ô


   

KNOW ALL MEN BY THESE PRESENTS:

This Joint Venture/Development Agreement is made and executed by and

between:

   ô, Filipino, of legal age and married to Sonya

Gandionco with residence address at 123 N. Domingo, Cubao Quezon
City hereinafter referred to as the 
;

- and -

     
 

  
  

, a corporation duly organized and existing by
virtue of the laws of the Philippines, with principal office address at
No. 6 Diamond St. East Fairview Park Subdivision, Fairview Quezon
City, represented in this act by its President, 
   ,
hereinafter referred to as the 
 ;




A. The 
 is the absolute and registered owner of a parcel of land
located St. Martin De Porres/Cubao, Quezon City, more particularly described as
Lot 4-A, Block 6 of Transfer Certificate of Title No. 179033 of the Register of
Deeds for Quezon City, containing an area of ONE THOUSAND FIVE HUNDRED
AND FIFTEEN (1,515) SQUARE METERS, more or less, hereinafter referred to as
the  !";

B. The 
 desires to develop the Property into a Condominium Project,
hereinafter referred to as the  ô to be composed of commercial and
residential elements in accordance with the Condominium Development Plan to
be prepared by the
  and approved by the 
;

C. The
  has expressed its desire to invest and participate in the
 ôby undertaking the development of the Property into a Condominium
Project to be composed of commercial and 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  ô in consideration for
acquiring ownership over specifically designated developed and saleable units in
the Condominium Development Plan which shall be allocated to it, and a pro-
rata undivided interest in the common areas of the  ô;

D. The 
has accepted the
 #$ offer to participate in the
 ô, and 
 and
  agree to cooperate with one
another for the planning and development of the  ô in consideration for
each of them acquiring ownership over specifically designated developed and
saleable units in the Condominium Development Plan which shall be allocated to
each of them in proportion to the agreed sharing in the  ô, and a pro-
rata undivided interest in the common areas of the  ô;

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 NOW, THEREFORE, for and in consideration of the foregoing premises, the
parties hereby agree and stipulate as follows:




   ô

Section 1. The parties agree to pool their resources as specified below
into an unincorporated joint venture agreement for the master planning and
development of the  ô to be composed of commercial and residential
elements in accordance with the Condominium Development Plan to be prepared
by the
  and approved by the 
. The Condominium
Development Plan shall be prepared by the
  prior to the start of the
development.





 
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Section 1. The 
 shall contribute to the  ô the
Property described in the first Recital hereof in consideration for acquiring
ownership over specifically designated developed and saleable units in the
Condominium Development Plan and a pro-rata undivided interest in the common
areas of the  ô, while the
  shall undertake the development of
the Property into a Condominium Project to be composed of commercial and
residential elements by providing the necessary expertise and resources for the
development of the  ô, in consideration for acquiring ownership over
specifically designated developed and saleable units in the Condominium
Development Plan which shall be allocated to it, and a pro-rata undivided interest in
the common areas of the  ô;

Section 2. In consideration of and as a return of the capital contributed by

the Parties to the  ô, specifically designated and saleable units in the
 ô shall be allocated in separate legal ownership between the Parties,
which sharing ratio is based on the proportion that their contribution bear to the
 ô, to wit:


 - Thirty Percent (30%)

   & SeventyPercent (70%)

Section 3. The Parties agree that the subdivided CCTƞs 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
title of the  .

Section 4. The subdivided CCTƞs covering the open spaces and common
areas of the  ô shall be jointly placed in the names of the 

and
  in accordance with the sharing ratio stated in Article II Section 2

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hereof. This particular provision of this agreement shall be annotated on the back
of the title of the Property.

Section 5. Upon approval of the Condominium Development Plan by the

appropriate governmental authorities, the Parties shall allocate the saleable units in
accordance with the sharing ratio in the most equitable and practicable manner
possible with due consideration to location and projected values of such units. The
allocation of saleable units shall be subject to approval by the 
 prior
to finalization by the
 

Section 6. As soon as the 

 and the
  have
determined and agreed on the allocation of saleable units, the Parties shall execute
a master deed indicating therein the agreed allocation among other stipulations (or
such other document as may be necessary or required by the Housing and Land
Use Regulatory Board (HLURB), Bureau of Internal Revenue, Register of Deeds and
Assessorƞs Office, in addition to this agreement, if any)








    ô

Section 1. The
  hereby agrees to undertake the
development of the PROPERTY into a Condominium Project to be composed of
commercial and residential elements by providing the necessary expertise and
resources for the construction and development of the  ô and perform the
necessary developmental work in accordance with the Condominium Development
Plan to be prepared by the
  and approved by the 
.
The
 , however shall have the discretion to revise and/or alter the
 ôƞs plans as it may deem fit, provided the written consent of the

 shall be secured which consent shall not be unreasonably withheld.
The Condominium Development Plan including all amendments thereto once
approved by the parties shall automatically be considered part and parcel of this
Agreement.

