed Maximum price shall be adjusted accordingly.

ARTICLE 7 COSTS TO BE REIMBURSED

7.1 COST OF THE WORK


The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in this Article 7.

7.2 LABOR COSTS


7.2.1 Wages of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner' s approval, at off-site workshops.

7.2 .2 Wages or salaries of the Contractor' s supervisory and administrative personnel when stationed at the site with the Owner' s approval.


(If it is intended that the wages or salaries of certain personnel stationed at the Contractor' s principal or other offices shall be included in the Cost of the Work, identify in Article 14 the personnel to be included and whether for all or only part of their time, and the rates at which their time will be charged to the Work.)


7.2 .3 Wages and salaries of the Contractor' s supervisory or administrative personnel engaged, at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.

7.2.4 Costs paid or incurred by the Contractor for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Subparagraphs 7.2.1 through 7.2.3.

7.3 SUBCONTRACT COSTS


7.3.1 Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts.

7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION


7.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction.


7.4.2 Costs of materials described in the preceding Subparagraph 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner' s property at the completion of the Work or, at the Owner' s option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.


a9 1997 AIAae

AIA DOCUMENT A111-1997 OWNER-CONTRACTOR AGREEMENT

The American Institute Of Architects

1735 New York Avenue, N.W. Washington, D.C. 20006-5292


WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.

5 7.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS.


7.5.1 Costs, including transportation and storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers, that are provided by the Contractor at the site and fully consumed in the performance of the Work; and cost (less salvage value) of such items if not fully consumed, whether sold to others or retained by the Contractor. Cost for items previously used by the Contractor shall mean fair market value.

7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, whether rented from the Contractor or others, and costs of transportation, installation, minor r ...