EXCLUSIVE SALES CONTRACT
Villa Del Palmar
Tracy Eastham
10/30/2012
EXCLUSIVE SALES CONTRACT
THIS AGREEMENT is made and entered into this October day of 30, 2012, Mission Vacation Inc, Tracy Eastham, hereinafter referred to as the "Agent", and [owner(s) name(s) here], referred to as the "Owner"(s) of the Vacation Ownership property, together Agent and Owner may be referred to as the "Parties", named as Villa Del Palmar, located at Cabo, San Lucas, BC, Mexico.
WITNESSETH:
WHEREAS, the Agent holds all licenses required to perform the services herein agreed to be performed and maintains an office, properly equipped and staffed by employees suitable to render the services contracted for herein; and WHEREAS, the Owner(s) desire(s) to employ the Agent to sell the vacation ownership property of the Owner(s), hereinafter referred to as the "Property", as described in paragraph # 4 herein; and WHEREAS, the Agent desires to accept such employment and to secure buyers for the Owner's property; NOW, THEREFORE, in consideration of covenants and agreements contained herein, the Owner(s) and the Agent agree as follows:
1. ALL "WHEREAS" clauses in this agreement are incorporated by this reference.
2. The Owner (owners), represent(s) and warrant(s) that there are multiple owners of the property and that they have good right and lawful authority to sell and convey their weeks or points of their property; Property is free of encumbrance and not subject to limitation of any kind, unless stated in the vacation ownership contract.
3. In consideration of this Agreement, Agent has secured a buyer(s) for the vacation property of the Owner(s) and in further consideration to sell the Property, Owner(s) hereby give(s) the Agent the exclusive right to sell the vacation property at the price and upon the terms as are set out in clause #12 herein, accepted by the Owner(s), without regard to the race, creed, color or place of national origin of any purchaser.
4. This Agreement is for the sale of Timeshare Unit # , under the name(s) of the registered owner(s).
5. Owner(s) agree(s) that encumbrances, taxes, maintenance fees, or transaction fees, and accrued interest, if any are applicable, shall be prorated at the time of closing and existing liens shall be paid by the Owner(s).
6. Owner(s) hereby represent(s) and warrant(s) that the property description is correct and the Owner(s) agree(s) to indemnify and hold Agent and any and all others relying there on, harmless as to any errors therein.
7. Agent has found a purchaser for the Property. The usual and customary procedures for the examination of and providing of merchantable title, and for the closing of transactions of this nature, shall apply, Owner(s) agree(s) to deliver to the purchaser, all the rights and benefits of the vacation ownership property, and any and all other documents normally associated therewith, free and clear of all encumbrances.
8. Agent declares that he has secured purchasers. Owner shall supply complete information and assist cooperating agents in any closing of transaction on the Property, as may be requested from time to time; and Owner agrees to take all reasonable precautions to protect the Property during the term of the agreement.
9. Mission Vacation Inc guarantees, if applicable, to reimburse all taxes and fees incurred during the transaction of this agreement to the owner(s).
10. Agent shall receive a 5% commission calculated on the gross sale price as reflected in paragraph # 12 herein, from Owner(s) which commission is due within 15 business days following the closing of the sale of Property and receipt by Owner of the payment for sale of the property. Payment to Owner shall be by wire transfer and Owner’s payment to Agent of the commission shall likewise be by wire transfer. Agent may represent both Owner and buyer, may receive a commission from both, and Owner specifically agrees and consents to any dual representation and commissions. The TERM of this agreement is 45 days from the date that Owner signs this agreement. In order to permit Agent to immediately begin the sales process, Owner agrees on the same date of signing of this agreement to either FAX or E-mail this agreement to Agent.
11. Agent has acknowledged that Agent has already secured a buyer for the Property of Owner. In the event that Buyer reneges, breaches its contract to purchase or for any reason whatsoever(except the destruction or serious damage to the property during the pendency of the sale) fails to timely conclude the purchase, Agent agrees to use Agent’s best efforts to seize or obtain possession of the purchase money held in escrow and if successful, the proceeds so seized shall be applied first to the collection expenses of Agent or those acting on behalf of Agent, the commissions due Agent had the default not occurred, and the remaining balance shall be paid to the Owner as and for liquidated damages, actual damages not being capable of being determined and Owner shall retain ownership of the property.
12. It is expressly understood that a buyer has been secured for the sale of Timeshare Unit #______for the price of $40,580.00 USD that can be used, 2+1 week/Every Year.
13. The Agent may not use the name(s) of the Owner(s) in connection with marketing or advertising the Property.
14. The Owner(s) hereby authorize(s) the Agent to solicit and obtain any and all information concerning the: property described as: Villa Del Palmar and all the encumbrances thereon and the Owner (s) agree(s) to execute any and all documents required for this purpose.
15. This Agreement contains the entire agreement of the parties and oral statements or prior agreements shall not have any force and effect. This Agreement shall not be modified except by a writing signed by both Owner and Agent.
16. This Agreement and all the transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties herein waive trial by jury and agree to submit to the jurisdiction and venue of a court of subject matter jurisdiction located in San Diego, State of California. In the event that litigation results from or arises out of this Agreement of the performance thereof, the Parties agree to reimburse prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise of said time calculable.
17. The covenants and agreements contained herein are binding upon the parties hereto and their respective heirs, successors, legal representative and assigns, as the case may be.
18. Neither party may assign this Agreement without the express written consent of the other.
19. Payment of the Sales Price will be tendered Owner from escrow by Agent no later than 45 days after the signature by purchaser. Payment will be wire transferred to Owner at account information provided by Owner to Agent.
20. The transfer of title will not occur until or after the sale proceeds are wire transferred to Owner. The Owner agrees to send in all original documents to the home resort by courier.
21. It is expressly understood that this agreement is confidential between Mission Vacation Inc and the Owner(s), and any breach of confidentiality will render the agreement null and void.
Tracy Eastham
President and CEO
(619) 819-5406
(619) 819 5410
Fax: (619)489 6225
Email:
Mission Vacation Inc 4655 Ruffner Street San Diego, CA 92111