EXHIBIT 10.1
DEVELOPMENT COORDINATION AGREEMENT
THIS AGREEMENT is made and executed this 9th day of May 2005, by and between
INVESTMENT PROPERTY ASSOCIATES, INC. (hereinafter "IPA") of 0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxxxx 00000, and Community Shores Bank (hereinafter
"Owner") of 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
PREAMBLE
1. Owner desires to have IPA perform various services with regard to
development of a 16,000 to 20,000 square foot banking and general office
facility on property legally described on Exhibit A attached hereto
("Property"). Said development shall hereinafter be referred to as the
"Project."
2. IPA has agreed to provide such services as desired of it by Owner
all in accordance with the terms of this Agreement.
AGREEMENT
IN CONSIDERATION of the foregoing facts and the mutual covenants set
forth below, the parties have agreed as follows:
1. Appointment by Owner. Owner hereby appoints IPA as its agent for the
development of the Project and, in such capacity, IPA shall perform on behalf of
Owner each of the following services with respect to the Project:
a. Assist and advise regarding site planning, land use, building
concepts and design.
b. Seek all necessary governmental approvals for completion of
the Project including site plan and variance approvals, if
required.
c. Seek all necessary site plan and building plan approvals
pursuant to restrictive covenants which govern the Property.
d. Formulate a budget for the Project including all costs of site
improvements, building construction, and professional
services. Budget shall not include furnishings or banking
equipment.
e. Contract for all necessary professional services including,
along with Owner's legal counsel, contract review and
negotiation. These services shall include, but not be limited
to architectural, engineering, interior design, and
construction.
f. Oversee completion of final architectural plans and
specifications as well as a fully engineered site plan.
g. Secure competitive construction bids for the Project and
negotiate, with direction of Owner, final construction
contract.
h. Process draw requests made by contractor(s) regarding the
Project including obtaining all required sworn statements,
waivers of lien, affidavits, and title insurance endorsements.
Notwithstanding anything to the contrary herein contained, IPA shall have no
responsibility regarding the selection or purchase of banking equipment to be
installed in Project or furnishings for the facility; nor will IPA have any
responsibility under terms of this contract for securing tenants for any space
within the building which is not occupied by Owner.
2. Compensation for Services. IPA shall be paid for its services by
Owner under this Agreement a development coordination fee of One Hundred Thirty
Five Thousand and 00/100 Dollars ($135,000.00). The fee for the development
services rendered by IPA on behalf of Owner in accordance with the terms of this
Agreement shall be payable to IPA in Fifteen (15) equal monthly installments of
Nine Thousand and 00/100 Dollars ($9,000.00) each with the first payment made
upon the first day of the month following the execution of this agreement and
subsequent payments made on the first day of each month thereafter until paid in
full.
3. Promotion. At all times during the period that the Project is under
construction, Owner shall maintain on the premises of the Project a sign which
shall promote the Project and shall designate Investment Property Associates,
Inc. as the developer of the Project.
4. Terms of Agreement. This Agreement shall remain in effect until the
completion of all construction contemplated by this Agreement.
5. Hold Harmless. Owner will protect, indemnify, and hold harmless IPA
against any damages, claims, or causes of action including costs and attorney's
fees that may arise in connection with or as a result of IPA's performance of
specific acts directed by Owner provided IPA performed said acts in a prudent
and reasonable manner.
6. Payment of Expenses. Owner shall pay when due and be responsible for
the development fees to IPA as set forth in Paragraph 2 above, and all other
expenses incurred in connection with the completion of the Project including,
but not limited to, all construction costs, architectural fees,
permit/application costs, engineering fees, design fees, promotional materials,
legal fees, and all other costs and expenses relating to the Project. It is
understood that IPA shall bear no responsibility for the payment of any of the
costs or expenses outlined in this Paragraph, and Owner agrees to indemnify and
hold IPA harmless from and against the same. Further, IPA shall be authorized to
spend up to Three Thousand Dollars ($3,000) per item for non-contractual
development costs provided, however, that accumulation of said costs in any one
month period shall not exceed Twenty Thousand Dollars ($20,000) without prior
approval of Owner.
7. Insurance. Owner agrees to acquire and maintain a policy of general
public liability insurance and builder's risk insurance covering the Property
and the Project. Owner
shall, upon request, provide IPA with appropriate evidence of such insurance
coverage and such insurance coverage shall not be canceled, amended, terminated,
or modified, except upon Thirty (30) days prior written notice to IPA. Said
policy shall name IPA as an additional insured.
8. Agreements and Consents. The approval, agreement or consent of any
party, when required under this Agreement, shall not be unreasonably withheld by
such party.
9. Governing Law. This Agreement shall be governed in all respects by
Michigan Law.
10. Binding Effect. This Agreement shall be binding on, and inure to
the benefit of, the parties to this Agreement and their respective successors
and assigns.
11. Notices. All notices shall be in writing and shall be deemed given
when personally delivered or when deposited in the United States mail or other
comparable mail services, postage prepaid, addressed to the party at its address
set forth above.
12. Severability. The unenforceability of any term of this Agreement
shall not affect the enforceability of any of the remaining terms of this
Agreement.