Section 2. The 
 and
  shall agree on the
commencement date of the development activities for the Property provided that
the following conditions have been met:

a. The 
 has turned over possession of the Property to the

  free and clear of tenants, squatters and other occupants, if
any;

b. A development permit has been obtained by the

  from the
proper government agency;

c. The correct technical description of the Property as duly approved by the

Land Registration Authority and/or Land Management Bureau has been
verified by the
  by actual ground survey;

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 d. The
  has confirmed through a due diligence audit and
inquiry with the Register of Deeds concerned the good and marketable
title of the 
 to the Property and the genuineness and
authenticity of the title covering the Property.

Section 3. The
  shall complete the development works on
the Property within the guaranteed period prescribed in the Condominium
Development Plan provided however, that in the event of force majeure of
fortuitous events which may cause delays in the completion, this guaranteed period
shall be extended by such time that as mutually determined by the 

and the
 .

Section 4. Within the period to be agreed by the 

 and

 the
 shall prepare, make and finalize the Condominium
Development Plan for the Property. The development plan shall include among
others, the development timetable, subdivision plans and specifications for land
development, open spaces, water and electrical power supply, sewage disposal
system and other activities necessary for the development. The development shall
conform strictly and in good faith to such plans and specifications as approved by
the regulatory authorities concerned. Upon approval, the plans and specifications
shall form part an integral part of this Agreement and shall be incorporated herein
by reference. It is understood that all expenses to be incurred in the foregoing
development works shall be for the sole account of the
 .

Section 5. The
  shall promptly secure all the necessary
permits, licenses and approvals from the appropriate authoirities as may be
required for the purpose of implementing the Condominium Development Plan.
The timetables for the procurement of all necessary permits and licenses shall be
incorporated by the
  as part of the timetable in the Condominium
Development Plan for approval of the 
  Pursuant thereto, the

 shall execute a special power of attorney authorizing the

  to secure said license and permits.

Section 6. The
 with the concurrence of the 

shall be responsible for promulgating the corresponding declaration of covenants
and restrictions governing the use of the saleable lots/units derived from the
Property.

Section 7. The
  shall hold the 
 free and
harmless from any damages or liability for any claim or demand by any third person
arising from the negligence, bad faith or fraud committed by the
  in
the performance of its development obligations hereunder. Any defect arising from
or in connection with the development of the Property shall be the responsibility of
the
 . In such event, the
  undertakes to rectify such
defect at its own cost to the satisfaction of the 
 and the lot/unit
buyers within a reasonable period of time.

Section 8. The 
 hereby grants the
 , its
assigns, representatives, successors-in-interest, employees, visitors, licensees and
buyers including their tenants, visitors and licensees a right-of-way to the Property
for the purpose of the development. This grant of right-of-way shall likewise be

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enjoyed by the
 ƞs subcontractors for access or for conveyance of
heavy equipment or other equipment or vehicles required for the development of
the Property or the construction of the
 ƞs facilities thereon. This grant
of right-of-way shall also include ingress and egress from the Property by any of
the public utility companies for all lawful purposes connected with the use and
enjoyment of the Property.

Section 9. This Agreement shall be annotated on the titles covering the

Property at the expense of the
 For this purpose, the 

shall deliver the titles to the
  for annotation upon signing of this
Agreement.

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 
 and the
  subject to a safe-keeping
arrangement acceptable to both parties.

Section 11. Upon completion of the development as certified by the

 ô Manager (or any third party appointed by the Parties), the titles covering
the
 #$ share shall be released upon the
 #$ request.

Section 12. Upon completion of the development of the  ô, all taxes
ont he open spaces and common areas as developed shall be shared by the parties
in accordance with the Sharing Ratio.




' 
   (

Section 1. The
  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.

Section 2. The
  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
 .

Section 3. Expenses for the break-up of the titles into individual CCTƞs in
accordance with the approved plan shall be for the account of the 

and the
  in accordance with the Sharing Ratio.

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'  

 '

Section 1. Upon the start of the development work for the  ô, all real
property taxes and other assessments due on the Property shall be borne by the

 and the
  on the basis of the Sharing Ratio. As such,
the
  shall bill the 
 its corresponding share of taxes and
assessments together with the supporting documents for such taxes and
assessments, and the 
 shall, within seven (7) days from the receipt
of such bill, pay the
  based on the 
#s share.

Section 2. Once the  ô is completed, all expenses for the

maintenance and upkeep of the lots/units shall be borne by the 
 and
the
  on the basis of the Sharing Ratio.





