1
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT is made the 2
nd
day of October
2013
BETWEEN:
PKB-OPERASI TEMBAGA SDN. BHD. (COMPANY NO: 372589-U), a company
incorporated in Malaysia with its registered office at No. 5015, Tingkat Satu, Taman
PKNK, Jalan Tun Abdul Razak, Alor Setar, 05200 Kedah and business office at Plot 18
& 19, Lebuhraya Kampung Jawa, Non Free Trade Zone, Bayan Lepas, 11900
Penang(hereinafter referred to as “the Landowner”)
AND
LANGKAWI CEMERLANG RESORT SDN BHD (Company No. 941946-A) a company
incorporated in Malaysia with its registered office at No. 4-1, Kompleks Niaga Melaka
Perdana, Jalan KNMP 3, Bukit Katil, 75450 Melaka and business office at No. JP1,
Jalan Pelangi, Kelibang, Bandar Kuah, Langkawi,07000 Kedah Darul Aman
(hereinafter referred to as “the Developer”).
WHEREAS:-
A. The Landowner and Developer are desirous of entering into a Joint Venture for
the development of the following properties:-
CHALET TYPE B (SEMI-DETACHED)
Description of the said Property situated at Bandar Kuah, Seksyen 6, Tempat
Kelibang, Daerah Langkawi, Negeri Kedah
NO. LOT NO. PT NO. HS (M)
1
18
1584
6236
2 19 1585 6237
3
20
1586
6238
4 21 1587 6239
5
22
1588
6240
2
6
23
1589
6241
7
24
1590
6242
8 25 1591 6243
9
26
1592
6244
10 27 1593 6245
11
28
1594
6246
12
29
1595
6247
13
30
1596
6248
14
31
1597
6249
15 32 1598 6250
16
33
1599
6251
17
34
1600
6252
18
35
1601
6253
19
36
1602
6254
20 37 1603 6255
21
38
1604
6256
22 39 1605 6257
23
40
1606
6258
24
41
1607
6259
25 42 1608 6260
26
43
1609
6261
27 44 1610 6262
28
45
1611
6263
29
46
1612
6264
30
47
1613
6265
31
48
1614
6266
32 49 1615 6267
33
50
1616
6268
34 51 1617 6269
3
35
52
1618
6270
36
53
1619
6271
CHALET TYPE C (24’ x 70’)
Description of the said Property situated at Bandar Kuah, Seksyen 6, Tempat
Kelibang, Daerah Langkawi, Negeri Kedah
NO.
LOT NO.
PT NO.
HS(M)
1 54 1620 6272
2
55
1621
6273
3 56 1622 6274
4
57
1623
6275
5
58
1624
6276
6
59
1625
6277
7
60
1626
6278
8 61 1627 6279
9
62
1628
6280
10
63
1629
6281
11
64
1630
6282
12
65
1631
6283
13 66 1632 6284
14
67
1633
6285
15 68 1634 6286
16
69
1635
6287
17
70
1636
6288
18 71 1637 6289
19
72
1638
6290
20 73 1639 6291
21
74
1640
6292
4
22
75
1641
6293
23
76
1642
6294
24 77 1643 6295
25
78
1644
6296
26 79 1645 6297
27
80
1646
6298
28
81
1647
6299
29
82
1648
6300
30
83
1649
6301
31 84 1650 6302
32
85
1651
6303
33
86
1652
6304
34
87
1653
6305
35
88
1654
6306
36 89 1655 6307
37
90
1656
6308
38 91 1657 6309
39
92
1658
6310
CHALET TYPE D (24’ x 65’)
Description of the said Property situated at Bandar Kuah, Seksyen 6, Tempat
Kelibang, Daerah Langkawi, Negeri Kedah
NO. LOT NO. PT NO. HS(M)
1
134
1700
6352
2 133 1699 6351
3
132
1698
6350
4 131 1697 6349
5
130
1696
6348
5
6
129
1695
6347
7
128
1694
6346
8 127 1693 6345
9
126
1692
6344
10 125 1691 6343
11
124
1690
6342
12
123
1689
6341
13
122
1688
6340
14
121
1687
6339
15 120 1686 6338
16
119
1685
6337
17
118
1684
6336
18
117
1683
6335
19
116
1682
6334
20 115 1681 6333
21
114
1680
6332
22 113 1679 6331
23
112
1678
6330
24
111
1677
6329
25 110 1676 6328
26
109
1675
6327
27 108 1674 6326
28
107
1673
6325
29
106
1672
6324
30
105
1671
6323
31
104
1670
6322
32 103 1669 6321
33
102
1668
6320
34 101 1667 6319
6
35
100
1666
6318
36
99
1665
6317
37 98 1664 6316
38
97
1663
6315
39 96 1662 6314
40
95
1661
6313
41
94
1660
6312
42
93
1659
6311
(hereinafter collectively referred to as “the Properties”).
