Owner-Contractor Agreement Between Mercantile Bank of West Michigan and Visser Brothers for Kentwood Branch Construction
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Mercantile Bank of West Michigan and Visser Brothers entered into a contract for the construction of the Kentwood Branch, with Concept Design Group as the architect. The agreement sets a fixed payment of $930,775.71 for the contractor to complete the work by November 15, 2002, subject to adjustments. Payments will be made monthly based on progress, with a 5% retainage. The contract incorporates standard AIA terms and outlines the responsibilities, payment schedule, and completion timeline for the project.
EX-10.25 8 k74358exv10w25.txt AMENDMENT TO EMPLOYMENT AGREEMENT [This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.] [AIA Document ###-###-####, 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.] [This document has been approved and endorsed by The Associated General Contractors of America.] 1997 EDITION EXHIBIT 10.25 AIA DOCUMENT A101-1997 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM AGREEMENT made as of the eighth day of May in the year Two Thousand and Two (In words, indicate day, month and year) BETWEEN the Owner: Mercantile Bank Of West Michigan (Name, address and other information) 5650 Byron Center Ave. Wyoming, MI 49509 and the Contractor: Visser Brothers (Name, address and other information) 1946 Turner NE Grand Rapids, MI 49504 The Project is: Mercantile Bank of West Michigan (Name and location) Kentwood Branch 4860 Broadmoor Avenue Kentwood, MI 49512 The Architect is: Concept Design Group (Name, address and other information) 89 Monroe Center, Suite 400 Grand Rapids, MI 49503 The Owner and Contractor agree as follows. [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 OWNER-CONTRACTOR AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 COPYRIGHT 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, (C) 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. 1 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.) 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.) November 15, 2002 , 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.) [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 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 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 Nine Hundred Thirty Thousand Seven Hundred Seventy Five and 71/100 Dollars ($930,775.71), 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 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 that amount expires.) No deductive alternates were accepted. 4.3 Unit prices, if any, are as follows: Placing new soil and removal and disposal of unsuitable soil offsite as selected by soil engineer. Under parking lot 15.00/cu. yd. in place Under foundation & footing 18.00/cu. yd. in place Under utility trenches 18.00/cu. yd. in place 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 thirtieth day of a month, the Owner shall make payment to the Contractor not later than the thirtieth day of the following 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 thirty (30) 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. [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 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 5.1.5 Applications for Payment shall indicate the percentage of completion of 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 portion of the Work in the schedule of values, less retainage of five percent (5%). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Subparagraph 7.3.8 of AIA Document ###-###-####; .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 five percent(5%); .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 Paragraph 9.5 of AIA Document ###-###-####. 5.1.7 The progress payment amount determined in accordance with Subparagraph 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 (Subparagraph 9.8.5 of AIA Document ###-###-#### 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 Subparagraph 9.10.3 of AIA Document ###-###-####. 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 Clauses 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.) 5.1.9 Except with the Owners 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 Subparagraph 12.2.2 of AIA Document ###-###-####, 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. [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 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 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 ###-###-####. 6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document ###-###-####. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision of AIA Document ###-###-#### 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: Bob Kaminski (Name, address and other information) 5650 Byron Center Ave. Wyoming, MI 49509 7.4 The Contractor's representative is: Jahn deBlecourt (Name, address and other information) 1946 Turner NE Grand Rapids, MI 49504 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: [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 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 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 A101-1997. 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document ###-###-####. 8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated March 11, 2002, and are as follows: Document Title Pages See Exhibit "A" 8.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 8.1.3, and are as follows: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Section Title Pages See Exhibit "A" 8.1.5 The Drawings are as follows, and are dated March 11, 2002 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 Exhibit "A" [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 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. 6 8.1.6 The Addenda, if any, are as follows:
