day of 23 AUG 2010
LEMBAGA PEMEGANG-PEMEGANG AMANAH YAYASAN NEGERI SEMBILAN ... THE LANDOWNER
AND OMEGA CIPTAAN SDN.BHD. (Company No: 391386-D) ...THE CONTRACTOR
JOINT VENTURE AGREEMENT
MESSRS.HALIM & ISMAIL Advocates & Solicitors No 26.1, Betaria Business Centre Jalan Dato’ Siamang Gagap 70400 Seremban Negeri Sembilan Darul Khusus Tel No : 06-7626677 / 7626667/ 7632248 Fax No : 06-7632206
C.200(03)389/1 Klt. Negeri Sembilan Darul khusus and business address at No.Ismail. measuring approximately 660.NS. Negeri
Sembilan. 1st Floor. Jalan Campbell. (Company Registration No: 391386-D). of the one part. AND OMEGA CIPTAAN SDN BHD. 70200 Seremban. The Contractor has considerable knowledge and experience in the field of property plantation and management of related business and has identified a suitable plantation
. District of Port Dickson. Bangunan Yayasan Negeri Sembilan. Jalan Yam Tuan. 70000 Seremban. The land premium payable to the State Authority on the alienation of the land has not been paid by the Landowner.Negeri Sembilan Darul Khusus (hereinafter referred to as “the Contractor”) of the other part. B.5 acresin Mukim Pasir Panjang. The “Majlis Mesyuarat Kerajaan Negeri” of the state of Negeri Sembilan has on 10th April 2002 approved the alienation of a piece of land in the State of Negeri Sembilan (hereinafter referred to as “the State”) in favour of the landowner to be developed. Negeri Sembilan Darul Khusus (hereinafter referred to as “the Contract”) more particularlydescribed in the letter of approval dated the 30th April 2002 under reference No Bil(128A) dlm.JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT is made the day of 23 AUG 2010
Between :LEMBAGA PEMEGANG – PEMEGANG AMANAH YAYASAN NEGERI SEMBILAN (hereinafter referred to as “the Landowner”) and having its address at Tingkat 11.11 (hereinafter referred to as “the Apporoval Letter”) duly issued by the State Authority of the State (hereinafter referred to as “the State Authority”) annexed herewith as “Annexure A” and demarcated under the layout plan annexed herewith as “Annexure B” (hereinafter referred to as “the Layout Plan”).SUK. (hereinafter referred to as “the Contractor”) a company incorporated in Malaysia under the Companies Act 1965 and having its address at No 23. Jalan Tun Dr.57A&B.
with strong potential on the land and accordingly has presented a project proposal to the Landowner. means the letter or other document issued by the state Authority approving the alienation of the Land to the Landowner a copy of which is annexed herein as annexure A. For the purposes of the Project. D. The Landowner has proposed to the Contractor to enter into a Joint Venture Agreement for the purpose of undertaking the plantation of the Project on the terms and conditions hereinafter contained. means the financial institution (licensed under the Banking and Financial Institution Act 1989) from whom the contractor may obtain financing for Project.1 In this Agreement the following expressions shall where the following expressions shall where the context so admits be deemed to have the following meanings:“Appropriate Authorities” means all Federal. the parties here to agree that the Landowner shall make available the land free of all encumbrances and the Contractor shall have borne and discharged the entire costs and expenses including the absolute control and management of the Project and shall carry out and complete each and every phase of the project in accordance with the approved lay-out and building plans detailed drawings and specifications (subject as otherwise provided in this Agreement) to be approved by the proper and relevant authorities upon the terms and conditions hereinafter contained. State and local governmental. statutory and other authorities and bodies having jurisdiction from time to time and at any time over the plantation of the project or any part or stage of it or whose approval or co-operation may be requiredfor the successful completion of the plantationor any part or stage of it.
. E. pertaining to the project as shall be approved by the Appropriate Authorities. means the layout plantation plan.
