OFFICE LEASE
BETWEEN
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM
a public entity created pursuant to the laws of the State of California,
the Landlord,
and
Casino Players Inc.
a Nevada Corporation
the Tenant
Dated as of: May 1, 2006
For Premises Located At
Coastal Tower
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx # 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
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STANDARD FORM OFFICE LEASE
This Standard Form Office Lease (this "Lease") is made as of May 1, 2006 (the
"Lease Date"), by and between Casino Players Inc. . a Nevada corporation
("Tenant").
Landlord and Tenant, intending to be legally bound, and in consideration of
their mutual covenants and all conditions of this Lease, covenant and agree
as follows.
1. BASIC LEASE PROVISIONS
In this Lease the following terms have the meanings set forth below.
1.1 Premises. Approximately 1,807 rentable square feet, known as Suite 618
and located on the sixth (6th) floor of the Building, as outlined on Exhibit
A attached to and made a part of this Lease space to be shared equally.
1.2 Building. The building commonly known and identified as Coastal Tower
containing approximately 261,676 rentable square feet, and all future
alterations, additions, improvements, restorations or replacements, with an
address of 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000.
1.3 Term. Sixty (60) months.
1.4 Commencement Date. May 1, 2006, subject to adjustment as set forth in
Article 3.
1.5 Expiration Date. The last day of the sixtieth (60th) month Term.
1.6 Base Rent. Is based on half the rate listed below (rate charged to
Casino Players)
Lease Months
Monthly Base Rent Annual Base Rent Per Rentable Square Foot
*1-12 $2,183.46 $14.50
13-24 $2,260.26 $15.01
25-36 $2,340.07 $15.54
37-48 $2,421.38 $16.08
49-60 $2,505.71 $16.64
*Notwithstanding anything to the contrary contained in this Lease, but
subject to the provisions of Section 25.8 of this Lease, Landlord and Tenant
agree that for the first (1st) month of the Term, the Base Rent due hereunder
shall be abated; provided, that Tenant agrees that notwithstanding the
foregoing Base Rent abatement, Tenant shall observe and perform all of the
other terms, covenants and provisions set forth in this Lease.
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1.7 Security Deposit. none
1.8 Intentionally Omitted.
1.9 Tenant's Proportionate Share of Operating Costs. .69% of the Operating
Costs as defined in Article 5 allocable to the Building, based upon the
rentable square feet of the Premises, compared to the total rentable square
feet of the Building.
1.10 Permitted Use. General office and administrative use, and for no other
use or purpose.
1.11 Tenant's Trade Name. Casino Players Inc.
1.12 Broker(s). Landlord's: CB Xxxxxxx Xxxxx, Inc.
Tenant's: Mink and Mink.
1.13 Guarantor(s): To be Xxxxxxx Xxxxxx.
1.14 Hours of Service (Section 17.1). The hours of service for the Building
shall be between 7:00 a.m. and 7:00 p.m., Monday through Friday, and between
7:00 a.m. and 1:00 p.m. on Saturday.
1.15 Landlord's Address.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
1.16 Tenant's Address.
Same
1.17 Parking. Seven (7) unreserved spaces at the prevailing rates
established by Landlord for the Building from time to time.
1.18 Amount due on Execution of Lease. Upon Tenant's execution of this
Lease, Tenant shall pay the following amount to Landlord:
Monthly Rent (including Tenant's Proportionate Share of Operating Costs and
Sales Tax): half of $3,676...$1,838.00 paid monthly by Tenant.
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2. PREMISES DEMISED
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
premises described in Section 1.1 ("Premises") on the terms and conditions
set forth in this Lease (including all exhibits and attachments hereto, which
are incorporated herein by reference). Tenant's obligations under this Lease
shall commence as of the Lease Date. .
3. TERM
The Term, Commencement Date and Expiration Date shall be as
specified in Sections 1.3, 1.4, and 1.5, respectively. However, the
Commencement Date will be May 1,
4. SECURITY DEPOSIT
Concurrently with Tenant's execution of this Lease, Tenant shall have zero
deposit with Landlord.
