EXHIBIT 10.25
THE RIBEIRO CORPORATION
[LOGO OF This Lease made and entered into this 23RD day of JANUARY, 1997,
THE ---- ------- --
RIBEIRO "by and between, THE RIBEIRO CORPORATION, hereinafter called
CORPORATION] -----------------------
"LESSOR", and SILICON GAMING, hereinafter called "LESSEE".
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WITNESSETH:
DEMISED Lessor hereby leases, demises and lets unto Lessee, and Lessee
PREMISES hereby leases, hires and takes from Lessor those certain
premises hereinafter called the "Demised Premises," located in
that certain building (the "Building"), described as follows:
THAT CERTAIN 2,718 SQUARE FEET OF OFFICE SPACE AND 1,549 SQUARE
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FEET OF WAREHOUSE SPACE LOCATED AT 000 XXXX XXXXXX, XXXX, XXXXXX
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89502 KNOWN AS XXXXX #0, 0, 0 & 00 XX XXXXXXXX XX RED ON THE
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ATTACHED PLAT MAP MARKED EXHIBIT "A".
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This lease is made upon the following terms, covenants, and
conditions to which the parties hereby agree:
TERM 1. The term of this Lease shall commence on SEPTEMBER 1, 1997,
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and shall continue for a term of SIXTY (60) months from and
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after said date of commencement. If the Demised Premises
require improvements to be constructed by the Lessor prior to
occupancy of the said premises by the Lessee, said improvements
shall be set out in "Exhibit A" attached hereto, consisting of
plans, specifications and descriptions of the work to be
performed prior to said date of occupancy, together with the
specification as to the cost of such improvements and the party
to bear such cost of improvement. If, despite Lessor's best
efforts, said premises, as improved in accordance with THE
agreement of the parties, is not delivered by Lessor on or
before :N/A, 19N/A, this Lease shall have no further force or
effect and each party shall be relieved of all obligations, each
to the other, provided that said date will be extended for a
period equal to the time construction has been delayed due to
causes beyond the reasonable control of Lessor.
RENTAL 2. (a) Lessee agrees to pay a Base Monthly Rental (plus any
excise, privilege or sales taxes or any tax levied on the
rentals or the receipt thereof, except Lessor's income tax) on
the first day of each calendar month throughout the demised term
without offset or deduction of any kind. Rental is to be paid in
lawful money of the United States of America, which shall be
legal tender at the time of payment of rents, as follows:------
09-01-97 TO 08-31-98: FOUR THOUSAND FORTY FIVE DOLLARS AND
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NO/l00's ($4,045.00) PER MONTH
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09-01-98 TO 08-31-99: FOUR THOUSAND ONE HUNDRED SIXTY SIX
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DOLLARS AND NO/1OO's ($4,166.00) PER MONTH
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09-01-99 TO 08-31-00: FOUR THOUSAND TWO HUNDRED NINETY ONE
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DOLLARS AND NO/100's ($4,291.00) PER MONTH
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09-01-00 TO 08-31-01: FOUR THOUSAND FOUR HUNDRED TWENTY DOLLARS
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AND NO/100's ($4,420.00) PER MONTH
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09-01-01 TO 08-31-02: FOUR THOUSAND FOUR HUNDRED FIFTY THREE
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(b) Lessee understands that the issuance of a check or draft
without funds or with intent to defraud is a criminal offense
punishable by imprisonment or by a fine or both fine and
imprisonment.
(c) In the event the term of this Lease commences other than on
the first day of a calendar month, or if the termination date is
not the last day of a month, a pro-rated monthly installment
shall be paid for the fractional month during which this Lease
commences and/or terminates. Payment of rent shall be made by
Lessee to Lessor at such addresses as shall from time to time be
designated by Lessor to Lessee in writing.
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(d) If any payment of Base Monthly Rental is not received by
Lessor by the tenth (10th) day of the calendar month in which it
is due, then that Base Monthly Rental payment shall be increased
by five percent (5%). Accordingly, if received after the tenth
(10th) of the month, Base Monthly Rental shall be: 09-01-97 TO
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08-31-98: FOUR THOUSAND TWO HUNDRED FORTY SEVEN DOLLARS AND
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29/100's ($4,247.29)
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09-01-98 TO 08-31-99: FOUR THOUSAND THREE HUNDRED SEVENTY FOUR
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DOLLARS AND 30/100's ($4,374.30)
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09-01-99 TO 08-31-00: FOUR THOUSAND FIVE HUNDRED FIVE DOLLARS
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AND 55/100's ($4,505.55)
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09-01-00 TO 08-31-01: FOUR THOUSAND SIX HUNDRED FORTY ONE
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DOLLARS AND 00/100's ($4,641.00)
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09-01-01 TO 08-31-02: FOUR THOUSAND SEVEN HUNDRED EIGHTY
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DOLLARS AND 65/100's ($4,780.65)
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Nothing in this Lease shall be construed to permit the payment
of rent after the date on which it is due. The parties hereby
agree that such late charge represents a fair and reasonable
estimate of the costs Lessor will incur by reason of late
payment by Lessee. Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee's default with
respect to such overdue amount, nor excuse or cure any default
by Lessee under this Lease, nor prevent Lessor from excising any
of the other rights and remedies granted hereunder.
(e) "Rent", "Rental", "rent" or "rental" includes the Base
Monthly Rental and other sums as may be due from Lessee pursuant
to any of the provisions of this Lease, and any other sums, or
becoming payable to Lessor under this Lease.
(f) In the event a check comes back for non-sufficient funds, a
services fee of $25.00 Will be assessed to the Lessee.
