EXHIBIT 10.9
COMMERCIAL LEASE AGREEMENT
Date (For reference only): 4/1/04
China Star Investment Group ("Landlord") and Kiwa-Bio Tech Products Group Corp.
("Tenant") agree as follows:
1. PROPERTY: Landlord rents to Tenant and Tenant rents from Landlord, the
real property and improvements described as: 00000 Xxxxxxxxx Xx., #000,
Xxxx xx Xxxxxxxx, XX 00000 ("Premises"), which comprise approximately
90% of the total square footage of rentable space in the entire
property. See exhibit __________ for a further description of the
Premises.
2. TERM: The term shall be for _________ years and _________ months,
beginning on (date) 4/1/04 ("Commencement Date").
(Check A or B):
[ ] A. Lease: and shall terminate on (date) _________ at ________ [ ]am
[ ]pm. Any holding over after the term of this agreement expires, with
Landlord's consent, shall create a month-to-month tenancy that either
party may terminate as specified in paragraph 28. Rent shall be at a
rate equal to the rent for the immediately preceding month, payable in
advance. All other terms and conditions of this agreement shall remain
in full force and effect.
[X] B. Month-to-month: and continues as a month-to-month tenancy.
Either party may terminate the tenancy by giving written notice to the
other at least 30 days prior to the intended termination date, subject
to any applicable local laws. Such notice may be given on any date.
[ ] C. RENEWAL OR EXTENSION TERMS: See attached addendum ___________.
3. BASE RENT:
A. Tenant agrees to pay Base Rent at the rate of (CHECK ONE ONLY):
[X] (1) $2,546 per month, for the term of the agreement.
------
[ ] (2) $_______ per month, for the first 12 months of the
agreement. Commencing with the 13th month, and upon expiration
of each 12 months thereafter, rent shall be adjusted according
to any increase in the U.S. Consumer Price Index of the Bureau
of Labor Statistics of the Department of Labor for All Urban
Consumers ("CPI") for ________________________________ (the
city nearest the location of the Premises), based on the
following formula: Base Rent will be multiplied by the most
current CPI preceding the first calendar month during which
the adjustment is to take effect, and divided by the most
recent CPI preceding the Commencement Date. In no event shall
any adjusted Base Rent be less than the Base Rent for the
month immediately preceding the adjustment. If the CPI is no
longer published, then the adjustment to Base Rent shall be
based on an alternate index that most closely reflects the
CPI.
[ ] (3) $__________ per month for the period commencing
_______________ and ending _______________ and $__________ per
month for the period commencing _______________ and ending
_______________ and $__________ per month for the period
commencing _______________ and ending _______________.
[ ] (4) In accordance with the attached rent schedule.
[ ] (5) Other:
B. Base Rent is payable in advance on the 1st (or ________) day of each
calendar month, and is delinquent on the next day.
C. If Commencement Date falls on any day other than the first day of
the month, Base Rent for the first calendar month shall be prorated
based on a 30-day period. If Tenant has paid one full month's Base Rent
in advance of Commencement Date, Base Rent for the second calendar
month shall be prorated based on a 30-day period.
4. RENT:
A. Definition: ("Rent") shall mean all monetary obligations of Tenant
to Landlord under the terms of this agreement, except security deposit.
B. Payment: Rent shall be paid to (Name) China Star Investment Group,
----------------------------
at (address) 0000 Xxxxxxxxx Xxx., Xxxxxxx Xxxxxxx, XX 00000, or at any
other location specified by Landlord in writing to Tenant.
C. Timing: Base Rent shall be paid as specified in paragraph 3. All
other Rent shall be paid within 30 days after Tenant is billed by
Landlord.
5. EARLY POSSESSION: Tenant is entitled to possession of the Premises on
______________________. If Tenant is in possession prior to the
Commencement Date, during this time (i) Tenant is not obligated to pay
Base Rent, and (ii) Tenant [ ] is [ ] is not obligated to pay Rent
other than Base Rent. Whether or not Tenant is obligated to pay Rent
prior to Commencement Date, Tenant is obligated to comply with all
other terms of this Agreement.
