EX-10.1 2 f10q0916ex10i_immucellcorp.htm STANDARD FORM OF AGREEMENT

Exhibit 10.1

| Document A133™ – 2009 Exhibit A

Guaranteed Maximum Price Amendment

for the following PROJECT:

(Name and address or location)

Mast Out Facility

33 Caddie Lane — Unit 11 Portland, ME 04103

THE OWNER:

(Name, legal status and address)

ImmuCell Corp.

56 Evergreen Drive

Portland, ME 04103

THE CONSTRUCTION MANAGER:

(Name, legal status and address)

Consigli Construction Co, Inc.

15 Franklin Street

Portland, ME 04101

ARTICLE A.1

§ A.1.1 Guaranteed Maximum Price

Pursuant to Section 2.2.6 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a Guaranteed Maximum Price. As agreed by the Owner and Construction Manager, the Guaranteed Maximum Price is an amount that the Contract Sum shall not exceed. The Contract Sum consists of the Construction Manager's Fee plus the Cost of the Work, as that term is defined in Article 6 of this Agreement.

§ A.1.1.1 The Contract Sum is guaranteed by the Construction Manager not to exceed Four million nine hundred twenty five thousand five hundred sixteen dollars ($ 4,925,516), subject to additions and deductions by Change Order as provided in the Contract Documents.

§ A.1.1.2 Itemized Statement of the Guaranteed Maximum Price. Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, allowances, contingencies, alternates, the Construction Manager's Fee, and other items that comprise the Guaranteed Maximum Price.

(Provide below or reference an attachment.)

Refer to Section A.1.1.2

§ A.1.1.3 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 the Contract Documents permit the Owner to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.)

Not Applicable

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

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

AIA Document A201™ —2007, 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.

Init. / | AIA Document A133™ — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 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. This document was produced by AIA software at 13:40:05 on 09/21/2016 under Order No.6554576646_1 which expires on 04/06/2017, and is not for resale.
| User Notes: | (1852520786)

|  | 1

§ A.1.1.4 Allowances included in the Guaranteed Maximum Price, if any:

(Identify allowance and state exclusions, if any, from the allowance price.)

(Table deleted)

Refer to Section A.1.1.4

§ A.1.1.5 Assumptions, if any, on which the Guaranteed Maximum Price is based:

Refer to Section A.1.1.5

§ A.1.1.6 The Guaranteed Maximum Price is based upon the following Supplementary and other Conditions of the Contract:

(Table deleted)

Geotechnical Report by SW Cole Engineering dated March 31, 2016

§ A.1.1.7 The Guaranteed Maximum Price is based upon the following Specifications:

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

Refer to Section A.1.1.7 & A.1.1.8

(Table deleted)

§ A.1.1.8 The Guaranteed Maximum Price is based upon the following Drawings:

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

Refer to Section A.1.1.7 & A.1.1.8

(Table deleted)

§ A.1.1.9 The Guaranteed Maximum Price is based upon the following other documents and information:

(List any other documents or information here, or refer to an exhibit attached to this Agreement.)

AIA Document A133 — 2009 — Agreement between Owner and Construction Manager dated August 10, 2016

AIA Document A201 — 2007 — General Conditions of the Contract for Construction

ARTICLE A.2

§ A.2.1 The anticipated date of Substantial Completion established by this Amendment:

Refer to Section A.2.1

Temporary Certificate of Occupancy = | July 7, 2017
Final Certificate of Occupancy = | January 5, 2018

/s/ Elizabeth Williams |  | /s/ David Thomas
OWNER (Signature) |  | CONSTRUCTION MANGER (Signature)
Elizabeth Williams — Vice President |  | David Thomas — Project Executive
(Printed name and title) |  | (Printed name and title)

/s/ Michael F. Brigham |  |
(Signature) |  |
Michael F. Brigham — President & CEO |  |
(Printed name and title) |  |

Init. / | AIA Document A133™ — 2009 Exhibit A. Copyright © 1991, 2003 and 2009 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. This document was produced by AIA software at 13:40:05 on 09/21/2016 under Order No.6554576646_1 which expires on 04/06/2017, and is not for resale.
| User Notes: | (1852520786)

|  | 2

| A.1.1.2 - Estimate Summary | 8/31/2016
ImmuCell - Mast Out Facility |
GMP - Packages A & B |