NOW THIS AGREEMENT WITNESSETH as follows:-
1. INTERPRETATION 1.
000.00) within three (3) years from the date of this Agreement. drains.000. electrical cables.00) upon signing of this Agreement. means the deed dated the day of 23 August 2010 executed and perfected by the Landowner appointing and empowering the Contractor or any of its’ lawful representative to act on the
“Layout Plan” “Payment Consideration”
iii) “Power of Attorney”
. side tables of roads. “Land” means all that piece of land referred and identified under the Approval Letter and demarcated under the Layout Plan.00) within two (2) years from the date of this Agreement. and (d) Ringgit Malaysia Twenty Five Thousand (RM 25. Twenty percent (20%) of the net profit based on the figured derived from the audited final accounts upon the completion of the project subject to the provisions of Clause 4. (b) Ringgit Malaysia Twenty Five Thousand (RM 25.000. water reticulation and all such infrastructure and amenities to be constructed and provided and or laid upon the whole of the Land.“infrastructure and Amenities” means roads and related ancillary works.000.00) only to be paid by four (4) instalments as follows:(a) Ringgit Malaysia Twenty Five Thousand (RM 25.000. (c) Ringgit Malaysia Twenty Five Thousand (RM 25. The Contractor is to pay the land premium in Borang 5A to be issued by the State Authority. lighting. means the sum payable to the Landowner in accordance with the terms of this Agreement as stated hereunder in consideration of the Landowner’s covenants and undertaking provided hereunder whereby the Landowner is entitled to the following:i) Ringgit Malaysia One Hundred Thousand (RM 100.00) within one (1) year from the date of this Agreement. means the plan containing the demarcation and location of the Land as Annexure B.
corporation. the relevant applications in respect of the subdivision and the conversion of the category of land use of the Land and to 5
2. read and construed as essential parts of this Agreement. management. The Project shall be undertaken in accordance with the Plantation Schedule.
APPOINTMENT OF CONTRACTOR Subject to the provision of Clause 11 herein below:-
means the total cost of the project as shall be prepared and determined solely by the Contractor.2 The heading in this Agreement is inserted for convenience only and shall not be taken. stipulations and undertakings expressed to be made by or on the part of such person or persons shall be deemed to be made by and binding upon such persons or parties jointly and severally. read and constructed as essential parts of this Agreement. covenants. firm or partnership corporate or incorporate and vice versa. Words importing the singular shall include the plural number and vice versa. covenants. agreements. be enforceable by them jointly and severally and agreements. shall be taken.3
“Project Budget” “State”
means the carrying out and completion of the plantation project. terms. Where two or more persons or parties are included or comprised in any expression. Words importing any gender shall include all the genders. Appendixes to this Agreement. promotion and marketing upon the terms and conditions herein contained. unless expressly stated to the contrary. means the State of Negeri Sembilan. The Contractor shall submit to the Appropriate Authorities.Landowner’s behalf to execute carry out all acts necessary to complete the development of the project inclusive of signing all documents applications to secure approvals for the development of the plantation project. References to Clauses are to be construed as references to Clauses of this Agreement. All references to provisions of statutes or regulations there under include such provisions as modified or re-enacted.2 2. Words applicable to natural persons include any body of persons. terms. stipulations and undertakings expressed to be made to such persons or parties shall.
The Landowner appoints the Contractor and the Contractor agrees to undertake the Plantation Project including the preparation of design conceptual planning for the project.
4 The date of completion of the Plantation works shall be at the sole discretion of the Contractor.
iii) In addition to the alienation under the Approval Letter.1 i)
CONDITION PRECEDENT This Agreement shall be subject to the following conditions:The land shall be approved for alienation to the Landowner by the issuance of the “Form 5A” from the relevant land authority and the original is duly sighted by the Contractor . from the Appropriate Authorities. 2. survey) to enable the contractor to prepare and submit all plans necessary and there after to obtain the Approved from the Appropriate Authorities at the cost of the Contractor. Upon issuance of the approval for the alienation of the Land pursuant to the “Borang 5A”. the Landowner shall be granted an unrestricted right to develop the Land by the Appropriate Authorities in the terms acceptable by the Contractor. iv) The contractor shall have obtained the approval from the Relevant Authorities on all the plans submitted by the Contractor for the Development of the Project within a reasonable time.procure the issuance. soil investigation.5
2. The Contractor shall be allowed take possession of the Land to enter the Land and commence the land clearance work any time after the execution of this Agreement. vi) That the Landowner shall execute the Power of Attorney in favour of the Contractor thereby empowering and allowing the Contractor to carry out all acts necessary to complete 6
ii) The Land shall be free from any encumbrances or rights which will supercede or rank in priority to the interest of the Contractor.7
3 3. the Landowner shall allow the Contractor to have access to the Land and carry out all work necessary (including land clearance work.
