Project Agreement Project
for the Family for the Property Located at the Back of Holy
(A continuance and renewal)
KNOW BY ALL THESE MEN PRESENTS
This agreement entered to by and between :
of legal age residing at Barrio Muzon Taytay Rizal representing himself and the rest of brothers and sisters, here known as the LANDOWNER
and
Taytay Land Gardens Inc,(still being registered) a company organized and subsisting under Philippine laws with principal office Angono Rizal, herein represented by Jorge Saguinsin and Madelene R Saguinsin Sanchez hereinafter known as the DEVELOPER
Whereas: the LANDOWNERS ARE THE OWNER FEE and simple of the this
parcel of land located at Barrio San Isidro Taytay Rizal with a total land area of
14,000 square meters more or less more particularly described as Follows
TCT No. _00980
TCT No 00981
Whereas, the Amado Aguinaldo and Amagsila whose total land holdingsis 2.4 hectares et al entered into Joint Venture Agreement with Jorge and Elvira Saguinsin in 2008. as an expansion of Holy Gardens Taytay between De la Paz family et al. way back in 2008
Whereas the said project never materialized because of difficulties in getting a right of way, whose fees being asked for at the time was rather high
Whereas the Amagsilas sold to a third party without notification,despite the acceptance of consideration and a signed Joint Venture Agreement which was a perfected agreement
Whereas, the developer has now obtained a favorable grant of right of way from
Whereas the Aguinaldo party has been following up this project and awaits favorable decision from the grantors of right of way, and successors in interest of the Amagsila, and will honor the original
agreements.
Whereas prior to the February 2, 2019, since December 2018, negotiations were underway for the grant of right of way from the De la Paz family, The verbal OK was obtained from the de la Paz family last January 31, 2019, and from Unisun February 1, 2019. This grant is pricey and since no other options are available for the grant of right of way, and to be advanced by the developer, it is to the advantage of this Land owner to proceed together with the Developer, and Architect Edu.
Whereas, through the intercession of Ms. Luisa de la Paz Javier met at SM Taytay Rizal on February 2, 2019 where for the first time, the Developer explained the mechanics of the memorial park, the possible saleable area and the revenues
Whereas the opportunity is just right because after a long time, it is timely that the decision from the court to eject the squatters and therefore the time is right to proceed with the project; however since 21 years has transpired and many things could have been forgotten and a new plan and projection has to be made in view of the lapse of time;
It is therefore paramount to renew the joint project agreement, considering the altered product plan and target market;
WITNESSETH:
For and in consideration of the above premises and other valuable consideration,
both parties, the LANDOWNER and DEVELOPER have agreed, covenanted
to renew into a joint project agreement crafted in 2008, for a memorial garden, cash sharing basis on the following formula
1. Cash advance previously paid in 2008, which shall be recouped with 5% deduction from
monthly sharing
2. Advances for grant of right of way:
2. Expenses for the grant of right of way which shall be advanced by the Developer
for and in behalf of the Land owner to make the project viable
- P4,200,000.00
- 4,200,000.00
Total 8,400,000.00
1. Cash portion of the consideration P4,400,000.00
Upon signing P2,400,000
90 days after signing 2,000,000
2. Lots portion
Dela Paz 34 lawn lots (regular)
Unisun 20 lawn lots (regular)
3. Cash Sharing 65 % 35% of net lot price which is total sales price
Net of
Collection Fee - 5%
Insurance - 4%
Memorial Care Fund 14.2%
Marketing Expense 20%
VAT 8.8%
Total 52%
Net of Development Cost of the project which shall include the grant of right of way
expenses and other expenses for the construction of the project (Detailed at Par 7.4.1) Interest
and penalties on the amotization are not included
Since this a joint and several undertaking with the Francisco land owners, sharing shall be done
on a community basis; hence should a cash collection comes from a lot coming from Francisco
portion of the project, the same shall be shared with this land owner.