DEPOSIT 3. For and as additional consideration for the making of this
Lease, Lessee shall pay to Lessor, upon execution of the Lease,
the sum of: TWO THOUSAND SIX HUNDRED NINETY FIVE DOLLARS AND
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NO/100's ($2,695.00) PLUS $1,350.00 TRANSFERRED FROM 0000
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XXXXXXX XXXX, #00 & 00, XXXX, XXXXXX 00000, as a security
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deposit to insure Lessee's faithful performance of the terms,
conditions, covenants, and agreements of this Lease. THE
SECURITY DEPOSIT MAY NOT BE APPLIED AGAINST RENTAL PAYMENTS by
the Lessee. If the Lessee fully complies with all the terms,
conditions, covenants and agreements of the Lease, then within
thirty (30) days after the expiration of the Lease term, and
cleanup completed in conjunction with Paragraph 33, the security
deposit without interest shall be refunded to Lessee (or, at
Lessor's option at the last permitted assignee of Lessee's
interests hereunder) less the reasonable value of damages
suffered by the Lessor, including but not limited to rental
delinquencies, costs of repairs, cleaning, lock and key change
charges, and other obligations of Lessee to Lessor.
TAXES, 4. (a) As additional rental, Lessee agrees to pay to Lessor in
INSURANCE & each year of the term of this lease a pro-rated amount equal
ASSESSMENTS to any rate increase of liability and casualty insurance
required by the insurance company upon the building and Demised
Premises in addition to an amount equal to any increases in
taxes, general or special assessments, improvements or
retrofitting expenses assessed by any federal, state or
municipal authority for the real property of which the Building
and Demised Premises are a part of. The pro-ration of the
insurance, taxes and assessments set forth above shall be based
upon the percentage of the total floor space of the Building and
Demised Premises, whether occupied or not, to the amount of
floor space being leased by Lessee. Such additional rental shall
be paid as soon as the amount thereof shall have been determined
and upon written demand therefore by Lessor to Lessee, with the
next succeeding installment of rental. Such additional rental
shall be pro-rated for the first and last years of the demised
term to reflect periods during either or both of said years not
included within the demised term.
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(b) Lessee agrees to pay or cause to be paid, before
delinquency, any and all taxes levied or assessed and which
become payable during the term hereof upon all equipment,
furniture, fixtures and other personal property located in the
Demised Premises, except that which may be owned by Lessor.
PURPOSE 5. Lessee agrees to use and occupy the Demised Premises during
the term of this Lease for the purpose of: SALES AND
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DISTRIBUTION OF GAMING PRODUCTS and for no other purpose
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whatsoever without the written consent of Lessor, Lessee shall
not use, or permit the Demised Premises, or any part thereof, to
be used, for any purpose or purposes other than the purpose for
which said premises are hereby leased; and no use shall be made
of the Demised Premises, or acts done, which will increase the
rate of insurance upon the Building in which said premises may
be located over the standard rate of insurance prevailing in the
area in which said premises are located, or cause a cancellation
of any: part thereof, or make it impossible for Lessor to obtain
an insurance policy covering the Building or any part thereof.
If the rate of any insurance carried by Lessor is increased as a
result of Lessee's use, Lessee shall pay to Lessor the increase
within ten (10) days after Lessor delivers to Lessee a certified
statement from Lessor's insurance carrier stating that the rate
of increase was caused solely by an activity of Lessee on the
premises as permitted in this Lease. Any other provision hereof
to the contrary notwithstanding, Lessee shall not do or permit
anything to be done in or about the premises which will in any
way obstruct or interfere with the rights of other Lessees or
occupants of the Building or injure or annoy them or use or
allow the premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Lessee cause,
maintain or permit any nuisance in, on or about the premises.
Lessee will not commit or suffer to be committed any waste in or
upon the premises.
ALTERATIONS 6. (a) Lessee shall not, without Lessor's prior written
AND ADDITIONS consent, make any alterations, additions or utility
installations in, on, or about the Demised Premises. As used in
Paragraph 6(a), the term "utility installations" shall include
ducting, power panels, florescent fixtures, space heaters,
conduit and wiring. As a condition to giving such consent,
Lessor may require that Lessee agree to remove any such
alterations, additions, improvements or utility installations at
the expiration of the demised term and to restore the Demised
Premises to their prior condition. As a further condition to
giving such consent, Lessor may require Lessee to provide
Lessor, at Lessee's sole cost and expense, a lien and completion
bond in an amount equal to one and one half (1 1/2) times the
estimated cost of such improvements, to insure Lessor against
any liability for mechanics' and material men's liens and to
insure completion of the work.
(b) Unless Lessor requires their removal, as set forth in
Paragraph 6(a), all alterations, additions, improvements and
utility installments (whether or not such utility installations
constitute trade fixtures of Lessee), which may be made on the
Demised Premises, shall at the expiration or earlier termination
of the Lease become the property of the Lessor and remain upon
and be surrendered with the Demised Premises. Notwithstanding
the provisions of this Paragraph 6(b), personal property,
business and trade fixtures, cabinetwork, furniture, movable
partitions, machinery and equipment, other than that which is
affixed to the Demised Premises so that it cannot be removed
without material damage to the Demised Premises, shall remain
the property of Lessee and may be removed by Lessee subject to
the provisions of Paragraph 32, at any time during the term of
this Lease when Lessee is not in default hereunder.
(c) If space is equipped with air conditioning and heating
system, Lessor has designed air conditioning and heating
systems for standard office occupancy only. Such systems are NOT
designed for excessive traffic, exposure to outside
temperatures, excessive equipment, excessive personnel, nor
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computer room environment. Upgrading of air conditioning and
heating Systems can be done at Lessee's expense.
GLASS AND 7. Lessee shall be responsible for all doors and glass
DOORS damages by wind, vandalism, etc., on the Demised Premises, and
Lessee shall forthwith replace or repair same at Lessee's sole
expense.
ABANDONMENT 8. Lessee agrees not to vacate or abandon the Demised Premises
at any time during the demised term. Should Lessee vacate or
abandon the Demised Premises or be dispossessed by process of
law or otherwise, such abandonment, vacation or dispossession
shall be a default hereunder. Lessee agrees that any property
not claimed within thirty (30) days after the abandonment of the
Demised Premises by the Lessee, or after the expiration or
earlier termination of, this Lease, becomes the property of the
Lessor and shall be sold by the Lessor and the Lessor is to
retain the proceeds derived therefrom as reimbursement for costs
related to storing said property, and not as a penalty.
