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EXHIBIT 10.3
SUBLEASE
This Sublease is entered into this 10th day of January, 1997 by and
between VeriFone, Inc., a Delaware corporation ("Sublessor"), and HALIS, Inc.,
a Georgia corporation ("Sublessee"). Terms not specifically defined herein are
as defined in the Master Lease.
A. Sublessor, as Tenant, is leasing from DOA 87 Limited Partnership
("Master Lessor") those certain premises located at River Ridge, 0000 Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxx ("Premises") pursuant to that certain undated Lease
having a commencement date of August 1, 1987, as amended by that certain
Amendment of Office Lease dated September 14, 1987, that certain Second
Amendment of Lease dated __________, 1989, that certain Third Amendment of Lease
dated October 1, 1991, that certain Fourth Amendment of Lease dated June 2, 1995
and that certain Fifth Amendment of Lease dated January 18, 1996 (collectively,
the "Master Lease"). Sublessee acknowledges having reviewed a copy of the Master
Lease, which is attached hereto as Exhibit A.
B. Sublessor desires to lease to Sublessee and Sublessee desires to
lease from Sublessor the Sublease Premises (as defined below) on the terms and
conditions set forth in this Sublease.
1. SUBLEASE PREMISES
a. Sublessor leases to Sublessee and Sublessee hires from Sublessor the
following described premises together with the appurtenances thereto, situated
in the City of Atlanta, State of Georgia, commonly known as River Ridge, 0000
Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, consisting of approximately 3,983 rentable
square feet and located on the fourth floor and commonly known as Suite 470 (the
"Sublease Premises"). The Sublease Premises are shown on the site plan attached
hereto as Exhibit B.
b. Sublessee will be taking possession of the Sublease Premises "as
is," in its condition existing on the date of delivery of the Sublease Premises
to Sublessee. Sublessee acknowledges that Sublessee is leasing the Sublease
Premises based on its own inspection of the Sublease Premises and those of its
agents, and is not relying on any representations or warranties of the Sublessor
regarding the physical condition of the Sublease Premises. Sublessee
acknowledges that as of the date of delivery of the Sublease Premises to
Sublessee, the Sublease Premises will contain wiring from Sublessee's security
system (but not the software or hardware for such system) and a paging system
(collectively, "Equipment"). Sublessor expressly does not warrant the working
condition of the Equipment or its usefulness for Sublessee's purposes and
Sublessor shall not be responsible for any damages incurred by Sublessee or any
third party related to such Equipment. Sublessee's taking of possession of the
Sublease Premises shall constitute conclusive evidence that the Sublease
Premises were, as of that date, in good, clean and tenantable condition.
Sublessee acknowledges that the square footage of the Sublease Premises as
specified in Subparagraph l.a is an estimate and that Sublessor does not warrant
the exact square footage of the Sublease Premises. By taking possession of the
Sublease Premises, Sublessee accepts the square footage of the Sublease Premises
as that specified in Subparagraph l.a above. Sublessee shall not be entitled to
any tenant improvement allowance for the Sublease Premises.
2. INCORPORATION OF MASTER LEASE
This Sublease is subject to all of the terms and conditions of the
Master Lease and Sublessee hereby accepts, assumes and agrees to perform all of
the rights and obligations of Sublessor as Sublessee under the Master Lease to
the extent such rights and obligations are applicable to the Sublease Premises
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and all of the terms and conditions of the Master Lease are incorporated herein
as terms and conditions of this Sublease (with each reference therein to
Landlord, Tenant and Premises to be deemed to refer to Sublessor, Sublessee, and
Sublease Premises respectively). Notwithstanding the foregoing, Sublessee shall
not have any rights of renewal, expansion or early cancellation which may be
provided to Tenant under the Master Lease.
3. TERM
a. The term of this Sublease shall be for a period of approximately
fifty-five (55) months, commencing on March 1, 1997 ("Commencement Date"), and
ending on September 30, 2001, unless terminated earlier pursuant to the
provisions of this Sublease.
b. In the event of the termination for any reason of Sublessor's
interest as tenant under the Master Lease, then this Sublease shall terminate
therewith without any liability of Sublessor to Sublessee; provided, however,
that Sublessor may be liable to Sublessee for any termination of the Sublease
that results from Sublessor's breach of the Master Lease, so long as such breach
is not caused by Sublessee.