2. Manner of payment: monthly 30 days after end of reference month; this shall commence 30 days
after start of pre selling, marketing activities and product launch
4 . The Landowner may assign an auditor whose duty is to check daily
cash collection and bank deposits
5 Products covered:
On the ground products
1. Real Estate - Plots and Garden Estate
Above the ground products - body crypts
Should there be other products sold other than those specified above, the same shall be shared
on the same formula less Cost of Goods sold (which includes depreciation)
The Landowner's equity investment in the services business is welcome for bigger share in
net income
6. Minimum developments (Estimate subject to final drawing Architectural Engineering plans and drawings)
1. Upgrading and improvement of perimeter fence
2. Flood abatement measures: Setback of say 10 meters in accordance with PD 856
small impounding flood to abate flood lessen the flood flow
3. STP
4. Electrical, roads landscaping as may be needed in a memorial gardens project
5. Buildings and equipment necessary to run the memorial park project
6. CR
7. Ceremonial chapel
The memorial park shall be in conformity with the Minimum Requirements of EO 648 being
regulated by HLURB, the Sanitation Code PD 856, environmental laws under DENR and
standards of memorial park development and rules and regulations, Building and Fire Code, and Electrical
Code
7. . Representations and responsibilities of the Land owner
1. That he are absolute owner fee and simple of the
the property
2. That all real estate taxes have been paid for 2018 and are free from all liens and en-
cumbrances and are not subject to negative pledge of other businesses
3. That if the land is intestate (ie some members have died) the Landowner undertakes to take
steps to have the sharing among the deceased be set in order. The Developer will not
be a party to the Aguinaldo disputes
4 That the land has not been sold, does not have any lien and other encumbrances present and prospective, lawsuits against his person and other assets and will
defend the rights of the Developer against whomsoever at his own expense.
8. Representation and warranties of the Developer
1. That the developer has been in the business for 36 years and knows the memorial business
2. Has developed 11 memorial parks nationwide, Has built and is or building 3 crematoria: San Carlos Calamba, (Morong to be built)
3. Has the manpower (marketing staff) to market this project
4. Has the financial capacity to start, do and finish the project
5. That it will undertake all marketing and operational efforts to make the project a success
6. Shall at his sole efforts prepare the plans: architectural and engineering, secure permits form pertinent govt agencies; LGU, DAR, HLURB, LLDA and DENR to comply with the regulatory bodies
. 7. Conformity to the relevant rules and regulations to the memorial park develop-
ment shall be the sole responsibility of the Developer, and any violations of
the developer shall be fixed by the Developer. The Developer shall defend
the land owner from such infractions, including difficulties with the customers/buyers
9. Other terms and conditions
Expenses
1. All expenses shall be shared as 65% 35% as stipulated Mayors business permit, real estate taxes. The developers shall advance such expenses from its own fund which shall be deducted from the
Land owners share as they fall due.
