JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This JOINT VENTURE AGREEMENT is hereby executed by and between:

VESTAHOMES COMMERCIAL INC., a corporation organized and existing under

Philippine Laws with principal office at 2/F LBR Building, 785 Englis, V. Rama Ave.
Guadalupe, Cebu City. Philippines, represented in this act by its Operations Manager,
Josephine M. Lawson, hereinafter referred to as the “DEVELOPER”.
-and-

EPHRAIM BOMEDIANO, of legal age, Filipino, and resident of Barangay Mayacbac,

Dauis, Panglao, hereinafter referred to as the “LANDOWNER”.

WITNESSETH: That-

WHEREAS, the LANDOWNER is the absolute and registered owner of a parcel of land
located in Barangay Mayacbac, Dauis, Panglao, Bohol with an Area of 28,998 square meters,
more or less, covered by TCT No. 21576, duly issued by the Register of Deeds for Dauis, Bohol,
hereinafter referred to as the “PROPERTY”;

WHEREAS, the DEVELOPER is engaged in construction business and development of

subdivisions.

WHEREAS, the DEVELOPER desires to develop the Property into an Exclusive

Residential Subdivision Project, hereinafter referred to as the “PROJECT” to be composed of
exclusive residential subdivision lots, including the basic facilities and amenities, in accordance
with the Project Development Plan to be prepared by the DEVELOPER;

WHEREAS, the LANDOWNER has accepted the offer of the DEVELOPER to have the
aforementioned property converted into an exclusive residential subdivision.

NOW THEREFORE, for and in consideration of the foregoing and of the stipulations
herein contained, the parties have agreed as follows:

1. That the DEVELOPER shall, at its own expense, survey and prepare the subdivision
plans, engineering designs, and such other plans in accordance with the rules and
regulations or as required by the Housing and Land Use Regulatory Board, Bureau of
Lands ( now Land Management Services, Department of Environment and Natural
Resources) and such other government agencies that regulate or control the construction
and development of residential subdivisions.

2. That the DEVELOPER shall secure and pay for all the necessary licenses plus the cost of
the required bond, permits, approval from the Local Government, HLURB, VECO, LMS-
DENR and all other government agencies having authority on residential subdivision
with full cooperation by the LANDOWNER;

3. That the LANDOWNER will give consent to the DEVELOPER to transfer to its name,
the ownership of the above-described parcels of land to enable it to conveniently cause
the processing of necessary permits, licenses and clearances. A Deed of Absolute Sale
shall be executed by the LANDOWNER in favor of the DEVELOPER although no actual
monetary consideration is involved in the said document, the same being made to
achieve the purposes of this Joint Venture Agreement.

The LANDOWNER will likewise give consent to the DEVELOPER to mortgage or

assign its rights under this agreement to any bank or financial institution: Provided, that
such mortgage/assignment shall be for the limited purpose of obtaining financing to
undertake the construction and development of the project.
4. That the DEVELOPER shall furnish at its expense all materials, equipment, labor and
services in the development of the said parcels of land into a residential lot subdivision,
all in accordance with the subdivision plan and with the plans and specifications and
design standards as approved by the concerned government agencies.

5. That the physical development and actual implementation of the project shall be upon
compliance of the necessary requirements of the DAR Exemption Clearance and the
Development Permit by Local Government Unit and approval of the concerned
government agencies which the DEVELOPER shall secure within a period of twelve (12)
months.

It is understood that the PROPERTY UPON TURNOVER by the LANDOWNER to the

DEVELOPER MUST be free from any and all occupants, whether squatters, lessees
and/or tenants, farm workers, agricultural beneficiaries or otherwise, who may be
found therein; Provided however, that should the LANDOWNER fail to do so, the
Developer shall have the right to remove or relocate and/or relocation that may be
incurred by the DEVELOPER, including the payment of “ Disturbance compensation “
and/or financial assistance, if they required, shall be for the account of the
LANDOWNER.

6. That DEVELOPER guarantees completion of the development work, except for the
completion of electrical facilities which is solely VECO’s responsibility, if not prevented
by force majeure or fortuitous event as defined under the New Civil Code or by
competent authority, within five (5) years from the date of issuance of all land titles and
procurement of the development permit from respective government agencies. Force
majeure or fortuitous events shall include wars, serious diseases and calamities, serious
dearth of construction materials and other events that hamper pursuit of development.