5. RENT
5.1 Tenant agrees to pay the Base Rent set forth in Section 1.6 for each
month of the Term, payable in advance on the first day of each month of the
Term commencing with the Commencement Date, without any deduction or setoff
whatsoever. All payments of Rent (as defined in Section 5.2) shall be
payable in lawful U.S. money. Payments shall not be deemed received until
actual receipt thereof by Landlord. If the Commencement Date is not the
first day of a month, or if the Expiration Date is not the last day of a
month, a prorated monthly installment shall be paid at the then current rate
for the fractional month during which this Lease commences or terminates. At
the time of execution of this Lease by Tenant, Tenant shall pay all money due
to Landlord as set forth in Article 1.
5.2 In addition to Base Rent, Tenant shall pay to Landlord on the first day
of each and every month of this Lease, one-twelfth (1/12th) of Landlord's
reasonable estimate of Tenant's Proportionate Share of Operating Costs for
that calendar year. The parties acknowledge that Landlord's initial estimate
of Operating Costs for the 2006 calendar year is equal to $9.90 per rentable
square foot. Such estimate is not a maximum or a cap, but only an estimate
which is subject to adjustment.
5.3 Tenant shall pay to Landlord each month, together with Tenant's monthly
installment of Base Rent and Tenant's Proportionate Share of Operating Costs
5.4 Tenant's Dispute of Operating Costs.
5.4.1 In the event Tenant disputes the actual amount due as Tenant's
Proportionate Share of Operating Costs and/or the actual amount of Operating
Costs, Tenant may give written notice to Landlord (the "Inspection Request
Notice") of Tenant's desire to review a summary of accounts. .
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6. INITIAL CONSTRUCTION
Tenant acknowledges that it accepts the Premises in its "As-Is" condition. .
7. REPAIRS & ALTERATIONS
7.1 Subject to reimbursement pursuant to Section 5.4, and subject to the
provisions of Section 7.2, and Articles 8 and 14, Landlord agrees to keep in
good condition the foundations, exterior walls.
7.2 Subject to the provisions of Section 7.1, and Articles 8 and 14, Tenant
shall keep and maintain the Premises in first class condition and repair, and
shall promptly make all necessary repairs thereto at Tenant's sole cost and
expense. .
7.3 Tenant may not make any improvements, alterations, additions or changes
to the Premises (collectively, the "Alterations") without first procuring the
written consent of Landlord. .
7.4 Except to the extent Tenant requests and Landlord designates otherwise
at the time Landlord approves such Alterations, all or any part of the
Alterations. .
7.5 Tenant shall construct such Alterations and perform such repairs in
conformance with any and all applicable rules and regulations of any federal,
state, county or municipal code. .
7.6 The charges for work performed by a contractor selected by Landlord
shall be deemed Rent under this Lease..
7.7 In the event that Tenant makes any Alterations, Tenant agrees to carry
"Builder's All Risk" insurance. .
8. FIRE OR CASUALTY DAMAGE
8.1 Repair of Damage to Premises by Landlord. If the Premises or any
portion of the Project is damaged by fire or other cause (the "Occurrence")
without the negligence or willful act of Tenant,Landlord may so elect to
terminate this Lease only if the Building shall be damaged by fire or other
cause
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8.2 Termination By Either Party.
8.2.1 If Landlord does not elect to terminate this Lease under the terms of
Section 8.1, but the damage required to be repaired by Landlord is not
repaired by the end of the 200 Day Period, then either Landlord or Tenant
(subject to Section 8.2.2), within thirty (30) days after the end of the 200
Day Period, may terminate this Lease by written notice to the other party, in
which event this Lease shall terminate as of the date of receipt of the
notice, and the Periodic Rent shall be apportioned and paid to the date of
termination (subject to abatement as provided below).