c. In the event Sublessor is unable to deliver possession of the
Sublease Premises to Sublessee by March 1, 1997 for any reason, then Sublessor
shall not be liable for any damage caused thereby, nor shall this Sublease be
void or voidable nor shall the term hereof be extended by such delay; provided,
however, that Sublessee shall not be liable for rent until possession of the
Sublease Premises has been delivered to Sublessee. If Sublessor has not
delivered possession of the Sublease Premises to Sublessee by March 1, 1997, and
such delay is not caused in whole or in part by Sublessee, Sublessor shall
reimburse Sublessee for the cost of Sublessee's holdover rent at its existing
locations which is in excess of its scheduled base rent for such period
commencing March 1, 1997 and ending on the delivery of possession of the
Sublease Premises to Sublessee, not to exceed an aggregate of $6,000 per month
and for no longer than a two (2) month period. If Sublessor has not delivered
possession of the Sublease Premises to Sublessee within sixty (60) days after
March 1, 1997 and such delay is not caused in whole or in part by Sublessee,
Sublessee may, at Sublessee's option, by notice in writing to Sublessor within
ten (10) days thereafter, cancel this Sublease, in which event the parties shall
be discharged from all obligations under this Sublease, and Sublessor shall
return to Sublessee any prepaid rent.
4. USE
a. Sublessee shall use the Sublease Premises solely for general office
use and for no other purpose without the consent of Sublessor. Sublessee agrees
that its use shall comply with all applicable governmental laws and ordinances,
and that it shall not use or permit the Sublease Premises to be used for any
purposes other than those described above. Sublessee shall not commit or permit
to be committed on the Sublease Premises any act or omission which shall violate
any term or condition of the Master Lease.
b. Sublessee shall be responsible for the installation and cost of any
and all improvements, alterations or other work on or to the Sublease Premises
or to any other portion of the property and/or building of which the Sublease
Premises are a part, required by applicable governmental laws, rules, orders and
ordinances because of the particular use to which the Sublease Premises are put
by Sublessee, including any improvements, alterations or other work required
under the Americans With Disabilities
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Act of 1990 due to Sublessee's particular use of the Sublease Premises or due to
changes or alterations to the Sublease Premises made or proposed to be made by
Sublessee.
5. RENTAL
a. Sublessee shall pay Rent to Sublessor for the Sublease Premises as
follows, without offset or deduction, in advance, on the first day of each month
of the term of this Sublease (which month may or may not commence on the first
day of a calendar month), without prior written notice or demand from the
Commencement Date in lawful money of the United States. Rent for any partial
month shall be prorated on the basis of a thirty (30) day month.
i. Base Rent per annum of $74,681.25 ($18.75 per rentable
square foot) payable in equal monthly installments of $6,223.44;
ii. One hundred percent (100%) of Sublessee's after hours HVAC
usage.
iii. Sublessee's pro rata share of increases in annual
Operating Costs above the amount of Operating Costs incurred by Landlord during
the 1997 calendar year as pro rated for the number of months in 1997 commencing
with the Commencement Date. Sublessee's pro rata share shall be 2.24%.
b. Upon execution of this Sublease, Sublessee shall deliver to
Sublessor the sum of $6,223.44, in the form of a cashier's check made payable to
Sublessor, to be applied against Base Rent for the first month of the Sublease
term.
6. ALTERATIONS
Sublessee shall make no alterations, additions or improvements in or to
the Sublease Premises without the prior written consent of Sublessor and Master
Lessor. Any such approved alterations, additions or improvements shall be
installed in accordance with the terms of the Master Lease. Notwithstanding the
foregoing, and subject to the approval of Master Lessor, Sublessor hereby
approves of Sublessee's installation of an interior wall to divide conference
room number 403 in the Sublease Premises, as shown in Exhibit D, provided the
installation is performed in accordance with the terms of the Master Lease.
Sublessee shall restore the Premises at the expiration or earlier termination of
the Sublease Term to its condition existing as of the Commencement Date and
shall remove any installations installed by Sublessee, reasonable wear and tear
excepted.
7. SECURITY DEPOSIT
Concurrently with Sublessee's execution of this Sublease, Sublessee
shall deposit with Sublessor, by cashier's check made payable to Sublessor, the
sum of Thirty-Seven Thousand Three Hundred Forty Dollars and Sixty Three Cents
($37,340.63) as a non-interest bearing security deposit for Sublessee's
performance under this Sublease. Commencing on March l, 1998, and on March 1 of
each subsequent year of the Sublease term thereafter, Six Thousand Two Hundred
Twenty-Three Dollars and Forty-Four Cents ($6,223.44) of the security deposit
shall be utilized for the payment of Base Rent for such month, and the security
deposit shall be accordingly reduced by the amount of Six Thousand Two Hundred
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Twenty-Three Dollars and Forty-Four Cents ($6,223.44). In the event Sublessee
has performed all of the terms and conditions of this Sublease throughout the
term, the balance of the security deposit shall be returned to Sublessee within
14 days after Sublessee's vacating the Sublease Premises, after first deducting
any sums owing to Sublessor. In the event Sublessee breaches this Sublease,
Sublessor will be entitled but not obligated to use or retain some or all of
this security deposit to compensate for any loss or expense associated with the
breach, all without seeking judicial relief. In the event of such recourse to
the security deposit, Sublessor is entitled to require Sublessee to replenish
the security deposit funds on thirty days written notice. In no event will
Sublessee be entitled to have access to or require any portion of Sublessor's
deposit with the Master Lessor.