The LANDOWNER or any of their designated representatives shall have the right to
inspect the subdivision to determine compliance by DEVELOPER of its development
obligations under this Agreement.

The DEVELOPER warrants that all road lots, sidewalks, drainage and other amenities
included in the plans approved by the Housing and Land Use Regulatory Board and
appearing in advertisements comply with the requirements of the government agencies
concerned and are in good working order and condition.

7. That the LANDOWNER hereby grants the DEVELOPER, 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 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. 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.

8. That the sharing of the net salable area shall be as follows: sixty percent (60%) shall
constitute the share of the DEVELOPER and forty percent (40%) shall be the share of the
LANDOWNER. The salable area pertaining to the each of the parties is decided by
alternating two lots until the agreed net salable lots are properly determined. The
selling price of the lot per square meter or any future adjustments thereof shall be solely
determined by the DEVELOPER.

9. That upon the issuance of a License to Sell by the HLURB, the parties may immediately
start selling their respective shares of the subdivided lots based on the price and terms/
conditions determined by the DEVELOPER. The LANDOWNER and the DEVELOPER
shall be free to sell their respective share in the project; however, the DEVELOPER may
be appointed as the sole marketing, management and collection agent of the
LANDOWNER for the latter’s allocation in the project. For its services, the DEVELOPER
shall be paid by the LANDOWNER 10% marketing fee based on the total selling price of
the lots sold for and in behalf of the LANDOWNER.
 10. That LANDOWNER and DEVELOPER shall each be responsible for the payment of the
creditable withholding tax or gains tax, transfer tax, documentary stamp tax, and other
taxes, applicable to its share of the project according to their agreed sharing in
paragraph (8). In case where the creditable withholding tax is paid by the other party,
said party shall be reimbursed with the amount paid.

11. That all real estate taxes due on the property prior to the signing of this Agreement shall
be for the account of the LANDOWNER. After the signing, the same shall be shared by
them in accordance with paragraph (8) of this Agreement. As such, the DEVELOPER
shall bill the LANDOWNER its corresponding share of taxes and assessments together
with the supporting documents for such taxes and assessments, and the LANDOWNER
shall, within seven (7) days from the receipt of such bill, pay the DEVELOPER based on
the LANDOWNER’s share.

12. That DEVELOPER shall be solely liable and responsible to the government agencies
concerned and/ or third parties for whatever violations or rules or standards with
respect to the development of the subdivision. The DEVELOPER shall likewise be solely
liable and responsible to the government agencies concerned and/ or third parties for
whatever violations of rules and standards with respect to road lots and open spaces
pending formal turn over to the proper government agencies.

13. That in the event either party fails to comply with the terms and conditions afore stated,
the aggrieved party shall be entitled to all forms of damages and attorney’s fees plus
cost of suit or litigation.

In case of court litigation involving the rights and obligation of the parties under this
Joint Venture Agreement, the parties herein agree that the venue shall be in the
competent courts of Cebu City only.

14. That no term, condition or stipulation in this agreement shall be deemed modified or
novated, unless reduced in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and at
the place first above written.

VESTAHOMES COMMERCIAL, INC.

DEVELOPER
By:
EPHRAIM BOMEDIANO
LANDOWNER
JOSEPHINE LAWSON
OPERATIONS MANAGER

Signed in the presence of:

_____________________ ___________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF CEBU ) S.S.

BEFORE ME, on ________________, in the City of Cebu, Philippines, personally appeared

the following with their respective competent evidence of identity, which bears their signatures,
to wit:

Name Competent Evidence of Identity Issued on/ Valid until

JOSEPHINE LAWSON ____________________________ ___________________

EPHRAIM BOMEDIANO ____________________________ _____________________

Who all have satisfactorily proven to me their respective identity through the above indicated
competent evidence of identity that they are the same persons who executed and voluntarily
signed the foregoing Joint Venture Agreement which they acknowledged to me that the same is
their own free and voluntary act and deed, as well as the corporation represented.

This instrument relates to a Joint Venture Agreement consisting FOUR (4) pages including
the page on which this acknowledgment is written and is sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above written.

Doc. No. _____

Page No. _____
Book No. _____
Series of 2020