EXHIBIT 10.5
[ILLEGIBLE]
AND RECEIPT FOR DEPOSIT
The printed portion of this agreement has been approved by the Arizona
Association of REALTORS. This is intended to be a binding agreement. No
representation is made as to the legal validity or adequacy of any provision or
the tax consequences thereof. If you desire legal or tax advice, consult your
attorney or tax advisor.
RECEIVED FROM: ImmuneRegen Biosciences, Inc. ("Tenant")
AGENCY CONFIRMATION: Broker named on Line 13 is the agent of (check one): [ ]
the Tenant exclusively, or [ ] the Landlord exclusively; or [ ] the Tenant and
the Landlord.
RECEIPT
XXXXXXX MONEY: Xxxxxxx money shall beheld by Broker names on Line 13 until offer
is accepted. Tenant understands that, until offer is accepted, Landlord can rent
the Premises to another Tenant.
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a. Amount of b. Form of [ ] Personal Check c. After offer is accepted by Landlord,
Xxxxxxx Money Xxxxxxx Money [ ] Cashier's Check Xxxxxxx Money will be deposited with:
$ [ ] Other [ ] Broker's Trust Account
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PRINT BROKER'S NAME
[ ] Landlord [ ] Other:______________
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All xxxxxxx money is subject to collection. In the event any check for xxxxxxx
money is dishonored for any reason, at Landlord's option, Landlord shall be
immediately released from all obligations under this Agreement. In the event of
Tenant's breach of this Agreement all xxxxxxx money shall be deemed a security
deposit.
RECEIVED BY BROKER:
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PRINT AGENT'S NAME AGENT'S SIGNATURE MO/DA/YR
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PRINT NAME OF FIRM
RENTAL OFFER
PROPERTY DESCRIPTION & OFFER: Tenant offers to lease the real property and all
fixtures and improvements thereon and appurtenances incident thereto, plus
personal property described below (collectively, the "Premises").
PROPERTY ADDRESS: 0000 X. 00xx Xxxxxx #000
XXXX: Xxxxxxxxxx, XX ZIP CODE: 85251
PERSONAL PROPERTY: Unfurnished Loft Unit
TERM: The lease term shall begin on 7-1-04 at 12:00 p.m. and end on 9-30-05 at
11:59 a.m. at which time Tenant shall return all keys and vacate the Premises
unless Landlord and Tenant agree to an extension or renewal of this Agreement.
If the Tenant fails to vacate the Premises as provided for in this Agreement,
the Landlord shall be entitled to recover an amount equal to not more than two
months periodic rent or twice the actual damages sustained by the Landlord,
whichever is greater, as provided for in A.R.S. ss. 33-1375(C). The Tenant shall
be obligated to pay rent until keys have been physically returned to the
Landlord or Property Manager. Leaving keys in or on the Premises will not be
considered a return of the keys.
RENT: Tenant shall pay monthly installments of $2260.00 plus any applicable
sales taxes, which are currently $37.29, totaling $2297.29 ("Rent"). If the
sales tax changes during the term of this Agreement, Landlord may adjust the
amount of Rent due to equal the difference caused by the tax change upon thirty
(30) calendar days' written notice to Tenant. A.R.S. ss. 33-1314(E). Rent shall
be payable in advance without deductions or offsets.
RENT PRORATION: If the first monthly installment is for a period other than the
full month, Tenant shall pay $--- plus any applicable sales taxes of $---,
totaling $--- for the period beginning --- and ending ---.
Rent in the full amount shown on Line 27 and all other accrued charges shall be
due and payable no later than 5 p.m. on the 1st day of each month during the
term of this Agreement. Landlord is not required to accept a partial payment of
Rent or other charges. A.R.S. ss. 33-1371(A). A late charge of 10% of Base Rent
shall be added to all Rent not received by the due date and shall be collectible
as additional Rent.
