JOINT-VENTURE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This AGREEMENT, executed and entered into, this ___th day of _______, ____, at Roxas City, by and between:
_____________________________________________, spouses, both of legal age, single/widow/widower, Filipino citizen, married to __________________, a resident of _______________________________, hereinafter known as the OWNER;
and
_____, a corporation duly organized and existing in accordance with the laws of the Philippines, with principal place of business and postal address at Dayao, Roxas City, Capiz, represented in this act by its Vice-President & CEO, _________, hereinafter referred to as the DEVELOPER;
W I T N E S S E T H :
WHEREAS, the OWNER is the absolute owner in fee simple of the following described parcel/s of land, to wit:
(TECHNICAL DESCRIPTIONS)
as evidenced by Transfer Certificate of Title No. T-_______ of the Office of the Registry of Deeds for Capiz, issued in accordance with the Property Registration Decree, and, the OWNER hereto declare and state that the same is free of any liens and encumbrances, except those which are annotated at the back thereof as of the date of the signing and execution of this agreement;
WHEREAS, the OWNER is desirous of entering into a joint-venture for the conversion and development of the above described and identified parcel of land into a subdivision and/or housing project in accordance with Pres. Decree No. 957, as well as with the appurtenant laws, rules and regulations therefor;
WHEREAS, at the instance of the OWNER, the DEVELOPER, who have the resources, facilities and technical know-how in the development work desired by the OWNER in the subject parcel/s of land, has agreed to undertake the conversion into a subdivision and/or housing project of the same;
NOW, THEREFORE, for and in consideration of the foregoing premises, and subject to the terms and conditions herein below specified, the parties hereto have agreed and covenanted with each other, as follows;
DEVELOPMENT WORKS
The DEVELOPER hereby undertakes to develop the subject parcel/s of land into a residential subdivision (with housing components, optional), and provide therein the following improvements and facilities:
Concrete and/or asphalt paved roads;
Concrete curbs and gutters;
Underground drainage system;
Partially landscaped concrete sidewalks;
Centralized underground water system;
Power/Electrical Supply Connections;
Concrete catch-basins, and manholes;
Street lights on hexa-concrete posts;
Developed open space: children's and recreational parks, community centers, etc., in accordance with the implementing rules and/or regulations of Pres. Decree No. 957;
It is understood that all expenses incurred in and for the foregoing development and/or scope of work shall be for the account of the DEVELOPER;
The DEVELOPER shall, within a period of Sixty (60) days from consolidation and date of approval of the appurtenant development plans by the government entities concerned, start the development work on the subdivision project, and hereby agrees to complete the development works and facilities therein within three (3) years from the said date of approval of the development plans; HOWEVER, the herein provided development guaranty period, or time table, may be extended for such period of time as may be allowed by the Housing and Land Use Regulatory Board (HLURB), or by the government entities concerned, and such period shall be automatically suspended in case of fortuitous event or force majeure, such as, but not limited to, scarcity of cement and other construction materials, bad weather conditions, and other events beyond its control;
The DEVELOPER hereby undertakes to prepare, make and submit to the OWNER, for its reference purposes, the technical studies, designs and plans of the subdivision, and specifications for roads, curbs and gutters, underground drainage, centralized water system, catch-basins and manholes, and other conveniences and/or improvements of a residential subdivision - within sixty (60) days from date hereof, and prior to submission of the same to the authorities concerned for approval. The said subdivision plans and specifications, upon presentation to, and approval by the government authorities, shall be followed in good faith in undertaking the development of the subdivision project;
The DEVELOPER shall ensure the approval of the technical studies, designs and plans of the subdivision and specifications for roads, curbs and gutters, underground drainage, centralized water system, catch-basins and manholes, electrical/power connection systems, and other conveniences and improvements of a residential subdivision;
The DEVELOPER shall subdivide the parcels of land covered by this Agreement into individual lots ranging from ________________ (_____) square meters, and up each, subject to the provisions prescribed by the local government authority, Land Registration Authority, Bureau of Land - DENR , Housing and Land Use Regulatory Board (HLURB), and such other governmental authorities, agencies or entities concerned;
EXPENSES FOR DEVELOPMENT WORK
The DEVELOPER shall, at its expense, secure all the necessary approval, permits and licenses for the subdivision and development of the subject parcel/s of land - by the various governmental authorities or instrumentalities concerned, including, but not limited to, the approval of the subdivision development plan by the Sangguniang Pambayan of _________________, or by the HLURB;
The DEVELOPER shall, at its expense, facilitate the availability of all the necessary heavy equipment, expendable tools, and engineering staff to carry out the development work on the subject property;
The DEVELOPER shall purchase, at its expense, all materials and supplies needed for the subdivision, and shall defray the cost of licenses, permits and such other similar expenses as are necessary and proper for the prosecution of the work. That all other expenses necessary, or incidental to the development of the aforestated property, such as preparation of the plans and specifications for the proposed subdivision, issuance of the individual titles for the resulting lots thereon, grading and leveling, cementing and other construction works shall be for the account of the DEVELOPER;