B. The Landowner is the registered owner of the Properties.
C. The Landowner and Developer have agreed to enter into a joint venture and
record their respective rights, duties and obligations in accordance with the
terms and conditions contained herein.
IT IS HEREBY AGREED AS FOLLOWS:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement including the Recitals unless the context otherwise
requires the following terms shall have the following meanings:-
“Agreement” means this Agreement including the Schedules and
Annexures, if any;
“Business” means the business of carrying on activity together with any
other business conducted by the Joint Venture from time to time;
“Encumber” means to mortgage, pledge, charge, assign by way of
security or otherwise encumber;
“Transfer” means to sell, assign, transfer, convey or otherwise dispose of:
“The Landowner’s solicitors” means Messrs G K Khoo & Company of
No. 21-C, Jalan Vermont, 10450 Penang;
“The Developer’s solicitors” means Messrs Anoop & See , No. 55-
12-B & 55-21-B, Menara Northam, Jalan Sultan Ahmad Shah, 10050
Penang;
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1.2 In this Agreement unless the contrary intention appears:-
(a) The singular includes the plural and vice versa;
(b) The word person includes a firm, a body corporate and
unincorporated association or an authority;
(c) The words importing the masculine gender, includes the feminine
and neuter genders and vice versa;
(d) A reference to a person includes a reference to the persons
executors, administrators, successors, substitutes and assigns;
(e) The period specified and the dates from a given day or the date of
an act or event, will be calculated exclusive of that day;
(f) A reference to a recital, annexure, attachment or schedule is a
reference to a recital, annexure, attachment or schedule to this
Agreement.
1.3 Headings are inserted for convenience and do not affect interpretation of
this Agreement.
1.4 A reference to any legislation or any provision of any legislation includes
any modification or re-enactment of the legislation or any legislative
provisions substituted for, and all legislation statutory instrument and
regulation issued under, for legislation.
1.5 Where any work or phrase is given a definite meaning in this Agreement
any part of speech or other grammatical form in respect of such word or
phrase has a corresponding meaning.
1.6 If a party is or includes a Trustee, the Trustee is bound by the provisions
of this Agreement both as Trustee and in its own right
2. AGREEMENT TO ENTER INTO A JOINT VENTURE
In consideration of the sum of RM600,000-00 paid now by the Developer to
the Landowner, the receipt of which the Landowner acknowledges, and in
further consideration of the terms and conditions contained herein, the
Landowner and Developer do hereby agree to enter into a joint venture
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business in relation to development and sale of the Properties and/or part
thereof, as more specifically provided in this Agreement.
3. THE JOINT VENTURE AND DEVELOPMENT
The Landowner and Developer have agreed as follows:-
(a) That the Properties shall be developed by the Developer, in a mixed
development called the “Taman Simfoni” (or such change of name as
may be decided upon by the Developer as its absolute discretion)
comprising inter alia 81 units of terrace houses and 36 units of semi-
detached houses (or such change in constitution as the Developer may
later decide upon) (hereinafter referred to as “the Development”);
(b) That the Landowner shall grant a Power of Attorney in favour of the
Developer to deal with the Properties and the Development;
(c) The Developer is fully authorized by the Landowner to develop and deal
with the Properties, including charging the Properties, selling the
individual built units, entering into the Sale and Purchase Agreements
with individual buyers, determining the costs and sale price of the built
units and dealing with the Properties and the Development in whatsoever
way they see fit.
