Exhibit 10.21
Agreement made this 5th day of April, 2004 between TRANS INDIES REALTY
INVESTMENT CORPORATION, a corporation organized and created under the existing
laws of Puerto Rico, hereafter referred to as TIRI, and Delta Developers
Corporation, hereafter referred to as Developer, the sole proprietors of "Brisas
del Atlantico", hereafter referred to as Project, a housing development
projected to build approximately three hundred homes located in the municipality
of Aguadilla. In consideration of the efforts described herewith it is agreed by
the Developer to give TIRI the exclusive right to sell the herein mentioned
Project.
It is expected by all parties that the Project will be ready to commence
delivery of the individual housing units in approximately twelve months from the
date of the signing his contract.
In consideration of the exclusive right of TIRI to undertake the sale of this
Project, TIRI agrees to the following:
A) TIRI shall adequately staff the sales office with personnel selected
by TIRI at its sole cost and expense. The Developer shall advance
TIRI from future commission a monthly payment of one thousand five
hundred dollars ($1,500) to cover part of the operational cost of
sales office. This advance on future sales commission shall begin
when the sales office is ready to start sales operation or when the
Developer decides that TIRI shall commence sales operation from any
location. This cost to be included by the Developer as part of the
operational expense requested within the construction loan.
B) The office hours shall be established by the Developer and TIRI, and
may be changed by mutual agreement to accommodate changing needs of
our clients.
C) TIRI will furnish the Developer with a written weekly report of the
sales activity of the previous week, and any such information and
data as the Developer may reasonably request from time to time
during the term thereof.
D) TIRI will also supply the Developer, periodic statistical data on
our purchasers and potential purchasers that visit our sales office.
Minimum data to be reported to include: name, township, labor force
profile, income and sources, acquisition capability, marital status,
children and ages, others in household, special needs persons,
number of automobiles, etc.
E) TIRI will make no representation or guarantees to potential
purchasers unless such information is authorized by the Developer in
writing and presented to TIRI.
F) TIRI will design an advertising campaign utilizing its network of
marketing tools such as: TIRI's television and radio program,
internet page linked to GMAC, multiple listings, classifies in San
▇▇▇▇ Star and "El Nuevo Dia", our six regional offices and our two
hundred sales associates. Any partial or complete page newspaper
advertisement will be at the request of the Developer and the cost
will be at the expense of the Developer.
G) TIRI will provide all the assistance required in the processing of
the financing for the sales generated and will cooperate with the
lender bank chosen by the Developer. TIRI shall perform all the
necessary procedures to accelerate the closing process.
H) TIRI shall participate as part of the consulting team planning and
evaluating related to the Project.
I) TIRI will be responsible for the preparation and submission of
monthly sales reports required by DACO.
J) TIRI will be responsible for the administration of the Escrow
account as related to sales option deposits and refunds due to
cancellation or declination of financing. The Developer shall
establish the Escrow account under the corporation that governs the
Project and shall be responsible for all other administrative
activities related to the Escrow account.
K) The Developer will supply an office fully furnished and equipped to
function as sales office. TIRI will supply the personnel and be
responsible for the operation.
L) The Developer agrees to notify TIRI in writing of any information
that would affect the rights of purchaser and or any legal problems
that affect the property as quickly as when it is known by the
Developer.
M) The Developer agrees to provide TIRI with a full description of the
offer to be made to the purchasers including amenities that form
part of the Project.
N) The Developer agrees to provide TIRI with a complete copy of all the
architectural drawings and plans approved by ARPE to be kept in the
sales office as required by law and for the inspection of any and
all purchasers.
O) TIRI will coordinate the purchaser's first and second inspection of
the housing units with the person the Developer designates prior to
the closings.
P) The Developer agrees provide TIRI with all the necessary documents
and information necessary for the closing to take place. TIRI will
attend all the closings as the representative sales associate and
can also represent the Developer if so designated,
Q) It is understood by TIRI that this being a new type of construction
product unknown by the general public in Puerto Rico, special
mention should be given in the Matrix Deed of this Project
restricting and instructing the purchasers in the way they construct
addition to the property,
R) It is understood by TIRI that these housing units shall be built
with the intention of being sold under the Subsidies Housing Law 124
for persons that qualify under the regulations set forth by this
law.
S) This contract shall be for a period of two years from the date of
its execution and shall be extended for an additional two year if so
required for the sales of the housing units to be completed.
This contract is transferable only with TIRI's written consent and revocable
with sixty (60) days notice for non-performance by either party.
FEES:
The commission advances made to TIRI shall be deducted from the closings once
the closings commence at the rate of fifty percent to repay the Developer and
fifty percent to TIRI until full payment is completed.
In the event a deposit is forfeited, one half (1/2) of said deposit will be paid
to the Developer and on half (1/2) will be paid to TIRI for liquidating damages,
not to exceed the commission amount that would normally have been due TIRI.
In the event a deposit has to be returned by virtue of the laws that govern
these transactions, it is agreed by both parties that said deposits will be
refunded.
An Escrow account will be opened by the Developer in a bank of the Developer's
choice, in accordance with the laws of the Department of Consumer Affairs (DACO
- Departamento de Asuntos del Consumidor).
In the event that any client that TIRI registered as their client, during the
term of this contract and any extension thereof, buys the property after the
termination of this contract, TIRI will be protected and due the full commission
fee for a period of six (6) months thereafter. In the event that option holders
close after the termination of this contract, TIRI will be due the full
commission fee whenever this clients close.
The commission fee per housing unit sold will be one percent (1%) of the selling
price to be paid by the Developer to TIRI.
The Developer understands that this agreement does not mean that TIRI guarantees
the sales of these properties, but that TIRI will make an ▇▇▇▇▇▇▇ effort to sell
all the housing units within this Project that are for sale.
This contract is for a period of three years from the date of its execution by
both parties and may be extended for an additional year if the project sales
were to require additional time to complete the sales of all the housing units.
Nothing within this contract incorrectly stated or contrary to the law by which
it is governed shall prevail and shall not cancel the remaining parts of this
contract.
Nothing within this contract shall be interpreted as a release or limitation, by
any of the parties included in this contract of their rights, in accordance with
the Civil Code of Puerto Rico or any other law.
This contract signed on this 5th day of April, 2004 is subject to the laws of
the Commonwealth of Puerto Rico.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, President
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Trans Indies Realty and Investment Corporation (TIRI)
/S/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, President
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Delta Developers Corporation