Tenant shall pay a charge of $25.00 for all checks returned from the bank unpaid
for any reason, in addition to the late charge provided for in Line 34. These
additional charges shall be collectible as Rent. If a check has been returned
from the bank unpaid for any reason, the Landlord reserves the right to demand
that all sums due under this Agreement be paid in the form of a cashier's check
or money order and to return any personal or company check delivered to Landlord
and demand a cashier's check or money order in its place.
APPLICATION FEE/CREDIT REPORT(S): $0 is by separate payment and is
non-refundable. This Agreement is conditioned on a satisfactory verification and
approval by Landlord of Tenant's employment, credit, banking references and past
rental history prior to possession. Tenant consents to an employment and credit
check along with an investigation of prior rental history through Landlord or
Broker. Tenant shall complete a separate rental and/or credit application
containing the necessary information. Tenant warrants that the information is
correct and complete and that Tenant has disclosed all pertinent information and
has not withheld any information, including but not limited to poor credit,
early terminations of leases, evictions or bankruptcy. The material
falsification of any information, including but not limited to information
relating to pets, income, employment, criminal records, prior eviction records
or current criminal activity, shall entitle Landlord to terminate this Agreement
pursuant to A.R.S. ss. 33-1368. Upon such termination, Landlord may pursue all
applicable remedies, including but not limited to, a claim for Rent for the
remainder of the term of this Agreement, all other quantifiable damages, court
costs and reasonable attorneys' fees. The credit history of Tenant with respect
to this Agreement may be reported to any credit bureau or reporting agency.
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Security deposit:........................ $ 2260.00 Refundable
Pet deposit/fee: ........................ + |_| Refundable |_| Non-refundable |_| Taxable
Cleaning deposit/fee: ................... + |_| Refundable |_| Non-refundable |_| Taxable
____________ ............................ + |_| Refundable |_| Non-refundable |_| Taxable
____________ ............................ + |_| Refundable |_| Non-refundable |_| Taxable
Initial rent payment: ................... + 2260.00 |X| Taxable
Sales tax charged........................ + 37.29 Tax rate 1.65% Taxable Amount $___________
TOTAL REQUIRED PAYMENT................... $ 4557.29
Less xxxxxxx money - 2297.29 (becomes security deposit upon acceptance by all parties)
BALANCE DUE: (CERTIFIED FUNDS).......... $ 2260.00
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MO/DA/YR
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NOTE: Total payments and deposits shown above, including pet deposit but
excluding any cleaning or redecorating deposit and first month's rent,
may not exceed one and one-half months' rent. Any cleaning or
redecorating deposit must be reasonable. The breakdown of the deposit
amounts shown above is solely for the purpose of showing how such amounts
were calculated and does not limit Landlord's right to use all deposit
amounts as permitted by A.R.S. ss. 33-1321 and ss. 33-1341. TENANT SHALL
NOT USE ANY REFUNDABLE DEPOSIT AS A CREDIT TOWARDS LAST MONTH'S RENT.
Deposits may be placed in interest-bearing accounts, which interest shall
be retained by the Broker.
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REFUNDABLE DEPOSITS: Refundable deposits will be held:|X| By Landlord
|_| Brokers Trust Account
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FIRM NAME
NO REFUNDABLE DEPOSIT SHALL BE TRANSFERRED FROM THE BROKER'S TRUST ACCOUNT
WITHOUT TEN (10) CALENDAR DAYS' WRITTEN NOTICE TO THE TENANT. IF DEPOSITS ARE
HELD BY LANDLORD, TENANT AND LANDLORD AGREE TO HOLD BROKER HARMLESS OF ALL
LIABILITY REGARDING SAID DEPOSITS. If the Premises are surrendered to Landlord
at the termination or expiration of this Agreement in a clean and undamaged
condition acceptable to Landlord, Landlord shall return the refundable deposits
to Tenant. However, if the Premises are delivered to Landlord in an unclean or
damaged condition not acceptable to Landlord, Landlord may, at Landlord's
option, retain all or a portion of the refundable deposits, and may hold the
Tenant liable for any additional charges.
