R€public of the Philippines

Ofhce of the President

Housing and Urban Devclopmcnt Coordinating Council
HOUSING AND LAND USE REGULATORY BOARI)

HLURB MEMORANDUM CIRCUITAR NO' 02-A

Series of 2013 ( MAY 02' 2013)

TO : ALLCONCERNED

FROM : THE COMMISSIONER AND CHIEF D(ECUTIVE OFFICER

SUB]ECT : SAMPLE JOINT VENTURE AGREEMENTS FOR JOINT

VENTURES WITH ACCREDITED SUBSIDIARIES A]{D
DEVELOPERS OF SOCIALIZED HOUSING PROTECTS

pursuant to Sections 4.1.1 and 7 of Board Resolution No. 890, Series of 2012, attached
herewith are the following pro-forma copies of joint venture agreements to be used by
developers of main suMivision p@ects and accredited subsidiaries and developers of
socialized housing projects as hereinafter provided:

1. ANNEX A, captioned as Yoint Venture Agreement (With Accredited Developers for

One-Time Utilization)i for joint ventures and utilization of the compliance project
covered under Section 4.1.1 of Board Resolution No. 890, Series of 20t2, as further
implemented by Memorandum Circular No. 02, Series of 2013 under Sections 5.1, 6
and 7 thereof;

2. ANNEX B, captioned as "Joint Venture Agreement (With Accredited Developers for

Simultaneous Utilization)", for joint ventures and utilization of the compliance project
covered under Section 4.1.1 of Board Resolution No.890, Series of 2012, as further
implemented by Memorandum Circular No. 02, Series of 2013 under Sections 5.1 and
7.2 thereof.

3. ANNEX C, captioned as "Joint Venture Agreement (Wth Accredited Subsidiary for

Future Utilization)", for joint ventures and utilization of the compliance project
covered under Section 4.1.1 of Board Resolution No. 890, Series of 2012, as further
implemented by Memorandum Circular No. 02, Series of 2013 under Sections 5.1 and
11.1thereof; and

4. ANNEX D, captioned as "Joint Venture Agreement (With Accredited Subsidiary for

Subsequent Utilization)", for joint ventures and utilization of the compliance project

Page 1 of

HLURB Bldg., Kalayaan Aventle cottret Mayartatl Street' Diliman, Quezon City
i.vrvrv. hlurb. gov.ph
6.ered rnder S€c$on 4.1.1 d Eoad Resolutim ltb. ffXl, Scries d 2012, as frT frcr
lmplenrcnted by l.,lenrorandrn Chqiar t'lo. 02, 5er1€s d 2013 under Secfions 5.1 and
11.2 thereof.

immedhEly.

Peee f of rt
 A]\INDX A
TOINT VENTURE AGR.EEIIENT
(With Accredited Developerc fior One-Time tltilization)
This IOItfT-vEltTURE AGREEIIEI{T (JvA) entered into this day of
, by and between:
-
Th€ Develooer of th€ llain Subdivisbn Prciect, a
corporation duly organized and existing under Philippine
laws, with principal office address at
represented herein by
Name of Officer/ Deshnation, and hereinafter referred to
as llain llerelopery

-and-
The Devdooer of llie Gomoliane Proiect, a corporation
duly organized and existing under Philippine laws, with
principal office address at
represented herein by
Name of Offier / Desionation, and hereinafter referred to
as Complianoe Devebper;

WHEREAS, the Main XDweloper is the owner/developer of Name of the lrlain

Subdivision Proiect located at and which
requires compliance with Section 18 of Republic Act No. 7279 or the balanced housing
development requirement of the Urban Development and Housing Act of 1992, and
Board Resolution No. 890, Series of 20L2 or 'The Revised Implementing Rules and
Regufations to Govern Section 18 of Republic Act No. 7279" promulgated by the
Housing and Land Use Regulatory Board (HLURB) through the development of a
sociafized housing project with a cost equi\rdlent to at least twenty percent (20o/o) of
*re total subdivision project cost of Name of dre llain Subdivisi,on Proiect;