8.3 Rent Abatement. Subject to the last sentence of this Section 8.3,
during the period that the damaged portion of the Premises is rendered
untenantable by the damage, Periodic Rent shall be reduced by the ratio that
the rentable square footage of the Premises thereby rendered untenantable
bears to the total rentable square footage of the Premises, provided that (i)
Tenant does not occupy or use such untenantable portion of the Premises
during such rent abatement period, and (ii) Tenant shall, as soon as
reasonably practicable after the event purportedly giving rise to rent
abatement, give written notice to Landlord of Tenant's claim for rent
abatement and the basis therefor, including the date when Tenant vacated the
Premises or portion thereof as a result of the Occurrence.
8.4 Tenant Liability for Damages. Subject to Section 8.5, all injury or
damage to the Premises or the Building resulting from the gross negligence or
intentional acts or misconduct of any Tenant Persons shall be repaired at the
sole cost of Tenant.
8.5 Release to Extent of Insurance Proceeds. Notwithstanding any other
provisions of this Lease, and provided that any applicable insurance coverage
is not thereby invalidated, limited, or made more expensive, Tenant shall be
relieved from the obligation to repair or pay for physical injury or damage
to the Project resulting from the gross negligence or intentional act or
misconduct of any of Tenant Persons only to the extent that Landlord actually
receives insurance proceeds for complete payment in full for such repairs
from Tenant's or Landlord's insurance.
8.6 Insurance Deductible. Notwithstanding the preceding provisions in this
Article 8 concerning abatement of Periodic Rent, Tenant shall not be relieved
from its obligation to pay Tenant's Proportionate Share of the insurance
deductibles under insurance policies carried by Landlord.
8.7 Waiver of Statutes. The provisions of this Lease, including, without
limitation, this Article 8, constitute an express agreement between Landlord
and Tenant with respect to any and all damage to, or destruction of, all or
any part of the Premises.
9. INSURANCE
9.1 Tenant shall during the entire Term maintain the following insurance
coverage:
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Commercial General Liability Insurance for personal injury and property
damage claims arising out of Tenant's occupation or use of the Premises and
from its business operations, and including liability arising under any
indemnity set forth in this Lease in amounts of not less than $2 million for
each occurrence and $3 million for all occurrences each year.
9.1.1 Property damage insurance covering all Tenant's furniture, trade
fixtures, office equipment, merchandise and other property in the Premises
and all original and later-installed tenant improvements in the Premises.
This insurance shall be a "Causes of Loss Special Form" policy covering the
full replacement cost of the items covered and including vandalism, malicious
mischief, earthquake, and sprinkler leakage coverages.
9.1.2 All required workers' compensation or other similar insurance pursuant
to all applicable state and local statutes and regulations.
9.2 All insurance provided by Tenant under this Lease shall be coordinated
with any preceding, concurrent or subsequent, occurrence or claims made
insurance, in such a manner as to avoid any gap in coverage against claims
arising out of occurrences, conduct or events which take place during the
period beginning on the Lease Date and ending on termination of this Lease.
10. WAIVER AND INDEMNIFICATION
To the extent not prohibited by law, Landlord, shall not be liable for any
damage either to person or property or resulting from the loss of use
thereof, which damage is sustained by Tenant or by other persons claiming
through Tenant except for damage arising solely from the gross negligence or
intentional misconduct of Landlord Persons.
10.1 The Premises are leased to Tenant for the sole purpose set forth in
Section 1.10 and Tenant shall not use or permit the Premises to be used for
any other purposes without the prior written consent of Landlord, which
consent may be withheld in Landlord's sole and absolute discretion.
11. SIGNS
Travel Hot Link and Invicta Group will be on building register and outside of
office.
12. ASSIGNMENT AND SUBLETTING
Tenant shall not assign, transfer, or otherwise encumber this Sub Lease, or
any part thereof, nor shall any Transfer of this Lease or the right of
occupancy be effected by operation of law or otherwise, without the prior
written consent of Landlord.
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12.1 In the event of a proposed assignment or subletting, Landlord shall
also have the right, by notice to Tenant, to terminate this Lease in the
event of an assignment as to all of the Premises and, in the event of a
sublease, as to the subleased portion of the Premises and to require that all
or part, as the case may be, of the Premises be surrendered to Landlord for
the balance of the Term (collectively "Recapture the Lease").