6. SECURITY DEPOSIT:
A. Tenant agrees to pay Landlord $ -0- as a security deposit.
----------
Tenant agrees not to hold Broker responsible for its return.
(IF CHECKED):[X] If Base Rent increases during the term of this
agreement, Tenant agrees to increase security deposit by the same
proportion as the increase in Base Rent.
B. All or any portion of the security deposit may be used, as
reasonably necessary, to: (i) cure Tenant's default in payment of Rent,
late charges, non-sufficient funds ("NSF") fees, or other sums due;
(ii) repair damage, excluding ordinary wear and tear, caused by Tenant
or by a guest or licensee of Tenant; (iii) broom clean the Premises, if
necessary, upon termination of tenancy; and (iv) cover any other
unfulfilled obligation of Tenant. SECURITY DEPOSIT SHALL NOT BE USED BY
TENANT IN LIEU OF PAYMENT OF LAST MONTH'S RENT. If all or any portion
of the security deposit is used during tenancy, Tenant agrees to
reinstate the total security deposit within 5 days after written notice
is delivered to Tenant. Within 30 days after Landlord receives
possession of the Premises, Landlord shall: (i) furnish Tenant an
itemized statement indicating the amount of any security deposit
received and the basis for its disposition, and (ii) return any
remaining portion of security deposit to Tenant. However, if the
Landlord's only claim upon the security deposit is for unpaid Rent,
then the remaining portion of the security deposit, after deduction of
unpaid Rent, shall be returned within 14 days after the Landlord
receives possession.
C. No interest will be paid on security deposit, unless required by
local ordinance.
2
7. PAYMENTS:
PAYMENT BALANCE DUE
TOTAL DUE RECEIVED DUE DATE
A. Rent: From 4/1/04 to ______ $________ $_______ $_______ ______
------
Date Date
B. Security Deposit........... $________ $_______ $_______ ______
C. Other: ____________________ $________ $_______ $_______ ______
Category
D. Other: ____________________ $________ $_______ $_______ ______
Category
E. Total:..................... $________ $_______ $_______ ______
8. PARKING: Tenant is entitled to ___________ unreserved and __________
reserved vehicle parking spaces. The right to parking [X] is [ ] is not
included in the Base Rent charged pursuant to paragraph 3. If not
included in the Base Rent, the parking rental fee shall be an
additional $_______________ per month. Parking space(s) are to be used
for parking operable motor vehicles, except for trailers, boats,
campers, buses or trucks (other than pick-up trucks). Tenant shall park
in assigned space(s) only. Parking space(s) are to be kept clean.
Vehicles leaking oil, gas, or other motor vehicle fluids shall not be
parked in parking spaces or on the Premises. Mechanical work or storage
of inoperable vehicles is not allowed in parking space(s) or elsewhere
on the Premises. No overnight parking is permitted.
9. ADDITIONAL STORAGE: Storage is permitted as follows:
_____________________:. The right to additional storage space [ ] is
[X] is not included in the Base Rent charged pursuant to paragraph 3.
If not included in Base Rent, storage space shall be an additional
$ -0- per month. Tenant shall store only personal property
-------------
that Tenant owns, and shall not store property that is claimed by
another, or in which another has any right, title, or interest. Tenant
shall not store any improperly packaged food or perishable goods,
flammable materials, explosives, or other dangerous or hazardous
material. Tenant shall pay for, and be responsible for, the clean-up of
any contamination caused by Tenant's use of the storage area.