WHEREAS, the Com4iance Derrcloper is a dweloper of socialized housing projects

accredited by HLURB to enter into a joint-venture agreement for the development and
production of new socialized housing projects and units to be utilized as compliance
with Section 18 of Republic ActNo.7279;

NOW THEREFORE, in consideration of the foregoing, the parties have committed and
agreed to combine their fund, land resources, facilities and seruices and hereby enter
into a joint venture (JV) under the following terms and conditions:

1. The Proiects. The JV covers the development of llame of the Comoliance

Proiect (hereinafter referred to as the *Complhnce Proje<tJ, located at
which shall be utilized

Page 3
by l{ame of the }lain Subdivision Proiect which has a total subdMsion project cost
of Amount in Words (P ), as the latte/s compliarrce with Section
18 of UDHA. (MAI{DATORY PROVISION)

2. ConEibution of the Main lleveber. As compliance with Section 18 of UDHA,

the Main Dweloper shall contribute to the I/ for the development of Narne of the
Comoliane Proiect the amount of Amount in Words (P ) to be
delivered, transfened, or disbursed in accordance with the following schedule or
program:

(HAN DATORY PROYTSIOT{ )

3. Exdusive Allotment and Assionment of the Proiect as Comolianoe. In

consideraUon of the lrlain Dorcloper's contribution to the joint-venture, the
Compliane Developer hereby agrees to exclusively assign and allot the Compliance
Prcject, in its entirety, together with the open spaces, facilities and amenities as may
be included in the approved
Plan No. OR archiEctrnl olans (in case the omoliane oroiect is
a socialized ondominium oroiect), in favor of the Hain Developer as its
equivalent compliance with Section 18. (HANDATORY PROVISION)

4. Sharino of Prctrrts ?nd Liabilities. - The Dlain Dweloper and the Compliance
Developer hereby agree and stipulate as follovvs:

(MAilDATORY PROVTSTON)

5. Right and Authoritv to Develop the ProiecL The Compliane Devdoper

warranB that it has the right and full authority to develop the Compliance Project and
to sell, transfer, and convey title and interests thereon. Pursuant thereto, it shall
secure all consents, permits, licenses, approval, authorizations, registrations, and
declarations from govemment agencies and other persons or entities as may be
necessary for the execution, delivery and performance of this lV. (OPTIONAI,' MAY
BE DELETED OR MODIFIED)

The Compllane Denrcloper further warrants that the @mpliance Project is not involved
in any threatened or pending dispute, @se, or litgation brought before any court,
ffibunal or administative body, and that there are no o<isting liens, moftgages,
adverse claim, or set-off or defense on the land or property covered by the Compliance
Project, in whole or in part thereof. (OPTIONAL MAY BE DELETED OR HODIFIED)

Page 4 of 18
6, Aooroval of Plans, Individual TiUino and Reoistation. The Compliance
Developer shall be responsible for the approval of the subdivision suryey or plan, the
individual titling in accordance with the approved plan, and the registration of the
Compliance Project with the pertinent government offices such as, but not limited to,
the Land Management Bureau, the Register of Deeds and the Housing and Land Use
Regulatory Board. (OPTIOI{AL ltlAY BE DELETED OR HODIFIED)

7. Deliverv of the Aooroved SubdMsion Plan and Other llocuments. The

Compliane Denrebper shall deliver to the ilain Deneloper a copy of the approved
subdivision plan of the Compliance Project, together with its Cost Estimate or Bill of
Materials, a copy of the Compliance Project's certificate of registration and license to
sell issued and with the annotations by HLUR4 and other documents in its possession
as may be necessary for the registration and licensing of Name of the Main
Subdivision Proiect. (OPTIONAL, llAY BE DELETED OR. MODIFIED)

