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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, 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, 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 PROJECT;
Section 2. 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, which sharing ratio is based on the
proportion that their contribution bear to the PROJECT, to wit:
LANDOWNER
DEVELOPER
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ARTICLE III
DEVELOPMENT OF THE PROJECT
Section 1. 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 DEVELOPER,
however shall have the discretion to revise and/or alter the PROJECTs
plans as it may deem fit, provided the written consent of the
LANDOWNER 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 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. The LANDOWNER has turned over possession of the Property
to the DEVELOPER free and clear of tenants, squatters and
other occupants, if any;
b. A development permit has been obtained by the DEVELOPER
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 DEVELOPER by
actual ground survey;
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ARTICLE IV
EXPENSES FOR DEVELOPMENT WORK
Section 1. The DEVELOPER shall make available at its sole
expense all necessary heavy equipment, machinery, engineering and
labor personnel to carry out the development works in the Property.
Section 2. The DEVELOPER shall purchase at its sole expense all
materials and supplies needed for the development of the Property. All
expenses necessary or incidental to the development of the Property
such as the preparation of the plans and specifications of the
development works, permits and licenses, insurances relating to or in
connection with the development, shall be for the exclusive account of
the DEVELOPER.
Section 3. Expenses for the break-up of the titles into individual
CCTs in accordance with the approved plan shall be for the account of
the LANDOWNER and the DEVELOPER in accordance with the Sharing
Ratio.
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ARTICLE V
EXPENSES FOR MAINTENANCE AND PROPERTY TAXES
Section 1. Upon the start of the development work for the
PROJECT, all real property taxes and other assessments due on the
Property shall be borne by the LANDOWNER and the DEVELOPER on
the basis of the Sharing Ratio. 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 LANDOWNERs share.
Section 2. Once the PROJECT is completed, 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.
ARTICLE VI
MANAGEMENT, OPERATION AND MAINTENANCE
Section 1. Except as otherwise stated in this Agreement, the
DEVELOPER has the right to exclusively manage, maintain, develop and
operate the PROJECT.
It shall formulate and implement policies,
strategies and procedures for managing, maintaining, developing and
operating the PROJECT, subject to the Deed of Restrictions.
Section 2. 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. 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 4. 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.
The LANDOWNER, however, may upon twenty four (24) hours
notice, request the DEVELOPER for an immediate inspection during
reasonable business hours of the records, books and accounts relative to
the project updates when exigencies require.
ARTICLE VII
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the Property and to carry out the objects of this Agreement, all expenses
of litigation and judgment against the LANDOWNER, if there be any,
shall be for the exclusive account of the LANDOWNER, and the
LANDOWNER shall indemnify and hold the DEVELOPER free and
harmless from any and all claims, damages, expenses and liabilities
arising therefrom or relating thereto, in case such suit, 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.
Should any such litigation be decided adversely against the
LANDOWNER or result in a judgment affecting the performance of the
LANDOWNERs obligation uner this Agreement which would prevent the
development of the Property and otherwise frustrate the perfection of the
DEVELOPERs rights under this agreement, 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, provided that
the LANDOWNER 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
DEVELOPERs units/lots.
ARTICLE VIII
WARRANTIES AND OBLIGATIONS OF THE DEVELOPER
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ARTICLE IX
TERMINATION
Section 1. The LANDOWNER may by written notice to the
DEVELOPER, 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.) The DEVELOPER fails to start development of the Property
within the period stipulated in Article III Section 2 herein;
b.) The DEVELOPER fails to procure the necessary permits and
licenses and/or complete the development of the Property within
the parameters and time period prescribed in the Condominium
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CORPORATION, INC.
LANDOWNER
DEVELOPER
BY:
ELFLEDA S. YGOA
President
_________________
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____________________
ACKNOWLEDGMENT
Identification No.
___________
___________
DATE/PLACE ISSUED
___________________
___________________
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