EXHIBIT 10.27
SUBLEASE AGREEMENT
BETWEEN
MEDECISION, INC.
AND
PATIENT INFOSYSTEMS, INC.
DATED: March 30, 1998
MEDecision, Inc. ("MED") is the tenant under that certain office lease (as
amended from time to time) dated as of August 4, 1995 (the "Lease" attached
hereto as Exhibit A) with EOP - One Devon Square, L.P. as landlord ("Landlord")
respecting a portion of the second floor (the "Leased Space") of the building
commonly known as One Devon Square (the "Building"), situate at 000 Xxxx
Xxxxxxxxx Xxxxxx, Xxxxx, XX 00000. MED hereby agrees to sublease a portion of
the Leased Space to Patient InfoSystems, Inc. ("Subtenant") and Subtenant hereby
agrees to sublease such space from MED, on the following terms and conditions:
1) The Space:
The subleased space (the "Premises") will consist of a portion of the second
floor consisting of approximately 2,047 rentable square feet as shown on the
attached floor plan entitled Exhibit B.
2) The Term:
The term of the sublease agreement (the "Sublease") shall commence on the
later of June 1, 1998, or upon MED's occupancy of the premises, and shall
terminate at midnight at the close of May 31, 2001 without the requirement
of any further notice thereof by either party to the other, except as may be
provided elsewhere in this Sublease.
3) Sublease Rent:
Sublease rent payable by the Subtenant to MED shall be $3,350.00 per month.
Rent shall be paid monthly in advance of the first of each month, without
demand or set-off.
4) Additional Rent:
Notwithstanding anything contained in the Lease between MED and the Landlord
to the contrary or in the Sublease herein, the Subtenant shall be directly
responsible for the cost of electricity which will be billed to Subtenant
according to paragraph 5.03 of the Lease between MED and Landlord, and for
their proportionate share (according to the formula in paragraph 5.04(a) of
the Lease between MED and Landlord) of increases in the cost of operating
and maintaining the Building during all or part of any calendar year in
which this Sublease is in effect.
5) Improvements:
Subtenant acknowledges that it has inspected the Premises and agrees to accept
the Premises in their present "as-is" condition and any improvements will be at
the sole cost of the Subtenant,
6) Insurance:
Subtenant shall maintain, with MED and Landlord named as additional insured's,
such liability and other insurance as is required to be maintained by MED under
the Lease, with such limits and otherwise in accordance such requirements as are
set forth in the Lease.
Subtenant shall provide a Certificate of Insurance to MED indicating such
coverage.
7) Further Subletting:
Subtenant shall not have the right to further sublease of the Premises.
8) MED Lease:
This Sublease is subject to all of the terms and conditions of the Lease, each
of which is hereby incorporated herein by reference and made a part thereof, and
the parties agree that:
(a) Subtenant shall fully and faithfully perform, with regard to the Premises,
all of the duties and obligations contained in the terms, covenants and
conditions of the Lease to be performed by MED as tenant. Each event of
default set forth in the Lease respecting MED and the Leased Space shall
be equally applicable to Subtenant and the Premises.
(b) MED, in its relations with Subtenant hereunder, shall have all of the
rights and remedies afforded to Landlord in it relations with MED as
tenant as set forth in the Lease. Without limiting the generality of the
foregoing, the consent of MED shall be required for any action of
Subtenant which, pursuant to the Lease, would require consent of Landlord
as to the tenant.
(c) MED is hereby released and relieved of (i) all of the obligations of
Landlord as set forth in the Lease other than any obligation to give
notice prior to exercising its rights and remedies, and (ii) any liability
to Subtenant for any default by Landlord under the Lease or any failure by
landlord to perform any of its obligations thereunder, but MED agrees to
reasonably cooperate with Subtenant, upon the written request of Subtenant
and at Subtenant's sole expense, in enforcing any of such obligations and
causing landlord to perform same; provided, however, that MED shall not be
liable to Subtenant in damages if, after reasonable diligence on the part
of MED, landlord shall fail to perform such obligations.
(d) Subtenant acknowledges that the rights granted to it under this Sublease
agreement are not in any sense greater or broader than the rights
granted to MED as tenant under the Lease.
9) Indemnification:
Subtenant agrees to indemnify and save harmless MED against and from any and all
claims by or on behalf of any person or persons, firm or firms, corporation or
corporations, arising from Subtenant's use of the Premises (or the Leased Space)
or the conduct of its business or from any activity, work or thing done,
permitted or suffered by Subtenant, in or about the Premises (or the Leased
Space), and from any and all claims arising from any breach or default on
Subtenant's part in the performance of any covenant or agreement on Subtenant's
part to be performed pursuant to the terms of this Sublease agreement, or any of
its agents, contractors, servants, employees or licensees.
10) Damage to Property:
Neither MED nor its agents or employees shall be liable for (a) any damages to
property of Subtenant or of others entrusted to employees of Landlord, nor (b)
any injury or damage to persons or property resulting from any cause of
whatsoever nature unless caused by or due to the negligence of MED, its agents,
servants, or employees, nor (c) any damage caused by other tenants or persons in
the building, nor (d) any latent defects in the Premises or in the Building.
11) Effective Date:
This Sublease agreement shall not be effective until it is executed by MED and
Subtenant and approved by Landlord.
12) Time:
Time is of the essence of this Sublease Agreement and of the performance by
Subtenant of each and every term and condition hereof and of each and every term
and condition of the Lease which Subtenant has herein agreed to keep and
perform.
13) Expiration and Termination:
This Sublease Agreement will become null and void unless executed by all parties
on or before April 3, 1998.
After the first twenty-four months of the sublease term has expired, or after
May 31, 2000, Subtenant shall have the right to submit written notice to MED
requesting early termination of the Sublease agreement conditioned upon MED's
need for the Leased Space. MED, in its sole discretion, will determine its need
for the Leased Space at that time. If MED elects to occupy the Leased Space,
Subtenant will be granted early termination and be released from the Sublease
Agreement. If MED decides it does not need additional Leased Space at that time,
MED will so notify Subtenant and Subtenant will continue to be bound by the
terms and conditions of this Sublease agreement for the remainder of the
Sublease term.
MED shall have the right, at any time after the first eighteen months of the
sublease term has expired, or after November 30, 1999, to give six months notice
of termination of this Sublease agreement to Subtenant.
14) Complete Agreement:
This Sublease agreement contains all of the agreements between MED and Subtenant
respecting the subject matter hereof and may not be modified except by written
instrument duly executed by the parties.
The terms and conditions of this Sublease agreement shall extend to and be
binding upon the successors and permitted assigns of MED and Subtenant.
By signing in the spaces provided below, MED and Subtenant agree to the terms
and conditions herein set forth, intending to be legally bound thereby.
TENANT
MEDECISION, INC.
BY: /s/ Xxxxx St. Claire
ITS:-CEO
SUBTENANT
PATIENT INFOSYSTEMS, INC.
BY: /s/ Xxxxxx X Xxxxxxxx
ITS: President & CEO