8. NOTICES
All notices and demands of any kind required to be given by Sublessor
or Sublessee hereunder shall be in writing and effective twenty-four (24) hours
after depositing in the United States mail, by certified mail, postage prepaid,
or by nationally recognized overnight courier, and addressed to Sublessor or
Sublessee, as the case may be, at the address set forth below their respective
signatures or at such other address as they may designate from time to time. All
rent and other payments due under this Sublease or the Master Lease shall be
made to Sublessor at the same address.
9. FURNITURE
Sublessee shall have the right to purchase from Sublessor the office
furniture (desks, desk chairs and credenzas) currently in the Sublease Premises
which Sublessor elects not to relocate to its other facilities ("Eligible
Furniture"), at the purchase price of 25% of its original cost (purchase price
plus original sales tax), plus resale tax, if applicable. Prior to January 15,
1997, Sublessor shall provide Sublessee with a list of the Eligible Furniture,
along with the original cost for each item, and a calculation of 25% of such
cost. On or prior to January 31, 1997, Sublessee shall provide Sublessor with
notice of the Eligible Furniture which Sublessee desires to purchase, which
notice shall be accompanied by a cashier's check made payable to Sublessor in
the required amount for the purchase price of such Eligible Furniture (or any
other payment arrangement mutually acceptable to Sublessor and Sublessee), time
being strictly of the essence. Eligible Furniture purchased by Sublessee shall
be accepted by Sublessee in its "as is" condition, and Sublessor makes no
representations or warranties regarding the condition of such Eligible
Furniture.
10. HAZARDOUS MATERIALS
Sublessor represents that to the best of Sublessor's knowledge, without
independent investigation, Sublessor is not aware of any Hazardous Materials in
the Sublease Premises. Sublessee will indemnify, defend and hold Sublessor
harmless from any judgment, damages, losses, claims, actions, attorneys' fees,
consultant's fees, costs or expenses which result from Sublessee's or any of
Sublessee's agents (including employees, contractors and visitors) use, storage,
or disposal of Hazardous Materials in or about the Sublease Premises. As used
herein the term "Hazardous Materials" will mean and include asbestos, petroleum
products and any and all toxic or hazardous substances, materials or wastes
listed in the United States Department of Transportation Table (49 CFR 172.101)
or by the Environmental Protection Agency as hazardous substances (40 CFR 302)
and in any and all amendments to such lists or such
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substances, materials or wastes otherwise regulated under applicable local,
state or federal law. The provisions of this Paragraph shall survive the
expiration or termination of the Sublease.
11. DEFAULT
The monetary and non-monetary default provisions are articulated in the
Master Lease. In addition, in the event of Sublessee's failure to pay Base Rent
under this Sublease, which failure is not cured within ten (10) days after
Sublessor delivers a written notice to Sublessee stating the nature and amount
of such past due base rent, then Sublessor shall have no continuing obligation
to Sublessee to maintain the Master Lease for Sublessee's benefit.
12. PROVISIONS OF MASTER LEASE
Notwithstanding anything to the contrary contained in this Sublease:
a. Sublessee shall indemnify and hold both Sublessor and Master Lessor
harmless pursuant to the indemnity provision of the Master Lease;
b. The obligations of Master Lessor under the Master Lease to repair or
replace the Premises shall remain the obligation of Master Lessor and shall not
be assumed by Sublessor;
c. The right of entry of Master Lessor under the Master Lease shall be
the right of each of Master Lessor and Sublessor;
d. Sublessee shall pay Sublessor a late charge, as provided in the
Master Lease, if rent is not received by Sublessor when due, and
e. Any assignment or subletting by Sublessee of the Sublease or the
Sublease Premises shall be governed by the Master Lease, and the term "Landlord"
in Article 16 of the Third Amendment of Lease shall mean each of Master Lessor
and Sublessor.
13. PEST CONTROL
Sublessee agrees that any interior pest control of the Sublease
Premises undertaken by Sublessee will be done using an Integrated Pest
Management (IPM) method. In the event Sublessee undertakes to perform such pest
control, Sublessee agrees to notify Sublessor of Sublessee's choice of a pest
control vendor. Sublessee shall obtain Sublessor's prior written consent to the
treatment procedures and the treatment plan recommended by Sublessee's pest
control vendor. If Sublessee's pest control vendor recommends the use of
chemicals for additional action, Sublessee shall utilize only safe, nontoxic
organic chemicals. In no event shall Sublessee permit its pest control vendor to
spray toxic chemicals (including herbicides) in or around the Sublease Premises
without obtaining Sublessor's prior written consent. If Sublessee violates this
Paragraph 13, Sublessee shall be required to completely xxxxx residue of any
disallowed chemicals to the satisfaction of Sublessor, at Sublessee's cost.