All expenses for the maintenance and upkeep of roads, curbs and gutters, water and electrical or power facilities, and others prior to the turn-over to the government, or homeowner's association, shall likewise be borne by the DEVELOPER;
PAYMENT TO THE DEVELOPER
That, for and in consideration of the obligation and undertaking it assumes herein, the DEVELOPER shall be entitled to SIXTY SIX (66%) PERCENT of the resulting total saleable area, or the equivalent number of lots, of the herein subdivision project, as payment therefor, among others. It is understood that the remaining saleable area, which was not allocated for the DEVELOPER, shall be owing to and in favor of the OWNER as their concomitant share from the over-all proceeds of the subject project; The designation of their respective areas, or shares shall be in accordance with the following schedules or plan of sharing;
SALE OF SUBDIVISION LOTS
All lots open for sale in any phase in the subdivision project shall be sold under the brokerage, or marketing agency of the DEVELOPER; Henceforth, the DEVELOPER, or its duly designated realty brokerage firm, or firms, shall be responsible for the marketing, promotion, advertisement, collection of accounts, either downpayments or monthly amortizations, documentations, and all other incidental expenses thereby;
The DEVELOPER, for and in consideration of the above-said brokerage or marketing agency, and incidental expenses thereby, shall be entitled to a broker's fee or commission equivalent to twelve (12%) percent of the total contract price, or gross sales, and such remuneration shall be due and payable upon receipt of at least twenty four (24%) percent of the total contract price for all those sold lots, respectively;
All sale agreements or contracts with the lot buyers (or homeowners) shall be signed by the DEVELOPER, while all final deed of sale shall be jointly signed by the OWNER and the DEVELOPER;
OBLIGATIONS OF THE OWNER
The OWNER shall make available to the DEVELOPER the corresponding Owner's Duplicate Copy of the Transfer Certificate of Title No. T-___________ for its use by the DEVELOPER in the preparation of the plans and designs of the subdivision project, and in order that the same could be submitted to the government authorities concerned for issuance of separate titles for each of the resulting lots comprising the subdivision. The expenses incurred in and for the segregation of the said titles shall be for the account of the DEVELOPER;
The OWNER hereby warrants and represents that the property is under responsible ownership, not subject to any existing expropriation project of the government, or any of its instrumentalities; that it has and hold a good, indefeasible and registrable title to the land subject of this agreement; and, that it shall, at its own exclusive expense, defend the ownership right and title that may be acquired by subdivision lot buyers against the legal claim of third persons, whomsoever;
That, in the event of litigation challenging the OWNER'S rights to subdivide, hypotheticate, or dispose of the land, and carry out the object of this agreement, the expenses and judgment against the OWNER, if there be any, shall be for the exclusive account of the OWNER;
MISCELLANEOUS PROVISION
It is mutually understood that this agreement shall automatically conform with all the provisions of the existing laws, rules, regulations, and ordinances insofar as residential subdivision and housing development projects are concerned;
All notices shall be in writing, and delivered either in person, or by registered mail, and addressed to the parties as specified and provided herein above, unless an advisory, in writing, regarding the change in address was duly complied with;
Should any of the parties be compelled to seek judicial relief, the action shall be brought only in the proper courts of _____________, Philippines;
This agreement shall be valid and binding upon the heirs, executors, successors-in-interest, administrators and legal representatives of the parties herein respectively;
Turn-over of roads, and open spaces within the area subject of this agreement, to the government entity concerned, shall be left to the discretion of the DEVELOPER. For this purpose, title to the roads and open spaces shall, upon segregation of the titles, be under the custody of the DEVELOPER who shall be vested with full power and authority to cede, transfer and convey the same, as herein provided;
That, immediately upon the signing and execution of this agreement, the joint-venture agreement shall be annotated at the back of the titles of all the lots comprising the subject subdivision project;
IN WITNESS WHEREOF, the parties have set their hands on the day, date and place first herein above given.
________________________ _________
PARTY OF OWNER DEVELOPER, by -
_________________________ _________
PARTY OF OWNER Vice-President & CEO
SIGNED IN THE PRESENCE OF:
________________________ ________________________
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
City of Roxas )s.s.
x- - - - - - - - - - - - - x
At the locality above mentioned, this ___ day of _______________, ____ personally appeared before me:
Name C.T.C. No. Date & Place Issued
___________________ __________ ____________________________
___________________ __________ ____________________________
_________, as its said corporation being represented by _________, as its authorized representative known to me to be the same persons who executed the foregoing instrument of Contract to Sell _________ ( ) parcel(s) of land, which instrument consists of three (3) pages, including this page on which this acknowledgement is written, and they acknowledge to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL, at the place and on the date written above.
NOTARY PUBLIC
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 200__.
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