JOINT VENTURE/DEVELOPMENT AGREEMENTKNOW ALL MEN BY THESE PRESENTS: This Joint Venture/Development Agreement is made and executed by and between: ISMAEL MATHAY JR., Filipino, of legal age and married to Sonya Gandionco with residence address at 123 N. Domingo, Cubao Quezon City hereinafter referred to as the LANDOWNER ; - and E. A. YGOÑA CONSTRUCTION & DEVELOPMENT CORPORATION, INC., 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, ELFLEDA S. YGOÑA, hereinafter referred to as the DEVELOPER ; RECITALS: A. The LANDOWNER 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 Property ; B. The LANDOWNER desires to develop the Property into a Condominium Project, hereinafter referred to as the PROJECT to be composed of commercial and residential elements in accordance with the Condominium Development Plan to be prepared by the DEVELOPER and approved by the LANDOWNER; C. The DEVELOPER has expressed its desire to invest and participate in the PROJECT by 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 PROJECT 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 prorata undivided interest in the common areas of the PROJECT; D. The LANDOWNER has accepted the DEVELOPER s offer to participate in the PROJECT, and LANDOWNER and DEVELOPER agree to cooperate with one another for the planning and development of the PROJECT 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 PROJECT, and a prorata undivided interest in the common areas of the PROJECT; Page 1 of 13 to wit: LANDOWNER DEVELOPER Thirty Percent (30%) Seventy Percent (70%) Section 3. The parties agree to pool their resources as specified below into an unincorporated joint venture agreement for the master planning and development of the PROJECT to be composed of commercial and residential elements in accordance with the Condominium Development Plan to be prepared by the DEVELOPER and approved by the LANDOWNER. and a pro-rata undivided interest in the common areas of the PROJECT.NOW. Section 2. The Condominium Development Plan shall be prepared by the DEVELOPER prior to the start of the development. In consideration of and as a return of the capital contributed by the Parties to the PROJECT. specifically designated and saleable units in the PROJECT shall be allocated in separate legal ownership between the Parties. the parties hereby agree and stipulate as follows: ARTICLE I PURPOSE OF THE PROJECT Section 1. 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 Page 2 of 13 . ARTICLE II CONTRIBUTION AND SHARING Section 1. The LANDOWNER shall contribute to the PROJECT 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 PROJECT. Section 4. in consideration for acquiring ownership over specifically designated developed and saleable units in the Condominium Development Plan which shall be allocated to it. This particular provision of this agreement shall be annotated on the back of the title of the PROPERTY. while the DEVELOPER 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 PROJECT. 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. THEREFORE. which sharing ratio is based on the proportion that their contribution bear to the PROJECT. for and in consideration of the foregoing premises. Upon approval of the Condominium Development Plan by the appropriate governmental authorities.hereof. 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). Register of Deeds and Assessor s Office. b. A development permit has been obtained by the DEVELOPER from the proper government agency. in addition to this agreement. Page 3 of 13 . if any. This particular provision of this agreement shall be annotated on the back of the title of the Property. Section 2. 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 DEVELOPER by actual ground survey. As soon as the LANDOWNER and the DEVELOPER have determined and agreed on the allocation of saleable units. The allocation of saleable units shall be subject to approval by the LANDOWNER prior to finalization by the DEVELOPER. c. squatters and other occupants. The DEVELOPER. if any). provided the written consent of the LANDOWNER shall be secured which consent shall not be unreasonably withheld. The DEVELOPER 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 PROJECT and perform the necessary developmental work in accordance with the Condominium Development Plan to be prepared by the DEVELOPER and approved by the LANDOWNER. The LANDOWNER has turned over possession of the Property to the DEVELOPER free and clear of tenants. The Condominium Development Plan including all amendments thereto once approved by the parties shall automatically be considered part and parcel of this Agreement. 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. Bureau of Internal Revenue. Section 6. however shall have the discretion to revise and/or alter the PROJECT s plans as it may deem fit. Section 5. ARTICLE III DEVELOPMENT OF THE PROJECT Section 1. 