8. Insurane and Bonds. The Compliane Dwebper shall, for the account of the
Compliance Project, insure the same with an insurance company acceptable to both
pafties for an amount equal to of the cost of the ongoing project/works and
shall maintain such insurance poliqy unUl the delivery of the lots/units to the buyer/s
-o/o
and tumover of the facilities and amenities. All other bonds as may be requircd by any
government agencies in the implementation of the JV and completion and development
of the Compliance Project shall be for the account and shall be secured by the
Complianoe DeveNoper. (OPTIOIIAL ltlAY BE XTELETED OR ITIODIFIED)

9. Develooment and Gomohtion of Ote Proiect. The Gompliance Developer

undertakes to develop and complete dle Compliance Project within the period fixed and
approved by the HLURB and in accordance with Batas Pambansa Blg. 220 and its
implementing rules and regulations, as well as other laws, rules and regulations,
national or local, as may be pertinent and applicable. It likewise undertakes to install
all required utilities such as power and water within the development period of the
Compliance Project. (MANDATORY PROVISION)

The Compliance Developer further warrants its faithful compliance to the approved
plan, specifications, design and standards of the Compliance Project and assumes any
and all claims for damages and/or liabilities arising out of any defects or imperfections
in the construction or in the quality of works performed in ttrc development and
completion of the Compliance P@ect. (OPTIOI{AL MAY BE DELETED OR
MODTFTED)

10. Confomitv with Aoplicable laws and Requlations. The Compllance

Devetoper undertakes to faithfully develop and complete the Compliarrce Project in
accordance wlth Batas Pambansa Blg. 220 and its implementing rules and regulations,
as well as with other laws, rules and regulations, national or local, as may be peftinent
and applicable. (MANDATORY PROVISION)

Page 5 of 18
11. Comoletion and Turnover. Upon completion of the Compliance project, the
Complianoe Developer shall immediately apply for and secure from HLURB the
Compliance Project's Certificate of Completion and shall deliver a certified true copy
thereof to the Main Developer. Upon completion, The Compliane Deneloper shall be
responsible for the turnover or donauon of the roads, open spac6, facilities and
amenities to the concerned govemment agencies, local govemment unit and/or
homeowners'association. Prior thereto, the Compliane Dweloper shall maintain and
repair as may be necessary all the roads, open spaces and all the facilities and
amenities. (MANDATORY PROVISION)

Iil Wffi{ESS WHEREOF, the Parties hereby affix their signatures this _ day of
20_in

l{ain Developer Compliane Developer

By By
Name of Reoresentative Name of Reorsentative
Position/DesignaUon Position/Desionation

ACKNOWLEDGMENT
 ANITDX B
JOINT VEilruRE AGREEI,IENT
(For Accredited lreyelopers fur Simultaneous t tiliza$on)

This rortfi-vEitruRE AGREEIT|EIfT (ryA) enterd into this _ day of

, by and between:

The Dwedooer of the llain Subdivision Proiect, a

corporation duly orgnnized and existing under Philippine
laws, wiUr principal office address at
represented herein by
Name of (ffier/Desinnation, and hereinafter referred to as
l{ain Daneloper;

-and-
The Devdooer of tlre Gomoliance Proiect, a corporation
duly organ2ed and e><isting under Philippine laws, with
principal office address at
represented herein by
Name of Officer / DeConation. and hereinafter referred to
as Complhne Developer;

wHER.EAli,the Hain Dwetoper is the owner/developer of Name of the l.lain

Subdivision Prciect located at and which
requires compliance with Section 18 of Republic Act No. 7279 or the balanced housing
development requirement of the Urban Development and Housing Act of 1992, and
Board Resolution No. 890, Series of 2OL2 or "The Revlsed Implementing Rules and
Regulations to Govem Section 18 of Republic Act No. 7279" promulgted by the
Housing and Land Use Regulatory Board (HLURB) through the development of a
socialized housing project with a cost equivalent to at least twenty percent (2Oo/o) of
the total subdivision project cost of Name of the Main SubdMsion Proiect;