LESSOR'S 9. If during the term of this Lease, Lessor shall convey its
CONVEYANCE interest in the Demised Premises, then from and after the
effective date of the conveyance, Lessor shall be released and
discharged from any and all obligations under this Lease except
those already accrued.
REPAIRS 10. LESSEE, AT LESSEE'S SOLE EXPENSE, SHALL REPAIR AND MAINTAIN
THE DEMISED PREMISES and every part thereof, including but not
limited to all glazing, skylights, and signs in good, safe and
sanitary condition, except those portions which Lessor agrees to
maintain in the Paragraph 10. Lessor shall, at Lessor's expense,
repair and maintain only the heating and air conditioning
equipment and the exterior walls, exterior roof and cement
bedded or sub surface non-accessible plumbing serving the
Demised Premises, sidewalks, driveways, landscaping and parking
lots, except that Lessee shall reimburse Lessor for any costs
incurred by Lessor in repair and maintenance of damage caused by
the intentional or negligent act of Lessee, its officers,
agents, partners, employees, tradesmen or customers. Lessor
shall not be liable to Lessee or any other party whatsoever for
any damage or injury caused by Lessor's failure to keep or
maintain said heating and air conditioning equipment, exterior
walls, exterior roof, cement-embedded or sub-surface, non-
accessible plumbing, landscaping, sidewalks, driveways, and
parking lots unless Lessee has given Lessor written notice of
the need to repair said portions of the Demised Premises and
Lessor has failed to make said repairs within a reasonable time
after receiving written notice. By entry hereunder, Lessee
accepts the Demised Premises as being in good and sanitary
order, condition and repair. It is understood and agreed that
Lessor has no obligation to alter, remodel, improve, repair,
decorate, or paint the Demised Premises or any part thereof,
except as specifically herein set forth, and no representation's
respecting the condition of the Demised Premises have been made
by Lessor to Lessee, except as specifically herein set forth.
LAWS AND 11. (a) Lessee at its own cost and expense shall comply with
REGULATIONS all laws, rules, and orders of all Federal, State and Municipal
Governments, or departments, which may be applicable to the
Demised Premises.
(b) Lessee shall faithfully observe and comply with the rules
and regulations adopted by Lessor from time to time and all
modifications of and additions thereto from time to time put
into effect by Lessor. Lessor shall not be responsible to Lessee
for the nonperformance by any other Lessee or occupant of the
Building of any of said rules and regulations.
INDEMNIFI- 12. Lessor shall not be liable to Lessee, its officers,
CATION agents, employees, customers, invitees or third parties for any
loss or damage to property, including goods, wares and
merchandise, or for any injury or death to persons, in, on, or
about the Demised Premises. Lessee agrees to indemnify and hold
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Lessor harmless of and from any and all costs, expenses,
claims, demands, obligations, and liabilities, cause or causes
or action by reason of or in connection with the condition of,
state of, repair, or use of the Building, common areas, Demised
Premises or appurtenant thereto including all adjacent
sidewalks, alleys, and parking lots.
SIGNS AND 13. Lessee shall not place or permit to be placed any
AUCTIONS advertising, sign, marquee, awning, decoration, or other
attachment to the common areas, or in or on the Building or the
real property on which the Building is situated or on the roof,
front, windows, doors, or exterior walls of the Demised Premises
without the prior written consent of Lessor. Lessor may without
liability, enter upon the Demised Premises or elsewhere and
remove any such advertising, sign, marquee, awning, decoration
or attachment affixed in violation of the Paragraph 13, all at
Lessee's expense. Lessee shall not conduct any auction in the
Demised Premises, the Building, or on any portion of the real
property on which the Building and Demised Premises are
situated, without Lessor's consent. ANY SIGN ON ANY BUILDING
MUST BE APPROVED BY LESSOR IN WRITING.
UTILITIES 14. a) Lessee from the time it first enters the Demised Premises
for the purpose of setting fixtures, or from the commencement of
the term of this lease, whichever date shall first occur, and
throughout the term of this lease shall be responsible for and
shall pay prior to delinquency for all heat, light, power,
telephone service and all other utilities and services supplied
to or consumed in or on the demised premises, whether occupied
or not, except water, sewer and gas charges, unless separately
metered.
b) LESSOR shall not be held responsible for any interruption in
utilities whatsoever.
ENTRY BY 15. Lessee shall permit Lessor and its agents to enter the
LESSOR Demised Premises at all reasonable times for any of the
following purposes: To inspect same; to show said premises to
prospective purchasers; to maintain the Building; to make such
repairs to the Demised Premises as Lessor is obligated or elects
to make; to make repairs, alterations, additions or utility
installations to any other portion of the Building; to post
notices of non responsibility for alterations, additions,
repairs or any utility installations; for the purpose of placing
upon the property in which said premises are located any
ordinary "for sale" sign. Lessee shall permit Lessor within
sixty (60) days prior to the expiration of this Lease to place
upon the Demised Premises ordinary "for lease" signs, and to
show said premises to prospective Lessees during reasonable
business hours.
PARTIAL AND 16. Lessor shall carry insurance on the Demised Premises
TOTAL under a standard form of fire and extended coverage policy and
DESTRUCTION in the event of partial destruction of the Demised Premises
during the term of this Lease from any cause insured under said
policy, Lessor shall forthwith repair the same, provided such
repairs can be made within ninety (90) days from date of such
destruction, under the then applicable laws and regulations of
Federal, State, County and Municipal Authorities and in light of
the extent of such damage and the then condition of the labor
market and availability of materials and supplies, but such
partial destruction shall in no way annul or void this Lease,
except that Lessee shall be entitled to a proportionate
reduction of rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the
making of such repairs shall interfere with the business carried
on by Lessee in the Demised Premises. In the event that the
Building is destroyed to the extent of not less than fifty
percent (50%) of the replacement cost of the Building, Lessor
may elect to terminate this Lease, whether the Demised Premises
be injured or not. A total destruction of the Building shall
automatically terminate this Lease. Anything in this Paragraph
16 to the contrary, if at the time of any such damage there is
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less than two (2) months term remaining on this Lease, than this
Lease may, at the option of Lessor, be canceled by notice in
writing to Lessee within ten (10) days from the date of such
damage.