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: a. Section 3. Section 7. with the concurrence of the LANDOWNER shall be responsible for promulgating the corresponding declaration of covenants and restrictions governing the use of the saleable lots/units derived from the Property. make and finalize the Condominium Development Plan for the Property. representatives. bad faith or fraud committed by the DEVELOPER in the performance of its development obligations hereunder. The DEVELOPER has confirmed through a due diligence audit and inquiry with the Register of Deeds concerned the good and marketable title of the LANDOWNER to the Property and the genuineness and authenticity of the title covering the Property. open spaces. the DEVELOPER shall prepare. The LANDOWNER hereby grants the DEVELOPER. It is understood that all expenses to be incurred in the foregoing development works shall be for the sole account of the DEVELOPER. This grant of right-of-way shall likewise be Page 4 of 13 . this guaranteed period shall be extended by such time that as mutually determined by the LANDOWNER and the DEVELOPER. its assigns. The development plan shall include among others.d. that in the event of force majeure of fortuitous events which may cause delays in the completion. Section 5. The DEVELOPER shall promptly secure all the necessary permits. In such event. The development shall conform strictly and in good faith to such plans and specifications as approved by the regulatory authorities concerned. visitors and licensees a right-of-way to the Property for the purpose of the development. successors-in-interest. subdivision plans and specifications for land development. sewage disposal system and other activities necessary for the development. the DEVELOPER undertakes to rectify such defect at its own cost to the satisfaction of the LANDOWNER and the lot/unit buyers within a reasonable period of time. The DEVELOPER shall hold the LANDOWNER free and harmless from any damages or liability for any claim or demand by any third person arising from the negligence. Section 6. Section 8. The DEVELOPER. the LANDOWNER shall execute a special power of attorney authorizing the DEVELOPER to secure said license and permits. The timetables for the procurement of all necessary permits and licenses shall be incorporated by the DEVELOPER as part of the timetable in the Condominium Development Plan for approval of the LANDOWNER. Section 4. Upon approval. employees. the plans and specifications shall form part an integral part of this Agreement and shall be incorporated herein by reference. The DEVELOPER shall complete the development works on the Property within the guaranteed period prescribed in the Condominium Development Plan provided however. Within the period to be agreed by the LANDOWNER and DEVELOPER. licenses and approvals from the appropriate authoirities as may be required for the purpose of implementing the Condominium Development Plan. the development timetable. visitors. Pursuant thereto. Any defect arising from or in connection with the development of the Property shall be the responsibility of the DEVELOPER. licensees and buyers including their tenants. water and electrical power supply. all taxes ont he open spaces and common areas as developed shall be shared by the parties in accordance with the Sharing Ratio. 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. The DEVELOPER shall purchase at its sole expense all materials and supplies needed for the development of the Property. Section 2.enjoyed by the DEVELOPER s 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 DEVELOPER s facilities thereon. Section 9. Section 12. Section 10. machinery. The DEVELOPER shall make available at its sole expense all necessary heavy equipment. Section 3. the titles covering the DEVELOPER s share shall be released upon the DEVELOPER s request. 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. engineering and labor personnel to carry out the development works in the Property. insurances relating to or in connection with the development. Page 5 of 13 . Section 11. Upon completion of the development as certified by the PROJECT Manager (or any third party appointed by the Parties). permits and licenses. All expenses necessary or incidental to the development of the Property such as the preparation of the plans and specifications of the development works. For this purpose. 