EXHIBIT 4.1
REAL ESTATE JOINT VENTURE AGREEMENT
This JOINT VENTURE AGREEMENT made June 2, 2005, between: X. Xxxxxx,
Inc., a New Jersey Corporation (hereinafter "X. Xxxxxx")
and
Groveland Estates, L.L.C., a Delaware corporation (hereinafter "Groveland")
(hereinafter collectively referred to as "party" or one of the "parties") ,
WITNESSETH THAT:
1. Name and business. The parties do hereby form a joint venture
to be known as "700 XXXXXX XXXXX ESTATES " to market, build upon, alter, repair,
rent, lease, and otherwise deal with real property, particularly, and only, the
lands and premises known as 700 Xxxxxx Xxxxx, Melbourne, Fla. , hereinafter
called the "P. Q.". The principal office of the business shall be c/o Ragan &
Xxxxx, P.C., 3100 Xxxxx 000 Xxxx, Xxxxxxx Xxxxx - Xxxxxxxx Xxx, Xxxx, X.X.
00000.
2. Term. The partnership shall begin on the same day as the
execution of this agreement by all parties, and shall continue until terminated
as herein provided.
3. Capital. X. Xxxxxx agrees to contribute whatever cash may be
required for the acquisition of title to the P.Q. into X. Xxxxxx, Inc. (via quit
claim deed from Groveland), and then marketing, development if deemed feasible
by the parties, and sale of the P.Q. ( including all carrying costs, i.e. taxes,
insurance, utilities etc.) Such cash contributions are at the sole discretion of
X. Xxxxxx. If at any time or times hereafter, the parties hereto should
determine that future capital is required by this joint venture and that the
capital of the joint venture should be increased, the additional capital
required shall be contributed by X. Xxxxxx. Notwithstanding, X. Xxxxxx shall be
responsibility to advance all carrying costs for the P.Q.
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4. Profit, Loses and Return of Capital. The net profits and
return of capital of the joint venture shall be divided between the parties upon
sale of the P.Q. as hereinafter set forth, The foregoing means: 100% return of
all capital, including acquisition (including the cost, if any, of X. Xxxxxx
clearing any title exceptions on the title to the P.Q. from Groveland to enable
a clear owner's title policy) and development, carrying costs relating to the
P.Q. plus X. Xxxxxx'x actual cost of funds (i.e. 2 points & 10%/annum interest)
advanced and 60% of profit to X. Xxxxxx; and, 40% of profit to Groveland plus
20% of the actual cost (post acquisition) of development of the PQ. If developed
into units, such costs to be paid pro rata on the sale of each unit. Any net
losses to the joint venture shall be borne by each party pro rata according to
the aforesaid formula for profits. Joint venture profits and losses shall be
charged or credited to each party respectively.
5. Salaries and drawings. No party shall receive any salary for
services rendered to the joint venture. The efforts of each party is recognized
by the others as is reflected in the formula for profits and loses in paragraph
4. above.
6. Interest. Interest shall be paid on contributions to the
capital of the joint venture or on any subsequent contributions of capital as
provided in para. 4 above.
7. Management, duties, and restrictions.
------------------------------------
(a) The written consent of all parties shall be required
with respect to the management, conduct, and operation of the joint venture
business.
(b) Each party may have other business interests and may
engage in any other business or trade, profession, or employment whatsoever, on
his own account, or in joint venture with or as an employee of or as an officer,
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director, or shareholder of any other person, firm, or corporation, and he shall
not be required to devote his entire time to the business of the joint venture.
No party shall be obligated to devote more time and attention to the conduct of
the business of the joint venture than shall be required for the supervision of
the ownership, operation, and management of the P.Q. as provided herein.
8. Banking. Not applicable, as all funds are as advanced by X.
Xxxxxx, Inc.
9. Books. The joint venture books shall be maintained as a part
of the books and records of X. Xxxxxx. Groveland shall have the right to inspect
X. Xxxxxx'x books relating to the P.Q. and X. Xxxxxx agrees to maintain such
books in accordance with sound accounting principles.
10. Voluntary termination. The joint venture may be dissolved at
any time by written agreement of the parties, in which event the parties shall
proceed with reasonable promptness to sell any and all assets owned by the joint
venture and to liquidate the business of the joint venture. The joint venture
shall also be dissolved by the sale of the PQ which is the subject of this joint
venture. Upon dissolution, the assets of the joint venture business shall be
used and distributed in the following order:
(a) to pay or provide for the payment of all joint
venture liabilities and liquidating expenses and obligations;
(b) profits and losses to be shared by the parties
according to their joint venture share referred to above.
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11. Restriction of assignment. No party herein may assign or
otherwise alienate its joint venture interest without the unanimous written
approval of the other parties.