13. Amendment. This Agreement may be amended only by a writing signed
by Owner and IPA.
14. Assignment. Neither party may assign its rights in this Agreement
without the express written consent of the other party.
IN WITNESS OF WHICH, the parties have executed this Agreement this 9th
day of May 2005.
OWNER
Community Shores Bank, a Michigan
banking corporation
/s/ XXXXXXX XXXXXXX
------------------------------------
By: Xxxxxxx Xxxxxxx
Its: President
DEVELOPER
Investment Property Associates, Inc.
a Michigan corporation
/s/ XXXXXXX X. XXXXXX
------------------------------------
By: Xxxxxxx X. Xxxxxx
Its: Principal
EXHIBIT A
Attachment to Development Coordination Agreement dated May 9, 2005, by and
between INVESTMENT PROPERTY ASSOCIATES, INC., of 0000 Xxxxx Xxxxxx Xxxxxxxxx,
Xxxxx Xxxxx, Xxxxxxxx 00000, Developer, and Community Shores Bank of 0000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, Owner.
LEGAL DESCRIPTION OF PROPERTY
EXHIBIT A
LEGAL DESCRIPTION
OUTLOT E
PART OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 9 NORTH, RANGE 16 WEST,
CITY OF NORTON SHORES, MUSKEGON COUNTY, MICHIGAN, MORE EXACTLY DESCRIBED AS
FOLLOWS: COMMENCING AT THE SOUTHEAST SECTION CORNER OF SAID SECTION 21: THENCE
NORTH 88(0)24'59" WEST ALONG THE SOUTH LINE OF SAID SECTION, 50.00 FEET: THENCE
NORTH 01"36'54" EAST BEING PARALLEL TO THE EAST LINE OF SAID SECTION, 33.00 FEET
TO THE POINT OF BEGINNING: THENCE NORTH 88(0)24'59" WEST BEING PARALLEL TO SAID
SOUTH LINE 267.49 FEET TO A POINT OF INTERSECTION WITH A NON-TANGENT CURVE, SAID
CURVE HAVING A RADIUS OF 71.24 FEET AND A CENTRAL ANGLE OF 25(0)40'20": THENCE
NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT A DISTANCE OF 31.92 FEET,
SAID ARC SUBTENDED BY AN CHORD WHICH BEARS NORTH 11(0)11'38" WEST A DISTANCE OF
31.64 FEET TO AN INTERSECTION WITH A NON-TANGENT LINE: THENCE NORTH 01(0)39'28"
EAST 287.00 FEET: THENCE SOUTH 88(0)20'32" EAST, 274.29 FEET: THENCE SOUTH
01(0)36'54" WEST BEING PARALLEL TO SAID EAST LINE, 317.50 FEET TO THE POINT OF
BEGINNING: CONTAINING 2.00 ACRES OF LAND, MORE OR LESS, AND SUBJECT TO A 10.0
FOOT UTILITY EASEMENT OVER THE WEST 10.00 FEET OF THE ABOVE DESCRIBED PARCEL:
AND ALSO SUBJECT TO A 30.00 FOOT COUNTY DRAIN EASEMENT DESCRIBED AS FOLLOW: PART
OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 9 NORTH, RANGE 00 XXXX, XXXX XX
XXXXXX XXXXXX, XXXXXXXX XXXXXX, XXXXXXXX MORE EXACTLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST SECTION CORNER OF SAID SECTION 21: THENCE NORTH 88
24'59" WEST ALONG THE SOUTH LINE OF SAID SECTION, 50.00 FEET: THENCE NORTH
01(0)36'54" WEST BEING PARALLEL TO THE EAST LINE OF SAID SECTION, 33.00 FEET TO
THE POINT OF BEGINNING: THENCE NORTH 88(0)24'59" WEST BEING PARALLEL TO SAID
SOUTH LINE, 1252.14 FEET: THENCE NORTH 02(0)32'06" EAST, 30.00 FEET: THENCE
SOUTH 88(0)24'59" EAST BEING PARALLEL TO SAID SOUTH LINE, 1210.20 FEET: THENCE
NORTH 49(0)18'20" EAST, 15.49 FEET: THENCE NORTH 01(0)36'54" EAST BEING PARALLEL
TO SAID EAST LINE, 606.27 FEET: THENCE SOUTH 8822'02" EAST, 30.00 FEET: THENCE
SOUTH 01(0)36'54" WEST BEING PARALLEL TO SAID EAST LINE, 646.66 FEET TO THE
POINT OF BEGINNING.
ALSO SUBJECT TO AN ACCESS AND UTILITY EASEMENT AS RECORDED IN LIBER 3542, PAGE
480. MUSKEGON COUNTY RECORDS. ALSO SUBJECT TO A DRAINAGE EASEMENT AS RECORDED
IN LIBER 3542, PAGE 475, AND IN LIBER 3542, PAGE 480. MUSKEGON COUNTY RECORDS.
TOGETHER WITH AN EASEMENT FOR INGRESS AND EGRESS TO AND FROM MT. GARFIELD ROAD
AND XXXXXX STREET AS SET FORTH IN THE INSTRUMENT RECORDED IN LIBER 3510, PAGE
423.