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. Upon completion of the development of the PROJECT. shall be for the exclusive account of the DEVELOPER. This Agreement shall be annotated on the titles covering the Property at the expense of the DEVELOPER. the LANDOWNER shall deliver the titles to the DEVELOPER for annotation upon signing of this Agreement. ARTICLE IV EXPENSES FOR DEVELOPMENT WORK Section 1. all real property taxes and other assessments due on the Property shall be borne by the LANDOWNER and the DEVELOPER on the basis of the Sharing Ratio. The DEVELOPER 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 2.ARTICLE V EXPENSES FOR MAINTENANCE AND PROPERTY TAXES Section 1. developing and operating the PROJECT. request the DEVELOPER for an immediate inspection during reasonable business hours of the records. the DEVELOPER has the right to exclusively manage. Section 4. As such. maintaining. maintain. the DEVELOPER shall bill the LANDOWNER its corresponding share of taxes and assessments together with the supporting documents for such taxes and assessments. Page 6 of 13 . strategies and procedures for managing. books and accounts relative to the project updates when exigencies require. Once the PROJECT is completed. Section 2. pay the DEVELOPER based on the LANDOWNER s share. Upon the start of the development work for the PROJECT. Except as otherwise stated in this Agreement. however. within seven (7) days from the receipt of such bill. The DEVELOPER shall ensure that the PROJECT is serviced at all times in accordance with (1) applicable laws and (2) similar projects of the DEVELOPER. Section 3. ARTICLE VI MANAGEMENT. develop and operate the PROJECT. may upon twenty four (24) hours notice. The LANDOWNER. all expenses for the maintenance and upkeep of the lots/units shall be borne by the LANDOWNER and the DEVELOPER on the basis of the Sharing Ratio. subject to the Deed of Restrictions. The DEVELOPER shall submit a quarterly report to the LANDOWNER in connection with project updates and other information relative to or in connection with the development of the PROJECT. It shall formulate and implement policies. and the LANDOWNER shall. OPERATION AND MAINTENANCE Section 1. with or without the giving of notices or the passage of time. liens. h.) 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.) Its execution. will prevent the issuance of good marketable titles to the saleable lots/units derived from the Property free and clear of all security interests. and for the purpose of annotation as stated in Article III Section 9 of this Agreement. e. any provision of law or regulation applicable to it.) There is no law. obligations or other burdens in favour of third parties.) It is the lawful and beneficial owner of. delivery and performance of this Agreement do not violate.) Deliver to the DEVELOPER the owner s 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. valid and subsisting certificate of title covering the Property.ARTICLE VII WARRANTIES AND OBLIGATIONS OF THE LANDOWNER Section 1. f. an has good marketable title to the Property. upon the execution of this Agreement and delivery of titles to the DEVELOPER. g. and do not result in a breach of. Section 2. b. and give full assistance to the DEVELOPER in establishing effective physical control over the Property and securing the premises thereof against unauthorized persons. Upon execution of this Agreement.) Deliver to the DEVELOPER the possession of the Property free and clear of tenants.) There are no existing leases or options to purchase. Page 7 of 13 . obligations. The LANDOWNER represents and warrants that: a. b. if any.) The title to the property is good and valid and free and clear of all security interests. ruling or regulation or fact which. the LANDOWNER shall: a.) The title is the genuine. encumbrances. c. d. encumbrances.) There are no pending or threatened judicial or administrative proceedings involving or in respect of the Property. liens. liabilities or other burdens in favor of third parties. lease or develop the Property that have been granted to third parties. squatters or other occupants or improvements. or constitute a default under any agreement or instrument to which it is a party. In the event that a suit.Section 3. and do not result in a breach of. provided that the LANDOWNER has been provided with a complete accounting and all supporting documents evidencing the amount spent.) 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. ARTICLE VIII WARRANTIES AND OBLIGATIONS OF THE DEVELOPER Section 1. then the LANDOWNER shall reimburse the DEVELOPER any and all amounts which may heve been spent by the DEVELOPER for the development of the Property or otherwise paid to the LANDOWNER pursuant to this Agreement within ninety (90) days from written demand by the DEVELOPER. valid and binding obligation. that any reimbursement made shall be net of all sales of the DEVELOPER s units/lots. if there be any. damages.) Its execution. proceeding or other legal action is brought questioning the LANDOWNER s title and right to dispose of the Property and to carry out the objects of this Agreement. b. shall be for the exclusive account of the LANDOWNER. The DEVELOPER represents and warrants that: a. e. d. enforceable against it in accordance with the terms thereof. expenses and liabilities arising therefrom or relating thereto. in case such suit. all expenses of litigation and judgment against the LANDOWNER. and the LANDOWNER shall indemnify and hold the DEVELOPER free and harmless from any and all claims. c. Should any such litigation be decided adversely against the LANDOWNER or result in a judgment affecting the performance of the LANDOWNER s obligation uner this Agreement which would prevent the development of the Property and otherwise frustrate the perfection of the DEVELOPER s rights under this agreement. delivery and performance of this Agreement do not violate.) 