ASSIGNMENT 17. LESSEE SHALL NOT ASSIGN THIS LEASE OR ANY INTEREST
AND SUBLETTING HEREIN, nor lease or sublet the Demised Premises, or any part
thereof, or any right or privilege appurtenant thereto, nor
permit the occupancy or use of any part thereof by any other
person, WITHOUT THE WRITTEN CONSENT OF LESSOR FIRST HAND AND
OBTAINED, and a consent to one assignment, subletting, occupancy
or use, shall not be construed as a consent to any subsequent
assignment, subletting, occupancy or use. The Lessor may refuse
its consent without giving any reason whatsoever, and such
refusal shall nevertheless be binding on Lessee.
DEFAULT 18. If default shall be made in the payment of rent or any
GROUNDS installment thereof or in the payment of any other amount
required to be paid by Lessee under this Lease, or any other
agreement between Lessor and Lessee, or if in default shall be
made in the performance of any of the other covenants, terms,
conditions, or agreements which Lessee is required to observe
and perform hereunder, or if the interest of Lessee in its
assets and/or this Lease shall be levied on or seized under
execution or other legal process, or if any petition shall be
filed by or against Lessee to declare Lessee bankrupt or to
delay, reduce or modify Lessee's debts or obligations or if any
petition shall be filed or other action taken to reorganize or
modify Lessee's capital structure, or if Lessee be declared
insolvent according to law, or if any assignment of Lessee's
property shall be made for the benefit of creditors, or if a
receiver or trustee is appointed for Lessee or its property, or
if Lessee shall abandon or vacate the Demised Premises during
the term of this Lease, and thereupon at its option may, without
notice or demand of any kind to Lessee or any other person, have
any one or more of the remedies specified in Paragraph 19, in
addition to all other rights and remedies provided by law or in
equity.
DEFAULT 19. (a) Lessor may re-enter the Demised Premises with or
REMEDIES without the process of law and take possession of the same and
of all equipment and fixtures of Lessee therein and expel or
remove Lessee and all other parties occupying the Demised
Premises, using such force as may be reasonably necessary to do
so, without being liable to any prosecution for such re-entry or
for the use of such force and without terminating this Lease, at
any time and from time to time to re-let the Demised Premises or
any part thereof for the account of Lessee, for such term, upon
such conditions and at such rental as Lessor may deem proper.
In such event Lessor may receive and collect the rent from such
re-letting and apply it against any amounts due from Lessee
hereunder (including without limitation such expenses as Lessor
may have incurred in recovering possession of the Demised
Premises, placing same in good order and condition, altering or
repairing the same for re-letting, and all other expenses,
commissions, and charges including attorney's fees which
Lessor may have paid or incurred in connection with such
repossession and re-letting). Lessor may execute any lease made
pursuant hereto in Lessor's name or in the name of Lessee as
Lessor may see fit, and Lessee thereunder shall be under no
obligation to see to the application by Lessor of any rent
collected by Lessor nor shall Lessee have any right to collect
any rent thereunder.
Whether or not the Demised Premises are re-let, Lessee shall
pay Lessor all amounts required to be paid by Lessee up to the
date of Lessor's re-entry and thereafter Lessee shall pay
Lessor, until the end of the term hereof, the amount of all rent
and other charges required to be paid by Lessee hereunder, less
the proceed of such re-letting during the term hereof, if any,
after payment of Lessor's expenses as provided above. Such
payments by Lessee shall be due at such times as are provided
elsewhere in this Lease, and Lessor need not wait until the
termination of this Lease to recover them by legal action or
otherwise Lessor shall not, by any re-entry or other act, be
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deemed to have terminated this Lease or the liability of Lessee
for the total rent hereunder unless Lessor shall give Lessee
written notice of Lessor's election to terminate this Lease.
(b) Lessor may give written notice to Lessee of Lessor's
election to terminate this Lease, re-enter the Demised Premises
with or without process of law and take possession of the same
and of all equipment and fixtures therein, and expel or remove
Lessee and all other parties occupying the premises, using such
force as may be reasonably necessary to do so, without being
liable to any prosecution for such re-entry of for the use of
such force. In such event Lessor shall thereupon be entitled to
recover from Lessee the worth, at the time of such termination,
of the excess, if any, of the rent and other charges required to
be paid by Lessee hereunder for the balance of the term hereof
(if this lease had not been so terminated) over the then
reasonable rental value of the Demised Premises for the same
period.
(c) Lessee hereby releases, indemnifies, and holds harmless
Lessor from any liability whatsoever for the removal of persons
and the removal and storage of property pursuant to
subparagraphs (a) and (b) of this Paragraph 19.
(d) To secure the full and timely performance of all the Lessee
5 obligations under this Lease, Lessee hereby grants to Lessor a
security interest and lien in all of Lessee's equipment, goods,
fixtures, furnishings, furniture, inventory, machinery, trade
fixtures, other property, and the proceeds therefrom, now or
hereafter to be located within the Demised Premises. In the
event of default or breach by Lessee, then with respect to that
security interest, Lessor may exercise all of the rights and
remedies granted a secure party under the Uniform Commercial
Code as adopted in Nevada in effect at the time.
(e) The remedies given to Lessor in this Paragraph 19 shall be
in addition to and supplemental to all other rights and remedies
which Lessor may have under the laws then in force.
