KM. 78 Aya, Talisay, Batangas. Office Number: (043)-728-0054 - TopicsExpress



          

KM. 78 Aya, Talisay, Batangas. Office Number: (043)-728-0054 Telefax. (043)-728-0256 Makati Office: Unit 706 Midland Mansions Cond., Arnaiz Ave., Makati City Tel Number: (02)812-1169 Telefax. (02) 812-8895 28 November 2012 MR. MICHAEL DE VEYRA Re: Agreement on the Proposed Plan to Establish a Service Corporation at Buena Vista Park & Country Club Dear Mr. De Veyra: Pursuant to our meeting, we formally submit the following terms/proposal for your conformity: 1. We, BUENAVISTA PARK AND COUNTRY CLUB, the registered owner of the property located in Km. 78, Brgy. Aya, Talisay, Batangas, and MICHAEL DE VEYRA, as an industrial partner, for our mutual business interest and benefit, will incorporate a service corporation to be known as “FERNRIDGE” with the following shares or ownership: 20% - MICHAEL DE VEYRA 80% - BUENAVISTA PARK AND COUNTRY CLUB and its nominees; 2. After the incorporation, MR. DE VEYRA shall be elected as the President of the Corporation in charge at all times of the marketing and sales plan and strategies, designs, plans, lay out of the venues and the operations of the New Corporation with a monthly salary of P125,000.00 for the first six (6) months; and; P150,000.00 for the succeeding six (6) months. The salary shall be increased on the second year to P175,000.00, subject to the goals being reached in both instances. MR. DE VEYRA shall also perform duties and functions of President as per service corporations By-Laws, to wit: “The President shall supervise and manage the business affairs of the corporation; initiate and develop corporate policies, projects, plans and programs; implement the administrative and operations policies of the corporation; execute on behalf of the corporation all contracts, agreements and other instruments affecting the interest of the corporation; represent the corporation at all functions and proceedings; preside at the meetings of the Board of Directors and the stockholders; appoint, remove, suspend or discipline employees of the corporation; oversee the preparation of the budgets and the statements of accounts of the corporation; and perform such other duties as are incident to his office or any entrusted to him by the Board of Directors.” 3. The operation will start on December 1, 2012. Annually, BUENAVISTA and MR. DE VEYRA, together with an independent auditor who is mutually acceptable to both parties shall determine if FERNRIDEGE is strategically making a profit and from there determine whether to continue its operations. However, in the event that the service corporation is not financially feasible to operate before the end of three (3) years, BUENAVISTA can withdraw from this agreement. 4. As an incentive, MR. DE VEYRA’s Twenty Percent (20%) share in FERNRIDGE may increase if the net profit margin of the service corporation should at least reach Thirty Percent (30%) more than the previous year. Only then will BUENAVISTA be willing to sell shares until his reaches up to a maximum of Thirty Percent (30%) at a rate agreed upon by both parties. 5. The service corporation shall extend the following benefits and accommodations to MR. DE VEYRA: a. He shall be entitled to free housing accommodation located at Taal View Heights and the utility bills shall be chargeable to the service corporation. b. FLAIR MOBILE BAR and LIGHT AND DANCE PANELS shall be given the highest priority as providers of ________________ and _______________, respectively, for all the affairs held and handled by the service corporation, for as long as the services provided and prices are competitive in comparison to other providers. The service corporation shall be entitled to a Ten Percent (10%) tolling fee from the said service providers. 6. All expenditures to render the venues ready for operations shall be for the account of BUENAVISTA and shall remain as BUENAVISTA’s assets. 7. All labor and its complimentary materials shall be advanced by BUENAVISTA until FERNRIDGE will be generating enough sales wherein FERNRIDGE shall reimburse all advances and shall expend future expenses from the account of FERNRIDGE. 8. BUENAVISTA shall be the financier and owner of all the venues. MR DE VEYRA shall be an industrial partner of the service corporation and shall extend his expertise, talent, skill, effort and know-how into this business venture. 9. BUENAVISTA shall advance the necessary cash requirements for salaries, maintenance and other expenses as agreed upon by BUENAVISTA and MR. DE VEYRA. These shall be refunded when the revenues of FERNRIDGE are adequate, and will be deducted from the gross earnings. 10. FERNRIDGE will pay BUENAVISTA a rental amount per use of venue that will be covering all maintenance, depreciation, electrical and water consumption, which include a reasonable amount of profit for BUENAVISTA. 11. FERNRIDGE will utilize the Sports Complex as the main venue of operations. Once agreed upon with BUENAVISTA. Said Complex will not be sold for the period of five (5) years. FERNRIDGE can expand the scope of operations to other venues within the Taal View Heights with permission from LDC. 12. All wedding events will be coursed through FERNRIDGE. However, FERNRIDGE may also utilize the venue for other events if booked through FERNRIDGE. BUENAVISTA reserves the right to accept direct bookings, and use the same facilities. Bookings shall be on a first come first serve basis. 13. BUENAVISTA will secure permission from Ledesco Development Corporation (“LDC”) for FERNRIDGE to use certain areas that might be viable for different kinds of events such the view deck. 14. BUENAVISTA will provide ample parking for FERNRIDGE guests. 15. All constructions and renovations to be undertaken inside BUENAVISTA Complex must be with the conformity of MR. DE VEYRA in order to ensure the envisioned concept and plans are preserved and maintained. 16. If bookings are made through FERNRIDGE, the service corporation shall receive Fifteen Percent (15%) commission from bookings at the BUENAVISTA cottages, dorm rooms and other facilities such as seminar room, karaoke room, etc. Ten Percent (10%) will be given to the service corporation if cottages are given at a discounted rate. 17. FERNRIDGE shall distribute cash dividends annual equivalent to Eighty Percent (80%) of its net income, if any, while the remaining balance shall be retained by the service corporation to answer for future contingencies or necessary expenses. Should you find this proposal acceptable, please indicate your conformity hereunder and send back to us a signed copy. Very truly yours, BUENAVISTA PARK AND COUNTRY CLUB By: RENE’ L. LEDESMA President (as duly authorized representative of the BUENAVISTA Park and Country Club, pursuant to a resolution duly approved by the Board of Directors) CONFORME: By: MR. MICHAEL DE VEYRA
Posted on: Wed, 18 Sep 2013 01:32:40 +0000

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