<PAGE>
EXHIBIT 10.22
1997 EDITION
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 Twentyth day of
November in the year Two thousand and
Three
(In words, indicate day, month and
year)
BETWEEN the Owner:
Mercantile Bank Real Estate Co. LLC
(Name, address and other information)
5650 Byron
Center Ave.
Wyoming, MI 49509
and the Contractor:
Visser Brothers, Inc.
(Name, address and other information)
1946 Turner
NE
Grand Rapids, MI 49504
The Project is:
Mercantile Bank of West Michigan
(Name and location)
Corporate Office and Downtown Branch
310 Leonard Street NW
Grand Rapids, MI 49503
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.
This document has important legal
consequences. Consultation with an attorney
is encouraged with respect to its
completion or modification.
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.
This document has been approved and
endorsed by The Associated General
Contractors of America.
[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
<PAGE>
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.
November 19, 2003
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.)
January 30, 2005 Per Exhibit "C"
, 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.)
[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
<PAGE>
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 Seven million three hundred sixty four thousand
three
hundred sixty three dollars Dollars($ 7,364,363).00 subject to
additions and deduction 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.)
See Exhibit "B" Final Contract Adjustment Schedule
4.3 Unit
prices, if any, are as follows:
See Exhibit "B"
"B" Final Contract Sum for Mercantile Bank of West Michigan
310 Leonard Street
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.
[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
<PAGE>
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 deter mined 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 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 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 A201-1997.
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
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 Subparagraph 9.10.3 of AIA Document
A201-1997.
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 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 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 Subparagraph 12.2.2 of AIA
Document A201-1997, 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.
[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
<PAGE>
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 A201-1997.
6.2 The Work
may be suspended by the Owner as provided in Article
14 of ALA Document A201-1997.
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)
Bob Kaminski
5650 Byron Center Ave.
Wyoming, MI 49509
7.4 The
Contractor's representative is:
(Name, address and other information)
Jahn deBlecourt
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:
[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
<PAGE>
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
A201-1997.
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
See Exhibit "A"
Supplement conditions to AIA A201 general conditions of the
contract for constructions, 1997 edition Exhibit "D"
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
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"
[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
<PAGE>
8.1.6 The
Addenda, if any, are as follows:
Number
Date
Pages
See Attached Exhibit "A"
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 A201-1997 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.)
See Attached "Exhibit "A"
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.
/s/ Robert B. Kaminski
/s/ Bruce Visser
-------------------------------
-----------------------------
OWNER (Signature)
CONTRACTOR (Signature)
Robert B. Kaminski E.V.P.
C.O.O. Bruce Visser
C.E.O.
-------------------------------
-----------------------------
(Printed name and title)
(Printed name and title)
Of The Owner's Member
Visser Brothers Inc.
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.
[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
<PAGE>
EXHIBIT "A" - CONTRACT DOCUMENT INDEX
PAGE 1 OF 3
EXHIBIT "A" - CONTRACT DOCUMENT INDEX
SPECIFICATION SHEET INDEX
TITLE
INFORMATION FOR BIDDERS
BID FORM
DIVISION 1 - GENERAL REQUIREMENTS
00700
A.I.A General Conditions
00800
1987 Edition Supplementary Conditions
