Exhibit 10.1


 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 


    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    


 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 






 





	 	  Document
    A133TM – 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 A201TM —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 A133TM — 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 A133TM — 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