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. with or without the giving of notice or the passage of time. the DEVELOPER 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. any provision of law or regulation applicable to it. Page 8 of 13 .) This Agreement constitutes its legal. or constitute a default under any agreement or instrument to which it is a party. and further provided.) It is a corporation duly organized and existing in accordance with Philippine laws and has the legal authority to enter into this Agreement. its successors and assigns free and harmless from any claim.f. Any expenses incurred by the LANDOWNER as a result of these claims. provided that the DEVELOPER shall have been provided wth a complete accounting and all supporting documents evidencing the amount spent.) The DEVELOPER fails to start development of the Property within the period stipulated in Article III Section 2 herein. The DEVELOPER shall forever hold the LANDOWNER. insolvency.) 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 Page 9 of 13 . shall be reimbursed by the DEVELOPER. 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 DEVELOPER with third party buyers. 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. g. and h. The LANDOWNER may by written notice to the DEVELOPER.) There are no judgments. contractor or subcontractors in relation to the PROJECT. 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 DEVELOPER: a. b. bankruptcy or liquidation proceedings or other proceedings of a similar nature against the DEVELOPER. orders or decrees of any kind or any legal action. actions or proceedings brought by third party purchasers or unit/lot buyers arising from defects in the development of the Property attributable to the DEVELOPER s own negligence. financial and other resources required for the effective performance of its contributions and responsibilities herein for the development and construction of the PROJECT. ARTICLE IX TERMINATION Section 1. actions or proceedings shall be reimbursed by the DEVELOPER to the LANDOWNER within ninety (90) days from written demand by the LANDOWNER. bad faith or act constituting fraud as adjudged by a competent court or government regulatory office or agency.) 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. Reasonable costs and expenses incurred by the LANDOWNER in suits.) It has the technical expertise. Section 1. the DEVELOPER automatically designates the LANDOWNER as its true and lawful attorney-in-fact to carry out and execute all necessary agreements with contractors. the DEVELOPER hereby automatically constitutes the LANDOWNER as its attorney-in-fact. is withheld or revoked due to the negligence. suppliers and other third parties. The LANDOWNER shall also be free to negotiate with other entities to complete any unfinished portions of the PROJECT. within one hundred twenty (120) days from the execution of this Agreement. b. authorization. d. The LANDOWNER however shall not be responsible for any liabilities/obligations incurred by the DEVELOPER prior to the date the LANDOWNER takes over the PROJECT which are still the sole responsibility of the DEVELOPER.development including reasonable extensions allowed by the LANDOWNER due to reasons other than force majeure or fortuitous events. including lot/unit buyers.) Any governmental registration. the DEVELOPER shall execute a Special Power of Attorney granting and giving full authority to the LANDOWNER for all aforesaid acts. Section 2. 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 DEVELOPER: a. 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. restructure. liquidates or dissolves its affairs and the PROJECT has not yet been completed. bankrupt. with power to reconvey. The DEVELOPER may by written notice to the LANDOWNER. This Special Power of Attorney shall be implemented by the LANDOWNER only upon termination of this Agreement in accordance with the circumstances abovementioned.) Breach by the LANDOWNER of any of its own warranties and obligations under Article VII. sign documents and do any all acts which may be necessary to reclaim the DEVELOPER s unearned share of the saleable units/lots and/or unearned sales receivables.) 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 Page 10 of 13 . c.) The DEVELOPER ceases or threatens to cease to carry on substantially the whole of its business or becomes insolvent. dispose. as a consequence of such termination. negotiate. 