10. LATE CHARGE: INTEREST: NSF CHECKS: Tenant acknowledges that either late
payment of Rent or issuance of a NSF check may cause Landlord to incur
costs and expenses, the exact amount of which are extremely difficult
and impractical to determine. These costs may include, but are not
limited to, processing, enforcement and accounting expenses, and late
charges imposed on Landlord. If any installment of Rent due from Tenant
is not received by Landlord within 5 calendar days after date due, or
if a check is returned NSF, Tenant shall pay to Landlord, respectively,
$_____________, as late charge, plus 10% interest per annum on the
delinquent amount and $25.00 as a NSF fee, any of which shall be deemed
additional Rent. Landlord and Tenant agree that those charges represent
a fair and reasonable estimate of the costs Landlord may incur by
reason of Tenant's late or NSF payment. Any late charge, delinquent
interest, or NSF fee due shall be paid with the current installment of
Rent. Landlord's acceptance of any late charge or NSF fee shall not
constitute a waiver as to any default of Tenant. Landlord's right to
collect a Late Charge or NSF fee shall not be deemed an extension of
the date
3
Rent is due under paragraph 4, or prevent Landlord from exercising any
other rights and remedies under this agreement, and as provided by law.
11. CONDITION OF PREMISES: Tenant has examined the Premises and
acknowledges that Premise is clean and in operative condition, with the
following exceptions:
______________________________________________________________________.
Items listed as exceptions shall be dealt with in the following manner:
______________________________________________________________________.
12. ZONING AND LAND USE: Tenant accepts the Premises subject to all local,
state and federal laws, regulations and ordinances ("Laws"). Landlord
makes no representations or warranty that Premises are now or in the
future will be suitable for Tenant's use. Tenant has made its own
investigation regarding all applicable Laws.
13. TENANT OPERATING EXPENSES: Tenant agrees to pay for all utilities and
services directly xxxx to Tenant. _____________________________________
14. PROPERTY OPERATING EXPENSES:
A. Tenant agrees to pay its proportionate share of Landlord's estimated
monthly property operating expenses, including but not limited to,
common area maintenance, consolidated utility and service bills,
insurance, and real estate taxes, based on the ratio of the square
footage of the Premises to the total square footage of the rentable
space in the entire property. _________________________________________
OR B. [ ] (if checked) Paragraph 14 does not apply.
15. USE: The Premises are for the sole use as ____________________________.
No other use is permitted without Landlord's prior written consent. If
any use by Tenant causes an increase in the premium on Landlord's
existing property insurance, Tenant shall pay for the increased cost.
Tenant will comply with all Laws affecting its use of the Premises.
16. RULES/REGULATIONS: Tenant agrees to comply with all rules and
regulations of Landlord (and, if applicable, Owner's Association) that
are at any time posted on the Premises or delivered to Tenant. Tenant
shall not, and shall ensure that guests and licensees of Tenant do not,
disturb, annoy, endanger, or interfere with other tenants of the
building or neighbors, or use the Premises for any unlawful purposes,
including, but not limited to, using, manufacturing, selling, storing,
or transporting illicit drugs or other contraband, or violate any law
or ordinance, or committing a waste or nuisance on or about the
Premises.
17. MAINTENANCE:
A. Tenant OR [ X ] (if checked, Landlord) shall professionally maintain
the premises, including heating, air conditioning, electrical, plumbing
and water systems, if any, and keep glass, windows and doors in
operable and safe condition. Unless Landlord is checked, if Tenant
fails to maintain the Premises, Landlord may contract for or perform
such maintenance, and charge Tenant for Landlord's cost.
B. Landlord OR [ X ] (if checked, Tenant) shall maintain the roof,
foundation, exterior walls, common areas and _________________________.
18. ALTERATIONS: Tenant shall not make any alterations in or about the
Premises, including installation of trade fixtures and signs, without
Landlord's prior written consent, which shall not be unreasonably
withheld. Any alterations to the Premises shall be done according to
Law and with required permits. Tenant shall give Landlord advance
notice of the commencement date of any planned alterations, so that
Landlord, at its option, may post a Notice of Non-Responsibility to
prevent potential liens against Landlord's interest in the Premises.
