JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this 2nd day
of March, 2011 (the "Execution Date")
Ferrod Jommak Capital, LLC
OF THE FIRST PART
HOLLAND LANDON DEVELOPMENT LLC,
OF THE SECOND PART
A. The Members wish to enter into an association of mutual benefit and agree to jointly
invest and set up a joint venture enterprise.
B. The terms and conditions of this Agreement sets out the terms and conditions governing
IN CONSIDERATION OF and as a condition of the Members entering into this Agreement
and other valuable consideration, the receipt and sufficiency of which consideration is
acknowledged, the parties to this Agreement agree as follows:
1. By this Agreement the Members enter into a joint venture (the "Venture") in accordance
with the laws of the State of California. The rights and obligations of the Members will
be as stated in the applicable legislation of the State of California (the 'Act') except as
otherwise provided here.
2. The business name of the Venture will be FERROD JOMMAK CAPITAL LLC &
HOLLAND LANDON DEVELOPMENT LLC
3. The exclusive purpose of the Venture will be: REAL ESTATE INVESTMENT.
4. The Venture will begin on March 2, 2011 and will continue to be effective and in full
force for 12 MONTHS or until terminated as provided in this Agreement for the
following property: 8190 Terrace Drive, El Cerrito, CA 94530.
5. Any decisions that need to be made outside of this agreement will be done with mutual
agreement of all members. Emails to update members will come as needed.
6. Each of the Members has contributed as follows:
HOLLAND LANDON DEVELOPMENT LLC is contributing cash proceeds for the
amount of the purchase of the property plus closing costs and material & labor for
the improvements needed for subject property which is as follows:
Purchase price per contract and addendum (attached): $399,900.00 to be paid at
close of escrow to be determined the exact date.
Closing Costs approximate (see attached): $5426.58 to be paid at close of escrow, to
be determined exact date.
Improvements estimated at $95,000.00 to be paid through escrow. Ferrod Jommak
Capital LLC will provide invoice for work performed in total upon completion of
Total Amount to be wired to Title Company: $500,326.58
Ferrod Jommak Capital, LLC is contributing in field work from researching the
properties, areas to be purchased, negotiating, overseeing and contributing in labor
for improvements and repairing the properties and re-marketing to secure a buyer,
preparing disclosures and paperwork and overseeing the close of escrow. Property
shall be listed with Cecily Taylor of Girouard Properties. If after 90 days from
listing the property no ratified contract is in place then the joint venture members
shall vote to consider renting the property until sold.
Ferrod Jommak Capital LLC has already contributed the above mentioned field
work and will continue to contribute until successful close of escrow for the re-sale
of subject property.
Withdrawal of Capital
7. No Member will have the right to demand or withdraw any portion of their capital
contribution without the express written consent of the remaining Members.
8. The Members will not be personally liable for the return of all or part of the capital
contributions of a Member, except as otherwise provided in this Agreement. The
property will have a lien for the total amount of the investment of HOLLAND
LANDON DEVELOPMENT LLC made payable to him or to anyone he elects. This
will be recorded the same day as the close of escrow of the purchase by joint
9. No advance cash payouts will be allowed until property is re-sold and closes escrow
occurs. All proceeds will be paid as stipulated below:
Lien is paid through escrow for total amount invested by HOLLAND LANDON
Net Proceeds after all closing costs are paid shall be paid out as follows:
30% HOLLAND LANDON DEVELOPMENT LLC
70% Ferrod Jommak Capital, LLC & Gerald Girouard
Interest on Capital
10. No borrowing charge or loan interest will be due or payable to any Member on any
Capital Contribution or on their Capital Account despite any disproportion that may from
time to time arise among the Capital Accounts of the Members.
Books of Account
11. Accurate and complete books of account of the transactions of the Venture will be kept
and at all reasonable times are available and open to inspection and examination by any
Member. The Books of Account will be kept on the cash basis method of accounting.
Each member will be give all documents related to costs for the purchase and re-sale
of subject property.
Dissolution of the Joint Venture
12. The Venture will be dissolved once 8190 Terrace Drive, El Cerrito, CA 94530 is re-
sold upon close of escrow and disbursement of proceeds.
Duty of Loyalty
13. Provided a Member has the consent of the majority of the other Members, the Members
to this Agreement and their respective affiliates may have interests in businesses other
than the Joint Venture business. Neither the Venture nor any other Member will have any
rights to the assets, income or profits of any such business, venture or transaction. Any
and all businesses, ventures or transactions with any appearance of conflict of interest
must be fully disclosed to all other Members. Failure to disclose any potential conflicts of
interest will be deemed an Involuntary Withdrawal by the offending Member and may be
treated accordingly by the remaining Members.
14. All matters relating to this Agreement and the Venture will be treated by the Members as
confidential and no Member will disclose or allow to be disclosed any said matter or
matters, directly or indirectly, to any third party without the prior written approval of all
Members except where the information properly comes into the public domain.
15. This section will survive for SIX MONTHS after the expiration or termination of this
Agreement or dissolution of the Venture.
16. The Venture will insure all its assets against loss where reasonable and standard practice
in the industry.
17. Each Member will be indemnified and held harmless by the Venture from any and all
harm or damages of any nature relating to the Member's participation in Venture affairs
except where the said harm or damages results from gross negligence or willful
misconduct on the part of the Member.
18. The Member will not be liable to the Venture or to any other Member for any error in
judgment or any act or failure to act where made in good faith. The Member will be liable
only for any and all acts or failures to act resulting from gross negligence or willful
19. The Venture will acquire fire insurance and any other insurance required for 8190
Terrace Drive, El Cerrito, CA 94530
Covenant of Good Faith
20. Members will use their best efforts, fairly and in good faith to facilitate the success of the
21. If subject property has is not under contract to re-sell within 30 days of being repaired,
members shall discuss the option to rent the property. Upon majority vote such action
will be taken.
22. It is acknowledged that each Member is a distinct business entity and may from time to
time have financial and business interests outside the Venture. Each Member will fully
disclose to the Venture the extent of all its financial and business interests prior to the
formation of this Joint Venture and for the duration of the Term of the Venture. One
member of Ferrod Jommak Capital, LLC is licensed by the California Department
of Real Estate as well as experience Real Estate investors.
23. The Members submit to the jurisdiction of the courts of the State of California for the
enforcement of this Agreement or any arbitration award or decision arising from this
24. In the event a dispute arises out of or in connection with this Agreement the parties will
attempt to resolve the dispute through friendly consultation.
25. If the dispute is not resolved within a reasonable period, any or all outstanding issues may
be submitted to mediation in accordance with any statutory rules of mediation.
26. All Members represent and warrant that they have all authority, licenses and permits to
execute and perform this Agreement and their obligations under this Agreement and that
the representative of each Member has been fully authorized to execute this Agreement.
27. Each member is separately and solely responsible for his or her own tax
implications and will hold the other harmless regarding taxes.
28. Any costs incurred for re-marketing such as Realtors commissions, credits for
buyers, home warranties paid by seller, remodeling or repair will be paid first and
then all profit divided per agreed upon percentages to each member through
escrow. Property will be listed through Girouard Properties for a total commission
of 5% plus possible buyer’s agent bonus of $1,500 to close by a specified date. Each
member is responsible for providing account wiring instructions or name for receipt
of proceeds to the title company. Each member also must be available to sign
closing documents in the presence of a notary.
IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and
seal on this 2nd day of March, 2011.
Ferrod Jommak Capital LLC
Holland Landon Development LLC