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. Section 1 above. foreclose. bad faith or fraud on the part of the DEVELOPER. winds-up. Moreover. license. Upon termination due to any of the above circumstances. In view thereof. consent or approval. collect. assessments. inhibited or obstructed in the development of the Property. contractors. Page 11 of 13 . ARTICLE X MISCELLANEOUS PROVISIONS Section 1.agency or body involving the title. 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. net of all sales of the DEVELOPER s units/lots. No terms. The LANDOWNER or any of its authorized representatives shall have the right to inspect the Property at anytime to determine compliance by the DEVELOPER of its development obligations under this Agreement. whichever is applicable or such other applicable legislation or government regulations and any amendments thereto including their implementing rules and regulations. all costs and expenses already incurred by the DEVELOPER pursuant to this Agreement. changed. It is mutually understood that any development plan to be prepared pursuant to this Agreement shall conform with the provisions of Presidential Decree Nos. Amendments to this Agreement shall be mutually agreed upon in writing. signed by the parties concerned and made express addendum to this Agreement. the DEVELOPER is restrained. Section 3. 953 and 957. modified. Section 4. changes. bills and expenses from suppliers. conditions. the DEVELOPER shall have the right to retain title and possession of the Property or any portion thereof sufficient to cover the reimbursable amounts. Section 2. Nothing contained herein shall constitute the parties partners or render them liable for more than their respective contributions herein. and addressed to the parties at their addresses as specified above until a notice of change of address is given in writing. alterations and waiver appear in writing and signed by the parties. prevented. consultants and other third parties outstanding as of the time of such termination. altered or waived unless such modifications. Section 5. or entitle them to any participation in the results on profits of the business venture contemplated herein other than a specified in this Agreement. Pending full reimbursement by the LAMNDOWNER of such costs and expenses. unless such waiver i made expressly in writing. stipulations and obligations in this Agreement shall be deemed amended. possession or any adverse interests or claims in the Property. 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. including unpaid taxes. the LANDOWNER shall reimburse DEVELOPER. clauses. Upon termination due to any of the above circumstances. 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. Section 8. on ______________________. assign. Provided That. YGOÑA President Signed in the presence of: _________________ ____________________ Page 12 of 13 . Section 7. all other venues being expressly waived. Either party. any suit or legal action between the parties shall be brought in the exclusive courts of __________. administrators and assigns of the parties. mortgage. the other party shall be notified thereof prior to the actual assignment. 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. The DEVELOPER undertakes to furnish the LANDOWNER a copy of its performance bond. however has the right to assign its interest under this Agreement. IN WITNESS WHEREOF. provided. INC. 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. the parties hereto have signed this Agreement in ______________. neither party may sell. All disputes. Should the parties fail to agree within the said period. transfer. Section 9. 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. E.Section 6. This Agreement shall be valid and binding upon the heirs. This Agreement shall be annotated at the back of the CCT s covering the saleable units/lots respectively allocated to each party. LANDOWNER BY: DEVELOPER ELFLEDA S. YGOÑA CONSTRUCTION & DEVELOPMENT CORPORATION. successors. A. if any. cede. executors. ISMAEL MATHAY JR. ___________ ___________ DATE/PLACE ISSUED ___________________ ___________________ 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. 2012. Series of 2012.S. I have hereunto set my hand and affixed my notarial seal at the place and date hereinbefore stated.ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) __________________________) S. YGOÑA Identification No. ELFLEDA S. IN WITNESS WHEREOF. Page 13 of 13 . Book No. BEFORE ME. Page No. signed by the parties and their instrumental witnesses on each and every page thereof. _____. _____. This Agreement consists of Thirteen (13) pages including the page where this acknowledgment is written. No. _____. a Notary Public for and in ___________________ this ____ day of ________. and those of the entities represented. Doc. personally appeared: NAME ISMAEL MATHAY JR.