Florida Joint Venture Agreement (Real Estate)
This Joint Venture Agreement is made as of the ____ day of April, 20__, between LCR Development, Inc., a Florida corporation ("LCR") and D. and J. Nondut (together, "Nondut").
WHEREAS Nondut is the owner of real property located in Homestead, Florida described on exhibit “A” attached hereto (the “Real Property”).
WHEREAS, Nondut has improved the real property by commencing with the construction of a single family residence (the “House”) on the Real Property. As of the date of this Agreement, Nondut has paid for and obtained architectural plans, impact fees and permits from every applicable county and municipal regulatory agency.
WHEREAS, Nondut desires to sell and LCR desires to purchase an undivided half interest in the Real Property together with the improvements thereon, including without limitation, the House, (the “Property”). The parties also desire to complete the construction of the House, and for the parties to resell the Property together with the improvements thereon in the future, as set forth below.
WHEREAS, LCR and Nondut believes it is in each of their best interest to enter in to this Joint Venture Agreement regarding the Property.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:
a) Joint Venture. LCR and Nondut hereby enter in to a joint venture, upon the terms and conditions hereinafter set forth herein.
b) Purchase Price. Nondut shall sell one half of their interest in the Property to LCR for the purchase price of $200,000.00. At the closing of the sale, Nondut shall first use the proceeds of the sale to satisfy and pay in full all existing mortgages, liens, and encumbrances upon the property. At the closing, Nondut, as Grantor, shall deliver an executed general warranty deed to “D. Nondut and J. Nondcut, husband and wife, and LCR Development, Inc., as tenants in common”, as Grantees.
c) Percentage ownership. Nondut shall own a fifty percent interest in the property and LCR shall own a fifty percent interest in the Property.
d) Completion of the House. As a material inducement to the parties entering into this Agreement, the parties agree that within one year from the date this Agreement is executed, Nondut will complete construction of the House, including without limitation, obtaining all required governmental inspections (including all Final Inspections) and obtain a Certificate of Occupancy (the “CO”) for the House. Nondut shall modify his existing plans for the House from a two story house to a one story house.
Nondut believes he can complete the House, within six months, and obtain a CO for a cost of approximately or slightly in excess of $80,000. LCR shall share equally with Nondut in the cost of completing the House, all site improvements required by the architectural plans and any improvements required by any governmental agency, up to $80,000 ($40,000 each). Any amount over $80,000 which may be necessary to complete the House, all site improvements required by the architectural plans and any improvements required by any governmental agency shall be the sole responsibility of Nondut.
(1) Duties of LCR. LCR’s sole responsibility relating to the completion of the House and all site improvements is that it shall be required to deposit in a segregated account the amount of $40,000.00 to be used to fund, in part, the completion of the House and all site improvements required by the architectural plans and any improvements required by any governmental agency. LCR shall match dollar for dollar any monies spent by Nondut to build the House and all site improvements required by the architectural plans and any improvements required by any governmental agency up to a maximum of $40,000 ($80,000 jointly). Any amounts required above $80,000 to complete the House and all site improvements required by the architectural plans and any improvements required by any governmental agency, and obtain a Certificate of Occupancy shall be paid solely by Nondut.
(2) Duties of Nondut. Nondut shall take any and all actions necessary to complete the House (one story) and all site improvements required by the architectural plans and any improvements required by any governmental agency, and obtain a CO, including without limitation, permits, plans, contractors, labor, and supervision. Nondut shall have full and final authority and responsibility over all aspects of the construction of the House. Nondut shall be solely responsible for any amount over $80,000 which may be necessary to complete the House (one story) and all site improvements required by the architectural plans and any improvements required by any governmental agency and obtain a CO.
e) Sale of the Property. The proceeds from the sale of the Property shall be split equally between Nondut and LCR, after payment of all customary closing costs related to any such sale.
f) LCR’s Year Three Option. If the Property has not been sold by the third anniversary of this agreement, then, LCR shall have the option, any time after the third anniversary, in its sole discretion, of either:
(1) listing the property for sale and require that the Property be sold to a person or entity who LCR believes has made the best offer, considering such factors as price, terms, closing date, requested inspections and ability to close, or
(2) Borrow up to $250,000, which such loan shall be secured by a mortgage and any other customary security interest on the Property.
If LCR shall exercise either option Nondut shall execute any documents required for such sale or financing. If LCR shall decide to borrow money secured by a mortgage or any other lien on the Property, repayment of such loan shall be the sole responsibility of LCR, and LCR agrees to indemnify and hold Nondut harmless for any claim relating to any such financing. Furthermore upon sale of the Property, the repayment of such loan shall be made from the proceeds of such sale. Other than stated in this paragraph, the parties shall not mortgage, lien or encumber the Property.
g) Either Party’s Year Five Option. If the Property has not been sold by the fifth anniversary of this agreement, then, either party may require that the Property be sold within six months to the person who the parties believe made the best offer, considering such factors as price, timeframe, other conditions, and ability to close.
h) Death of Donald Nondut. Notwithstanding anything herein contained to the contrary, in the event of the death of Donald Nondut, the parties agree immediately to list the property for sale and to sell the Property within six months to the person who the parties believe made the best offer, considering such factors as price, timeframe, other conditions, and ability to close.
i) Termination of Joint Venture. This Joint Venture shall terminate upon the sale of the Property.
j) Nondut’s obligations. During the term on this Joint Venture, Nondut shall live on the Property and operate his nursery business on the Property. Nondut shall also be required:
1. To maintain and pay for homeowners, windstorm, flood and liability insurance on the property with limits reasonably acceptable to LCR.
2. To pay all taxes, including but not limited to Ad Valorem and Tangible personal property taxes, and other assessments by governmental entities relating to the property.
3. To maintain the agricultural property tax exemption on the Property (Except for the portion that the trailer is currently located on and the portion the house is being built on).
4. Not to permit, commit or suffer no waste, impairment or deterioration of the Property or any part thereof.
k) Entire Agreement. This Agreement and any other written agreements entered into concurrently herewith represent the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all other negotiations, understandings and representations (if any) made by and between such parties.
l) Amendments. The provisions of this Agreement may only be amended, supplemented, waived or changed by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement.
m) Binding Effect. All of the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns.
n) Severability. If any part of this Agreement or any other Agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible.
o) Survival. Notwithstanding anything to the contrary herein, the provisions of this Agreement shall survive and remain in effect in accordance with their respective terms in the event this Agreement or any portion hereof is terminated.
p) Waivers. The failure or delay of any party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder, and any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.
q) Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals and other post-judgment proceedings), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party.
r) Remedies Cumulative. Except as otherwise expressly provided herein, no remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by and any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof.
s) Governing Law. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida without regard to principles of conflicts of laws.
t) Time. Time is of the essence of this Agreement.
u) Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of intent of this Agreement or the intent of any provision contained in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
LCR Development, Inc.
D. A. Nondut.
This document is a sample joint venture agreement related to a specific set of facts and circumstances and should not be used for any real estate matter. This form is being provided for illustrative purposes only and should not be relied upon as legal advice. We recommend and urge you to consult with an experienced real estate lawyer for professional advice as each case is unique. All Rights Reserved.
Representations, Warranties and Disclaimer.
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Limitation on Liability.
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