01000
Special Conditions
01027
Applications for Payment
01030
Alternates
01031
Unit
Pricing
01035
Modification Procedures
01040
Project Coordination
01041
Cleaning and Debris Control
01045
Cutting and Patching
01050
Field Engineering
01095
Reference Standards and Definitions
01200
Project Meetings
01300
Submittals
01400
Quality Control Services
01500
Temporary Facilities and Utilities
01520
Temporary Barriers and Fencing
01600
Materials and Equipment
01631
Product
Substitutions
01700
Project Close-Out
01740
Warranties and Bonds
DIVISION 2 - SITE WORK
02100
Demolition
02110
Site Clearing
02200
Earthwork
02511
Hot-Mixed Asphalt Paving
02520
Portland Cement Concrete Paving
02650
Domestic Water Service
02715
Sanitary Sewer
02720
Storm Sewer
02800
Irrigation
02825
Wood Fence and Gates
02900
Landscaping
DIVISION 3 - CONCRETE
03300
Cast-in-Place Concrete
03340
Pre-cast Concrete Plank
DIVISION 4 - MASONRY
04200
Masonry
DIVISION 5 - METALS
05120
Structural Steel
05220
Steel Joists and Joist Girders
05310
Steel Deck
05400
Cold-Formed Metal Framing
05500
Metal Fabrication
DIVISION 6 - WOOD AND PLASTICS
06100
Rough Carpentry
06402
Interior Architectural Woodwork
DIVISION 7 - THERMAL AND MOISTURE
PROTECTION
07100
Water-Proofing
07210
Building Insulation
07240
Exterior Insulation and Finish Systems
07412
Metal Wall Panels
07533
TPO Sheet Roofing & Roof Insulation
07600
Flashing and Sheet Metal
07610
Prefinished Metal Roofing
07901
Joint Sealants
DIVISION 8 - DOORS AND WINDOWS
08111
Standard Steel Doors and Frames
08200
Wood And Plastic Doors
08211
Flush Wood Doors
08340
Security Grill
08400
Glass Doors and Wails
08410
Aluminum Entrances, Storefronts Windows
and Curtain Walls
08710
Door Hardware
08800
Glazing
DIVISION 9 - FINISHES
09250
Gypsum Drywall
09265
Shaft Wall Assemblies
09300
Tile
09510
Acoustical Canopies
09511
Acoustical Panel Ceiling Systems
09660
Resilient Tile Flooring
09678
Resilient Wall Base and Accessories
09680
Carpet
09900
Painting
09950
Wall Coverings
DIVISION 10 - SPECIALTIES
10110
Marker boards
10270
Raised Access Floor
10350
Flag Poles
10500
Plastic Laminate Wood Lockers
10155
Toilet Compartments
10520
Fire Extinguishers, Cabinets and Accessories
10650
Operable Partitions
10800
Toilet and Bath Accessories
<PAGE>
EXHIBIT "A" - CONTRACT DOCUMENT INDEX
PAGE 2 OF 3
DIVISION 11 - Equipment
11010
Window Washing Lifeline Anchors
11020
Security Systems and Equipment
11030
Financial Equipment
11130
Audio - Visual - Communication Equipment
11150
Parking Control Equipment
11452
Residential Appliances
DIVISION 12 - Furnishings
12505
Furniture and Fixture Installation
12670
Entrance Mats
DIVISION 14 - CONVEYOR SYSTEMS
14240
Electric Traction Elevator
DIVISION I5 - MECHANICAL
15010
General Provisions
15100
Basic Materials & Methods
15180
Insulation
15200
Water Supply System
15300
Drainage System
15400
Plumbing Fixtures
15450
Gas Piping System
15550
Fire Protection
15700
Liquid Heat Transfer
15750
Snowmelt System
15800
Air Distribution
15900
Temperature Controls
DIVISION 16 - ELECTRICAL
16010
General Provisions
16050
General Installation
Procedures
16070
Testing
16110
Raceway
16113
Cable Tray
16130
Boxes and
Fittings
16135
Steel Channel
16140
Conditions
16150
Fuses
16170
Wiring Devices
16200
Engine Generator Sets
16205
Transfer Switches
16300
Electrical Services
16340
Switchboards
16350
Grounding
16430
Panel boards
16450
Grounding
16500
Lighting
16540
Lamps
16601
Lightning Protection
16700
Systems
16720
Fire Alarms and Detection
System
16740
Telephone
16750
Building Security
16900
Motor Controls
16930
Lighting and Outlet Controls
DRAWING SHEET INDEX
T1.1
Title Sheet, General Notes, Abbreviations,
Genera]
Information, Symbol Legend
SP1
Specifications
SP2
Specifications
C1
Site Demolition Plan (Fleis & Vandenbrink)
C2
Site Plan (Fleis & Vandenbrink)
C3
Site Plan Details (Fleis & Vandenbrink)
C4.1
Architectural Site Details
C4.2
Architectural Site Details
C4.3
Architectural Site Details
L1.1
Landscaping Plan
L1.2
Landscaping Detail
A1.0
Lower Floor Plan
A1.1
First Floor Plan
A1.2
Second Floor Plan
A1.3
Third Floor Plan
A1.4
Fourth Floor Plan
A1.5
Roof Plan
A1.6
Enlarged Toilet Room Plans
A1.7
Enlarged Toilet Room Plans
A2.1
Door Schedules & Details
A2.2
Door Schedules & Details
A2.3
Door Details
A2.4
Interior Finish Schedules & Specifications
A2.5
Interior Finish Schedules
A2.6
Interior Finish Schedules
A2.7
Lower Floor Finish Plan
A2.8
1st Floor Finish Plan
A2.9
2nd Floor Finish Plan
A2.10
3rd Floor Fin