Landlord may also require
4
Tenant to provide Landlord with lien releases from any contractor
performing work on the Premises.
19. GOVERNMENT IMPOSED ALTERATIONS: Any alterations required by Law as a
result of Tenant's use shall be Tenant's responsibility. Landlord shall
be responsible for any other alterations required by Law.
20. ENTRY: Tenant shall make Premises available to Landlord or Landlord's
agent for the purpose of entering to make inspections, necessary or
agreed repairs, alterations, or improvements, or to supply necessary or
agreed services, or to show Premises to prospective or actual
purchasers, tenants, mortgagees, lenders, appraisers, or contractors.
Landlord and Tenant agree that 24 hours notice (oral or written) shall
be reasonable and sufficient notice. In an emergency, Landlord or
Landlord's representative may enter Premises at any time without prior
notice.
21. SIGNS: Tenant authorizes Landlord to place a FOR SALE sign on the
Premises at any time, and a FOR LEASE sign on the Premises within the
90 (or [ ] _____) day period preceding the termination of the
agreement.
22. SUBLETTING/ASSIGNMENT: Tenant shall not sublet or encumber all or any
part of Premises, or assign or transfer this assignment or any interest
in it, without the prior written consent of Landlord, which shall not
be unreasonably withheld. Unless such consent is obtained, any
subletting, assignment, transfer, or encumbrance of the Premises,
agreement, or tenancy, by voluntary act of Tenant, operation of law, or
otherwise, shall be null and void, and, at the option of Landlord,
terminate this agreement. Any proposed sublessee, assignee, or
transferee, shall submit to Landlord an application and credit
information for Landlord's approval, and, if approved, sign a separate
written agreement with Landlord and Tenant. Landlord's consent to any
one sublease, assignment, or transfer shall not be construed as consent
to any subsequent sublease, assignment, or transfer and does not
release Tenant of Tenant's obligation under this agreement.
23. POSSESSION: If Landlord is unable to deliver possession of Premises on
Commencement Date, such date shall be extended to the date on which
possession is made available to Tenant. However, the expiration date
shall remain the same as specified in paragraph 2. If Landlord is
unable to deliver possession within 60 (or [ ] ____) calendar days
after agreed Commencement Date, Tenant may terminate this agreement by
giving written notice to Landlord, and shall be refunded all Rent and
security deposit paid.
24. TENANT'S OBLIGATIONS UPON VACATING PREMISES: Upon termination of
agreement, Tenant shall: (i) give Landlord all copies of all keys or
opening devices to Premises, including any common areas; (ii) vacate
Premises and surrender it to Landlord empty of all persons and personal
property; (iii) vacate all parking and storage spaces; (iv) deliver
Premises to Landlord in the same condition as referenced in paragraph
11; (v) clean Premises; (vi) give written notice to Landlord of
Tenant's forwarding address; and (vii) _______________________________.
All improvements installed by Tenant, with or without Landlord's
consent, become the property of Landlord upon termination. Landlord may
nevertheless require Tenant to remove any such improvement that did not
exist at the time possession was made available to Tenant.
25. BREACH OF CONTRACT/EARLY TERMINATION: In event Tenant, prior to
expiration of this agreement, breaches any obligation in this
agreement, abandons the
5
premises, or gives notice of Tenant's intent to terminate this tenancy
prior to its expiration, in addition to any obligations established by
paragraph 24, Tenant shall also be responsible for lost rent, rental
commissions, advertising expenses, and painting costs necessary to
ready Premises for re-rental. Landlord may also recover from Tenant:
(i) the worth, at the time of award, of the unpaid Rent that had been
earned at the time of termination; (ii) the worth, at the time of
award, of the amount by which the unpaid Rent that would have been
earned after expiration until the time of award exceeds the amount of
such rental loss the Tenant proves could have been reasonably avoided;
and (iii) the worth, at the time of award, of the amount by which the
unpaid Rent for the balance of the term after the time of award exceeds
the amount of such rental loss that Tenant proves could be reasonably
avoided. Landlord may elect to continue the tenancy in effect for so
long as Landlord does not terminate Tenant's right to possession, by
either written notice of termination of possession or by reletting the
Premises to another who takes possession, and Landlord may enforce all
Landlord's rights and remedies under this agreement, including the
right to recover the Rent as it becomes due.
