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EXHIBIT 10.2
DEVELOPMENT COORDINATION
AND CONSTRUCTION OVERSIGHT AGREEMENT
THIS AGREEMENT is made and executed this 15th day of September, 1998, by and
between INVESTMENT PROPERTY ASSOCIATES, INC., (hereinafter "IPA") of 16930
Robbins Road, Suite 120, Grand Haven, Michigan 49417, Development Coordinator,
and Community Shores Bank Corporation (hereinafter "CSB") of 1838 Ruddiman
Drive, North Muskegon, Michigan, Owner.
PREAMBLE
1. CSB desires to have IPA perform various services with regard to
development coordination and construction oversight of property legally
described as Lots 108, 109, 110 and 111 of the Plat of Leroux Subdivision in
Section 1, Town 9 North, Range 17 West, City of Roosevelt Park, Muskegon
County, Michigan. Said development shall hereinafter be referred to as
"Project."
2. IPA has agreed to provide such services as desired of it by CSB all in
accordance with the terms of this Development Coordination and Construction
Oversight Agreement (hereinafter "Agreement").
AGREEMENT
IN CONSIDERATION of the foregoing facts and the mutual covenants set forth
below, the parties have agreed as follows:
1. Appointment by CSB. CSB hereby appoints IPA as its agent for the
development of the Project and, in such capacity, IPA shall perform on behalf
of CSB each of the following services with respect to the Project:
a. Ordering, overseeing, and reviewing any diligence that must be
completed on the property which is legally described in Paragraph 1
of Preamble above (hereinafter "Property").
b. Applying for and receiving all necessary approvals for development
of Property in accordance with plans to be approved by CSB. Said
approvals will include, but not be limited to, the following: City
of Roosevelt Park (Planning Commission and City Council), Muskegon
County Road Commission, and, if necessary, City of Norton Shores.
c. Overseeing completion, to the satisfaction of CSB, a fully
engineered site plan for the Property working with CSB's architect
and engineer and serving as overseer, consultant, and liaison among
those parties.
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d. Overseeing completion of detailed plans and specifications by
working with CSB's architects, mechanical engineers, landscape
designer, and sign vendor. Plans and specifications must be
approved by CSB and CSB's Board of Directors, if applicable. IPA
will serve as a liaison among all of the service providers for this
phase of the development. Plans and specifications will include
building design, materials, exterior colors, mechanical systems,
landscaping plan, and all site and building signage.
e. Completion of an interior design/leasehold improvement plan
satisfactory to CSB by working with architect, banking equipment
vendors, and representatives of CSB.
f. If CSB directs, obtaining competitive bids for construction of
Project including working with architect and engineer on preparation
of bid packages; prescreening a select list of builders who will be
invited to bid (subject to CSB approval); receiving and reviewing
bids; negotiating, drafting, and entering into a contract with the
selected general contractor.
g. Negotiating, drafting, and entering into a lease between Community
Shores Bank ("Tenant"), who will occupy Project and CSB.
h. Coordinating all outside professional services to be provided
in conjunction with Project. Those professional services will
include, but not be limited to, legal and accounting counsel.
i. Overseeing all building construction including construction of
leasehold improvements, Tenant's interior design selections, and all
site work including landscaping and signage. IPA commits to being
on site at least Three (3) times per week during the construction
process and to attend all construction meetings held by the
architect and/or general contractor during construction of Project.
All on site supervision shall be performed by a building contractor
who is licensed by the State of Michigan. Cost of said licensed
supervision shall be borne by IPA.
j. Processing of all draw requests made by general contractor
regarding Project and payment of any and all other costs incurred in
the construction process from funds provided by CSB. This process
shall include the obtaining of all required waivers of lien,
affidavits, and title insurance endorsements as may be required to
assure CSB and its lender of unencumbered title.
2. Compensation for Services. IPA shall be paid for its services by CSB
under this Agreement a fee of Ninety Five Thousand and 00/100 Dollars
($95,000.00).
The fee for the services rendered by IPA on behalf of CSB in accordance with
the terms of this Agreement shall be payable to IPA in accordance with the
following schedule:
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Nine Thousand Five Hundred and 00/100 Dollars ($9,500.00) per month for
a period of Ten (10) months with first installment due Thirty (30) days after
execution of this Agreement.
3. Promotion. At all times during the period that the Project is
under construction, CSB shall maintain on the premises of the Project a sign
which shall promote the Project and shall designate Investment Property
Associates, Inc. as the development coordinator 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. CSB will protect, indemnify, and hold harmless IPA
and all its affiliates 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 CSB provided IPA
performed said acts in a prudent and reasonable manner. Further IPA shall hold
CSB and all its affiliates harmless against any damages, claims, or causes of
action that may arise in connection with or as a result of IPA's performance
under this Agreement.
6. Payment of Expenses. CSB shall pay when due and be responsible for
the fees to IPA as set forth in Paragraph 2 above, and all other expenses
incurred in connection with the completion of 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 the IPA
shall bear no responsibility for the payment of any of the costs or expenses
outlined in this Paragraph, and CSB agrees to indemnify and hold IPA harmless
from and against the same. Further, IPA shall be authorized to spend up to Two
Thousand and 00/100 Dollars ($2,000.00) per item for non-contractual
development costs provided, however, that accumulation of said costs in any one
month period shall not exceed Ten Thousand and 00/100 Dollars ($10,000.00)
without prior approval of CSB.
7. Agreements and Consents. The approval, agreement or consent of any
party, when required under this Agreement, shall not be unreasonably withheld
by such party.
8. Governing Law. This Agreement shall be governed in all respects by
Michigan Law.
9. 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.
10. 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.
11. Severability. The unenforceability of any term of this Agreement
shall not affect the enforceability of any of the remaining terms of this
Agreement.
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12. Amendment. This Agreement may be amended only by a writing
signed by CSB and IPA.
13. 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 15th day of September 1998.
OWNER
Community Shores Bank Corporation,
a Michigan corporation
/s/ Jose' Infante
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By: Jose' Infante
Its: President
DEVELOPMENT COORDINATOR
Investment Property Associates, Inc.
a Michigan corporation
/s/ William J. Fettis
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By: William J. Fettis
Its: Principal