HOLDING OVER 20. If Lessee holds possession of all or a part of the Demised
Premises after the expiration of the term of this Lease, with or
without the express or implied consent of Lessor, Lessee shall
become a tenant from month-to-month only, upon the terms,
covenants, conditions, and agreements herein specified, so far
as applicable. Such holding over shall not constitute an
extension or renewal of this Lease. During such holding over,
the Base Monthly Rental shall be increased fifty (50%) percent
over the Base Monthly Rental provided in Paragraph 2.
WAIVER 21. No covenant, term, condition or agreement or the breach
thereof shall be deemed waived, except by written consent of the
party against whom the waiver is claimed, and any waiver or the
breach of any covenant, term, condition or agreement shall not
be deemed to be a waiver of any preceding or succeeding breach
of the same or any other covenant, term, condition or agreement.
Acceptance by Lessor of any performance by Lessee after the time
the same shall become due shall not constitute a waiver by
Lessor of the breach or default of any covenant, term, condition
or agreement unless other wise expressly agreed to by Lessor in
writing.
NOTICES 22. Except as otherwise provided in this Lease, all notices or
demands of any kind required or desired to be given by Lessor to
Lessee hereunder shall be in writing and shall be deemed
delivered when hand delivered or forty eight (48) hours after
depositing the notice or demand in the United States Mail,
certified or registered, postage prepaid, addressed to the
Lessee at the Demised Premises, whether or not Lessee has
departed from, abandoned or vacated the Demised Premises. All
notices or demands of any kind by Lessee to Lessor shall be in
writing and shall be deemed delivered when hand delivered or
forty eight (48) hours after depositing the notice in the United
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States Mail, certified or registered, postage prepaid, addressed
to the Lessor at such address as shall from time to time be
designated by Lessor to Lessee in writing.
CONDEMNATION 23. In the event any condemnation proceedings shall be commenced
affecting the Demised Premises, Lessee shall have no right to
claim any valuation for its leasehold interest or otherwise by
reason of its occupancy of or improvements to said premises, and
any condemnation award (Whether adjudicated or by way of
settlement) shall belong in its entirety to Lessor. In the event
of condemnation of a part of the Demised Premises, the rent
shall be reduced in the proportion that the floor area taken
bears to the total floor area prior to the taking. If
condemnation takes more than twenty five percent (25%) of the
floor area of the Demised Premises or if the amount of Lessee's
parking area following condemnation is not sufficient to meet
the deed restrictions, if any, concerning parking on the real
property on which the Demised Premises are situated, or the
local parking ordinances, if any, only then, may Lessee, at
Lessee's option, terminate this Lease as of the date the
condemning authority takes possession of said condemned portion
by giving written notice of termination to Lessor within ten
(10) days after the condemning authority takes such
possession.
If Lessee does not terminate this Lease as herein above
immediately provided, then the rent payable shall be reduced as
set forth above.
SUBORDINATION 24. This Lease at Lessor's option shall be subject and
subordinate to the lien of any mortgages or deeds of trust in
any amount or amounts whatsoever now or hereafter placed on or
against the real property or improvements, or either thereof, of
which the Demised Premises are a part, or on or against Lessor's
interest or estate therein, without the necessity of the
execution and delivery of any further instruments on the part of
Lessee to effectuate such subordination. If any mortgage or
trustee shall elect to have this Lease prior to the lien of its
mortgage or deed of trust, and shall give written notice thereof
to Lessee, this Lease shall be deemed prior to such mortgage or
deed or trust, whether this Lease is dated prior or subsequent
to the date of said mortgage or deed of trust or the date of the
recording thereof. Lessee covenants and agrees to execute and
deliver upon demand, without charge therefore, such further
instruments evidencing such subordination of this Lease to the
lien of any such mortgages or deeds of trust as may be required
by Lessor. Lessee hereby appoints Lessor as Lessee's attorney-
in-fact, irrevocably, to execute and deliver any such
agreements, instruments, releases or other documents.
PARKING 25. (a) Lessee and its customers, employees and tradesmen may
park only operative vehicles on the surfaced parking lot
adjacent to the Demised Premises only during Lessee's normal
business hours on terms and conditions as may be established by
Lessor from time to time during the term of this Lease. The
parking areas referred to in this Paragraph 25 shall be used on
a non-exclusive basis with other occupants of the Building. THE
PARKING LOT MAY NOT BE USED TO STORE VEHICLES OR TO WORK ON
VEHICLES. NO VEHICLE SHALL BE PARKED IN A PARKING LOT FOR MORE
THAN TWENTY FOUR (24) CONSECUTIVE HOURS. Any vehicles parked in
the parking lots in breach of these terms may be towed away at
Lessee's expense. Lessee releases, indemnifies, and holds
harmless Lessor and Lessor's officers, employees, and agents
from any claims arising from or relating to such towing of
vehicles including any consequential damages or loss of property
or the use of the vehicle or other. property. The right to tow a
vehicle is in addition to Lessor's rights under the Lease for
default or breach of any of the terms hereof.
(b) Other than parking, egress and ingress, Lessee has no right
to use the common area, and Lessee shall not obstruct the
common areas, including the sidewalks, landscaped areas, paved
areas, parking, lots, or driveways. ANIMALS, INCLUDING
WATCHDOGS, ARE NOT ALLOWED ON THE DEMISED PREMISES OR COMMON
AREAS.
________
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INITIALS
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SUCCESSORS 26. All terms, covenants, conditions hereof shall be binding
upon and inure to the benefit of the heirs, executors,
administrators, successors, and assigns of the parties hereto,
provided that nothing in this paragraph shall be deemed to
permit any assignment, sub-letting, occupancy or use contrary to
the provisions of Paragraph 17.
ENTIRE 27. This Lease, along with any exhibits and attachments
AGREEMENT hereto, constitutes the entire agreement between Lessor and
Lessee relative to the Demised Premises and this Lease and the
exhibits and attachments may be altered, amended or revoked only
by an instrument in writing signed by both Lessor and Lessee.
Lessor and Lessee hereby agree that all oral agreements between
and among themselves and their agents or representatives
relative to the leasing of the Demised Premises are merged in or
revoked by this Lease.