v) The Landowner shall have forwarded to the Contractor all relevant documents to evidence that the Landowner is allowed to enter into this Agreement with the Contractor and such further documents including the resolution of the board authorizing the signatory or representative of the Landowner to execute and perfect this Agreement and the Power of Attorney and compliance with any applicable provision under its constitution or any statutory regulation. the individual Issue Document of Title for the Land upon the subdivision of the Land within a period as the Contractor deems fit or expedient. The Contractor shall not be entitled to claim from the Landowner for any cost incurred by the contractor to secure the Approved except in the event of a default by the Landowner or breach of any terms and covenants or obligations by the Landowner and similarly the contractor shall not account to the Landowner for any benefit or revenue (if any) derived from the Land pursuant or incidental to the Development of the Project.
Documents pertaining to the progress of such rescission and termination. shall be made known to the Contractor Managers upon the execution of this Agreement or from time to time pursuant to the terms of this Agreement. The issue of separate documents of title to the Units and the transfer of the same to purchasers of the Units.
Nothing herein stated shall mean to stipulate a time frame or a completion period for the Development of the Project by Contractor.1
DURATION OF AGREEMENT Unless otherwise sooner terminated in accordance with the provisions of this Agreement.1 above.
ix) The rescission and termination of any whatsoever previous agreement(s) and or contract(s) which are subsisting between the Land owner and other parties in respect of the Land (if any).
vii) The approval of the Government Agencies Unit (if required). x) That any exiting claims or interests in relation to or affecting the Land shall have been or will first be resolved solely by the Landowner. the obligations of the parties under this Agreement shall continue until the occurrence of the following:(a) (b) The Practical Completion of the Plantation.2
In the event that any one or more of the condition precedents set forth in Clause 3. viii) The physical eviction and relocation of all squatters and or occupiers currently on the land (if any).
3. and The sale of all the Units.
(c) 4.1. this Agreement shall sole at the option of the Contractor lapse and be of no further force and effect and neither party hereto shall have claim(s) of whatsoever nature for any contribution compensation damages or indemnity whatsoever in respect of any acts done prior to the lapsing of this Agreement as aforesaid.
It is further agreed hereto that notwithstanding the provision of Clause 3. if any.1 above shall not have been fulfilled or satisfied within twelve (12) months from the date hereof then in such an event.the Plantation of the Project inclusive of signing all applications to secure approvals for the Plantation. only the Contractor but not the Landowner shall be entitled to waive the fulfilment of any one or more of the condition precedents set forth in Clause 3.
Surveyors. supply. but without limiting the generality of the foregoing.2
5. local and other authorities. payable in respect of the land from the date the Contractor takes possession of the Land shall be paid by the Contractor provided that the Contractor may seek compensation for all such sums paid in the event this Agreement is terminated for any reason whatsoever expect on the default of the Contractor. the Approved Plans may be varied. All specifications. The Landowner allows the Contractor to mortgage or change the Land to obtain financing for whatever purpose and in this respect the Landowner undertakes to assist in any way requested by the Contractor to execute a charge over the Land in favour the Financier as security for a loan to be granted to the Contractor to obtain the working capital and construction requirement for the Project or any other purpose(s) so required by the Contractor. All quit rent. as are not provided by this Agreement or in Approved plans. rates.1
COST AND EXPENSES The Contractor shall bear all costs and expenses of the Development and all costs and expenses incidental to and in connection with the carrying out and completion of the project. Subject to the approval of the Appropriate Authorities. Suppliers. the name of the project shall be such name as shall be determined by the Contractor. telecommunication. water.5 5. if any. Engineers. shall be decided solely by Contractor.