Notwithstanding the previous sentence, if, before entering into a proposed
assignment or sublease, Tenant gives written notice to Landlord of Tenant's
intention to sublease or assign, and Landlord does not, within fifteen (15)
business days after Landlord's actual receipt of such written notice and all
information requested by Landlord relating to such proposed assignment or
subletting, inform Tenant that Landlord intends to Recapture the Lease, then
Landlord may not Recapture the Lease by reason of such proposed assignment or
subletting, provided that: (i) if Landlord consents to the proposed
assignment or subletting, Tenant shall complete such assignment or sublease
within one hundred twenty (120) days after the end of such fifteen (15) day
period, and (ii) nothing contained in this Section 13.2 shall be deemed to
waive any of Landlord's rights to approve or disapprove a Transfer as
provided in Section 13.1 of this Lease.
13. EMINENT DOMAIN
In the event any portion of the Premises is taken from Tenant under eminent
domain proceedings, Tenant shall have no right, title or interest in any
award made for such taking, except for any separate award for fixtures and
improvements installed by Tenant and which have not become the property of
Landlord. WAIVER AND SEVERABILITY
13.1 The consent of Landlord in any instance to any variation of the terms
of this Lease, or the receipt of Rent with knowledge of any breach, shall not
be deemed to be a waiver as to any breach of any Lease covenant or condition,
nor shall any waiver occur to any provision of this Lease except in writing,
signed by Landlord or Landlord's authorized agent. The waiver or
relinquishment by Landlord of any right or power contained in this Lease at
any one time or times shall not be considered a waiver or relinquishment of
any right or power at any other time or times. If Tenant tenders payment to
Landlord of an amount which is less than the Rent then due to Landlord, at
Landlord's option, Landlord may reject such tender, and such tender shall be
void and of no effect, or Landlord may accept such tender, without prejudice
to Landlord's right to demand the balance due. This Lease constitutes the
entire agreement of the parties and supersedes any and all prior or
contemporaneous written or oral negotiations, correspondence, understandings
and agreements between the parties respecting the subject matter hereof. No
supplement, modification or amendment to this Lease shall be binding unless
executed in writing by both parties.
13.2 If any term or provision of this Lease or any application shall be
invalid or unenforceable, then the remaining terms and provisions of this
Lease shall not be affected.
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14. USE OF COMMON FACILITIES
As used in this Lease, "Common Areas" shall mean all areas within the Project
which are available for the common use of tenants of the Project and which
are not leased or held for the exclusive use of Tenant or any other tenant.
Common Areas include without limitation parking areas and driveways,
sidewalks, loading areas, lobbies, stairways, elevators, access road,
corridors, landscaped and planted areas. Use of the Common Areas may be
restricted by Landlord from time to time for purposes of repairs or
renovations.
15. SERVICES
15.1 Landlord shall furnish to the Premises throughout the Term (i)
electricity, heating and air conditioning appropriate for the Tenant's use
during the hours specified in Section 1.14, except for legal holidays,
observed by the federal government, (ii) reasonable janitorial service, (iii)
regular trash removal from the Premises.
15.2 If Tenant requires or requests that the services to be furnished by
Landlord (except Building standard electricity and elevator service) be
provided during periods in addition to the periods set forth in Section 1.14,
then Tenant shall obtain Landlord's consent and, if consent is granted, shall
pay upon demand the cost of such excess consumption, the cost of the
installation, operation, and maintenance of equipment which is installed in
order to supply or meter such excess consumption, and the cost of the
increased wear and tear on existing equipment caused by such excess
consumption. Landlord may, from time to time during the Term, set a per hour
charge for after-hours service which shall include the cost of utility
service, labor costs, administrative costs and a cost for depreciation of the
equipment used to provide after-hours service.
15.3 All telephone, electricity, gas, heat and other utility service
furnished to the Premises shall be paid for by Tenant except to the extent
the cost is included within Operating Costs. Landlord reserves the right to
separately meter or monitor the utility services provided to the Premises.
The cost of any meter shall be borne by Tenant if, in Landlord's judgment,
Tenant may be using a disproportionate share of one or more utilities.