26. DAMAGE TO PREMISES: If, by no fault of Tenant, Premises are totally or
partially damaged or destroyed by fire, earthquake, accident or other
casualty, Landlord shall have the right to restore the Premises by
repair or rebuilding. If Landlord elects to repair or rebuild, and is
able to complete such restoration within 90 days from the date of
damage, subject to terms of this paragraph, this agreement shall remain
in full force and effect. If Landlord is unable to restore the Premises
within this time, or if Landlord elects not to restore, then either
Landlord or Tenant may terminate this agreement by giving the other
written notice. Rent shall be abated as of the date of damage. The
abated amount shall be the current monthly Base Rent prorated on a
30-day basis. If this agreement is not terminated, and the damage is
not repaired, then Rent shall be reduced based on the extent to which
the damage interferes with Tenant's reasonable use of Premises. If
damage occurs as a result of an act of Tenant or Tenant's guests, only
Landlord shall have the right of termination, and no reduction in Rent
shall be made.
27. HAZARDOUS MATERIALS: Tenant shall not use, store, generate, release or
dispose of any hazardous material on the Premises or the property of
which the Premises are part. However, Tenant is permitted to make use
of such materials that are required to be used in the normal course of
Tenant's business provided that Tenant complies with all applicable
Laws related to the hazardous materials. Tenant is responsible for the
cost of removal and remediation, or any clean-up of any contamination
caused by Tenant.
28. CONDEMNATION: If all or part of the Premises is condemned for public
use, either party may terminate this agreement as of the date
possession is given to the condemner. All condemnation proceeds,
exclusive of those allocated by the condemner to Tenant's relocation
costs and trade fixtures, belong to Landlord.
29. INSURANCE: Tenant's personal property, fixtures, equipment, inventory
and vehicles are not insured by Landlord against loss or damage due to
fire, theft, vandalism, rain, water, criminal or negligent acts of
others, or any other cause. Tenant is to carry Tenant's own property
insurance to protect Tenant from any such loss. In addition, Tenant
shall carry liability insurance in an amount of not less than
$2,000,000. Tenant's liability insurance shall name Landlord and
Landlord's agent as additional insured. Tenant, upon Landlord's
request, shall provide Landlord with a certificate of insurance
establishing Tenant's compliance. Landlord shall maintain liability
insurance insuring
6
Landlord, but not Tenant, in an amount of at least $______________,
plus property insurance in an amount sufficient to cover the
replacement cost of the property. Tenant is advised to carry business
interruption insurance in an amount at least sufficient to cover
Tenant's complete rental obligation to Landlord. Landlord is advised to
obtain a policy of rental loss insurance. Both Landlord and Tenant
release each other, and waive their respective rights to subrogation
against each other, for loss or damage covered by insurance.
30. TENANCY STATEMENT (ESTOPPEL CERTIFICATE): Tenant shall execute and
return a tenancy statement (estoppel certificate), delivered to Tenant
by Landlord or Landlord's agent, within 3 days after its receipt. The
tenancy statement shall acknowledge that this agreement is unmodified
and in full force, or in full force as modified, and state the
modifications. Failure to comply with this requirement: (i) shall be
deemed Tenant's acknowledgment that the tenancy statement is true and
correct, and may be relied upon by a prospective lender or purchaser;
and (ii) may be treated by Landlord as a material breach of this
agreement. Tenant shall also prepare, execute, and deliver to Landlord
any financial statement (which will be held in confidence) reasonably
requested by a prospective lender or buyer.
