Exhibit 10.1
DEVELOPMENT COORDINATION AGREEMENT
THIS AGREEMENT is made and executed this 17th day of April 2006, 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 4,000 to 6,000 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 by Owner 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 Forty Thousand and 00/100
Dollars ($40,000.00). 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 Ten (10) equal monthly installments of Four Thousand and 00/100
Dollars ($4,000.00) 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 Ten Thousand Dollars ($10,000) 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 17th day
of April 2006.
OWNER
Community Shores Bank, a Michigan
banking corporation
/s/ Xxxxxxx Xxxxxxx
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By: Xxxxxxx Xxxxxxx
Its: President
DEVELOPER
Investment Property Associates, Inc.
a Michigan corporation
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Its: Principal
EXHIBIT A
Attachment to Development Coordination Agreement dated April 17, 2006, 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
City of Grand Haven, County of Ottawa, State of Michigan, described as that part
of the West 1/2 of the Northeast 1/4 of the Southwest 1/4 of Section 28, Town 8
North, Range 16 West, described as follows: Commencing at the center of Section
28; thence along the East and West 1/4 line, South 90 degrees 00'00" West 646.30
feet; thence along the East line of the West 1/2 of the Northeast 1/4 of the
Southwest 1/4 333.49 feet to the North line of the South 1/2 of the Northwest
1/4 of the Northeast 1/4 of the Southwest 1/4; thence along said North line
North 89 degrees 50'37" West 479.29 feet to the East line of Beacon Blvd; thence
along said East line South 01 degrees 52'30" West 297.72 feet for the point of
beginning; thence South 89 degrees 38'59" East 270.91 feet; thence South 01
degrees 47'38" West 200.95 feet; thence North 89 degrees 38'59" West 271.19 feet
to the East line of Beacon Blvd; thence along said East line North 01 degrees
52'30" East 200.96 feet to the point of beginning.
