________________________________________
REAL ESTATE JOINT VENTURE AGREEMENT
________________________________________
BETWEEN
1._____CORNERSTONE BAPTIST CHURCH OF MESQUITE_____
(“PARTY A”)
AND
2. EMINENCE REALTY GROUP II, LLC .
(“PARTY B”)
This JOINT VENTURE AGREEMENT is made on this ___ Day of ________, 20___, (Effective Date) between Cornerstone Baptist Church Of Mesquite, a Texas Limited Liability Company (hereinafter “PARTY A”) and Eminence Realty Group II, LLC, a Texas Limited Liability Company (hereinafter “PARTY B”) (hereinafter collectively be referred to as “the Parties,” or individually as “the Party,” and this shall include that Party’s successors and assigns.)
In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:
1. COMMENCEMENT AND DURATION
This Agreement shall be valid from the Effective Date until its termination in accordance with the terms set out in this Contract.
2. NAME AND BUSINESS
The Parties do hereby agree to form a Joint Venture to be known as “_________________________” which will construct, market, alter, repair, rent, lease, sell and otherwise deal with the real estate property, particularly, and only, 4 Acres of the lands and premises known as Clay Mathis Rd. Mesquite, Tx 75181. (A legal description and survey of the said Property is herein annexed to this Agreement as Exhibit A).
The said Property will be used for the construction and sale of single family residential units in line with the Concept Plan agreed upon by the Parties herein annexed as Exhibit B.
3. OWNERSHIP OF PROPERTY
Between the Parties hereto, it is understood and agreed that the ownership of the Property as presently constituted is as set forth in Exhibit A attached hereto.
4. OBLIGATIONS OF PARTY A
Upon execution and delivery of this Agreement by the Parties, Party A agrees to contribute 4 Acres of its real estate located at Clay Mathis Rd. Mesquite, Tx 75181 for construction and development of single family residential units by Party B.
5. OBLIGATIONS OF PARTY B
Upon execution and delivery of this Agreement by the Parties, Party B agrees to:
- Bear any and all costs related to the development of the Property in execution of the concept plan.
- Submit the necessary Development Plans and Zoning Case for development of the property into single family residential units.
- Bear responsibility for any debts accrued in the course of developing the property.
- Establish a Home Owners Association (HOA) that will be responsible for ensuring maintenance of community.
6. RIGHTS OF PARTY A
Party A shall be entitled to the following rights under this Contract in consideration for its contribution of the said Property to the Joint Venture:
- A single family detached residence of at least 2,000 square feet which shall be completed and surrendered by the end of Phase 2 of development.
- A single family attached (townhome) residence of at least 1300 square feet which shall be completed and surrendered by the end of Phase 3 of development.
- Perpetual membership in the Home Owners Association (HOA) established by Party B.
7. RIGHTS OF PARTY B
Party B shall be entitled to the following rights under this Contract in consideration for its capital contribution and resource allocation to the development of the said Property:
- Right to construct, market, alter, repair, rent, lease, sell and otherwise deal with the real estate property with the aim of making a profit,
- Right to establish a Home Owners Association Corporation to manage the said Property.
- Right to formulate a Development Plan and Zoning Case for the Property as they deem fit.
8. MANAGEMENT OF JOINT VENTURE
Subject to any specific provisions of the Agreement, Party B shall be solely responsible for the management of the Joint Venture business and shall have all the rights and powers generally conferred by law or necessary, advisable or consistent in connection with those rights and powers, or in connection with accomplishing the purpose of the Venture as set forth in this Agreement. Party B shall also have the following specific rights and powers:
- Expenditures- To expend the capital and revenues of the Joint Venture in furtherance of the Joint Venture Business.
- Acquisition/Disposition- To acquire, hold, develop, construct improvements, lease, operate, manage and resell the Property.
- Agreements-To enter into and carry out agreements of any kind and to any and all other acts and things necessary, proper and convenient to carry out the Joint Venture business. To prepare, execute, acknowledge, record, file and/or deliver any and all reports, instruments or documents and to take all actions, required or deemed necessary, reasonable or desirable by Party B to effectuate any of the foregoing to comply with requirements of applicable law or to comply with the provisions of this Agreement.
- Insurance-To acquire and enter into any contract of insurance of any type which Party B deems necessary for the protection of the Joint Venture.
- Expenses-To pay Joint Venture expenses and to make additional decisions relative to Joint Venture accounting, including accumulation of costs and receipts of rehabilitation, Joint Venture reserves and proceeds from the sale of the Property.
- Employment of Personnel- To employ persons in the operation and management of the Joint Venture business, including but not limited to building contractors, engineers, appraisers, insurance brokers, real estate brokers, loan brokers, real estate listing agents on those terms and for that compensation as Party B determines.
9. SALE OF THE PROPERTY
The completed units will be offered for sale within 30 Days of completion of construction/remodel for an amount deemed suitable by Party B.
10. IDENTIFICATION
Party B shall not identify this Agreement, the Joint Venture, ot the identity of Party A, to any contractor, subcontractor, supplier or other providers of labor or services to the Property; and Party B shall take all steps necessary to provide in any agreements with the foregoing that it is the sole entity contracting with such persons or entities and is solely responsible for payment to them.
11. INDEMNIFICATION
Party A hereby agrees to indemnify and hold harmless Party B including its officers, directors, shareholders, employees and agents from any losses, damages, claims, expenses, including attorney fees, arising from or pertaining to the ownership, improvement, maintenance, resale and all other aspects pertaining to ownership of the Property, and any breaches of this Agreement or any Addendum thereto, or failure of performance thereto by Party A.