31. LANDLORD'S TRANSFER: Tenant agrees that the transferee of Landlord's
interest shall be substituted as Landlord under this agreement.
Landlord will be released of any further obligation to Tenant regarding
the security deposit, only if the security deposit is returned to
Tenant upon such transfer, or if the security deposit is actually
transferred to the transferee. For all other obligations under this
agreement, Landlord is released of any further liability to Tenant upon
Landlord's transfer.
32. SUBORDINATION: This agreement shall be subordinate to all existing
liens and, at Landlord's option, the lien of any first deed of trust or
first mortgage subsequently placed upon the real property of which the
Premises are a part, and to any advances made on the security of the
Premises, and to all renewals, modifications, consolidations,
replacements, and extensions. However, as to the lien of any deed of
trust or mortgage entered into after execution of this agreement,
Tenant's right to quiet possession of the Premises shall not be
disturbed if Tenant is not in default and so long as Tenant pays the
Rent and observes and performs all of the provisions of this agreement,
unless this agreement is otherwise terminated pursuant to its terms. If
any mortgagee, trustee, or ground lessor elects to have this agreement
placed in a security position prior to the lien of a mortgage, deed of
trust, or ground lease, and gives written notice to Tenant, the
agreement shall be deemed prior to that mortgage, deed of trust, or
ground lease, or the date of recording.
33. TENANT REPRESENTATIONS; CREDIT: Tenant warrants that all statements in
Tenant's financial documents and rental application are accurate.
Tenant authorizes Landlord and Broker(s) to obtain Tenant's credit
report at time of application and periodically during tenancy in
connection with approval, modification, or enforcement of this
agreement Landlord may cancel this agreement: (i) before occupancy
begins, upon disapproval of the credit report(s); or (ii) of any time,
upon discovering that information in Tenant's application is false. A
negative credit report reflecting on Tenant's record may be submitted
to a credit reporting agency, if Tenant fails to pay Rent or comply
with any other obligation under this agreement.
34. DISPUTE RESOLUTION:
7
A. MEDIATION: Tenant and Landlord agree to mediate any dispute or claim
arising between them out of this agreement, or any resulting
transaction, before resorting to arbitration or court action, subject
to paragraph 34B(2) below. Paragraphs 34B(2) and (3) apply whether or
not the arbitration provision is initiated. Mediation fees, if any,
shall be divided equally among the parties involved. If for any dispute
or claim to which this paragraph applies, any party commences an action
without first attempting to resolve the matter through mediation, or
refuses to mediate after a request has been made, then that party shall
not be entitled to recover attorney fees, even if they would otherwise
be available to that party in any such action. THIS MEDIATION PROVISION
APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.
B. ARBITRATION OF DISPUTES: (1) TENANT AND LANDLORD AGREE THAT ANY
DISPUTE OR CLAIM IN LAW OR EQUITY ARISING BETWEEN THEM OUT OF THIS
AGREEMENT OR ANY RESULTING TRANSACTION, WHICH IS NOT SETTLED THROUGH
MEDIATION, SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION, INCLUDING
AND SUBJECT TO PARAGRAPHS 34B(2) AND (3) BELOW. THE ARBITRATOR SHALL BE
A RETIRED JUDGE OR JUSTICE, OR AN ATTORNEY WITH AT LEAST 5 YEARS OF
REAL ESTATE TRANSACTIONAL LAW EXPERIENCE, UNLESS THE PARTIES MUTUALLY
AGREE TO A DIFFERENT ARBITRATOR, WHO SHALL RENDER AN AWARD IN
ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. IN ALL OTHER RESPECTS, THE
ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH PART III, TITLE 9 OF
THE CALIFORNIA CODE OF CIVIL PROCEDURE. JUDGMENT UPON THE AWARD OF THE
ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE
PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CODE OF
CIVIL PROCEDURE SS.1283.05.