6. including. taxes and other outgoings. Contractors.3
5. Financiers and all such consultants and professionals as the Contractors may deem necessary. electricity. charges. installation and commissioning of all equipment and materials necessary and required by fire. 8
. The Contractor may commence the Development on any part of the Land as the Contractor deems fit and appropriate provided that the development shall be in accordance with the Approved Plans.1
PROJECT MANAGEMENT AND APPROVED PLANS Subject to the approval of the Appropriate Authorities. The Contractor shall have absolute discretion control in the management and financing of the Project including the appointment of Architect.1
RIGHTS AND POWERS ON THE PLANTATION The parties agree that:(a) (b) The project Budget shall be determined solely by the Contractor.2
7 7. assessment. building plans and the manner and style of construction. altered or amended at any time by the Contractor whenever the Contractor deems necessary at its sole discretion without having to seek the prior consent or approval of the Landowner provided that the Development shall not contravene the provisions of the (Control and Licensing) Act 1966.
equitable or otherwise. whether beneficial. so as to allow the Contractor to lodge a private caveat on the title to the Land against any dealing with the Property until such time as the Contractor deems necessary but without affecting the completion of the Plantation Project. completion and sale. To allow the Contractor to solely handle and manage all aspects of the development including but not limited to design. (whether legal or equitable) or other encumbrance or security interest whatsoever over. transfer or otherwise deal with the Land or the Units and or the aforesaid rights. Assist the Contractor in the eviction of the squatters and or occupiers if any and to deliver vacant possession of the Land to the Contractors upon the execution of this Agreement. in and to the Land and the Units or rights. plans and other documents as may be necessary to be signed by the Landowner to secure the approval of the Appropriate Authorities to carry out and complete the Development and the project. and or that it shall ensure that no person claiming to have any estate. notwithstanding that this agreement is subject to the condition precedent under Clause 3 above. planning.1
LANDOWNER’S COVENANTS In consideration of the Contractor carrying out and observing the covenants on its part to be carried out and observed and upon this Agreement becoming unconditional the Landowner hereby covenant and undertakes with the Contractor as follows:(a) upon request by the Contractor. Render all assistance and co-operation and execute all documents that are necessary to facilitate the release of the Loan. that it shall assist the Contractor (if necessary) in all aspects of the marketing and sales administration. title and interest or sell. promptly exercise all statutory and other 9
. there shall be a valid and subsisting Agreement in existence pending the satisfaction of all the said conditions and the Landowner agrees that the Contractor has by virtue of this Agreement acquired an interest in the Land. right or interest. rights or interest in.
The Contractor has the right to effect any change in its capital. over or in relation to the Land shall exercise or make any claim in such manner as shall hinder or prevent the due and continuous progress of the Project carried out by the Contractor hereunder and that it shall. that it shall not without the Contractor’s prior written consent create or permit to be created any charge. shareholding structure. title and interest . its members and board of directors as it deems fit without the approval or consent of the Landowner subject to the payments considerations payable to the Landowner under Clause 11 herein below. costing. To deliver all documents requested by the Contractor for the purpose of obtaining any approval or consent from the relevant parties concerned. in the event that any such persons shall establish any such estate. to sign all applications.
TERMINATION If:(a) Either party is in breach of or fails to observe or perform any of its covenants and obligations hereunder and has failed to remedy such breach or failure within reasonable time not exceeding thirty (30) days after receipt of a notice by the other party to that effect. defeat or clear off the estate.000.000.
In addition to the above.1
INSURANCE At all times during the carrying out of the project up to the date of issuance of the Final Certificate the Contractor shall ensure and procure the Main Contractor to insure and keep insured the Development in a sum sufficient to cover the cost of completely reinstating the same together with architect’s and surveyor’s fees and other expenses incidental there to in the event of total or partial destruction by fire. air craft and any articles dropping there from with an insurance company.00) upon signing of this Agreement.1
10.000. Ringgit Malaysia Twenty Five Thousand (25.powers available to acquire. CONSIDERATION The Landowner shall be entitled to the Payment Consideration of Ringgit Malaysia One hundred Thousand (100. the landowner shall also be entitled to a percentage of twenty percent (20%) of net profit based on the figures derived from the final audited accounts upon the completion of the Project subject to the provisions of Clause 4 above. The Contractor shall pay the land premium in Borang 5A to be issued by the StateAuthority. storm flood tempest and explosion and against loss or damage by theft.00) only which shall be paid by four (4) instalments as follows:(a) Ringgit Malaysia Twenty Five Thousand (25. or A petition is presented (unless otherwise disputed in good faith).000. Ringgit Malaysia Twenty Five Thousand (25.
9 9. Ringgit Malaysia Twenty Five Thousand (25. If any representation or warranty made or deemed to be made by either party in or pursuant to this Agreement is incorrect in any material respect.