DEFAULT BY 28. Lessor shall not be in default under this Lease unless
LESSOR Lessor fails to perform obligations required of Lessor within a
reasonable time, but in no event later than thirty (30) days
after written notice by Lessee to Lessor, specifying wherein
Lessor has failed to perform such obligation; provided, however,
that if the nature of Lessor's obligation is such that more than
thirty (30) days are required for performance, then Lessor shall
not be in default if Lessor commences performance within such
thirty (30) day period and thereafter diligently prosecutes the
same to completion.
LIABILITY 29. Lessee shall, at Lessee's sole cost and expense, obtain and
keep in force during the term of this Lease a policy of
comprehensive public liability insurance insuring Lessor, Lessee
and Lessor's mortgage against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all
areas appurtenant thereto. Such insurance shall be in the amount
of not less than $1,000,000.00 for injury or death of one person
------------
in any one accident or occurrence and in the amount of not less
than $1,000,000.00 for injury or death of more than one person
------------
in any one accident or occurrence. Such insurance shall further
insure Lessor and Lessee against liability for property damage
of at least $500,000.00. The limit of any such insurance shall
----------
not, however, limit the liability of the Lessee hereunder.
Lessee may provide this insurance under a blanket policy,
provided that said insurance shall have a Lessor's protective
liability endorsement attached thereto. If Lessee shall fail to
procure and maintain said insurance, Lessor may, but shall not
be required to, procure and maintain same, but at the expense of
Lessee. Insurance required hereunder shall be in companies
approved by Lessor which approval shall not be unreasonably
withheld. Lessee shall deliver to Lessor, upon request, copies
of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such
insurance with loss payable clauses satisfactory to Lessor. No
policy shall be cancelable or subject to reduction of coverage
which Lessor may carry.
ESTOPPEL 30. Lessee shall at any time upon not less than ten (10) days
CERTIFICATE prior written notice from Lessor execute, acknowledge and
deliver to Lessor a statement in writing; (i) certifying that
this Lease is unmodified in full force and effect, (or if
modified, state 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 rent and other charges are paid in
advance, if any and (ii) acknowledging that there are not, to
Lessee's knowledge, any uncured defaults on the part of Lessor
hereunder, or specifying such defaults, if any, are claimed. Any
such statement may be conclusively relied upon by a prospective
purchaser or encumbrance of the Demised Premises. Lessee's
failure to deliver such statement within such time shall be
conclusive upon Lessee (i) that this Lease is in full force and
effect, without modification except as may be represented by
Lessor, (ii) that there are no uncured defaults in Lessor's
performance, and (iii) that not more than one (1) month's rent
has been paid in advance. If Lessor desires to
________
________
INITIALS
9
finance or refinance the Demised Premises, or any part thereof,
Lessee hereby agrees to deliver to any lender designated by
Lessor such financial statements of Lessee as may be reasonably
required by such lender. Such statements shall include the past
three (3) years financial statements of Lessee. All such
financial statements shall be received by Lessor in confidence
and shall be used only for the purposes herein set forth.
COSTS OF SUIT 31. (a) If Lessee or Lessor shall bring any action for any
relief against the other, declaratory or otherwise, arising out
of this Lease, including any suit by Lessor for the recovery of
rent or possession of the Demised Premises, the prevailing party
is entitled to an award of reasonable attorney's fees which
shall be deemed to have accrued on the commencement of such
action and shall be paid whether or not such action is
prosecuted to judgment.
(b) Should Lessor, without fault on Lessor's part, be made a
party to any litigation instituted by Lessee or by a third
party against Lessee, or by or against any person holding over
or using the Demised Premises by license of Lessee, or for the
foreclosure of any lien for labor or material furnished to or
for Lessee or any such other person or otherwise arising out of
or resulting from any act or transaction of Lessee or of any
such other person, Lessee covenants to save and hold Lessor
harmless from any judgment rendered against Lessor or the
Demised Premises or any part thereof, and all costs and
expenses, including reasonable attorney's fees, incurred in or
in connection with such litigation.
CHOICE OF LAW 32. The Lease shall be governed, construed and enforced by the
laws of the State of NEVADA.
------
SURRENDER 33. Upon the expiration or earlier termination of this Lease,
Lessee shall remove all its signs from the Demised Premises,
return the keys and surrender the Demised Premises in a
condition satisfactory to Lessor. Lessee, at its sole cost and
expense, agrees to repair any damage to the Demised premises
caused by or in connection with the removal of any articles of
personal property, business or trade fixtures, machinery,
equipment, cabinetwork, furniture, movable partitions, or
permanent improvements or additions, including without
limitation thereto, repairing the floor and patching and
painting the walls where required by Lessor to Lessor's
reasonable satisfaction. Lessee shall indemnify Lessor against
any loss or liability resulting from delay by Lessee in so
surrendering the Demised Premises, including without limitation,
any claims made by any succeeding tenant founded on such delay.
MISCELLANEOUS 34. The marginal captions of this Lease are for convenience only
and shall not in any way limit or be deemed to construe or
interpret the terms and provisions hereof. The words "Lessor"
and "Lessee" as used herein shall include the plural as well as
the singular. Words used in neuter gender include the masculine
and feminine, words in the masculine or feminine gender include
the neuter. If there be more than one Lessor or Lessee, the
obligations hereunder imposed upon Lessor or Lessee shall be
joint and several.
TIME 35. Time is of the essence of this Lease and each and all of its
provisions.
PARKING 36. (a) Lessor shall have the right to limit the amount of
LIMITATIONS vehicles parked on the demised premises in connection with
Lessee's business during the term of this Lease.
(b) No storage, repairs, or cleaning of vehicles, parts, or
equipment outside the units will be permitted.
PROMOTIONAL 37. Lessee shall not use pictures of Lessor's properties for,
MATERIALS but limited to, brochures, advertising, or promotional
activities without written consent of Lessor.
