EXHIBIT 10.6
CONSULTING/FINDER COMPENSATION AGREEMENT
This agreement is entered into by and between Xxxxxx X. Xxxxxx (Xxxxxx) and
Del Mar Income Partners, Ltd., a Maryland corporation (Del Mar).
WHEREAS, Del Mar and its affiliates, agents, and representative have, from
time to time, benefited Xxxxxx by making commercial loans available to Xxxxxx
for various real estate projects;
WHEREAS, Xxxxxx has further benefited by, from time to time, receiving
compensation for bringing transactions to affiliates, agents, and
representatives of Del Mar;
WHEREAS, neither Del Mar nor any of its affiliates has ever received any
compensation from Xxxxxx for making various loans as well as giving guidance and
advice on the mechanics of putting commercial loan transactions together; and
WHEREAS, the parties wish to create a mechanism whereby Del Mar and its
affiliates will be compensated by Xxxxxx;
IT IS, THEREFORE, AGREED:
1. There currently is a pending loan transaction with Del Mar Partners,
Ltd. (Del Mar) for a commercial loan concerning 7.29 acres, more or less, in
Millersburg, Elkhart County, Indiana more particularly described on attached
Exhibit X. Xxxxxx either has or will at the closing for the loan execute loan
documents required by Del Mar. The obligations of Xxxxxx to Del Mar under the
"warranty mortgage" which is deemed to be purchase money mortgage are separate
and distinct from the obligations created hereunder by Xxxxxx to Del Mar under a
second simpler mortgage created to secure performance under this agreement.
Further, Xxxxxx will utilize a portion of the Millersburg vacant land commercial
loan to acquire said property and, thereafter, develop said property which
consists of 17 lots upon which modular homes may be erected.
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2. In recognition of the valuable consulting and finder's services rendered
by Del Mar and its affiliates to Xxxxxx from time to time in the past, Xxxxxx
agrees that out of the sale of each of the 17 lots with or without a modular
home situated thereon, Del Mar, in addition to payments received under the
warranty mortgage, shall be paid the sum of $4,950.00 and, after all 17 lots are
sold, the total consulting/finder's compensation to be paid to Del Mar will be
$84,150.00 (17 lots times $4,950.00).
3. Neither Del Mar nor Xxxxxx is agreeing that $84,150.00 represents full
compensation to Del Mar and its affiliates for the consulting and finding
services rendered to Xxxxxx. However, if all 17 lots are sold and $4,950.00 is
paid to Del Mar out of the closing on each of said 17 lots totaling $84,150.00,
then the parties agree that said total payment made to Del Mar will fully
satisfy and discharge Xxxxxx'x obligation to Del Mar and its affiliates
hereunder.
4. Del Mar asserts and represents that it has made separate arrangements
with its affiliates with respect to the compensation being paid to it hereunder,
and that by making all payments required hereunder (17 payments of $4,950.00)
then Xxxxxx will be discharged of all liability to Del Mar and its affiliates,
also, and Del Mar will obtain appropriate release documents from such or any
affiliates upon request by Xxxxxx after the full $84,150.00 amount is paid to
Del Mar.
5. Notwithstanding the provisions contained in paragraphs 2, 3, and 4,
above, the parties further agree that the $4,950.00 per lot payment to Del Mar
herein shall be reduced to $3,950.00 per lot payment (instead of $4,950.00) if,
and only if, the subject $135,000.00 loan is fully paid and satisfied within 30
days of the closing of said loan. By "within 30 days of the closing" includes
the 30th day after the closing. Otherwise, the $4,950.00 fee payment per lot
shall continue to apply to the sale of each of the 17 lots.
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6. Xxxxxx agrees that neither Del Mar nor any of its affiliates is a
member, partner, or investor in the subject real estate development in
Millersburg identified above. This agreement is solely being entered into so
that Del Mar and its affiliates can receive fair compensation for past services
rendered to Xxxxxx and the benefits conferred upon Xxxxxx as a result thereof.
7. Xxxxxx shall execute a simple form of mortgage securing his obligations
hereunder with respect to the subject real estate described on Exhibit A hereto.
Accordingly, in addition to the payments required under a separate warranty
mortgage in favor of Del Mar, the payments due hereunder also to Del Mar shall
likewise be paid out of each closing on each of the 17 lots.
IN WITNESS WHEREOF the parties hereto have signed this agreement on the
dates indicated hereafter.
DEL MAR INCOME PARTNERS, LTD.,
a Maryland corporation.
/s/ Xxxxxx X. Xxxxxx By:
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Xxxxxx X. Xxxxxx
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Printed Name
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Title
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Date Signed: 8/12/05 Date Signed:
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EXHIBIT "A"
Common Address: Vacant Land located in Millersburg, Elkhart County, Indiana
Legal Description: A part of the Southeast Quarter of Section 34, Township 36
North, range 7 East, Clinton Township, Elkhart County,
Indiana, and more particularly described as follows:
Commencing at Xxxxxxxx Monument marking the Northeast xxxxx
of said Southeast quarter; thence North 89 degrees minutes
West, 376.0 feet, along the North line of said Southeast
quarter, to a rebar at the point of beginning of this
description; thence continuing along the last described line
and bearing, 936.22 feet, to a rebar; thence South 01 degree
12 minutes 46 seconds West, 347.93 feet, along the East line
of Xxxxx Street, to a rebar marking the Northwest xxxxx of
Lot 77 in the Recorded Plat of Xxxxxx Heights Fifth Addition
to Millersburg, Indiana (Plat Book 21, page 39); thence
North 89 degrees 29 minutes 43 seconds East, 938.38 feet,
along the North line of said Lot 77 and the North line of
the recorded Plat of Xxxxxx Heights Third Addition to
Millersburg, Indiana (Plat Book Third Addition; thence North
00 degrees 54 minutes 02 seconds East, 329.55 feet, along
the West line of Larimer Drive, to the point of beginning,
containing 7.29 acres, more or less.
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