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RECITALS:
All located in Rotonda Amparo Village, Caloocan City, containing a total area of
THREE THOUSAND THREE HUNDRED SIXTY EIGHT (3,368) SQUARE
METERS, more or less, hereinafter referred to as the “Property”;
Copies of the titles are hereto attached and shall form an integral part of this
Joint Venture Agreement.
C. The DEVELOPER has expressed its desire to invest and participate in the
PROJECT by undertaking the construction and development of the Property
into a Condominium Project to be composed of residential elements in
accordance with the Condominium Development Plan, more specifically by
contributing the necessary expertise and resources for the master planning and
development of and performing all development work for the PROJECT in
consideration for acquiring ownership over specifically designated developed
and saleable units in the Condominium Development Plan which shall be
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allocated to it, and a pro-rata undivided interest in the common areas of the
PROJECT;
ARTICLE I
PURPOSE OF THE PROJECT
ARTICLE II
CONTRIBUTION AND SHARING
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PROJECT shall be allocated in separate legal ownership between the Parties,
which sharing ratio is based on the proportion that their contribution bear to the
PROJECT, to wit:
Section 3. The Parties agree that the subdivided CCT’s resulting from the
Condominium Development Plan shall be issued in the names of the Parties to
which such units have been allocated in accordance with Article II Section 5 below.
This particular provision of this agreement shall be annotated on the back of the
titles of the PROPERTY.
Section 4. The subdivided CCT’s covering the open spaces and common
areas of the PROJECT shall be jointly placed in the names of the LANDOWNER
and DEVELOPER in accordance with the sharing ratio stated in Article II Section 2
hereof. This particular provision of this agreement shall be annotated on the back
of the title of the Property.
ARTICLE III
DEVELOPMENT OF THE PROJECT
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Section 2. The LANDOWNER and DEVELOPER shall agree on the
commencement date of the development activities for the Property provided that
the following conditions have been met:
d. The BOTH PARTIES have confirmed through a due diligence audit and
inquiry with the Register of Deeds concerned the good and marketable
title of the Property and the genuineness and authenticity of the title
covering the Property.
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and restrictions governing the use of the saleable lots/units derived from the
Property.
Section 10. After the Register of Deeds has released the titles to the
lots/units as subdivided under the approved subdivision plan, the titles shall be in
joint custody of the LANDOWNER and the DEVELOPER subject to a safe-keeping
arrangement acceptable to both parties.
Section 12. Upon completion of the development of the PROJECT, all taxes
on the open spaces and common areas as developed shall be shared by the parties
in accordance with the Sharing Ratio.
ARTICLE IV
EXPENSES FOR DEVELOPMENT WORK
Section 1. The DEVELOPER shall make available at its sole expense all
necessary heavy equipment, machinery, engineering and labor personnel to carry
out the development works in the Property.
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Section 2. The DEVELOPER shall purchase at its sole expense all materials
and supplies needed for the development of the Property. All expenses necessary
or incidental to the development of the Property such as the preparation of the
plans and specifications of the development works, permits and licenses, insurances
relating to or in connection with the development, shall be for the exclusive account
of the DEVELOPER.
Section 3. Expenses for the break-up of the titles into individual CCT’s in
accordance with the approved plan shall be for the account of the LANDOWNER
and the DEVELOPER in accordance with the Sharing Ratio.
ARTICLE V
EXPENSES FOR MAINTENANCE AND PROPERTY TAXES
Section 1. Upon the start of the development work for the PROJECT, all real
property taxes and other assessments due on the Property shall be borne by the
LANDOWNER.
Section 2. Once the PROJECT is completed, all expenses for the taxes and
assessments due on the Property including the maintenance and upkeep of the
lots/units shall be borne by the LANDOWNER and the DEVELOPER on the basis
of the Sharing Ratio.
ARTICLE VI
MANAGEMENT, OPERATION AND MAINTENANCE
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The LANDOWNER, however, may upon twenty four (24) hours notice,
request the DEVELOPER for an immediate inspection during reasonable business
hours of the records, books and accounts relative to the project updates when
exigencies require.