WI{EREAS, the Comiliance DevCoper is a developer of socialized housing projects

accredited by HLURB to enter into a joint-venture agreement for the development and
production of new socialized housing projects and unlb to be utilized as compliance
with Section 18 of Republic Act No. 7279;

NOw THEREFORE, in consideration of the foregoing, the parties have committed and
agreed to combine their fund, land resources, facilitie and services and hereby enter
into a joint venture (JV) under the following terms and conditions:

1. Tlre Proiects. The JV cwers the development of t{ame of Ure CornPliance

Proiect (hereinafter referred to as'Compliane Pro!ect"), located at
a portion of which shall be
PageT ol 18
utilized by Name of the f4ain Subdivision Prciect which has a total subdivision
project cost of Arnount in Wods (P ), as the latre/s compliance
with Section 18 of UDHA. (lrlAt{DATORY PR.OW$OI{)

2. Contribution of the llain lleveloar. As compliance with Section 18 of UDHA,

the Main Dseloper shall conbibute to the JV for the development of Name of the
Comolianoe Proiect the amount of Amount in Words (P ) to be
delivered, fansfened, or disbursed in accordance with the following schedule or
program:

(rilr{ DATORY PROVISIOil )

3.
Allotted Lots/Units. In consideration of The First Party's contribution to the joint-
venture, The Seond Party hereby agrees to exclusively assign, allocate, provide or
deliver in favor of the Main Developer corresponding to the latte/s compliance with
Section 18 for Name of lfie Hain Subdivision Prciect the lots/house and lots/
socialized condominium uniB of the Compliance Proiect with an equivalent production
cost of Amount in Words (P ), as enumerated in
the list attached hereto as Annex An in accordance with the Gomplianoe prolect's
approved site development olan and overed bv Subdiyisinn Plan No.
OR
oondominium proistl (!|AI{DATORY PROVISIOT)

The parties hereby agree that the aforementioned list (Anno< A) may be amended or
supplemented to conform with the terms, conditions and annotations on the certificate
of regisffation and/or license to sell which may be issued to the main subdivision
project.

4. Sharino of Profits and liabilitis. - The ltlain D€n€{oper and the Compliance
Developer hereby agree and stipulate as follows:

(T,IANDATORY PROVFION)

5. Right and Authoritv to Dweloo the Proiect The Comptiane Dwetoper

warranb that it has the right and full authority to dwelop the Compliarrce Project and
to sell, ffansfer, and convey tiHe and interests thereon. Purcuant thereto, it shall
secure all consents, permits, licenses, approval, authorizations, registrations, and
declarations from government agencies and other persons or entities as may be

8of18
A/,*'
in the construction or in the quality of works peformed in the development and
completion of the Compliance Project' (OPTIONAL' MAY BE DELETED OR
MODTFTED)

10. Conformitv with APplicable Laws and Reoulations. The Compliane

Developer undertakes to faithfully develop and complete the Compliance Project in
accordance with Batas Pambansa Blg. 220 and its implementing rules and regulations,
as well as with other laws, rules and regulations, national or local, as may be peftinent
and a pplicable. (MAN DATORY PROVISION)

11. Gomoletion and Tumover. Upon completion of the Compliance Project, the
Compliance Developer shall immediately apply for and secure from HLURB the
Compliance Project's Certificate of Completion and shall deliver a certified true copy
thereof to the Main Deyelop€r. Upon completion, The Compliane lteveloper shall be
responsible for the turnover or donation of the roads, open spaces, facilities and
amenities to the concerned government agencies, local govemment unit and/or
homeowners'association. Prior thereto, the Compliane Dweloper shall maintain and
repair as may be necessary all the roads, open spaces and all the facilities and
amenities. (MAt{ DATORY PROVISION)

IN WITNESS WHEREOF, the Parties hereby affix their signatures this day of
20_in
-
Main DeYelop€r Compliance Dweloper