10. right or interest so established.3
11 11. an order is made.00) within one (1) year from the date of this Agreement.00) within two (2) year from the date of this Agreement.000. an effective resolution passed or legislation enacted for the winding up (other than a voluntary winding up for the purpose of reconstruction or amalgamation) of either 10
.00) within three (3) year from the date of this Agreement.
keep and procure and ensure that any of employees agents or its Related Corporation or Affiliates keep in strict confidence any information that it has acquired or may acquire from the other party hereto or has access to and it shall not without the prior written consent of the other use such information in any way or manner for any purposes other than for the benefit of the Plantation except for such information:(a) Which is already known to any party at the time when such information is disclosed to that party. shall be at liberty by notice in writing served on the other party hereto to terminate this Agreement and thereupon this Agreement shall. determine.1
FORCE MAJEURE Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an event of Force Majeure wherein such notice(s) shall contain details of the circumstances giving rise to the event of Force Majeure. whichever shall be the aggrieved party. If a default due to an event of Force Majeure shall continue for a period of more than three (3) months.
12. records. subject to the previsions of Clause 11.2
12 12. then the party not in default shall be entitled to terminate this Agreement. written date. or At any time before the Practical Completion of the Development. Further the Contractor shall forthwith deliver to the Landowner all drawings. 11.
Then the Landowner or the Contractor.2 In the event of the termination of this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an event of Force Majeure.party or if a receiver and or manager is appointed of the undertaking or part thereof of either party.1
CONFIDENTIALITY Each of the parties shall. the whole of the Plantation is suspended by order of any of the Appropriate Authorities for a continuous period of sixty (60)days. 11
.2 and any pre-exiting liability of either party hereto. and documents whatsoever and for that purpose. nothing herein contained shall be construed to relieve either party hereto from its liabilities at law or in equity arising from the termination of this Agreement or the rights conferred by law or equity on either party as a result of such termination. accounts. execution or other process as the case may be is not satisfied or challenged bona fide by such party within seven (7) days from the date thereof. whilst this Agreement is in force and thereafter. or (d) If a distress or execution or other process of a court of competent jurisdiction be levied upon or issued against property of either party and such distress. Which is publicly known without any fault of the party or its Related Corporations or Afflictions. to enter upon the premises in which the same are kept.
telegram or facsimile to the address above given of the party to whom it is sent or to its registered office for the time being or to its last known place of business or to such other address as one party may subsequently notify to the other and such notice.
GOOD FAITH In entering into this Agreement.1
COST AND EXPRESS Each party shall be responsible for its own cost in respect of the preparation of this Agreement.
17 17. Accordingly.
16 16.(c) 14 14.
. telex. consent.1
NOTICE Any notice. amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing specifically referring to this Agreement and duly signed by the parties.1
Which is legally required from third parties by that party.1
ARBITRATION The parties agree that any dispute arising under this Agreement need not be referred to arbitration. the parties recognise that it is impracticable to make provision for every contingency that may arise in the course of the performance thereof. request or the like shall be deemed to have been given at the time when it ought in the ordinary course of transmission to have been delivered at the address to which it was sent. request or the like required to be given to any party in connection with this Agreement shall be writing and shall be sufficiently served if sent by registered post. with fairness and without detriment to the interest of any of them and if in the course performance of this Agreement unfairness to any party is disclosed or anticipated or any dispute arise then the parties shall use their best endeavours (without prior recourse to arbitration or litigation) to agree upon such action as may be necessary and equitable to remove or resolve the cause or causes of the same. consent. The Contractor undertakes to all out of pocket expenses.
ENTIRE AGREEMENT This Agreement (together with the Annexure hereto) constitutes the entire agreement between the parties and save as otherwise expressly provided no modification. charges and stamp fees in relation to the Agreement. the parties hereby declare it to be their intention that this Agreement shall operate with the principal of good faith.
power or remedy.
19. power or remedy vested in any party shall constitute a waiver by that party of that or any other right.
GENERAL This Agreement shall be binding on the parties hereto and their respective successor-in-title and permitted assigns PROVIDED THAT neither party hereto shall be entitled to assign their rights or obligations herein without the written consent of the other.1
GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws for the time being in force in Malaysia and the parties unconditionally submit to the non-exclusive jurisdiction of the Courts of Malaysia in connection with all matters under this Agreement.2
20 20.19 19. No exercise or failure to exercise or delay in exercising any right.