12. Arbitration. As a portion of the consideration for this
Agreement, parties mutually waive access to the courts for purposes of
construction of this Agreement. In lieu of such access, the parties agree that
in the event of a dispute involving the construction of this Agreement, the
party holding one view shall retain and pay for the services of an attorney or
certified public accountant, and the party holding an opposing point of view
shall do likewise. The two professionals so retained shall designate a third
professional (an attorney or accountant) and the decision of the majority of
those three (3) professionals shall be final and binding upon all parties in
interest. The party whose view shall not prevail in that determination shall be
responsible for the costs and fees of the third professional, and if, in fact,
there shall be no clear-cut "prevailing view," the binding decision of the
professionals shall also include an assessment of the cost and fees of the third
professional.
13. Binding effect, Governing law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New
Jersey, and shall be binding upon the joint venture, the parties individually,
and the heirs, executors, administrators and assigns of parties. This Agreement
may only be altered, amended or modified only by a writing signed by all
parties.
14. Breach of Agreement and Attorneys Fees. In the event of a
breach of this agreement or the resolution of any dispute in accordance with
paragraph 4 or 15 herein, the non breaching /prevailing party shall pay
reasonable attorneys fees to the breaching/ non prevailing party.
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15. Ownership of the P.Q. Without Encumbrance. At all times the
fee ownership of the PQ shall remain and belong to X. Xxxxxx. Groveland's only
rights therein shall be it's legal and/or equitable interest in the P.Q. as
provided in this Agreement. X. Xxxxxx agrees not to encumber the P.Q. without
the written consent of Groveland, which consent shall not be unreasonable
withheld.
16. Deadlock and Dispute. Any dispute or disagreement between the
parties as to whether to promptly sell the PQ as is or to develop it shall be
resolved as follows:
A. In the event X. Xxxxxx wishes to sell or develop the PQ and
Groveland does not, then Groveland shall pay X. Xxxxxx, within 90 days of
written notice, 60% of the then (net as referred to in para. 4 above) market
value of the property as determined by an independent appraiser agreed to by the
parties) and X. Xxxxxx shall deed the PQ, free of liens, to Groveland and this
agreement shall be void and of no further force or effect.
B. In the event Groveland wishes to sell or develop the PQ and
X. Xxxxxx does not, then X. Xxxxxx shall pay Groveland, within 90 days of
notice, 40% of the then (net as referred to in para. 4 above) market value of
the property and and this agreement shall be void and of no further force or
effect.
17. Recording Agreement. Both parties agree to execute and record
an appropriate Memorandum of Agreement in the form attached hereto upon the
transfer of title of the P.Q. into X. Xxxxxx.
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18. Parties Good Standing and Authorization. Both parties to this
agreement, by their signatories set forth below, represent that the respective
corporations are in good standing and that they are authorized by proper
corporate authority to enter into this Agreement.
IN WITNESS WHEREOF, the parties have hereto executed this Agreement the
day and year first above written.
(See two (2) signature pages attached)
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(Additional signature page to Joint Venture Agreement)
X. Xxxxxx, Inc.
c/o Ragan & Xxxxx, P.C.
0000 Xx. 000 Xxxx
Xxxx, X.X. 00000
Dated: June 2, 2005 /s/ XXXX X. XXXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxxx, V.P.
STATE OF FLORIDA, COUNTY OF PALM BEACH SS:
I CERTIFY that on June 2, 2005
XXXX X. XXXXXXXX personally came before me the subscribed and this
person came before me and acknowledged that:
(a) this person signed, sealed and delivered the attached
Agreement as Vice President of X. Xxxxxx, Inc., the corporation named in this
Agreement;
(b) the proper corporate seal was affixed;
(c) this Agreement was signed and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors; and
I am satisfied is the person named in and who executed the within Instrument,
and thereupon acknowledged under oath that he signed, sealed and delivered the
same as his act and deed for the uses and purposes therein expressed.
Notary (print name & address)
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(Additional signature page to Joint Venture Agreement)
GROVELAND ESTATES, LLC
Dated: June 2, 2005 /s/ XXXXXX XXXXXX
-----------------------------------------
Xxxxxx Xxxxxx
STATE OF FLORIDA, COUNTY OF PALM BEACH SS:
I CERTIFY that on June 2, 2005
XXXXXX XXXXXX personally came before me the subscribed and this person
came before me and acknowledged that:
(a) this person signed, sealed and delivered the attached
Agreement as Member of Groveland Estates, LLC., the corporation named in this
Agreement;
(b) the proper corporate seal was affixed;
(c) this Agreement was signed and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors; and
I am satisfied is the person named in and who executed the within Instrument,
and thereupon acknowledged under oath that he signed, sealed and delivered the
same as his act and deed for the uses and purposes therein expressed.
Notary (print name & address)
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