12. INDEPENDENT ACTIVITIES
Each Party agrees that, except as provided in this Agreement, that either Party may, during the term of this Agreement, directly or indirectly, engage in any business activity which is the same as the business of the Joint Venture as presently conducted, or as proposed to be conducted, without the consent of the other Party. This is notwithstanding any potential conflict with the business of the Joint Venture.
13. BOOKS AND ACCOUNTING RECORDS
Party B shall at all times maintain complete and accurate books of account of the Joint Venture, and shall enter, or cause to be entered, all the sales, purchases, receipts, payments, engagements, disbursements, transactions and property of the Joint Venture.
The books and accounting records of the Joint venture shall be kept at the principal place of business or another place where business of the Joint Venture shall be carried on.
Party A shall have free access at all times to the information in order to examine and copy off the books of the Joint Venture.
14. BANK ACCOUNTS
The Joint Venture shall maintain its bank account at a financial institution designated by Party B, provided that the financial institution shall be an institution whose deposit accounts are insured, to the extent permitted by law, by the Federal Deposit Insurance Corporation.
15. NOTICES
All notices, apart from termination of contract notices, filed herein shall be in writing at least 7 days in advance by certified or registered mail to the addresses listed below, Service of such notice is to be deemed accomplished as of the date of mailing:
PARTY A
Cornerstone Baptist Church
2829 Clay Mathis Rd. Mesquite, Tx75181
Attn: Dan Brower
PARTY B
Eminence Realty Group II, LLC
3349 I 30 Mesquite, Tx 75150
Attn: Jason Shaw
A notice for termination of contract shall be issued at least 3 months in advance by certified or registered mail to the addresses provided above.
16. TERMINATION
16.1. This Agreement may be terminated and the transaction contemplated hereby abandoned by a Party sending written notice to the other Party upon the occurrence of one or more of the following events:
- A Party commits a material breach of any of its obligations under this Agreement, which if remediable, is not remedied within thirty (30) business days from the giving of written notice requiring said breach to be remedied.
- If the other party, its creditor(s), or any third party file for the other party’s liquidation, bankruptcy, reorganization, or dissolution, or if the other Party is unable to pay any debts as they become due, or if the creditor(s) of the other Party have taken over its management.
- Upon giving of the requisite notice as per Section___ to the other Party of the intention to terminate the Contract.
- Upon mutual consent of the Parties.
16.2. Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination, unless waived in writing by mutual agreement of the Parties.
16.3 If Party A resolves to terminate this Contract, they agree to reimburse Party B all costs incurred in development of the property, pay interest at current market rates on this costs and pay the market value for any improvements.
17. RESTRICTION OF ASSIGNMENT
No Party herein may assign or otherwise alienate its Joint Venture interest without the written approval of the other Party.
18. CONFIDENTIALITY
18.1. All non-public, confidential, or proprietary information of the Parties whether disclosed orally or disclosed/accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this contract is confidential, solely for the use of performing this contract and may not be disclosed or copied unless authorized in advance by the other Party in writing.
18.2. This section does not apply to information that is:
- In the public domain;
- Known to Recipient Party at the time of disclosure, or ;
- Rightfully obtained by Recipient Party on a non-confidential basis from a third party.
18.3. This Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.
19. INTELLECTUAL PROPERTY
All intellectual property belonging to Party A shall be their exclusive property. At the Party’s discretion, the Joint Venture may enjoy a non-exclusive, limited use license to the intellectual property.
20. WARRANTIES AND REPRESENTATIONS
Party A disclaims all warranties, whether express, implied or statutory, as to any aspect of the services to be provided in this Agreement.
21. FORCE MAJEURE
21.1. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
21.2. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay to carry out the terms of this Agreement.
22. DISPUTE RESOLUTION
Parties agree to settle disputes herein in the first instance through Mediation
23. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the State of Texas, without regard to its conflicts of law provisions.
Any disputes arising herein between the parties shall be dealt with by the Courts of the State of Texas.
24. RECORDATION
This Agreement may be recorded into the Official Records of Mesquite County, Texas, by any one of the Parties.
25. PARTIES’ ACKNOWLEDGMENTS
The Parties acknowledge that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement. In addition, they acknowledge that they have the capacity to contract and enter into this Agreement and that further; they have entered into this Agreement freely and voluntarily.
26. GENERAL PROVISIONS
- This Agreement may be amended only by the written consent of the Parties hereto.
- If any provision under this contract is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
- This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in the execution of this Agreement.
- Unless otherwise provided, failure by Party B to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
- This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
- The Article and Section headings in this Agreement are for convenience, and they form in no way part of this Agreement and shall not affect its interpretation.
- Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as of the day and year set forth below.
| Signed by the Duly Authorized Representative of Party A Signature: …………………………………………. Name: ………………………………………………. Designation: ………………………………………. Date:……………………………………… | Signed by the Duly Authorized Representative of Party B Signature: …………………………………………….. Name: ………………………………………………….. Designation: ………………………………………….. Date:……………………………………… |
On __________________, 2023, before me, ,
the undersigned, a Notary Public in and for said State, personally appeared
, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name is/are subscribed to the within instrument and acknowledged that he/she/they executed the same.
WITNESS my hand and official seal.
[SEAL]
Signature
On __________________, 2023, before me, ,
the undersigned, a Notary Public in and for said State, personally appeared
, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name is/are subscribed to the within instrument and acknowledged that he/she/they executed the same.
WITNESS my hand and official seal.
[SEAL]
Signature
EXHIBIT A
EXHIBIT B
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