Description |  | Takeoff Qty |  |  | Total Cost/Unit |  |  | Total Amount |
A Sitework, Foundations & Below Slab |  |  |  |  |  |  |  |  |
03-30 CONCRETE |  |  |  |  |  |  |  |  |  |  | 371,717 |
05-50 MISCELLANEOUS METALS |  |  |  |  |  |  |  |  |  |  | 1,500 |
06-80 COMPOSITE FABRICATIONS |  |  |  |  |  |  |  |  |  |  | 5,550 |
07-10 WATERPROOFING |  |  |  |  |  |  |  |  |  |  | 9,000 |
11-10 LOADING DOCK EQUIPMENT |  |  |  |  |  |  |  |  |  |  | 11,737 |
22-01 PLUMBING |  |  |  |  |  |  |  |  |  |  | 132,100 |
26-01 ELECTRICAL |  |  |  |  |  |  |  |  |  |  | 56,064 |
31-23 SITEWORK |  |  |  |  |  |  |  |  |  |  | 430,382 |
A Sitework, Foundations & Below Slab |  |  |  |  |  |  |  |  |  |  | 1,018,050 |

B Superstructure & Shell |  |  |
03-30 CONCRETE |  |  | 49,947 |
04-20 MASONRY |  |  | 377,485 |
05-12 STRUCTURAL STEEL |  |  | 719,371 |
05-50 MISCELLANEOUS METALS |  |  | 405,370 |
07-42 METAL/COMPOSITE PANELS & SIDING |  |  | 288,620 |
07-50 MEMBRANE ROOFING |  |  | 176,680 |
08-10 DOORS, FRAMES & HARDWARE |  |  | 58,700 |
08-36 OVERHEAD DOORS/LOADING DOCK EQUIP |  |  | 19,250 |
08-51 METAL WINDOWS |  |  | 15,800 |
09-21 DRYWALL |  |  | 792 |
13-95 OTHER SPECIAL CONSTRUCTION |  |  | 18,000 |
14-40 LIFTS |  |  | 90,000 |
B Superstructure & Shell |  |  | 2,220,015 |

1696 ImmuCell - GMP Packages A & B.pee |  | Page 1

| A.1.1.2 - Estimate Summary | 8/31/2016
ImmuCell - Mast Out Facility |
GMP - Packages A & B |

Estimate Totals

Description |  | Amount |  |  | Totals |  |  | Rate |  |  | Cost per Unit |
Subtotal |  |  | 3,238,066 |  |  |  | 3,238,066 |  |  |  |  |  |  |  | 174.79 /SF |
Design Contingency Pack. B 5% |  |  | 111,001 |  |  |  |  |  |  |  |  |  |  |  | 5.99 /SF |
SDI (Subcontractor Bonds) |  |  | 46,887 |  |  |  |  |  |  |  | 1.400 | % |  |  | 2.53 /SF |
Subtotal |  |  | 157,888 |  |  |  | 3,395,954 |  |  |  |  |  |  |  | 183.32 /SF |
Contractor's Contingency |  |  | 101,879 |  |  |  |  |  |  |  | 3.000 | % |  |  | 5.50 /SF |
General Requirements |  |  | 279,105 |  |  |  |  |  |  |  |  |  |  |  | 15.07 /SF |
General Conditions |  |  | 834,393 |  |  |  |  |  |  |  |  |  |  |  | 45.04 /SF |
Subtotal |  |  | 1,215,377 |  |  |  | 4,611,331 |  |  |  |  |  |  |  | 248.92 /SF |
Builder's Risk Insurance |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General Liability Insurance |  |  | 68,957 |  |  |  |  |  |  |  | 1.400 | % |  |  | 3.72 /SF |
Building Permit |  |  | 78,665 |  |  |  |  |  |  |  |  |  |  |  | 4.25 /SF |
Performance & Payment Bond |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Subtotal |  |  | 147,622 |  |  |  | 4,758,953 |  |  |  |  |  |  |  | 256.89 /SF |
Fee |  |  | 166,563 |  |  |  |  |  |  |  | 3.500 | % |  |  | 8.99 /SF |
Escalation |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total |  |  |  |  |  |  | 4,925,516 |  |  |  |  |  |  |  | 265.88 /SF |

1696 ImmuCell - GMP Packages A & B.pee |  | Page 2