ARTICLE VII
WARRANTIES AND OBLIGATIONS OF THE LANDOWNER
a.) It has all the requisite power and authority under the law to enter into
this Agreement and perform its obligations according to the terms
thereof;
b.) It has the capacity to acquire lawful and beneficial ownership of, and
good marketable title to the Property;
c.) The title is the genuine, valid and subsisting certificate of title covering
the Property;
d.) The title to the property is good and valid and free and clear of all
security interests, liens, encumbrances, obligations, liabilities or other
burdens in favor of third parties;
e.) There is no law, ruling or regulation or fact which, upon the execution of
this Agreement and delivery of titles to the DEVELOPER, will prevent
the issuance of good marketable titles to the saleable lots/units derived
from the Property free and clear of all security interests, liens,
encumbrances, obligations or other burdens in favour of third parties;
f.) Its execution, delivery and performance of this Agreement do not violate,
with or without the giving of notices or the passage of time, any
provision of law or regulation applicable to it, and do not result in a
breach of, or constitute a default under any agreement or instrument to
which it is a party;
h.) There are no existing leases or options to purchase, lease or develop the
Property that have been granted to third parties.
a.) Assist the DEVELOPER by submitting the owner’s duplicates of the titles
in order to facilitate the issuance of individual titles covering the saleable
lots/units forming part of the Property as developed, and for the purpose
of annotation as stated in Article III Section 9 of this Agreement;
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b.) Deliver to the DEVELOPER the possession of the Property free and clear
of tenants, squatters or other occupants or improvements, if any, and
give full assistance to the DEVELOPER in establishing effective physical
control over the Property and securing the premises thereof against
unauthorized persons.
ARTICLE VIII
WARRANTIES AND OBLIGATIONS OF THE DEVELOPER
b.) Its execution, delivery and performance of this Agreement do not violate,
with or without the giving of notice or the passage of time, any provision
of law or regulation applicable to it, and do not result in a breach of, or
constitute a default under any agreement or instrument to which it is a
party;
c.) This Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with the terms thereof;
d.) It has inspected the Property and is aware of the condition of the
Property and accepts the Property on an “as is where is” basis;
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e.) It has made its own study of the PROJECT and the saleability and
marketability of the Property based on the current circumstances and/or
conditions;
f.) It has the technical expertise, financial and other resources required for
the effective performance of its contributions and responsibilities herein
for the development and construction of the PROJECT;
g.) There are no judgments, orders or decrees of any kind or any legal
action, suit or investigation or any other legal or administrative
proceeding filed before any court or by or before any other government
agency or body which may have a material adverse effect on the ability
of the DEVELOPER to perform its respective obligation under this
Agreement; and
h.) No petition has been submitted by the DEVELOPER or any other person
to any court or other governmental agency or body of commerce
suspension of payments, insolvency, bankruptcy or liquidation
proceedings or other proceedings of a similar nature against the
DEVELOPER.
ARTICLE IX
TERMINATION
a.) The DEVELOPER fails to start development of the Property within the
period stipulated in Article III Section 2 herein;
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b.) The DEVELOPER fails to procure the necessary permits and licenses
and/or complete the development of the Property within the parameters
and time period prescribed in the Condominium Development Plan for the
development including reasonable extensions allowed by the
LANDOWNER due to reasons other than force majeure or fortuitous
events;
In view thereof, within one hundred twenty (120) days from the execution of
this Agreement, the DEVELOPER shall execute a Special Power of Attorney
granting and giving full authority to the LANDOWNER for all aforesaid acts. This
Special Power of Attorney shall be implemented by the LANDOWNER only upon
termination of this Agreement in accordance with the circumstances above-
mentioned.
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b.) By reason of any judgment, order or decree of any kind or any legal
action, suit or investigation or any other legal or administrative
proceeding filed before any court or by or before any governmental
agency or body involving the title, possession or any adverse interests or
claims in the Property, the DEVELOPER is restrained, prevented,
inhibited or obstructed in the development of the Property.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 3. The failure of the parties to demand compliance with any and all
of the terms of this Agreement shall not be considered as a waiver or cause the
parties to be in estoppel from enforcing any of its rights under this Agreement at
any time, unless such waiver i made expressly in writing, signed by the parties
concerned and made express addendum to this Agreement.
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Section 5. Nothing contained herein shall constitute the parties partners or
render them liable for more than their respective contributions herein, or entitle
them to any participation in the results on profits of the business venture
contemplated herein other than a specified in this Agreement.
Section 7. This Agreement shall be valid and binding upon the heirs,
successors, executors, administrators and assigns of the parties, Provided That,
neither party may sell, cede, transfer, assign, mortgage, encumber or in any
manner dispose of the Property and its rights and obligations under this Agreement
except with the written consent of the other party. Either party, however has the
right to assign its interest under this Agreement, provided, the other party shall be
notified thereof prior to the actual assignment.
ALMATEL CONSTRUCTION
SERVICES, INC.
LANDOWNER DEVELOPER
ALFREDO O. TUPAS
President/CEO
_________________ ____________________
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ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in ___________________ this ____ day
of ________, 2012, personally appeared:
. ___________ ___________________
___________ ___________________
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