4. PAYMENT TO THE LANDOWNER
(a) The Developer shall allocate to the Landowner, the agreed percentage
of the sales value of the total built up units in the Development less
the sum of RM600,000-00 already paid which is 8 units of the terrace
houses and 4 units of the semi-detached houses (the units shall
hereinafter collectively be referred to as “the said allocated units”);
(b) The said allocation of the said allocated units to the Landowner shall be
according to the discretion of the Developer;
(c) The period for the Developer to build and allocate eight (8) of the said
allocated units (the terrace houses) to the Landowner shall be three
(3) year(s) from the date of this Agreement , with an extended period of
two (2) years interest free.
(d) The period for Developer to build and allocate the remainder of the said
allocated units ( the 4 semi detached houses) to the Landowner shall
be six (6) years from the date of this Agreement or an extended period of
two (2) years, interest free;
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(e) In the event the Developer is able to sell the said allocated units, or
any one or more of the units, to third party purchasers with the
landowner’s consent, the Developer will pay to the Landowner by cash
the sale proceeds received. This option is only exercisable by the
Developer.
The costs of the transfer of titles of the said allocated units to the third
party purchaser(s), if applicable, shall be borne by the third party
purchaser(s) respectively.
The total sales value for the said allocated units shall be not exceeding
RM6.4 Million (less the RM600,0000-00) already paid). The total sales
value shall be determined by the Developer.
The manner and time of payment of the cash for the sale of these units
shall be within thirty (30) days of receipt of the respective sale proceeds,
or as mutually agreed upon between parties.
The Real Property Gains Tax (“RPGT”) incurred on the sales, pursuant to
the Real Property Gains Tax Act 1976 and subsequent or related
legislation, shall be borne by the Landowner.
5. WARRANTIES AND UNDERTAKINGS
The Landowner hereby warrants and undertakes as follows:-
(a) that the statement and recitals herein are true and correct;
(b) that the Landowner is the registered owner of the Properties and shall
not further encumber the Properties unless at the request or
with the consent of the Developer;
(c) that all resolutions and other relevant documents required for the
ratification of this Agreement and the Power of Attorney granted by
the Landowner to the Developer, as mentioned herein, shall be duly
delivered to the Developer’s Solicitors;
(d) the Landowner is not engaged in any litigation or arbitration proceedings,
and knows of no facts or matters likely to give rise thereto EXCEPT
where already disclosed to the Developer prior to the signing of this
Agreement;
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(e) possession of the Properties shall be handed over to the Developer
upon the execution of this Agreement;
(f) the Landowner has not been wound-up; and
(g) The Landowner shall not intervene in the Development or matters
pertaining thereto.
The Developer hereby warrants and represents:-
(a) the Developer has not been wound up;
(b) to adhere to the Housing Development ( Control and Licensing) Act 1966
and all existing and future legislation in relation thereto;
(c) to maintain a housing developer’s account in accordance with the
Housing Development (Control and Licensing) Act 1966 and regulations;
(d) the said allocated units shall not be charged for any bank/financing
facilities unless mutually agreed upon between the parties hereto, OR the
written consent of the Landowner is first had and obtained, which
consent shall not be unreasonably withheld;
(e) to develop the Properties in accordance with the approved plans or
approved amended plans;
(f) To purchase the necessary insurance coverage, to be determined in
accordance with the Developer’s discretion;
(g) To indemnify the Landowner for claims directly in relation to the
Development, where such claims arise from the act, omission or default
of the Developer.
The Landowner and Developer agree and acknowledge that the other
contractual party is entering into this Agreement in reliance of the warranties
and undertakings , given by them respectively, as stated above.
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6. POSSESSION OF THE PROPERTIES AND TITLES
The possession of the Properties and the Issue Documents of Titles for each and
every one of the Properties (if not encumbered) shall be handed over to the
Developer upon the signing of this Agreement.
7. PAYMENTS ADVANCED BY THE SECOND PARTY
The Landowner shall reimburse the Developer for payments advanced and/or to
be advanced by the Second Party, including but not limited to the payment of
quit rent, assessments and outgoings in relation to the Properties.