(2) EXCLUSIONS FROM MEDIATION AND ARBITRATION: The following matters
are excluded from Mediation and Arbitration hereunder: (i) a judicial
or non-judicial foreclosure or other action or proceeding to enforce a
deed of trust, mortgage, or installment land sale contract as defined
in Civil Code ss.2985; (ii) an unlawfuL detainer action; (iii) the
filing or enforcement of a mechanic's lien; (iv) any matter that is
within the jurisdiction of a probate, small claims, or bankruptcy
court; and (v) an action for bodily injury or wrongful death, or for
latent or patent defects to which Code of Civil Procedure ss.337.1 or
ss.337.15 applies. THE filing of a court action to enable the recording
of a notice of pending action, for order of attachment, receivership,
injunction, or other provisional remedies, shall not constitute a
violation of the mediation and arbitration provisions.
(3) BROKERS: Tenant and Landlord agree to mediate and arbitrate
disputes or claims involving either or both Brokers, provided other or
both Brokers shall have agreed to such mediation or arbitration, prior
to, or within a reasonable time after the dispute or claim is presented
to Brokers. Any election by either or both Brokers to participate in
mediation or arbitration shall not result in Brokers being deemed
parties to the agreement.
"NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO
HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE
`ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS
PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT
POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY
INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO
DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN
THE `ARBITRATION OF DISPUTES' PROVISION. IF YOU
8
REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU
MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA
CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION
IS VOLUNTARY."
"WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT
DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE `ARBITRATION OF
DISPUTES' PROVISION TO NEUTRAL ARBITRATION."
Landlord's Initials _____ Tenant's Initials _____
35. JOINT AND INDIVIDUAL OBLIGATIONS: If there is more than one Tenant,
each one shall be individually and completely responsible for the
performance of all obligations of Tenant under this agreement, jointly
with every other Tenant, and individually, whether or not in
possession.
36. NOTICE: Notices may be served by mail, facsimile, or courier at the
following address or location, or at any other location subsequently
designated:
Landlord: 0000 Xxxxxxxxx Xxxxxx Tenant: 00000 Xxxxxxxxx Xx., #000
Xxxxxxx Xxxxxxx, XX 00000 City of Xxxxxxxx, XX 00000
___________________________________ __________________________________
___________________________________ __________________________________
___________________________________ __________________________________
Notice is deemed effective under the earliest of the following (i)
personal receipt by either party or their agent; (ii) written
acknowledgement of notice; or (iii) 5 days after mailing notice to
such location by first class mail, postage pre-paid.
37. WAIVER: The waiver of any breach shall not be construed as a continuing
waiver of the same breach or a waiver of any subsequent breach.
38. INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord
harmless from all claims, disputes, litigation, judgments and attorney
fees arising out of Tenant's use of the Premises.
39. OTHER TERMS AND CONDITIONS/SUPPLEMENTS:________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
9
The following ATTACHED supplements/exhibits are incorporated
in this agreement:_______________________________________________
__________________________________________________________________
40. ATTORNEY FEES: In any action or proceeding arising out of this
agreement, the prevailing party between Landlord and Tenant shall be
entitled to reasonable attorney fees and costs from the non-prevailing
Landlord or Tenant, except as provided in paragraph 34A.
41. ENTIRE CONTRACT: Time is of the essence. All prior agreements between
Landlord and Tenant are incorporated in the agreement, which
constitutes the entire contract. It is intended as a final expression
of the parties' agreement, and may not be contradicted by evidence of
any prior agreement or contemporaneous oral agreement. The parties
further intend that this agreement constitutes the complete and
exclusive statement of its terms, and that no extrinsic evidence
whatsoever may be introduced in any judicial or other proceeding, if
any, involving this agreement. Any provision of this agreement that is
held to be invalid shall not affect the validity or enforceability of
any other provision in this agreement. This agreement shall be binding
upon, and inure to the benefit of, the heirs, assignees and successors
to the parties.
