Exhibit 10.17
Sublease Agreement between the Company and InfoImage, Inc.
SUBLEASE
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THIS SUBLEASE executed in duplicate in Phoenix, Arizona, this 29th day of
October, 1996 by and between Avesis, Incorporated, a Delaware Corporation herein
called "Sublessor", and Infolmage, Inc. An Arizona Corporation, hereinafter
called "Sublessee".
WITNESSETH:
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1. (A) Sublessor subleases to Sublessee, and Sublessee hires from Sublessor,
certain premises ("the Premises") attached on Exhibit "A" attached hereto and
hereby made a part hereof, being situated on the 23rd floor of that certain
building know as 000 Xxxx Xxxxxxxxx Xxxxxx. The subleased premises comprise the
Premises leased to Sublessor pursuant to a certain written leased dated
September 19, 1994. Said lease, as so amended, is hereinafter called "the
Underlying Lease".
(B) Sublessee shall grant to Sublessor the right to remain in a portion of
the Premises, as shown on Exhibit "A-1" for a period of up to eight months, to
expire no later than October 1. 1997. Sublessor may vacate the Premises at any
time during this period by giving Sublessee not less than thirty (30) days
written notice.
During the period Sublessor remains in the Premises, as referenced above,
Sublessor shall retain rights to thirty-two percent (32%) of the parking spaces
referenced in the master lease.
2. The term shall be for forty-three and one half (43 1/2) months commencing
January 15, 1997 and ending on August 31, 2000. Sublessor and Sublessee agree
that Sublessee shall have access to the premises beginning January 1 for the
purpose of wiring and fixturization of the Premises.
3. (a) This Sublease shall be and is subject to all of the terms and
conditions of the Underlying Lease, and, excepting as to rental payable by the
Tenant thereunder and as otherwise provided herein, each and every provision of
the Underlying Lease shall be deemed Incorporated and made a part of this
Sublease. Sublessee shall abide by all the applicable provisions of the
Underlying Lease and hereby assumes during the entire term hereof, all the
duties and obligations of the tenant.
(b) The Underlying Lease is hereby incorporated herein by reference. The
Sublessor shall maintain at all times a copy of the Underlying Lease in the
office of the President of Sublessor and make the same fully available for
inspection by Sublessee at reasonable times on request. Sublessee acknowledges
that Sublessee has reviewed and is familiar with the terms thereof as they
pertain to this Sublease.
(c) Any action or inaction of Sublease which is a breach of the Underlying
Lease shall be a breach of this Sublease.
(d) All rights and privileges of Sublessor, as tenant under the Underlying
Lease, are intended to be available to Sublessee under this Sublease, except as
otherwise expressly provided herein. On Sublessee's demand, Sublessor agrees to
take whatever reasonable steps may be necessary to aid Sublessee in the
enforcement of same. If Sublessee wishes Sublessor to take any action or
exercise any right under the Underlying Lease, Sublessee shall give Sublessor
sufficient advance notice to allow a look solely to the landlord under the
Underlying Lease and not to Sublessor for satisfaction of all those rights and
privileges and terms incorporated herein from the Underlying Lease.
(e) Sublessor shall have no obligation to pay for or furnish any repairs,
maintenance or restoration that may be required to be paid for or furnished by
the landlord under the Underlying Lease, and Sublessee hereby waives all right
to make repairs at the expense of Sublessor as provided by any applicable
sections of Arizona law. Sublessee accepts the subleased premises in its present
condition, including any and all conditions not visible or observable upon
inspection, but shall be allowed to make any improvements it deems necessary,
subject to lessor approval.
(f) Upon their vacation of the Premises, Sublessor hereby agrees to restore
their portion of the Premises to its original condition, and reconstruct their
reception area, adding one storage Room as depicted in Exhibit A-1.
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(g) In event of any termination of the Underlying Lease, this Sublease
shall terminate; provided, however, that Sublessor agrees not voluntarily to
perform any act which will result in termination of the Underlying Lease without
the Sublessee's consent first.
4. Sublessee shall pay as monthly rent to Sublessor per the schedule below, in
advance without deduction or offset, at such place or places as may be
designated from time to time by Sublessor as designated below during the entire
term.
Months Rent Monthly Rent
01/15/97-02/28/97 - 0 $0
03/01/97-09/30/97 - $13.38/p.s.f. $10,135.35 (actual rent based on 9,090 square feet)
10/01/97-12/31/97 - $13.38/p.s.f. $14,849.57
01/01/98-12/31/98 - $14.33/p.s.f. $15,903.91
01/01/99-08/31/00 - $15.33/p.s.f. $17,013.74
In the event Sublessor vacates the Premises, as referenced in Paragraph 1(b),
the Monthly Rent, upon Sublessor's vacancy shall become $14,849.57, based on
Sublessee's use of the entire Premises.
5. Sublessee shall be responsible for any increases in operating expenses billed
to lessor in excess of their pro-rata share of operating expenses during
calendar year 1997, subject to the limitations set forth in Paragraphs 3(c) and
Paragraph 7 of Exhibit "D" of the Underlying Lease.
6. All demands, notices, approvals or requests from the landlord shall be in
writing and shall be sent by registered mail addressed to Sublessee at the
subleased premises, and also addressed to Sublessor. Sublessor and Sublessee
shall have the right from time to time to notify the other party in writing that
it is changing its own address for demands, notices, approvals or requests under
this section.
7. All exterior signage dedicated to Sublessor shall immediately be transferred
to Sublessee. The cost of installing new signage shall the sole responsibility
of Sublessee.
Sublessee shall not assign this Sublease or any interest therein nor
further sublet the subleased premises, or any part thereof, without the written
consent of Sublessor and the landlord under the Underlying Lease. Sublessor
shall not unreasonably withhold such consent. Any such assignment, subleasing,
occupancy or use without the prior written consent of Sublessor and the lessor
under the Underlying Lease shall, at the option of Sublessor, terminate this
Sublease without reducing or mitigating Sublessee's obligation.
The covenants and conditions herein contained shall apply to and bind
the successors and assigns of all the parties hereto.
Time is of the essence of this Sublease.
This Sublease is subject to and conditioned upon the written consent
of the landlord under the Underlying Lease.
IN WITNESS WHEREOF, Sublessor and Sublessee have executed these
documents the day and year first above written.
SUBLESSOR: SUBLESSEE:
By: /s/ Xxxxxxx X. Xxxx, Xx. By: ______________________________
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Title: Acting CEO Title: ______________________________
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Date: ________________________ Date: ______________________________
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