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. 8.1.7 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 ###-###-#### provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's 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.) Exhibit "B" Original Bid Form Exhibit "C" Bid Adjustment Letter dated May 1, 2002 Exhibit "D" Project Schedule Exhibit "E" Letter for Sanitary Add dated May 6, 2002 Exhibit "F" Letter for Sanitary & Water Add dated May 6, 2002 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. Mercantile Bank of West Michigan by /s/ Robert B. Kaminski /s/ Bruce Visser ----------------------------------- -------------------------------- OWNER (Signature) CONTRACTOR (Signature) /s/ Robert B. Kaminski SVP Bruce Visser C.E.O. ----------------------------------- -------------------------------- (Printed name and title) (Printed name and title) CAUTION: You should sign an original AIA document or a licensed reproduction. Originals contain the AIA logo printed in red; licensed reproductions are those produced in accordance with the Instructions to this document. [AIA LOGO] (C)1997 AIA(R) AIA DOCUMENT A101-1997 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. 7 EXHIBIT 'A' 1 OF 2
EXHIBIT 'A' 2 OF 2 A3.1 - MAIN FLOOR REFLECTED CEILING PLAN A4.1 - INTERIOR ELEVATIONS A4.2 - INTERIOR DETAILS A4.3 - INTERIOR DETAILS A5.1 - EXTERIOR ELEVATIONS A6.1 - BUILDING SECTIONS A7.1 - EXTERIOR WALL SECTIONS A7.2 - EXTERIOR WALL SECTIONS A8.1 - EXTERIOR DETAILS A8.2 - EXTERIOR DETAILS F1.1 - FURNITURE PLAN (FOR INFORMATION ONLY) S1.0 - FOUNDATION PLAN S2.0 - FOUNDATION DETAILS S3.0 - MAIN FLOOR FRAMING PLAN S3.1 - ROOF FRAMING PLAN S4.0 - FRAMING DETAILS S4.1 - STRUCTURAL NOTES P1.0 - MAIN FLOOR PLUMBING PLAN M1.0 - MAIN FLOOR MECHANICAL PLAN M2.0 - SNOWMELT TUBING PLAN E1.0 - BASEMENT & MAIN FLOOR LIGHTING PLANS E2.0 - BASEMENT & MAIN FLOOR POWER PLANS E3.0 - ONE-LINE DIAGRAM E4.0 - ELECTRICAL NOTES & SPECIFICATIONS Exhibit "B" 1 of 3 BID FORM NAME OF BIDDER VISSER BROTHERS, INC. -------------------------------------------------------------- ADDRESS 1946 Turner NW ---------------------------------- Grand Rapids, Michigan 49504 PHONE ###-###-#### ---------------------------------- ------------------ FAX ###-###-#### ------------------ PROJECT: Mercantile Bank of West Michigan Kentwood Branch 4860 Broadmoor Avenue Kentwood, MI 49506 ARCHITECT: Concept Design Group 89 Monroe Centre NW Grand Rapids, Michigan 49518 The undersigned, having familiarized themselves with the local conditions affecting the cost of the Work and with the Contract Documents including: Drawings: T1.1, C1, C2, C3, C4, 1/1, L-1.1, A1.0, A1.1, A1.2, A2.1, A2.2, A3.1, A3.2, A4.1, A4.2, A4.3, A5.1, A6.1, A7.1, A7.2, A8.1, A8.2, F1.0, S1.0, S2.0, S3.0, S3.1, S4.0, S4.1, P1.0, M1.0, M2.0, E1.0, E2.0. E3.0, E4.0 Instruction to Bidders, General and Supplementary Conditions, Specifications and General Requirements dated March 11, 2002, hereby propose to furnish all labor, materials, equipment and services necessary for and reasonably incidental to the proper completion of the above named project, in accordance with the Contract Documents including all addenda issued thereto. BASE BID: Eight Hundred Ninty Seven Thousand 00/100 - -------------------------------------------------------------------------------- Dollars ($ 897,000.00 ) - ------------------------------ ------------------------------------- ALTERNATES A Delete Masonry Retaining wall on South side of building and Taper grade down on adjoining site to the South (Fourteen Thousand, Four Hundred) Dollars $ (14,400.00) --------------------------------------------- --------------- B Delete Boiler and Snow Melt System from front entry sidewalk. (Thirteen Thousand Three Hundred Fifty) Dollars $ (13,350.00) --------------------------------------------- --------------- C Dollars $ --------------------------------------------- --------------- D Dollars $ --------------------------------------------- --------------- E Dollars $ --------------------------------------------- --------------- UNIT PRICING Give unit price for removing and disposing of unsuitable soil offsite and replacing soil backfill material as selected by soils engineer. Remove soil and backfill with approved material. Under Parking lot Dollars $ 15.00 /cu.yd Under Foundations & Footing Dollars $ 18.00 /cu.yd Under Utility Trenches Dollars $ 18.00 /cu.yd Bid Form Exhibit "B" 2 of 3 Page 2 of 2 FEES FOR ADDITIONAL WORK For additional work performed upon authorization of the Owner. 1. Our own work: Actual cost to us of labor and materials plus a fee of; 10 %. ---------------- 2. Sub-Contractor's work: Sub-Contractor's price to us plus a fee of; 10 %. ---------------- ACKNOWLEDGMENT OF ADDENDA: The following Addenda have been received and are hereby acknowledged, and their execution included in the above Base Bid: Addenda Numbers: #1-dtd 3/28/02; #2 dtd 4/15/02; #3 - dtd 4/18/02 ------------------------------------------------- DATE OF COMPLETION Assuming a contract will be issued to the General Contractor by April 19th 2002, please identify the anticipated dates of completion would be for each of these milestones.