________
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INITIALS
10
ALARM SYSTEMS 38. No alarm system shall be attached to the exterior walls of
the Building. When installing a system, the alarm box must be
inside the unit. Lessee shall, at Lessee's sole expense, be
responsible for removal of alarm system and restoring the
Demised Premises to its original condition.
USE OF 39. "IN THE AREAS WHERE DUMPSTERS ARE PROVIDED, LESSEE MAY
DUMPSTERS UTILIZE THE DUMPSTERS FOR WASTE PAPER TRASH ONLY." Packing
skids, boxes and garbage from the complex or home are not to be
placed in or around dumpsters. It is. the sole responsibility
of Lessee to dispose of excessive trash and packaging materials
somewhere else or obtain their own dumpster. "IN AREAS WHERE
DUMPSTERS ARE NOT PROVIDED, IT IS LESSEE'S RESPONSIBILITY TO
DISPOSE OF THEIR TRASH OR PROVIDE THEIR OWN DUMPSTER." Trash
stored outside the Building, not in dumpster, is prohibited and
Lessor shall have the right to charge a fine to Lessee for
committing said storage or waste on the premises. Lessee shall
reimburse Lessor $30.00 per month for garbage reimbursement.
TEC 40. Lessee agrees not to park vehicles in front of other units
____________ whether vacant or occupied.
TEC 41. Lessee agrees not to store vehicles in parking lot more
____________ than twenty four (24) hours, or they will be towed at Owner's
expense.
TEC 42. Lessee agrees not to wash or work on vehicles outside
____________ Demised Premises.
TEC 43. Lessee is with understanding that he is allotted one (1)
____________ parking space per 250 square feet of office space and one (1)
parking space per 1,000 square feet of warehouse space.
N/A 44. Lessee is aware that "Park 2001" Associates have signed an
____________ aviation easement with the Xxxx Xxxxxx International Airport
Authority.
N/A 45. Lessee understands that because of the proximity of the
____________ leased premised to Xxxx Xxxxxx International Airport, the noise
levels may be experienced by reason of the operation of the
airport within FAA parameters and the Lessee agrees to hold the
Airport Authority, the City of Reno, Park 2001 Associates, and
The Ribeiro Corporation harmless from any claim or litigation
stemming from normal or reasonable operations of the airport
that fall within FAA parameters of conduct of operations.
IN WITNESS WHEREOF, the parties hereto have executed this Lease,
or as the case may be; have caused their officers thereunto duly
authorized to execute this Lease in duplicate, the day and year
first written above.
THE RIBEIRO CORPORATION SILICON GAMING
__________________________________ ____________________________________
LESSOR LESSEE
/s/ Xxxxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxxxx
__________________________________ ____________________________________
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Vice President of Leasing, Reno CFO
DATE: 2-12-97 AS:
__________________________________ ____________________________________
PERSONALLY GUARANTEED:
BY:_________________________________
DATE:_______________________________
11
DUTIES OWED BY A NEVADA REAL ESTATE LICENSEE
In Nevada, a real estate licensee can (1) act for only one party to a real
estate transaction, (2) act for more than one party to a real estate transaction
with written consent of each party, (3) act as a broker who assigns different
licensees affiliated with the broker's company to separate parties to a real
estate transaction. A licensee, acting as an agent, must act in one of the above
capacities in every real estate transaction. If this form is used for a lease,
the term Seller shall mean Landlord/Lessor and the term Buyer means
Tenant/Lessee.
LICENSEE: The licensee in the real estate transactions is Xxxxxx X. Xxxxx
---------------
("Licensee"), whose license number is 18931. The Licensee is acting for Xxxxxx
----- ------
X. Xxxxx, ("Broker"), whose company is THE RIBEIRO CORPORATION ("Company").
-------- -----------------------
A NEVADA REAL ESTATE LICENSEE IN A REAL ESTATE TRANSACTION SHALL:
1. Disclose to each party to the real estate transaction as soon as is
practicable:
(a) Any material and relevant facts, data or information which Licensee, or
which by the subject of the real estate care and diligence licensee
should have known, relating to the property which is the subject of the
real estate transaction.
(b) Each source from which Licensee will receive compensation as a result
of the transaction.
(c) That Licensee is a principal to the transaction or has an interest in a
principal to the transaction.
(d) Any changes in Licensee's relationship to a party to the real estate
transaction.
2. Disclose, if applicable, that Licensee is acting for more than one party to
the transaction. Upon making such a disclosure the licensee is acting for more
than on party to the transaction for whom the Licensee is acting before Licensee
may continue to act in Licensee;s capacity as an agent.
3. Exercise reasonable skill and care with respect to all parties to the real
estate transaction.
4. Provide to each party to the real estate transaction this form.
5. Not to disclose, except to the Broker confidential information relating to a
client.
6. Exercise reasonable skill and care to carry out the terms of the brokerage
agreement and to carry out Licensee's duties pursuant to the terms of the
brokerage agreement.
7. Not to disclose confidential information relating to a client for 1 year
after the revocation or termination of the brokerage agreement, unless Licensee
is required to do so by order of the court. Confidential information includes,
but is not limited to the client's motivation to purchase, sell or trade and
other information of a personal nature.
8. Promote the interest of his client by:
(a) Seeking a sale, lease or property at the price and terms stated in the
brokerage agreement or at a price acceptable to the client.
(b) Presenting all offers made to or by the client as soon as it is
practicable.
(c) Disclosing to the client material facts of which the licensee has
knowledge concerning the transaction.
(d) Advising the client to obtain advice from an expert relating to matters
which are beyond the expertise of the licensee.
(e) Accounting for all money and property Licensee receives in which the
client may have an interest as soon as practicable.
9. Not deal with any party to a real estate transaction in a manner which is
deceitful, fraudulent or dishonest.
10. Abide by all duties, responsibilities and obligations required of Licensee
in chapters 119, 119A, 119B, 645, 645A and 645C of the NRS.
In the event any part of the real estate transaction is also represented by a
licensee who is affiliated with the same Company, the Broker may assign another
Licensee to act for that party. The above Licensee will continue to act for you.