16. ENTRY OF LANDLORD
Landlord reserves the right to enter upon the Premises at all reasonable
times. SUBSTITUTED PREMISES
17. SUBORDINATION AND ATTORNMENT
This Lease is subject and subordinate to all ground or underlying leases
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ESTOPPEL CERTIFICATES
Tenant shall at any time upon not less than ten (10) days prior written
notice from Landlord execute, acknowledge and deliver to Landlord a statement
in writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and
certifying that this Lease, as so modified, is in full force and effect) and
the date to which the Periodic Rent is paid in advance, if any, (ii)
acknowledging that there are not, to Tenant's knowledge, any uncured Landlord
defaults, or specifying such defaults if any are claimed, and (iii)including
any other information, certification or acknowledgement as may be reasonably
requested by Landlord. Any such statement may be conclusively relied upon by
a prospective purchaser or encumbrancer of the Premises.
18. BUILDING RULES AND REGULATIONS
Tenant agrees to abide by all rules and regulations of the Building imposed
by Landlord. These rules and regulations, presented as Exhibit D attached
hereto, are imposed for the cleanliness, good appearance, proper maintenance,
good order and reasonable use of the Premises and the Building, and as may be
reasonably necessary for the proper enjoyment of the Building by all tenants
and their clients, customers and employees. The rules and regulations may be
changed from time to time by the Landlord on reasonable notice to Tenant.
Landlord shall not be responsible to Tenant for the nonperformance of any
rules and regulations by or otherwise with respect to the acts or omissions
of any other tenant or occupants of the Project.
19. NOTICES
All notices or other communications between the parties shall be in writing
and shall be deemed duly given, if delivered in person, or upon the earlier
of receipt, if mailed by certified or registered mail, or three (3) days
after certified or registered mailing, return receipt requested, postage
prepaid, addressed and sent to the parties at their addresses set forth in
Sections 1.15 and 1.16. Landlord and Tenant may from time to time by written
notice to the other designate another address for receipt of future notices.
20. EVENTS OF DEFAULT
Each of the following shall constitute an "Event of Default:" (i) Tenant
fails to pay Rent when due, (ii) Tenant fails to observe or perform any other
Lease term, condition, obligation or covenant binding upon, or required of
Tenant, within ten (10) days after notice from Landlord, (iii) Tenant
abandons the Premises; (iv) Tenant or any guarantor of this Lease makes or
consents to a general assignment for the benefit of creditors or a common law
composition of creditors, or a receiver of the Premises or all or
substantially all of Tenant's or guarantor's assets is appointed, (v) Tenant
or any guarantor files a voluntary petition in any bankruptcy or insolvency
proceeding, or an involuntary petition in any bankruptcy or insolvency
proceeding is filed against Tenant or any guarantor, and is not discharged by
Tenant or the guarantor within sixty (60) days, (vi) any guarantor repudiates
or breaches its guaranty in any way, (vii) there is a Transfer (as defined in
Article 13) of the Premises or the Lease by Tenant, without the prior written
consent of Landlord as required by Article 13, or (viii) Tenant fails to
occupy the Premises within ten (10) business days after the Premises are
Substantially Completed.
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21. LANDLORD'S REMEDIES
21.1 Upon the occurrence of an Event of Default, Landlord, at its option,
without further notice or demand to Tenant, shall have in addition to all
other rights and remedies provided in this Lease, at law or in equity, the
option to pursue any one or more of the following remedies, each and all of
which shall be cumulative and nonexclusive, without any notice or demand
whatsoever.
21.1.1 Terminate this Lease and Tenant's right to possession of the
Premises;
21.1.2 Terminate Tenant's right to possession of the Premises, but not
terminate the Lease.
21.2 In either event, Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice to
any other remedy which it may have for possession or arrearages in Rent,
enter upon and take possession of the Premises and expel or remove Tenant and
any other person who may be occupying the Premises or any part thereof,
without being liable for prosecution or any claim or damages therefor and
Tenant hereby waives service of any notice of intention to re-enter or to
institute legal proceedings to that end.