BID WITHDRAWAL In submitting this bid, it is understood that the right is reserved by the Owner to reject any or all bids or to waive irregularities and that this bid may not be withdrawn for a period of thirty days after opening. This bid is submitted in the name of: (If a Corporation, affix seal) VISSER BROTHERS, INC. ---------------------------------------- BY /s/ Bruce Visser ---------------------------------- TITLE CEO ---------------------------------- DATE April 24, 2002 ---------------------------------- Exhibit "B" 3 of 3 VISSER BROTHERS, INC. [VB LOGO] GENERAL CONTRACTORS Wednesday, April 24, 2002 JOB: MERCANTILE BANK - KENTWOOD BRANCH CLARIFICATIONS TO OUR PROPOSAL 1) No Pylon sign or directional sign. No interior or exterior building signage or numbers. 2) All banking equipment furnished & installed by others. 3) No soil poisoning for termite protection. 4) We do not include excavation of buried top soil. See unit prices. 5) We do not include the sanitary sewer assessment fees, water meter connection fee or sanitary sewer connection fee. 6) No gas or electric service charges, fees or meter costs. 7) We do not include a Performance and Labor or Material Bond. 8) No Teller stations at 113 9) Our proposal includes the retaining wall on the south side of the property made of Landscape Masonry Block (Div. 2) not Building Masonry Block (Div. 4). We do not include a concrete footing under this wall. 10) The painter we used in our proposal did not include any painting in the basement. 11) Security System by others. 12) No new construction for Decel Lane. We include only new pavement marking on paving to create a decal lane. 13) Our Proposal includes 6" kraft faced fiberglass insulation in lieu of spray-on insulation in the high roof area. 1946 Turner Ave, NW - Grand Rapids, M1 49504 ###-###-#### - fax ###-###-#### EXHIBIT "C" - CONTRACT STIPULATED SUM
EXHIBIT "D" MERCANTILE BANK - KENTWOOD BRANCH
Page 1 Exhibit "E" VISSER BROTHERS, INC. [VB LOGO] GENERAL CONTRACTORS Monday, May 06, 2002 Bill Granzow Concept Design 89 Monroe Center Grand Rapids, MI. 49503 RE: MERCANTILE BANK - KENTWOOD Dear Bill: Gordon Start from the City of Kentwood Engineering Department is requiring a $2,500.00 fee for the sanitary sewer lateral that is installed. Please include the following:
Sincerely, /s/ Bruce Visser Bruce Visser 1946 Turner Ave, NW - Grand Rapids, MI 49504 ###-###-#### - fax ###-###-#### Exhibit "F" VISSER BROTHERS, INC. [VB LOGO] GENERAL CONTRACTORS Monday, May 06, 2002 Bill Granzow Concept Design 89 Monroe Center Grand Rapids, MI. 49503 RE: MERCANITLE BANK - 4860 BROADMOOR SE Dear Bill: Please add the City of Grand Rapids fees for sewer and water to the contract. We have paid this invoice so we can get a building permit.
Sincerely, /s/ Bruce Visser Bruce Visser encl: City of Grand Rapids Invoice 1946 Turner Ave, NW - Grand Rapids, MI 49504 ###-###-#### - fax ###-###-####