  

 


Section 1. Except as otherwise stated in this Agreement, the

 
has the right to exclusively manage, maintain, develop and operate the  ô.
It shall formulate and implement policies, strategies and procedures for managing,
maintaining, developing and operating the  ô, subject to the Deed of
Restrictions.

Section 2. The
  shall ensure that the  ô is serviced at
all times in accordance with (1) applicable laws and (2) similar projects of the

 .

Section 3. The
  shall procure and maintain whatever insurances
are necessary and adequate with a reputable insurance company to cover the
development works and any improvements introduced on the Property in
compliance with the requirements of the HLURB.

Section 4. The
  shall submit a quarterly report to the

 in connection with project updates and other information relative to
or in connection with the development of the  ô.

The 
, however, may upon twenty four (24) hours notice,
request the
  for an immediate inspection during reasonable business
hours of the records, books and accounts relative to the project updates when
exigencies require.






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Section 1. The 
represents and warrants that:

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 is the lawful and beneficial owner of, an has 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
 , 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;

g.)There are no pending or threatened judicial or administrative proceedings

involving or in respect of the Property;

h.)There are no existing leases or options to purchase, lease or develop the
Property that have been granted to third parties.

Section 2. Upon execution of this Agreement, the 

shall:

a.)Deliver to the

  the ownerƞs duplicate copy 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;

b.)Deliver to the

  the possession of the Property free and clear
of tenants, squatters or other occupants or improvements, if any, and
give full assistance to the
  in establishing effective physical
control over the Property and securing the premises thereof against
unauthorized persons.

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 Section 3. In the event that a suit, proceeding or other legal action is
brought questioning the 
ƞs title and right to dispose of the Property
and to carry out the objects of this Agreement, all expenses of litigation and
judgment against the 
, if there be any, shall be for the exclusive
account of the 
, and the 
 shall indemnify and hold
the
  free and harmless from any and all claims, damages, expenses
and liabilities arising therefrom or relating thereto, in case such suit, the

  shall have the right to suspend all development activities and the
development period provided herein shall be deemed suspended until such time as
the litigation shall have been finally settled.

Should any such litigation be decided adversely against the 


or result in a judgment affecting the performance of the 
ƞs obligation
uner this Agreement which would prevent the development of the Property and
otherwise frustrate the perfection of the
 ƞs rights under this
agreement, then the 
 shall reimburse the
  any and all
amounts which may heve been spent by the
  for the development of
the Property or otherwise paid to the 
 pursuant to this Agreement
within ninety (90) days from written demand by the
 , provided that
the 
 has been provided with a complete accounting and all
supporting documents evidencing the amount spent, and further provided, that any
reimbursement made shall be net of all sales of the
 ƞs units/lots.








 %

 
 

Section 1. The
 represents and warrants that:

a.)It is a corporation duly organized and existing in accordance with

Philippine laws and has the legal authority to enter into this Agreement;

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 Ơas is where isơ basis;

e.)It has made its own study of the  ô and the saleability and
marketability of the Property based on the current circumstances and/or
conditions;

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 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  ô;

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
  to perform its respective obligation under this
Agreement; and

h.)No petition has been submitted by the

  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

 .

Section 1. The
  shall forever hold the 
, its
successors and assigns free and harmless from any claim, action or proceeding that
maybe instituted y a third party arising from or in connection with the transactions
and agreements that may be executed by the
  with third party
buyers, contractor or subcontractors in relation to the PROJECT. Reasonable costs
and expenses incurred by the 
 in suits, actions or proceedings
brought by third party purchasers or unit/lot buyers arising from defects in the
development of the Property attributable to the
 ƞs own negligence,
bad faith or act constituting fraud as adjudged by a competent court or government
regulatory office or agency, shall be reimbursed by the
 .

Any expenses incurred by the 

 as a result of these claims,
actions or proceedings shall be reimbursed by the
  to the

 within ninety (90) days from written demand by the

, provided that the
  shall have been provided wth a
complete accounting and all supporting documents evidencing the amount spent.




'




Section 1. The 
 may by written notice to the
 ,
terminate this Agreement if the following conditions occur and while capable of
being cured are continuing for a period of one hundred eighty (180) calendar days
from written notice to the
 :

a.)The
  fails to start development of the Property within the
period stipulated in Article III Section 2 herein;

b.)The
  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

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 development including reasonable extensions allowed by the

 due to reasons other than force majeure or fortuitous
events;

c.)The
  ceases or threatens to cease to carry on substantially
the whole of its business or becomes insolvent, bankrupt, winds-up,
liquidates or dissolves its affairs and the PROJECT has not yet been
completed;

d.)Any governmental registration, license, authorization, consent or

approval, the existence or continuation of which is necessary to make it
lawful for the parties to give effect to its obligations as contemplated
under this Agreement, is withheld or revoked due to the negligence, bad
faith or fraud on the part of the
 .