2. VAT shall be remitted by the Developer, but each one shall be responsible for filing of his business and income tax at BIR
3. All designs and drawings architectural and engineering, EIA shall be for the account of the
Developer. All office and site operating expenses shall be for the account of the Developer
4. Development cost which shall be amortized in the monthly sharing shall include:
1. Direct cost labor and materials for the development of the project: backfilling, perimeter
fence, roads pathwalk, drainage, electrical facility, water system, parks, viewing chapel,
rest rooms, permits from local and national agencies (Sangguniang Bayan Resolution,
Mayor, ,MPDC, DENR, HLURB LLDA - above board and below board) Right of way
compensation to the De La Paz and Unisun Development Co) - fixed and recurring
10. Operation and running of the business
1. The landowner recognizes the experience and capacity of the developer in this business.The operations: marketing, accounting, operations (maintenance) shall be the sole responsibility of the developer. Decisions on the pricing marketing operations shall be at the sole decision of the developer However the developer shall regularly at his option inform the land owner of the status of development sales, financing of the project and decisions made . The staff of the landowner shall not interfere nor delay the operations of the memorial gardens for any reason whatsoever
The developer shall set up systems and software for the efficent operation of the system
2. . Mancom meetings - shall be held regularly to update the land owner
on the progress of business and to enhance problem solving and decision making
11 . Notation of the Landowner on the designs
All plans and designs shall be furnished to the Land owner for their information and notation
12 Annotation of the JPA at the title
Upon completion of the 70% of the land development, this document shall be annotated at
the back of the TCT of the land owner and shall deliver the same to the Developer for
safe keeping
13 Investment in other business ventures
The coverage of this agreement is only for real estate: below and above the ground products:
plots, body crypts
Investments in other memorial services like memorial homes (funeral service) cremation and
other similar bereavement services) requires different technology, know how and capital
expenditures and will require equity investments to which the Landowner may participate
The minimum compensation to such business expansion is friendly fixed lease on the land
which shall not be more than 2% of the net revenues for the year, or a one time purchase price
of P1,000 /sm of land to be occupied by the new project (since the land has been contributed all ready
to the Joint Project Agreement and absorbed by the plots sold as COGS
14 End of the JPA
The JPA shall cease when all of the plots on the real estate GE and plots are 100% sold, after
which the memorial care fund which is kept in a separate account (bank or Trust Account)
shall be utilized to operate and maintain the memorial park; the operation of the office shall
be obtained by the Devloper from the collection fee. However, recurring renewal fees from
body and ash crypts shall continue to be shared.
15. Effectivity
This document is a mere continuance of the initial Joint Venture Agreement which has been signed
sealed with a contract and consideration since 2008...
16 Disputes
HLURB which has jurisdiction over this projects does not allow termination
of Joint venture and disallows termination for the protection of the buyers. Termination can only happen upon mutual agreement
Disputes shall be resolved amicably through arbitration (friendly through mutual friends
or court appointed arbiter)
17. Venue
However in case everything fails, the sole venue for court resolution shall be
the Municipal Trial Court of Angono, and /or RTC of Binangonan
Witness our hands this ______________ day of ________at Taytay Rizal
Amado Aguinaldo Sr. Taytay Land Gardens Inc
by:
With my marital consent
LAND OWNER DEVELOPER
ACKNOWLEDGEMENT
Republic of the Philippines
Municipality/City of ____________)
Province of __________________}
Before me, Notary Public of ___________________personally appeared ______________
known to me the same persons who executed the following agreement consisting of __ pages including
this page:
Name ID Date and Place Issued
Amado Aguinaldo Sr _______________________ ______________________
Jorge Saguinsin _ ______________________ ______________________
Madelene R Saguinsin Sanchez _______________________ _______________________
Taytay Land Gardens Inc. _______________________ ______________________
edited/revised 2/27/2019
This document is the property of the authors and shall be used only through the written authorization of the authorrs
-x-x-x-x-x-x-x-x
The following are envisioned steps for proposed jv1. Docs, paperworks, research1. Gather docs: tct, td, rpt, vicinity plan, row, ej2. Summary of area. Target is 8 hectares3. Research 3 memorial parks at city: remaining inventory, price (partially done)4. Customer profile affordability, catchment area2. Govt approvals1. Secure barangay clearance (nearly done)2. Check conformity with clup3. Check hm representation expense4. City council approval5. Dev permit, City mayors permit5. Denr doh dhsud3. Agreement1. Determine total area2. Discuss tor3. Sign mou after getting barangay clearabce and clup4. Draft sdp about yield of saleable area5. Secure business plaN6. Sign jv (no cash out) 55 45 net of dev cost 52.8%, qtrly remittance, net of cogs, income tax7. File for permits - mayor doh denrdhsud5. Operations1. Secure costing : he, ge project engr2. Establish office3. Recruit staff4. Site survey and monumenting5. Road tracing, drainage6. Concreting of roads gutter7. Landscaping8. Marketing1. Recruitment of sales staff2. Training and Orientation3. Brochure and pricelist, sales policy9. Park beautification10 Interment set up11. Accounting record keeping policy
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