MAINTENANCE OF THE PREMISES: Tenant has examined the Premises and is satisfied
with the physical condition, except as otherwise noted in writing. Upon
termination of this Agreement, Tenant promises to surrender the Premises to
Landlord in the same condition as when the Agreement term commenced, reasonable
wear and tear excepted. Tenant shall maintain the Premises in a neat and
undamaged condition and, in particular, shall comply with applicable provisions
of building codes, maintain the Premises in a clean and safe condition, dispose
of all ashes, rubbish, garbage and other waste in a clean and safe manner, keep
and use all plumbing and electrical, sanitary, heating, ventilating and air
conditioning facilities and elevators and other facilities and appliances in a
clean and reasonable manner, and generally conduct themselves and others in
their charge, including pets, in a manner so as not to disturb their neighbors
or in any way, deface, damage, impair or otherwise destroy any part of the
Premises. If Tenant fails to comply with such requirements, Landlord may make
necessary repairs and submit a xxxx to Tenant subject to the provisions of
A.R.S. ss. 33-1369. Tenant also agrees to replace furnace filters, air
conditioning filters, light bulbs and smoke alarm batteries as frequently as
conditions require. Landlord shall at all times comply with the requirements of
applicable building codes, make all repairs necessary to keep the Premises in a
fit and habitable condition, keep all of the common areas in a clean and safe
condition, and maintain in good and safe working order all existing appliances,
plumbing and electrical facilities. Landlord agrees to maintain the Premises as
provided in A.R.S. ss. 33-1324.
ALTERATIONS AND IMPROVEMENTS: Tenant shall not make any alterations or
improvements in any way without Landlord's prior written consent.
OCCUPANCY: The Premises shall be used only for residential purposes by the
following named persons: ImmuneRegen Biosciences Inc.
ASSIGNMENT AND OCCUPANCY RESTRICTIONS: Only persons listed on Lines 88 and 89
may occupy the Premises or any part thereof without Landlord's prior written
consent. If Tenant attempts to sublet, transfer, or assign this Agreement and/or
allows any persons other than those listed on Lines 88 and 89 to occupy the
Premises without Landlord's prior written consent, such act shall be deemed a
material non-compliance by the Tenant of this Agreement and the Landlord may
terminate this Agreement pursuant to A.R.S. ss. 33-1368.
INDEMNITY AND RELEASE: Landlord and Tenant agree to indemnity and hold harmless
Brokers, Property Managers, and any of their respective agents, representatives
or employees from any loss, claim, liability or expense arising from injury to
any person or damage to or loss of any property, in any way caused by Landlord
or Tenant and their guests, invitees, agents, pets or others under their
control.
TENANT LIABILITY/RENTER'S INSURANCE: Tenant assumes all liability for personal
injury, property damage or loss, and insurance risks. Landlord strongly
recommends that Tenant obtain and keep renter's insurance in full force and
effect during the full term of this Agreement.
RULES, REGULATIONS AND APPLICABLE LAW: Both Landlord and Tenant agree to comply
with applicable laws, ordinances, regulations, Covenants, Conditions and
Restrictions, and Homeowners' Association rules and regulations concerning the
Premises. Tenant agrees to supervise Tenant's family, guests and invitees to
insure their compliance with these rules, regulations and laws. Tenant shall be
responsible for any actions of Tenant's family, guests, and invitees who violate
this Agreement or Landlord's rules or regulations, pursuant to A.R.S. ss.
33-1368(G).
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Tenant is responsible for any fines or penalties assessed by any governing body
as a result of Tenant's violation of any of these rules, regulations, and laws.