8. DEVELOPMENT, CONSTRUCTION AND RELATED COSTS AND EXPENSES
The Developer shall bear the development and construction expenses in relation
to the Development and/or the construction of the units/houses, including the
application fees and premiums for the requisite approvals for the Development,
the construction costs, the surveyors and architect’s fees.
The Developer shall bear the land reclamation costs.
The Developer shall further bear the costs of eviction or removal of
squatters and/or occupiers in the Properties or part thereof.
9. EVENTS OF DEFAULT
In the event of any default or breach by the Landowner of the terms of this
Agreement, the Developer shall be entitled to sue for the specific performance
of this Agreement and/or damages.
In the event of any default or breach by the Developer of the terms of this
Agreement, the Landowner shall, subject to serving the notice of
termination, where required, be entitled to demand the surrender of all
titles pertaining to the Properties or part thereof which have NOT yet been
transferred or sold to third party purchasers and to reclaim possession of
the Properties or part thereof, which have NOT yet been transferred or
sold to third party purchasers.
10. TIME OF THE ESSENCE
Time wherever mentioned shall be the essence of this Agreement.
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11. LEGAL COSTS AND DISBURSEMENTS
The Landowner and Developer shall bear their respective solicitors’ costs and
expenses as mentioned herein this Agreement.
12. KNOWLEDGE AND ACQUIESCENCE
Knowledge or acquiescence by either party hereto of or in any breach of any of
the terms conditions or covenants herein contained shall not operate as or be
deemed to be a waiver of such terms conditions or covenants or any of them
and notwithstanding such knowledge or acquiescence each party hereto shall
be entitled to exercise their respective rights under this Agreement and to
require strict performance by the other of the terms conditions and covenants
herein.
13 SEVERABILITY
Any term, condition, stipulation, provision, covenant or undertaking in this
Agreement which is illegal, void, prohibited or unenforceable shall be ineffective
only to the extent of such illegality, voidness, prohibition or unenforceability
without affecting the validity, legality or enforceability of the remaining
provisions of this Agreement.
14 RIGHTS AND REMEDIES
The rights and remedies herein provided are cumulative and not exclusive of
any rights or remedies provided by law and no failure or delay in exercising nor
any omission to exercise any right power privilege or remedy accruing to any of
the parties hereto shall impair any such right power privilege or remedy.
14A TERMINATION
a) In the event either party is in default or breach of their duties and obligations
under this Agreement the other party shall serve a notice on the defaulting
party giving 30 days notice to remedy the breach;
b) In the event the breach is not remedied within the stipulated period, and
provided the subject party , is not in breach or default in this Agreement, the
subject party may issue and serve a written notice of termination on the
defaulting party, providing three (3) months’ notice , to terminate this
Agreement.
15 LAW & JURISDICTION
This Agreement shall be governed by, and construed in accordance with, the
laws of Malaysia and the parties :
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(a) irrevocably submit to the exclusive jurisdiction of the Courts in
Malaysia;
(b) consent to service of legal process in respect of or arising out of
this Agreement by forwarding a copy of such legal process by
prepaid registered post to their last known address or in any other
manner permitted by the relevant law.
16 EXECUTION
The execution of this Agreement by or on behalf of a party shall constitute an
authority to the solicitors acting for the party in connection with this Agreement
to deliver and date it on behalf of that party.
17 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all such counterparts shall constitute one and
the same instrument.
18 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties with respect to
its subject matter and supersedes all previous agreements, whether oral or
otherwise, with respect to its subject matter.
19 HEADINGS
The headings of each of the provisions herein contained are inserted merely for
convenience of reference and shall be ignored in the interpretation and
construction of any of the provisions herein contained.
20 SCHEDULES
The schedule(s) hereto, if any, shall form part of this Agreement and shall be
read, taken and construed as an essential part of this Agreement.
21 SURVIVAL
Notwithstanding the completion of the sale and purchase herein, the provisions
of this Agreement shall continue in full force and effect so long as any of its
provisions remain to be performed or observed by the parties hereto.