Upon termination due to any of the above circumstances, the

 
automatically designates the 
 as its true and lawful attorney-in-fact
to carry out and execute all necessary agreements with contractors, suppliers and
other third parties, including lot/unit buyers, required for the completion of all
unfinished development works and the collection of the remaining sales proceeds in
the PROJECT under development subject of the default. The 
 shall
also be free to negotiate with other entities to complete any unfinished portions of
the PROJECT. The 
 however shall not be responsible for any
liabilities/obligations incurred by the
  prior to the date the

 takes over the PROJECT which are still the sole responsibility of the

 .

Moreover, as a consequence of such termination, the

  hereby
automatically constitutes the 
 as its attorney-in-fact, with power to
reconvey, dispose, negotiate, restructure, collect, foreclose, sign documents and do
any all acts which may be necessary to reclaim the
 ƞs unearned share
of the saleable units/lots and/or unearned sales receivables.

In view thereof, within one hundred twenty (120) days from the execution of
this Agreement, the
  shall execute a Special Power of Attorney
granting and giving full authority to the 
 for all aforesaid acts. This
Special Power of Attorney shall be implemented by the 
 only upon
termination of this Agreement in accordance with the circumstances above-
mentioned.

Section 2. The
  may by written notice to the 
,
terminate this Agreement if the following conditions occur and while capable of
being cured are continuing for a period of ninety (90) calendar days from written
notice to the
 :

a.)Breach by the 

 of any of its own warranties and
obligations under Article VII, Section 1 above;

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

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 agency or body involving the title, possession or any adverse interests or
claims in the Property, the
  is restrained, prevented,
inhibited or obstructed in the development of the Property.

Upon termination due to any of the above circumstances, the 


shall reimburse
 , all costs and expenses already incurred by the

  pursuant to this Agreement, including unpaid taxes, assessments,

bills and expenses from suppliers, contractors, consultants and other third parties
outstanding as of the time of such termination, net of all sales of the

 ƞs units/lots. Pending full reimbursement by the LAMNDOWNER of

such costs and expenses, the
  shall have the right to retain title and
possession of the Property or any portion thereof sufficient to cover the
reimbursable amounts.


'

  



Section 1. It is mutually understood that any development plan to be

prepared pursuant to this Agreement shall conform with the provisions of
Presidential Decree Nos. 953 and 957, whichever is applicable or such other
applicable legislation or government regulations and any amendments thereto
including their implementing rules and regulations.

Section 2. The 
or any of its authorized representatives shall
have the right to inspect the Property at anytime to determine compliance by the

  of its development obligations under this Agreement.

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.

Section 4. Amendments to this Agreement shall be mutually agreed upon in

writing. All notices and comments to be communicated by one party to the other
relative thereto shall also be in writing delivered either in person or by registered
mail, and addressed to the parties at their addresses as specified above until a
notice of change of address is given in writing. This Agreement constitutes the
entire Agreement of the parties with respect to the subject matter hereof and shall
supersede any prior expressions of intent or understanding with respect thereto.
No terms, conditions, clauses, stipulations and obligations in this Agreement shall
be deemed amended, modified, changed, altered or waived unless such
modifications, changes, alterations and waiver appear in writing and signed by the
parties.

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.

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 Section 6. All disputes, controversies or differences arising out of or in
connection with this Agreement shall be amicably settled by mutual consultation
within thirty (30) days after written notice thereof has been given by the
complaining party. Should the parties fail to agree within the said period, any suit
or legal action between the parties shall be brought in the exclusive courts of
__________, all other venues being expressly waived.

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.

Section 8. This Agreement shall be annotated at the back of the CCTƞs

covering the saleable units/lots respectively allocated to each party.

Section 9. The
  undertakes to furnish the 
 a
copy of its performance bond, if any, which it is required to be submitted in favour
of the Housing and Land Use Regulatory Board (HLURB) or any other regulatory
agency or agencies.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement in

______________, on ______________________.

  ô    
 

    
    




   
 

BY:


  
President

Signed in the presence of:

_________________ ____________________






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 ( 
 


REPUBLIC OF THE PHILIPPINES )
__________________________) S.S.

BEFORE ME, a Notary Public for and in ___________________ this ____ day
of ________, 2012, personally appeared:

NAME Identification No. DATE/PLACE ISSUED

  ô ___________ ___________________


   ___________ ___________________

known to me and to me known to be the same persons who executed the

foregoing document and they acknowledged that the same is their free and
voluntary act and deed, and those of the entities represented. This Agreement
consists of Thirteen (13) pages including the page where this acknowledgment is
written, signed by the parties and their instrumental witnesses on each and every
page thereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

notarial seal at the place and date hereinbefore stated.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2012.

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