The Tenant has either received a copy of any rules, regulations, and laws
concerning the Premises, or has made an independent investigation of the
applicability of such rules, regulations, and laws as to the Tenant's use of the
Premises. If the state, county, municipal or other governmental bodies adopt new
ordinances, rules or other legal provisions affecting this Agreement, the
Landlord may make immediate amendments to bring this Agreement into compliance
with the law. In such event, the Landlord agrees to give Tenant written notice
that this Agreement has been amended and shall provide a brief description of
the amendment and the effective date. A.R.S. ss. 33-1342(C).
ACCESS: The Tenant agrees to make the Premises available to the Landlord with at
least two (2) calendar days' notice in order to inspect the Premises, make
necessary or agreed repairs, decorations, alterations or improvements, supply
necessary or agreed services, or to exhibit the Premises to prospective or
actual buyers, mortgagees, tenants, workmen or contractors as authorized in
A.R.S. ss.33-1343.
COUNTERPART AND FACSIMILE: This Agreement, any attached exhibits, and any
addenda or supplements signed by the parties shall constitute the entire
Agreement between Landlord and Tenant and shall supersede any other written or
oral Agreement between Landlord and Tenant. This Agreement can only be modified
in writing and signed by Landlord and Tenant. A fully executed facsimile copy of
the entire Agreement shall be treated as an original Agreement. This Agreement
may be signed in counterpart.
TRANSFERS: Military personnel on active duty may terminate this Agreement upon
receipt of orders transferring them to another base, releasing them from active
duty, or orders requiring occupancy of government quarters. Tenant agrees to
give Landlord as much written notice as possible and Rent will be prorated from
the notice date to move-out date. Assignment instructions for the voluntary
occupancy of government quarters are not sufficient for termination of this
Agreement.
TIME OF ESSENCE: Time is of the essence of this Agreement.
LATE OR PARTIAL PAYMENTS: The acceptance by Landlord of any late or partial
payment shall not change the due date or amount of any required payment in the
future and shall not relieve Tenant of any obligations to pay the balance of the
Rent and any applicable late fees or costs.
WAIVERS: No waiver by Landlord of any provision herein shall be enforceable
against Landlord unless in writing signed by Landlord, nor shall it be deemed a
waiver of any other provision herein or of any subsequent breach by Tenant of
the same or any other provision. Landlord's consent to or approval of any act
shall not constitute a continuing consent to or approval of any subsequent act
by Tenant.
ATTORNEYS' FEES AND COSTS: If a lawsuit or arbitration proceeding is brought to
enforce the terms of the Agreement, the prevailing party shall be entitled to
receive reasonable attorneys' fees and costs as set by the court or arbitrator.
SUBORDINATION: This Agreement shall be subordinate to all present and future
ground leases, mortgages, deeds of trust and any other encumbrances consented to
by Landlord and also to any modifications or extensions thereof. Tenant agrees
to execute any subordination agreements or other similar documents presented by
Landlord within three (3) calendar days of presentation.
NOTICES: Unless otherwise provided for by statute or by agreement of the
parties, all notices herein shall be in writing and shall be delivered to
Landlord at the address set forth in Lines 200-202 and to Tenant at the Premises
and shall be sent by registered or certified mail, or personally delivered, or
as otherwise provided in A.R.S. ss.33-1313. Such notice shall be deemed received
on the date the notice is actually received or five (5) calendar days after the
date the notice is mailed by registered or certified mail, whichever occurs
first.
PERMISSION: Landlord and Tenant grant Brokers permission to advise the public of
this Agreement and the price and terms herein.
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EQUAL HOUSING OPPORTUNITY: Properties will be presented in compliance with
federal, state, and local fair housing laws and regulations.
COURT MODIFICATION: If any provision of this Agreement is found by a court to be
invalid, illegal or vague, the parties agree that such provision shall be
modified or stricken by the court to the minimum extent deemed necessary to make
it valid, legal and enforceable and that all other provisions of this Agreement
shall remain in full force and effect.
CONSTRUCTION OF LANGUAGE: The language of this Agreement shall be construed
according to its fair meaning and not strictly for or against either party.