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14. MISCELLANEOUS
a. Sublessee represents and warrants that it has not had dealings with
any real estate broker, finder or other person who could claim a commission or
finder's fee from Sublessor with respect to this Sublease, except for Xxxxxxxxx
Xxxxxx of Icon Interests. Sublessee shall hold Sublessor harmless from all
damages resulting from Sublessee's breach of the foregoing representation and
warranty. Sublessor will be responsible for the payment of a brokerage
commission on this transaction to Icon Interests, a licensed real estate
brokerage company, in an amount equal to (i) a procurement fee of the first full
month's Base Rent due hereunder, plus (ii) four percent (4%) of the balance of
the Base Rent payments for the term of this Sublease less the procurement fee.
The commission shall be payable one-half (1/2) when this Sublease has been
executed by Sublessor and Sublessee and consented to by Master Lessor, and
one-half (1/2) upon Sublessee's occupancy.
b. This Sublease is subject to Master Lessor approval pursuant to a
written letter of consent substantially in the form attached to this Sublease as
Exhibit C (the "Sublease Consent"). Sublessor shall use all reasonable efforts
to obtain Master Lessor's approval of this Sublease pursuant to such form, or
such other form as is acceptable to Sublessee, as soon as possible following
execution of this Sublease, but in no event later than twenty-one (21) days
after such execution. In the event that Master Lessor's approval as stated
herein is not obtained within said twenty-one (21) day period, then either party
may, by written notice to the other within ten (10) days of the expiration of
the twenty-one (21) day period, terminate this Sublease, and each party shall be
relieved of any further obligation to the other with respect to this Sublease.
15. REPRESENTATIONS AND WARRANTIES.
Sublessor hereby warrants and represents that (i) it is not in default
under the Master Lease, and to the best of Sublessor's knowledge, the Master
Lease is in full force and effect (ii) that all rent and other amounts due
Master Lessor under the Master Lease have been paid; and (iii) Sublessor is not
aware of any facts that may result in any default under the Master Lease. The
representations and warranties shall survive the termination of this Sublease.
16. SURRENDER AND HOLDOVER
Upon the expiration or earlier termination of this Sublease, Sublessee
shall promptly quit and surrender to Sublessor the Sublease Premises broom
clean, in the same condition as received, ordinary wear and tear and loss by
fire and other casualty excepted. Sublessee shall removal all of its movable
furniture and other effects. If Sublessee fails to so vacate the Sublease
Premises on a timely basis as required, Sublessee shall be responsible to
Sublessor and to Master Lessor for all costs, expenses, attorneys fees and
damages (including but not limited to any amounts required to be paid to third
parties who were to have occupied the Sublease Premises) incurred by Sublessor
and/or Master Lessor as a result of such failure to vacate, plus interest
thereon at the rate of the lesser of 18% per annum or the maximum rate allowed
by law, on all amounts not paid by Sublessee within ten (10) days of demand.
Should Sublessee hold over after the termination of this Sublease, with
Sublessor's and Master Lessor's express written consent, Sublesse shall be
deemed a holdover tenant at will. During such holdover period, Sublessee shall
be liable for all damages incurred by Sublessor and/or Master Lessor
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as a result of Sublessee's holding over in the Sublease Premises. During such
holding over, Sublessee shall become a Sublessee from month to month upon each
and all of the terms herein provided as are applicable to such month to month
tenancy and during such holding over, Sublessee shall pay monthly Base Rent and
additional Rent to Sublessor at the rate of two hundred percent (200%) of the
Base Rent and additional Rent payable by Sublessee for the last month of the
Sublease Term. Such tenancy shall continue until terminated by Sublessor, as
provided by law, or until either party shall have given to the other at least
thirty (30) days written notice.
"SUBLESSOR" "SUBLESSEE"
VeriFone, Inc. HALIS, Inc.
a Delaware corporation a Georgia corporation
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
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Title: Senior Vice President/CFO Title: President
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Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000 ---------------------------------
Attn: Legal Department
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Attn:
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Date Executed: 1/17/97 Date Executed: 1/10/97
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EXHIBITS TO BE ATTACHED TO SUBLEASE
Exhibit A Master Lease
Exhibit B Site Plan of Sublease Premises
Exhibit C Sublease Consent
Exhibit D Space Plan of Alteration
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