As set forth above, no confidential information will be disclosed.
I/We acknowledge receipt of a copy of this list of licensee duties, and have
read and understand this disclosure.
Lessee /s/ Xxxxxx X. Xxxxxxx Date Date Time am/pm
--------------------- ------- --------- ---------- ------
Lessor Date Date Time am/pm
--------------------- ------- --------- ---------- -------
CONFIRMATION REGARDING REAL ESTATE AGENT RELATIONSHIP
Property Address: 000 Xxxx Xxxxxx, #0, ,0, 0 & 00, Xxxx, Xxxxxx 00000
---------------------------------------------------------------
I/We confirm the duties of a real estate licensee of which has been presented
and explained to me/us. My/Our representative's relationship is: _______________
________________________ is the AGENT of ___________________________ is the
AGENT of
___Seller Exclusively* ___Both Buyer & Seller** ___Buyer Exclusively**
___Seller Exclusively* ___Both Buyer & Seller**
**IF AGENT IS ACTING FOR MORE THAN ONE PARTY IN THIS TRANSACTION, you will be
provided a Consent to Act Form for your review, consideration and approval or
rejection. A licensee can legally represent both the Lessor and Lessee in a
transaction ONLY with the knowledge and written consent of BOTH the Lessor and
Lessee.
*A licensee who is acting for the Lessor exclusively, is not representing the
Lessee and has not duty to advocate or negotiate for the Lessee.
**A licensee who is acting for the Lessee exclusively, is not representing the
Lessor and has no duty to advocate or negotiate for the Lessor.
The Ribeiro Corporation Silicon Gaming
----------------------------- ------------------------- ----------------
Listing Company Lessee's Company Date
/s/ Xxxxxx X. Xxxxx
----------------------------------- -----------------------------------
By: Licensed Real Estate Agent By: Licensed Real Estate Agent
/s/ Xxxxxx X. Xxxxxxx 2/10/97
----------------------------------- -----------------------------------
Lessor Date Lessee Date
----------------------------------- -----------------------------------
Lessor Date Lessee Date
[LETTERHEAD OF THE RIBEIRO CORPORATION]
TOXIC AND/OR HAZARDOUS MATERIALS ADDENDUM
Lessee guarantees that neither Lessee nor any of Lessee's employees, agents, or
visitors to his premises shall use, store, or dispose of any hazardous or toxic
materials or chemicals within the subject premises or any other area within the
Project of which the premises is a part. Any such use or storage of any
hazardous or toxic materials or chemicals within the subject premises or other
parts of the Project shall constitute a material breach of this Lease, and
Lessor shall be entitled to carry out all means necessary to recover from this
breach (as outlined within the Lease). In addition, Lessee shall have sole
financial and legal responsibility for the proper and legal cleanup of any
spillage or other contamination caused by any use of toxic or hazardous
materials by Lessee.
It is further agreed that, if, upon written notice from Lessor that Lessee has
violated the above provisions of this Agreement, Lessee does not complete
necessary steps (as outlined in said written notice from Lessor) to achieve
satisfactory cleanup within 72 hours, Lessor shall have the right to complete
necessary cleanup and xxxx the entire cost (including any legal costs incurred
by Lessor) of same to Lessee.
Lessee will also bear the entire cost of any government cleanup order or any
third-party lawsuit, caused by spillage or contamination caused by any use of
toxic or hazardous materials by Lessee.
Hazardous or toxic material means any substance now, or hereafter,
identified by any government agency requiring special handling, disposal,
or control unlike regular refuse.
The Ribeiro Corporation Silicon Gaming
__________________________________ ____________________________________
Lessor Lessee
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
__________________________________ ____________________________________
By: Xxxxxx X. Xxxxx By:
Vice President
2-12-97 2/10/97
__________________________________ ____________________________________
Date: Date:
[LETTERHEAD OF THE RIBEIRO CORPORATION]
INSURANCE AGREEMENT
-------------------
I, Silicon Gaming, do hereby agree that myself or my company has or will have
--------------
insurance required in my lease, and that rider shall be given to The Ribeiro
Corporation within thirty days of the signing of my lease. This rider shall
include The Ribeiro Corporation as an additional insured for the demised
premises that I lease. At no time do I understand that insurance is not needed
for leasing property with The Ribeiro Corporation.
/s/ Xxxxxx X. Xxxxx 2-12-97
__________________________________ _________________________________
By: Xxxxxx X. Xxxxx Date
Vice President of Leasing
/s/ Xxxxxx X. Xxxxxxx 2/10/97
___________________________________ __________________________________
By: Silicon Gaming Date
[LETTERHEAD OF THE RIBEIRO CORPORATION]
Disclaimer
----------
All agreements; and concessions between Lessor and Lessee for the property
located at 000 Xxxx Xxxxxx, Xxxx, Xxxxxx 00000 Unit(s) #4, 5, 6 & 30 are
----------------------------------- -------------
Contained within this Lease, dated January 23, 1997; Addenda or attached letters
----------------
(no verbal agreements). Any modifications, remodels or maintenance of leased
unit(s) required after Lessor and Lessee have signed this Lease that are not
specifically described in this Lease, Addenda, attached letters and walk-through
will be at no cost to the' Lessor. Prior to vacating unit(s), Lessee' agrees to
restore unit(s) to the condition in which it was received, except for normal
wear and tear, at Lessee's expense unless:. changes to the unit are approved, in
writing, by Lessor Discrepancies identified during the initial walk-through
inspection that are not repaired by Lessor will be included in the Lease file,
and Lessee will not be charged for such repairs.
The Ribeiro Corporation 2-12-97
_______________________ _________________________________
Lessor Date
/s/ Xxxxxx X. Xxxxx
__________________________________
By: Xxxxxx X. Xxxxx
Vice President of Leasing
The Ribeiro Corporation
Silicon Gaming 2/10/97
-------------------------------- ----------------------------------
Lessee Date
/s/ Xxxxxx X. Xxxxxxx
________________________________
By:
