JOINT VENTURE AGREEMENT
As Co-owners: Xxxxxx Xxxx
The Blackhawk Fund
Joint Venture Title: Oceanside Joint Venture
Ownership Split: Xxxxxx Xxxx (50)%
The Blackhawk Fund(50)%
This agreement (the "Agreement) is entered into between Xxxxxx Xxxx
and The Blackhawk Fund, a Nevada corporation ("Blackhawk"). The parties
hereto have agreed to associate themselves as Joint Venture Co-owners on the
following terms and conditions:
Purpose of Joint Venture
The purpose of this Joint Venture shall be the ownership and operation
of a property bearing an address of 000 Xxxx Xxx Xxxxx, Xxxxxxxxx Xx. 00000
and being the real property in the State of California.
Joint Venture of Property
Legal title shall be acquired by this Joint Venture as tenants in
common, each owning undivided interests, as follows:
Xxxxxx Xxxx 50 percent
Blackhawk 50 percent
Duration of Joint Venture
This Joint Venture shall commence on execution of this Agreement by
the parties and shall continue until dissolved by mutual consent of the parties
or terminated as provided for in this Agreement.
Waiver of Right to Partition
The parties hereto have agreed to take title to the subject property as
tenants in common. The co-tenancy interests in the property of each of the co-
owners are shown on the attached cover page as "Ownership Split." The parties
hereby waive any right they may have to partition the property during the
duration of this Agreement.
Payment of Holding Expenses
Holding expenses are defined as the purchase money loan (Mortgage)
obtained by Xxxx in the original principal amount of $1,000,000, property
taxes, and insurance in an amount sufficient to protect any potential
liability of the joint venture and its co-owners. Blackhawk shall be
responsible for the payment of all holding expenses, including improvements
made to the property upon mutual agreement.
Payment of Maintenance Expenses & Capital Improvements
The parties agree to maintain the joint venture property in good
repair and to perform capital improvements as needed. Blackhawk shall be
responsible for the payment of all holding expenses. Blackhawk shall be the
beneficiary of any rental income generated during the Term.
Assignment of Interest
The co-owners shall not sell, assign, mortgage, borrow against,
transfer or encumber their respective interest in the Joint Venture without
first receiving the written consent to such transfer by the remaining Co-
owners, which consent shall not be unreasonably withheld.
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Primary Obligations
The co-owners shall have the duty to pay for insurance, property tax,
loan, maintenance, management costs and improvements as defined respectively
in Paragraphs entitled "Payment of Holding Expenses? and ?Payment of
Maintenance Expenses & capital Improvements? and to refrain from assigning or
encumbering their interest as defined in Paragraph entitled "Assignment of
Interest."
Term, Extension of Agreement
At 2 years, the parties may extend this Agreement, and at each
anniversary thereafter this Agreement may be extended, by all co-owners
executing a written extension hereof extending this agreement for a period of
time upon mutual agreement by all parties to this Agreement.
Termination of Joint Venture
The Joint Venture shall commence on execution of this Agreement and
shall continue until the first of any of the following events occur:
a. Sale of the Joint Venture property in accordance with the
terms of this Agreement.
b. 2 years from the date of this agreement, unless all co-
owners agree to extension hereof in writing or the Co-Owners buy out the non-
consenting Co-Owners; or
c. Mutual agreement of all of the parties hereto.
Sale proceeds shall be distributed in the following order as proceeds
permit according to this provision when sale occurs at term without default.
FIRST: To Blackhawk, the capital invested into Joint Venture,
including but not limited to mortgage payments, improvements, taxes.
SECOND: The balance due on the purchase money loans (Mortgage)
shall first be deducted.
THIRD: Less seller closing costs.
FOURTH: To the extent of remaining proceeds, Xxxxxx Xxxx will
receive 50 percent of the proceeds and Blackhawk will receive 50 percent of
the proceeds. Any commissions paid to the seller will be split 50/50.
Notices
All notices between the Joint Venture co-owners shall be in writing
and shall be deemed duly served when deposited in the United States mail,
certified, first-class postage prepaid, return receipt requested, addressed to
the owners at the address of each individual owner as follows:
If to Xxxxxx Xxxx, at 000 Xxxxxxxxxx Xx. #000-X, Xxxxxxx, Xx. 92007.
If to Blackhawk, at 0000 X. Xxxxxx Xxxxxx, Xx. 000-0000, Xxxxxx Xxxx,
Xxxxxx 00000-0000
Consents and Agreements
Any and all consents and agreements provided for or permitted by this
Agreement shall be in writing. Signed copies of all such consents and
agreements shall be filed and kept with the books of the Joint Venture.
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State Law to Apply
This Agreement shall be construed under and in accordance with the
laws of the State of California. All obligations created under this Agreement
are performable in California.
Parties Bound
This Agreement is binding on and shall inure to the benefit of the
parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this Agreement.
Legal Construction
If one or more of the provisions contained in this Agreement shall,
for any reason, be held unenforceable in any respect, its unenforceability
shall not affect any other provision and the Agreement shall be construed as
if the unenforceable provision had never been included.
Date: June 28, 2006.
THE BLACKHAWK FUND
/s/ Xxxxx Xxxxxxxxxxx.
By: xxxxx Xxxxxxxxxxx, Chief Executive Officer
XXXXXX XXXX
/s/ Xxxxxx Xxxx
By Xxxxxx Xxxx
