EXHIBIT 10.5
FORM OF
SUBLEASE AGREEMENT
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This Sublease Agreement (this "Sublease") is made this ____ day of
____________, 2000 between National Data Corporation, a Delaware corporation
("Sublandlord"), and [Name of Newco entity], a ____________ ("Subtenant").
R E C I T A L S
- - - - - - - -
Seville Plaza Management Corporation ("Landlord"), as landlord, and
Sublandlord, successor in interest to Spring Anesthesia Group, Inc., as tenant,
are parties to that certain ▇▇▇▇ Office Lease dated June 3, 1993, for the lease
of certain space located in Seville Plaza, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ (the "Building"), said lease having been amended by Amendment to
Office Lease dated March 18, 1998 (as so amended the "Lease"; all capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Lease).
Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:
1. Subleased Premises. Sublandlord does hereby lease to Subtenant, and
------------------
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 1,771 rentable square feet (1,771 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
---------
"Subleased Premises"). The Subleased Premises are being leased by Sublandlord
to Subtenant "AS IS" and Sublandlord shall not be obligated to construct any
demising walls or make any improvements or alterations whatsoever with regard to
the Subleased Premises. Subtenant shall not make any improvements or
alterations to the Subleased Premises without Sublandlord's prior written
consent.
2. Term. The term of this Sublease ("Sublease Term") shall begin on the
----
___ day of ___________, 2000 and shall expire at 12:00 midnight on the
expiration date of the Lease unless the Lease or this Sublease is sooner
terminated in accordance with the terms and conditions set forth therein or
herein.
3. Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent") of
----
___________ and __/100 ($__.__) per rentable square foot of the Subleased
Premises per annum ($__,___.__). The Base Rent shall be payable by Subtenant to
Sublandlord in advance in monthly installments of
________________________________________ and __/100 ($,___.__) each, which are
due and payable on or before the first day of each calendar month during the
Sublease Term with appropriate prorations for partial months. Subtenant shall
also pay as additional rent hereunder ("Additional Rent") (i) Subtenant's pro
rata share (based on the rentable square footage of the Subleased Premises
compared to the rentable square footage of the Premises) of (a) all Operating
Expenses, and (b) costs for outside vendors and service providers engaged by
Sublandlord to provide janitorial, security or other services to the Premises as
a whole, and (ii) any amounts due under the Lease for separate or other charges
(such as excess electrical, overtime HVAC, damage expenses, etc.) and incurred
at Subtenant's request or otherwise allocable or attributable to the Subleased
Premises. All Additional Rent shall be payable by Subtenant to Sublandlord at
the time and in the same manner such payments are due by Sublandlord under the
Lease, or as otherwise reasonably required by Sublandlord from time to time.
Base Rent and Additional Rent are referred to collectively in this Sublease as
"Rent". Subtenant shall also pay all tax due with regard to the Rent pursuant
to the laws of the State of California.
4. Relationship to Lease. This Sublease and all of Subtenant's rights
---------------------
hereunder are expressly subject to and subordinate to all of the terms of the
Lease. Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof. Subtenant hereby agrees
to assume all obligations of Sublandlord, as "Tenant" under the Lease, with
respect to the Subleased Premises. All of the terms and conditions of the Lease
are hereby incorporated into this Sublease by reference as if fully set forth
herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant"
shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby
acknowledges that Subtenant shall look solely to Landlord for the performance of
all the Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to exercise) any right of first
offer, right of first refusal, right to contest taxes, renewal option, purchase
option, termination option, contraction option, expansion option or any such
other right or option granted to Sublandlord as "Tenant" under the Lease.
Subtenant acknowledges that any termination of the Lease will result in a
termination of the Sublease.
5. Use. Subtenant's use of the Subleased Premises shall be strictly in
---
accordance with the use provisions of the Lease.
6. Default. Any act or omission by Subtenant that would constitute a
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default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease. In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days
2
following notice from Sublandlord to Subtenant) or any failure by Subtenant to
perform any other obligations required under this Sublease, shall be deemed a
default hereunder. Any such default by Subtenant shall entitle Sublandlord to
exercise any and all remedies available to Landlord under the Lease or any other
remedies available at law or in equity under the laws of the State of
California.