By: By:
Nane of Reoresentative Name of Reorcsentative
Position / DesiqnaUon Position / Desiqnation

ACKNOWLEDG]IIENT

Page 1O of 18
 ANINDX C
JOII{T VENTUR.E AGR,EEHENT
(With Aeredited Suboidiary for Future tlHlization)

This JOINT-VEI|TURE AGREEtrrEtlT (IrA) entered into this day of

20L3, W and between:
-
The Derrclooer of the lrlain Subdivision Pmiect (Parent
Comoanv), a corporation duly organized and existing under
Philippine laws, with principal office address at
represented herein by
Name of Offier/Dcionat*rn, and hereinafter refened to as
Main lteveloper;

-and-
a
corporation duly organized and existing under Philippine
laws, with principal office address at

represented herein by t{ame of officer/Desionation, and

hereinafter referred to as Compliane Developer;

W!{EREAS, the lrlain Devedoper is a dweloper of residential subdivision projects

(hereinafter referred to as Hain Subdivision Projects) which are required to comply
with Section 18 of Republic Act No. 7279 or the balanced housing development
requirement of the Urban Development and Housing Act of 1992, and Board Resolution
No. 890, Series of 2OL2 or "The Revised Implementing Rules and Regulations to Govern
Section 18 of Republic Act No. 7279" promulgated by the Housing and Land Use
Regulatory Board (HLURa) through the development of a socialized housing project with
a cost equivalent to at least twenty percent (20o/o) of the total subdMsion project cost
of such ilain Subdivisbn Proi*ts;

WHEREAS, the Compllance Dereloper is a subsidiary of the lrlain Dereloper and a

developer of socialized housing project accredited by the HLURB to enter into joint-
venture agreement with the lrlain Dweloper for the development and production of
new socialized housing projects and units to be utilized as compliance with Section 18
of Republic Act No. 7279 for the latter's future main subdivision projects;

Page 11 of 18
NOW THEREFORE, in consideration of the foregoing, the parties have committed and
agreed to combine their fund, land resources, facilities and services and hereby enter
into a joint venture (JV) under dre following terms and conditions:

1. The compliane Project/s. The JV covers the development of t{ame of the

compliance Proiect (hereinafter refened to as the "Gompliance prolectJ, located
with a total
subdivision project cost of Amount in Words (P ) to be utilized
as the main developer's compliance with Section 18 of UDHA for its future main
subdivision projecVs. (IIANDATORY PROVISION)

2. Contributitm of the Dlain ltevelooer. As compliance with to Section 18 of the

UDHA, the ilain Developer shall contribute to the JV for the development of Name of
the Comoliance Proiect the amount of Amount in Wordf (P_______J to
be delivered, transferred, or disbursed in accordance with the folloruing schedule or
program:

( lrlAN DATORY PR OVISION)

3. In
consideration of the l.lain Developer's contribution to ttre joint-venture, the
Compliane Devebper hereby agrees to exdusively assign and allot the Compllane
Ptoiect' in its entirety, together with the open spaces, facilities and amenities as may
be included in the approved ite develooment olan and ovqed by Subdivision
Plan No. OR building olans (in case the compliane oroiect is a
socialized condominium oroiect), in favor of the Main Developer as its equivalent
compliance wiUr Section 18 for the latter's firture main suMivision p@ects.
(MANDATORY PROVTSTON)

4. Sharino of Profits and Lhbilities. - The ilain oerretopel and the @mpliance
Developer hereby agree and stipulate as follours:

(MAN DATORY PROVTSTOI{ )

5. Right and AuthoriB b Develoo the ProiecL The Compliane D€veloper
warranb that it has the right and full authority to develop the Compliance hoject and
to sell, Eansfer, and convey tiHe and interests thereon. Pursuant thereto, it shall
secure all consents, permits, licenses, approval, authorizations, regisffations, and
declarations from govemment agencies and other persons or entities as may be

Page 12 of 18