42. BROKERAGE: Landlord and Tenant shall each pay to Broker(s) the fee
agreed to, if any, in a separate written agreement. Neither Tenant nor
Landlord has utilized the services of, or for any other reason owes
compensation to, a licensed real estate broker (individual or
corporation), agent, finder, or other entity, other than as named in
this agreement, in connection with any act relating to the Premises,
including, but not limited to, inquiries, introductions, consultations,
and negotiations leading to this agreement. Tenant and Landlord each
agree to indemnify, defend and hold harmless the other, and the
Broker's specified herein, and their agents, from and against any
costs, expenses, or liability for compensation claimed inconsistent
with the warranty and representation in this paragraph 42.
43. AGENCY CONFIRMATION: The following agency relationships are hereby
confirmed for this transaction:
Listing Agent: ____________________(Print Firm Name) is the agent
of (check one):
[ ] the Landlord exclusively; or [ ] both the Tenant and Landlord.
Selling Agent: ____________________(Print Firm Name) is the agent
of (check one):
[ ] the tenant exclusively; or [ ] the Landlord exclusively, or
[ ] both the Tenant and Landlord.
Real Estate Brokers are not parties to the agreement between
Tenant and Landlord.
LANDLORD AND TENANT ACKNOWLEDGE AND AGREE THAT BROKERS: (I) DO NOT GUARANTEE THE
CONDITION OF THE PREMISES; (II) CANNOT VERIFY REPRESENTATIONS MADE BY OTHERS;
(III) WILL NOT VERIFY ZONING AND LAND USE RESTRICTIONS; (IV) CANNOT PROVIDE
LEGAL OR TAX ADVICE; (V) WILL NOT PROVIDE OTHER ADVICE OR INFORMATION THAT
EXCEEDS THE KNOWLEDGE, EDUCATION OR EXPERIENCE REQUIRED TO OBTAIN A REAL ESTATE
LICENSE. FURTHERMORE, IF BROKERS ARE NOT ALSO ACTING AS LANDLORD IN THIS
AGREEMENT, BROKERS: (VI) DO NOT DECIDE WHAT RENTAL RATE A TENANT SHOULD PAY OR
LANDLORD SHOULD ACCEPT; AND (VII) DO NOT DECIDE UPON THE LENGTH OR OTHER TERMS
OF
10
TENANCY. LANDLORD AND TENANT AGREE THAT THEY WILL SEEK LEGAL, TAX, INSURANCE,
AND OTHER DESIRED ASSISTANCE FROM APPROPRIATE PROFESSIONALS.
Tenant YU XXXX XXXX Date 4/1/04
--------------------------------------------------- -----------
--------------------------------------------------------------------------------
(Print Name)
Address 00000 XXXXXXXXX XX., #000 City CITY OF INDUSTRY State CA Zip 91748
-------------------------- ---------------- -----
Tenant ___________________________________________ Date ____________________
--------------------------------------------------------------------------------
(Print Name)
Address__________________________City______________State____Zip_____________
Landlord XXXXXXX XXXX Date 4/1/04
------------------------------------------------- -----------
(Owner or agent with authority to enter into this agreement)
Address 0000 XXXXXXXXX XXXXXX Xxxx XXXXXXX XXXXXXX Xxxxx XX Zip 91748
----------------------------- --------------- --- -----
Landlord ________________________________________ Date______________________
(Owner or agent with authority to enter into this agreement)
Address__________________________City______________State____Zip_____________
Agency relationships are confirmed as above. Real estate brokers who are not
also Landlord in this agreement are not a party to the agreement between
Landlord and Tenant.
Real Estate Broker (Leasing Firm)_______________________________________________
By (Agent)_________________________________________ Date________________________
Address__________________________City______________State____Zip_____________
Telephone_________________ Fax _______________ E-mail ______________________
Real Estate Broker (Listing Firm)_______________________________________________
By (Agent)_________________________________________ Date________________________
Address__________________________City______________State____Zip_____________
Telephone_________________ Fax _______________ E-mail ______________________
11