Words used in the masculine, feminine or neuter shall apply to either gender or
neuter, as appropriate. All singular and plural words shall be interpreted to
refer to the number consistent with circumstances and context. The use of the
term Landlord in this Agreement shall include any Property Manager named on Line
196.
PETS: |X| No pets allowed. Tenant agrees not to keep or permit any pets on the
Premises without prior written consent of the Landlord.
|_| Landlord hereby grants Tenant permission to keep the following pets on
the Premises:
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KEYS: Landlord agrees to deliver to Tenant keys for |X| Door |_| Pool |X| Mail
Box _________ Other to the Premises and 0 garage door openers upon possession.
Tenant shall be responsible for the security of the Premises until all keys and
garage door openers have been returned to Landlord or otherwise satisfactorily
accounted for by Tenant. Tenant is not authorized to change the locks or add a
deadbolt lock. Tenant agrees to pay all costs related to replacing lost or
unreturned keys and/or garage door openers.
UTILITIES: Tenant agrees to arrange and pay for, when due, all utilities except
water and trash.
SWIMMING POOL: These premises |_| do |X| do not contain a swimming pool. If
these Premises contain a swimming pool, Tenant acknowledges receipt of the
Arizona Department of Health Services approved Private Pool Safety Notice as
required by A.R.S. ss. 36-1681(E) and A.D.H.S. Rule R9-3-101. TENANT'S INITIALS
ARE REQUIRED _________.
LANDLORD AND TENANT EXPRESSLY RELIEVE AND INDEMNIFY BROKERS FROM ANY AND ALL
LIABILITY AND RESPONSIBILITY FOR COMPLIANCE WITH ANY APPLICABLE POOL BARRIER
LAWS AND REGULATIONS.
LEAD-BASED PAINT DISCLOSURE: (INITIALS REQUIRED) The U.S. Department of Housing
and Urban Development requires a Lessor of most residential real property built
prior to 1978 to notify the Lessee of any known lead-based paint hazards, and to
provide the Lessee with any information contained in lead-based paint risk
assessments or inspections in the Lessor's possession. (These disclosure
requirement [sic] do no [sic] apply to certain leases including a lease of
property that has been determined by a certified lead-based paint inspector to
be free from lead-based paint or lead-based paint hazards; and short-term leases
of 100 days or less, as long as no renewal or extension of the lease can occur.)
By initialing below, Lessee acknowledges either:
|_| that the residence and buildings included in this lease were constructed
prior to 1978, and that the Lessee has received and executed the Disclosure
of Information on Lead-Based Paint and Lead-Based Paint Hazards, referenced
on Line 181 as the Lead-based Paint Addendum, and has received any reports,
records, pamphlets, and/or other materials referenced therein, including
the pamphlet "Protect Your Family from Lead in Your Home"; or
|X| that the residences and buildings included in this lease were constructed
in 1978 or later.
(LESSEE'S INITIALS ARE REQUIRED) __________ __________
LESSEE LESSEE
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MISCELLANEOUS MATTERS: The following shall be the responsibility of the party indicated:
A. Pool Maintenance: |_| Landlord |_| Tenant |_| Association |X| Not applicable
B. Pest Control: |_| Landlord |X| Tenant |_| Association |_| Not applicable
C. Yard Maintenance |X| Landlord |_| Tenant |_| Association |_| Not applicable
D. Homeowners' Association Fees |_| Landlord |_| Tenant |X| Not applicable
E. Miscellaneous: |_| Landlord |_| Tenant |_| Not applicable
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ADDITIONAL TERMS: No smoking permitted in loft unit.