7. Quiet Enjoyment. Provided Subtenant has performed its obligations
---------------
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord. Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.
8. Insurance and Indemnities. Subtenant hereby agrees to indemnify and
-------------------------
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises. Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.
9. Subleasing and Assignment. Subtenant shall have no further right to
-------------------------
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion.
10. Condition of Subleased Premises. Upon the expiration or earlier
-------------------------------
termination of this Sublease, Subtenant shall return the Subleased Premises to
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.
11. Notices. Notices by Sublandlord and Subtenant shall be given to each
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other in the same manner provided by the Lease:
Subtenant: _______________________
c/o Global Payment Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Real Estate Department
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With a copy to: _______________________
c/o Global Payment Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Sublandlord: National Data Corporation
Two National Data Plaza
Atlanta, Georgia 30329
Attention: Real Estate Department
With a copy to: National Data Corporation
Two National Data Plaza
Atlanta, Georgia 30329
Attention: General Counsel
12. Signs. Subtenant shall have no right whatsoever to install any signs
-----
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.
13. Miscellaneous. This Sublease shall be governed by the laws of the
-------------
State of California. Time shall be of the essence with regard to the
obligations under this Sublease. This Sublease supersedes all prior discussions
and agreements between the parties and incorporates their entire Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.
SUBLANDLORD:
National Data Corporation
By:
---------------------------
Name:
------------------------
Title:
-----------------------
[Signatures continued on next page]
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SUBTENANT:
-----------------------------
By:
---------------------------
Name:
------------------------
Title:
-----------------------
[CORPORATE SEAL]
5
Landlord Consent
----------------
The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease. Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.
Seville Plaza Management
Corporation
By:
---------------------------
Name:
------------------------
Title:
-----------------------
[CORPORATE SEAL]
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FORM OF
SUBLEASE AGREEMENT
------------------
This Sublease Agreement (this "Sublease") is made this ____ day of
____________, 2000 between Global Payment Systems, LLC, a Georgia limited
liability company ("Sublandlord"), and [Name of eHealth entity], a ____________
("Subtenant").
R E C I T A L S
- - - - - - - -
Duke Weeks Realty Corporation ("Landlord"), successor in interest to Duke
Weeks Limited Partnership, as landlord, and Sublandlord, as tenant, are parties
to that certain Lease Agreement dated December 18, 1997, for the lease of
certain space (the "Premises") located in Building 482 of Westport Center, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Building"), said lease
having been amended by First Lease Amendment dated October 26, 1998 (as so
amended the "Lease"; all capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Lease).
Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.
NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:
1. Subleased Premises. Sublandlord does hereby lease to Subtenant, and
------------------
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 1,784 rentable square feet (1,784 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
---------
"Subleased Premises"). The Subleased Premises are being leased by Sublandlord
to Subtenant "AS IS" and Sublandlord shall not be obligated to construct any
demising walls or make any improvements or alterations whatsoever with regard to
the Subleased Premises. Subtenant shall not make any improvements or
alterations to the Subleased Premises without Sublandlord's prior written
consent.
2. Term. The term of this Sublease ("Sublease Term") shall begin on the
----
___ day of ___________, 2000 ( the "Commencement Date") and shall expire at
12:00 midnight on the day immediately preceding the third (3rd) anniversary of
the Commencement Date, unless the Lease or this Sublease is sooner terminated in
accordance with the terms and conditions set forth therein or herein.
Notwithstanding the foregoing, either party hereto
may at any time terminate this Sublease by written notice to the other given
sixty (60) days prior to the effective date of such termination.
3. Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent") of
----
___________ and __/100 ($__.__) per rentable square foot of the Subleased
Premises per annum ($__,___.__). The Base Rent shall be payable by Subtenant to
Sublandlord in advance in monthly installments of
________________________________________ and __/100 ($_,__.__) each, which are
due and payable on or before the first day of each calendar month during the
Sublease Term with appropriate prorations for partial months. Subtenant shall
also pay as additional rent hereunder ("Additional Rent") (i) Subtenant's pro
rata share (based on the rentable square footage of the Subleased Premises
compared to the rentable square footage of the Premises) of (a) all Common Area
Charges, and (b) costs for outside vendors and service providers engaged by
Sublandlord to provide janitorial, security or other services to the Premises as
a whole, and (ii) any amounts due under the Lease for separate or other charges
(such as excess electrical, overtime HVAC, damage expenses, etc.) and incurred
at Subtenant's request or otherwise allocable or attributable to the Subleased
Premises. All Additional Rent shall be payable by Subtenant to Sublandlord at
the time and in the same manner such payments are due by Sublandlord under the
Lease, or as otherwise reasonably required by Sublandlord from time to time.
Base Rent and Additional Rent are referred to collectively in this Sublease as
"Rent". Subtenant shall also pay all tax due with regard to the Rent pursuant
to the laws of the State of Missouri.
4. Relationship to Lease. This Sublease and all of Subtenant's rights
---------------------
hereunder are expressly subject to and subordinate to all of the terms of the
Lease. Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof. Subtenant hereby agrees
to assume all obligations of Sublandlord, as "Tenant" under the Lease, with
respect to the Subleased Premises. All of the terms and conditions of the Lease
are hereby incorporated into this Sublease by reference as if fully set forth
herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant"
shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby
acknowledges that Subtenant shall look solely to Landlord for the performance of
all the Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to exercise) any right of first
offer, right of first refusal, right to contest taxes, renewal option, purchase
option, termination option, contraction option, expansion option or any such
other right or option granted to Sublandlord as "Tenant" under the Lease.
Subtenant acknowledges that any termination of the Lease will result in a
termination of the Sublease.
5. Use. Subtenant's use of the Subleased Premises shall be strictly in
---
accordance with the use provisions of the Lease.
2
6. Default. Any act or omission by Subtenant that would constitute a
-------
default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease. In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease, shall be deemed a default hereunder. Any such default by Subtenant
shall entitle Sublandlord to exercise any and all remedies available to Landlord
under the Lease or any other remedies available at law or in equity under the
laws of the State of Missouri.
7. Quiet Enjoyment. Provided Subtenant has performed its obligations
---------------
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord. Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.
8. Insurance and Indemnities. Subtenant hereby agrees to indemnify and
-------------------------
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises. Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.
9. Subleasing and Assignment. Subtenant shall have no further right to
-------------------------
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion.
10. Condition of Subleased Premises. Upon the expiration or earlier
-------------------------------
termination of this Sublease, Subtenant shall return the Subleased Premises to
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.
11. Notices. Notices by Sublandlord and Subtenant shall be given to each
-------
other in the same manner provided by the Lease:
3
Sublandlord: Global Payment Systems, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Real Estate Department
With a copy to: Global Payment Systems, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Subtenant: ___________________
Two National Data Plaza
Atlanta, Georgia 30329
Attention: Real Estate Department
With a copy to: ___________________
Two National Data Plaza
Atlanta, Georgia 30329
Attention: General Counsel
12. Signs. Subtenant shall have no right whatsoever to install any signs
-----
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.
13. Miscellaneous. This Sublease shall be governed by the laws of the
-------------
State of Missouri. Time shall be of the essence with regard to the obligations
under this Sublease. This Sublease supersedes all prior discussions and
agreements between the parties and incorporates their entire Agreement.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.
SUBLANDLORD:
Global Payment Systems, LLC
By:________________________
Name:____________________
Title:___________________
[Signatures continued on next page]
4
SUBTENANT:
_____________________________
By:__________________________
Name:________________________
Title:_______________________
[CORPORATE SEAL]
5
Landlord Consent
----------------
The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease. Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.
Duke Weeks Realty Corporation
By:_____________________________
Name:_________________________
Title:________________________
[CORPORATE SEAL]
6