21.3 Whether or not Landlord elects to terminate this Lease, all Rent for
the balance of the Term will, at the election of Landlord, be accelerated for
the balance of the Term, net of amounts actually collected by Landlord, shall
become immediately due thereupon and be paid, together with all expenses of
every nature which Landlord may incur such as (by way of illustration and not
limitation) those for attorneys' fees, brokerage commissions, advertising,
and refurbishing the Premises in good order or preparing them for re-rental;
and/or at Landlord's option;
21.4 Landlord may re-let the Premises or any part thereof, either in the
name of Landlord or otherwise, for a term or terms which may at Landlord's
option be less than or exceed the period which would otherwise have
constituted the balance of the Term, and may grant concessions or fee rent or
charge a higher rental than that reserved in this Lease; and/or at Landlord's
option;
21.5 Tenant or its representative(s) will also pay to Landlord as liquidated
damages any deficiency between all Rent to be paid hereunder and the net
amount, if any, of the rents collected by Landlord on account of the lease or
leases of the Premises the period which would otherwise have constituted the
balance of the Term.
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21.6
21.7 Whether or not Landlord elects to terminate this Lease on account of
any default by Tenant, as set forth in this Article 25, Landlord shall have
the right to terminate any and all subleases, licenses, concessions or other
consensual arrangements for possession entered into by Tenant and affecting
the Premises or may, in Landlord's sole discretion, succeed to Tenant's
interest in such subleases, licenses, concessions or arrangements. In the
event of Landlord's election to succeed to Tenant's interest in any such
subleases, licenses, concessions or arrangements, Tenant shall, as of the
date of notice by Landlord of such election, have no further right to or
interest in the rent or other consideration receivable thereunder.
21.8 If Tenant fails to pay any Rent within five (5) days after the Rent
becomes due and payable, Tenant shall pay to Landlord a late charge of ten
percent (10%) of the amount of overdue Rent. In addition, any late Rent
payment shall bear interest from the date that Rent became due and payable to
the date of payment by Tenant at the interest rate of fifteen percent (15%)
per annum, provided that in no case shall such rate be higher than the
highest rate permitted by applicable law. Late charges and interest shall be
due and payable within two (2) days after written demand from Landlord.
21.9 In addition to all other remedies of Landlord, any agreement by
Landlord for the giving or paying by Landlord to or for Tenant, of any cash
or other bonus, inducement or consideration for Tenant's entering into this
Lease, any rent credits or tenant improvement construction allowances
provided to Tenant, or any and all direct and indirect costs incurred by
Landlord arising out of the design or construction of any tenant improvements
for the Premises (or allowances therefor) in connection with this Lease, all
of which concessions are hereinafter collectively referred to as "Landlord
Concessions," shall be deemed conditioned upon Tenant's full and faithful
performance of all of the terms, covenants and conditions of this Lease to be
performed by Tenant during the term of this Lease.
22. RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT
If an Event of Default occurs, then Landlord may (but shall not be obligated
to) make such payment or do such act to cure the Event of Default, and charge
the expense, together with interest, at the interest rate set forth in
Section 25.8, to Tenant. Payment for the cure shall be due and payable by
the Tenant upon demand; however, the making of any payment or the taking of
such action by Landlord shall not be deemed to cure the Event of Default or
to stop Landlord from the pursuit of any remedy to which Landlord would
otherwise be entitled.
23. COMPLIANCE WITH LAW
Tenant shall not do anything or suffer anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance or
other governmental rule, regulation or requirement now in force or which may
hereafter be enacted or promulgated.
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24. BENEFIT
Subject to the provisions of Article 13 hereof, the rights, duties and
liabilities created hereunder shall inure to the benefit of and be binding
upon the parties hereto, their heirs, personal representatives, successors
and assigns.
25. PROHIBITION AGAINST RECORDING
Except as provided in this Lease, neither this Lease, nor any memorandum,
affidavit or other writing with respect thereto, shall be recorded by Tenant
or by anyone acting through, under, or on behalf of Tenant, and the recording
thereof in violation of this provision shall make this Lease null and void at
Landlord's election.
26. TRANSFER OF LANDLORD'S INTEREST
Tenant acknowledges that Landlord has the right to transfer all or any
portion of its interest in the Project and Building and in this Lease, and
Tenant agrees that in the event of any such transfer and a transfer of the
security deposit, Landlord shall automatically be released from all liability
under this Lease and Tenant agrees to look solely to such transferee for the
performance of Landlord's obligations hereunder after the date of transfer.
Tenant further acknowledges that Landlord may assign its interest in this
Lease to a mortgage lender as additional security and agrees that such an
assignment shall not release Landlord from its obligations hereunder and that
Tenant shall continue to look to Landlord for the performance of its
obligations hereunder.
27. FORCE MAJEURE
Any prevention, delay or stoppage due to strikes, lockouts, labor disputes,
acts of God, inability to obtain services, labor or materials or reasonable
substitutes therefore, governmental actions, civil commotions, fire or other
casualty, and other causes beyond the reasonable control of the party
obligated to perform (collectively, "Force Majeure"), except with respect to
the obligations imposed with regard to Rent and other charges to be paid by
Tenant pursuant to this Lease, and Tenant's obligations under Articles 10, 11
and 27 of this Lease notwithstanding anything to the contrary contained in
this Lease, shall excuse the performance of such party for a period equal to
any such prevention, delay, or stoppage and, therefore, if this Lease
specifies a time period for performance of an obligation of either party,
that time period shall be extended by the period of any delay in such party's
performance caused by a Force Majeure.
28. BUILDING RENOVATIONS
Tenant hereby acknowledges that Landlord is currently renovating and will
accept space as is.
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29. ATTORNEYS' FEES
If either party commences litigation against the other for the specific
performance of this Lease, for damages for breach hereof or otherwise for
enforcement of any remedy hereunder, the parties hereto agree to, and hereby
do waive any right to a trial by jury and, in the event of any such
commencement of litigation, the prevailing party shall be entitled to recover
from the other party such costs and reasonable attorneys' fees as may have
been incurred, as well as reasonable attorneys' fees and costs incurred in
enforcing any judgment against the non-prevailing party.
30. SURRENDER OF THE PREMISES
Tenant shall peaceably surrender the Premises to Landlord on the Expiration
Date or earlier termination of this Lease, in broom-clean condition and in as
good condition as when Tenant took possession, including, without limitation,
the repair of any damage to the Premises. HOLDING OVER
In the event that Tenant shall not immediately surrender the Premises to
Landlord on the Expiration Date or earlier termination of this Lease, Tenant
shall be deemed to be a month to month tenant upon all of the terms and
provisions of this Lease, provided however, the monthly Base Rent shall be
twice the monthly Base Rent in effect during the last month of the Term.
JOINT AND SEVERAL
If there is more than one Tenant, the obligations imposed upon Tenant under
this Lease shall be joint and several.
31. GOVERNING LAW
This Lease shall be construed and enforced in accordance with the laws of the
State of Florida.
32. SUBMISSION OF LEASE
Submission of this instrument for examination or signature by Tenant does not
constitute a reservation of or an option for lease, and it is not effective
as a lease or otherwise until execution and delivery by both Landlord and
Tenant.
33. BROKERS
Landlord and Tenant hereby warrant to each other that they have had no
dealings with any real estate broker. ..
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34. HAZARDOUS MATERIALS
34.1 As used in this Lease, the term "Hazardous Material" means any
flammable items, explosives, radioactive materials, hazardous or toxic
substances.
35. LANDLORD'S RESERVATIONS
In addition to the other rights of Landlord under this Lease, Landlord
reserves the right to change the name on office door.
36. PARKING
Tenant shall receive the use of the number of parking spaces set forth in
Section 1.17 upon Tenant's compliance with all parking rules and regulations
issued from time to time by Landlord.
37. GUARANTY
Landlord's execution of this Lease conditioned upon its receipt of a
guaranty of Tenant's obligations under this Lease (the "Guaranty") executed
by the guarantor(s) (if any) named in Section 1.13.