ADDENDA:|_| Agency disclosure |_| Inventory List |_| Lead-based Paint |_| Other:
TENANT ACKNOWLEDGEMENT: BY SIGNING BELOW, TENANT ACKNOWLEDGES THAT: 1) A FREE
COPY OF THE ARIZONA RESIDENTIAL LANDLORD AND TENANT ACT IS AVAILABLE THROUGH THE
ARIZONA SECRETARY OF STATE'S OFFICE, A.R.S. SS. 33-1322; 2) THE LANDLORD SHALL
FURNISH UPON MOVE-IN, A MOVE-IN FORM FOR SPECIFYING ANY EXISTING DAMAGES TO THE
PREMISES; 3) THE TENANT IS HEREBY NOTIFIED THAT TENANT IS ENTITLED TO BE PRESENT
AT THE MOVE-OUT INSPECTION, A.R.S. SS. 33-1321(C); 4) TENANT UNDERSTANDS AND
AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ACKNOWLEDGES A RECEIPT
OF A COPY OF ALL FOUR (4) PAGES OF THE AGREEMENT AND ANY ADDENDA.
TIME FOR ACCEPTANCE: This is an offer to rent the Premises. Unless acceptance is
signed by Landlord and a signed copy delivered in person, by mail, or facsimile,
and received by Tenant or by Broker named on Line 207 by ________, 20__ at
______ AM/PM, Mountain Standard Time, or unless this offer to rent has been
previously withdrawn by Tenant, this offer to rent shall be deemed withdrawn and
the Tenant's xxxxxxx money shall be returned.
/S/ XXXXXXX X. XXXXXXX 7/1/04
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TENANT SIGNATURE MO/DA/YR TENANT SIGNATURE MO/DA/YR
XXXXXXX X. XXXXXXX
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TENANT(S): PRINT NAME(S) TENANT(S): PRINT NAME(S)
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TENANT ADDRESS TENANT ADDRESS
ACCEPTANCE
PROPERTY MANAGER, if any, authorized to manage the Premises and act on behalf of
Landlord pursuant to separate written agreement:
Xxx Xxxxxxx (000) 000-0000
The Xxxxxxx Companies
0000 X. Xxxxxx Xxxxxx Xx., #000, Xxxxxxxxxx, XX 00000
The Landlord or the person authorized to act on behalf of the Landlord for
receiving service of process, notices and demands is:
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NAME TELEPHONE
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FIRM TELEPHONE
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ADDRESS CITY/STATE/ZIP
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RENT SHALL BE PAYABLE TO: Xxx Xxxxxxx
At: 0000 X. Xxxxxx Xxxxxx Xx., #000
Xxxxxxxxxx, XX 00000
AGENCY CONFIRMATION: the Listing Broker is the agent of (check one) |_|the
Landlord exclusively, or |_| the Landlord and the Tenant.
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PRINT BROKER'S NAME PRINT AGENT'S NAME
LANDLORD ACKNOWLEDGEMENT: LANDLORD HAS READ THIS ENTIRE AGREEMENT. THE LANDLORD
ACKNOWLEDGES THAT LANDLORD UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED
HEREIN. THE LANDLORD ACCEPTS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS
OF THIS AGREEMENT. THE LANDLORD HAS RECEIVED A SIGNED COPY OF THIS AGREEMENT AND
DIRECTS THE BROKER TO DELIVER A SIGNED COPY TO THE TENANT, AND TO ANY OTHER
BROKER INVOLVED IN THIS AGREEMENT.
|_| Counter Offer is attached, which is incorporated herein by reference. If
there is a conflict between this Agreement and the Counter Offer, the
provisions of the Counter Offer shall be controlling. (Note: If this box is
checked, Landlord should sign both Agreement and Counter Offer.)
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LANDLORD/PROPERTY MANAGER SIGNATURE MO/DA/YR LANDLORD/PROPERTY MANAGER SIGNATURE MO/DA/YR
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LANDLORD/PROPERTY MANAGER: PRINT NAMES LANDLORD/PROPERTY MANAGER: PRINT NAMES
For Broker Use only: File No. ______________ Manager's Initials ____________
Broker's Initials_______ Date___________________________
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