38. CONFIDENTIALITY
Tenant acknowledges and agrees that the terms of this Lease and any future
amendments or other agreements in connection with this Lease are confidential
and constitute proprietary information of Landlord. Disclosure of the terms
could adversely affect the ability of Landlord to negotiate other leases and
impair Landlord's relationship with other tenants.
39. INTERPRETATION OF LEASE
Landlord and Tenant have had the opportunity to review and revise this Lease.
As such, this Lease shall be construed and interpreted as the joint work
product of Landlord and Tenant and/or their attorneys. The rule of
construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in any interpretation of this Lease.
This Lease and all of its terms shall be construed equally as to Landlord and
Tenant.
40. ACKNOWLEDGMENT, REPRESENTATION AND WARRANTY REGARDING PROHIBITED
TRANSACTIONS
Tenant hereby acknowledges that Landlord is Casino Players Inc. RADON GAS
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RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED
IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT A HEALTH RISK TO PERSONS
WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND
STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL
INFORMATION REGARDING RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC
HEALTH UNIT.
41. WAIVER OR REDEMPTION AND JURY TRIAL
TENANT HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS OF REDEMPTION CONFERRED BY
STATUTE OR OTHERWISE, AND, WITH RESPECT TO ANY LITIGATION ARISING OUT OF THIS
LEASE, AND TO THE EXTENT PERMITTED BY LAW, LANDLORD AND TENANT WAIVE THE
RIGHT TO A TRIAL BY JURY AND THE RIGHT TO FILE IN SUCH ACTION ANY
COUNTERCLAIMS OR CROSS-CLAIMS AGAINST THE OTHER (OTHER THAN COMPULSORY
COUNTERCLAIMS OR CROSS-CLAIMS).
42. EXECUTIVE 13224
Tenant hereby represents and warrants to Landlord that Tenant is not: (1) in
violation of any Anti-Terrorism Law; (2) conducting any business or engaging
in any transaction or dealing with any Prohibited Person, including, without
limitation, the making or receiving of any contribution of funds, goods or
services to or for the benefit of any Prohibited Person; (3) dealing in, or
otherwise engaging in any transaction relating to, any property or interest
in property blocked pursuant to Executive Order No. 13224; (4) engaging in or
conspiring to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate any of the
prohibitions set forth in any Anti-Terrorism Law; or (5) a Prohibited Person,
nor are any of its partners, members, managers, officers or directors a
Prohibited Person. As used herein, "Anti-Terrorism Law" is defined as any
law relating to terrorism, anti-terrorism, money laundering or anti-money
laundering activities, including Executive Order No. 13224 and Title 3 of the
USA Patriot Act. As used herein "Executive Order No. 13224" is defined as
Executive Order No. 13224 on Terrorist Financing effective September 24,
2001, and relating to "Blocking Property and Prohibiting Transactions With
Persons Who Commit, or Support Terrorism." "Prohibited Person" is defined as
(i) a person or entity that is listed in the Annex to Executive Order 13224;
(ii) a person or entity with whom Tenant or Landlord is prohibited from
dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
or (iii) a person or entity that is named as a "specially designated national
and blocked person" on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control at its official website,
xxxx://xxx.xxxxx.xxx/xxxx/x00xxx.xxx or at any replacement website or other
official publication of such list. "USA Patriot Act" is defined as the
"Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001" (Public Law 107-56).
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43. COUNTERPARTS
This Lease may be executed in counterparts, each of which shall be deemed an
original, but such counterparts, when taken together, shall constitute one
agreement.
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IN WITNESS WHEREOF, the parties hereto have executed or caused this Lease to
be executed by their authorized agents as of the Lease Date.
Witnessed: "Landlord":
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM, a public entity created pursuant
to the laws of the State of California
____________________________ By:__________________________
Witness Name:________________ Authorized Signatory
____________________________
Witness Name:_______________
"Tenant":
CASINO PLAYERS Inc.
a Nevada corporation
____________________________ By:__________________________
Witness Name:_______________ Authorized Signatory
____________________________
Witness Name:_______________
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