Indenture Of Lease S&s Realty

INDENTURE OF LEASE


THIS INDENTURE OF LEASE, made this 1st day of January, 1998,
by and between


S&S REALTY, a Connecticut general partnership with offices located at
4130 Whitney Avenue, Hamden, Connecticut (hereinafter "Landlord"); and


SIMIONE CENTRAL CONSULTING, INC. a Georgia corporation with offices
located at 6600 Powers Ferry Road, Atlanta, Georgia 30339 (hereinafter
"Tenant").


ARTICLE I


DEFINITIONS


1.1 Building shall mean all of the real property, together with all of the improvements, structures, and the buildings thereon, now or hereafter during the Term of this Lease, known as 4130 Whitney Avenue, Hamden, Connecticut 06518 and as more particularly described in Schedule 1.1 attached hereto and made a part hereof.


1.2 Common Areas shall mean all areas and improvements in and around the Building which Landlord shall make available, for the general use, in common, by Tenant and other tenants and occupants of the Building, and shall include but not be limited to the following: hallways, yards, entrances, exits, stairwells, lavatories, service closets, entrance lobbies, storage areas, loading docks, and any fixtures or personal property of Landlord in any part thereof.


1.3 Leased Premises shall mean that portion of the Building identified in Schedule 1.3, attached hereto and made a part hereof.


1.4 Lease Year shall mean a twelve (12) month period commencing on January 1, 1998, and terminating on December 31, 1998, and each succeeding a twelve (12) month period during the Term of this Lease.


1.5 Mortgage shall mean any mortgage, deed to secure debt, trust indenture, or deed of trust which may now or later encumber or be a lien upon Landlord's interest in the Leased Premises, or the Building; and any spreading agreements, renewals, modifications, consolidations, replacements, and extensions of any instrument heretofore referred.


1.6 Mortgagee shall mean the holder of any Mortgage.


1.7 Operating Expenses shall mean all amounts expended in connection with the Leased Premises by Landlord or on Landlord's behalf for (i) the operation, repair, or maintenance of any portion or all of the Leased Premises or the Common Areas; (ii) cleaning, lighting, striping, and snow removal of any parking spaces or lots comprising the Common


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Area; (iii) premium costs of public liability insurance covering the Building and the Common Areas; (iv) premium costs for the Broad Form All Risk Insurance (or its equivalent) cover the Building or the Common Areas (v) actual labor costs for services required in connection with the operation, maintenance, repair, or replacement of the Leased Premises or the Common Areas.


1.8 Pro Rata Share shall mean Tenant's proportionate percentage of the leased space in the Building, which such percentage is equal to Tenant's Total Rented Square Footage (agreed to be 6,500 square feet) divided by Total Rentable Square Footage of the Building (agreed to be 9,000 square feet).


1.9 Real Estate Taxes shall mean all current real property taxes imposed with respect to the Leased Premises by any governmental authority having jurisdiction thereof, and all impositions and assessments for public improvements, such as sanitary sewer or public water supply (excluding any assessment so imposed in connection with the initial construction of the Leased Premises); provided, however, that if at any time during the Term of this Lease, the present method of taxation or assessment of real property shall be altered, changed or modified, in whole or in part, and in addition to or in lieu of such real property taxes, there shall be imposed upon Landlord or the Leased Premises by way of assessment or levy or otherwise upon the rents derived from the Leased Premises, each and every such assessment, levy or change shall be deemed a Real Estate Tax. Federal income taxes, state income taxes, estate taxes, inheritance taxes imposed upon Landlord shall not be considered Real Estate Taxes unless such other taxes are imposed or increased by reason of alteration, change or modification of the method of taxation or assessment of real property.


1.10 Repair shall have its ordinary meaning, but shall include replacement whenever reasonably necessary, as determined by Landlord.


1.11 Term of this Lease shall mean a period commencing on January 1, 1998 and terminating on December 31, 2002.


1.12 Utilities shall mean charges for telephones, hot water, electricity, air conditioning, and heating fuel used or consumed by the Tenant.


1.13 Permitted Uses shall mean an office engaged in General Business Use and related services. The parties expressly agree that Landlord makes no representation or warranty that such uses are or will be permitted by the appropriate zoning regulations of the City of Hamden, either presently or hereafter. In no event shall this Lease become ineffective or void as a result of the Tenant's inability to conduct its business as contemplated by the enforcement of the zoning regulations of the City of Hamden.


1.14 Tenant's Total Rented Square Feet shall mean not less than 6,500 square feet, which number is mutually agreed upon by the parties hereto.


1.15 Minimum Rent shall mean the rent as set forth in Section 2.1 hereof.


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1.16 Additional Rent shall mean all other rent payable as provided herein.


ARTICLE II


RENT, UTILITIES AND SECURITY DEPOSIT


2.1 During the Term of this Lease, Tenant shall pay Minimum Rent to Landlord without notice or demand and without setoff or counterclaim the following sums:


(a) The fixed minimum annual rent during the first year of this
Lease shall be ONE HUNDRED THIRTY THOUSAND AND NO/100
($130,000.00) DOLLARS payable in advance in equal monthly
installments of TEN THOUSAND EIGHT HUNDRED THIRTY THREE AND
33/100 ($10,833.33) DOLLARS on the first day of each month.


(b) The minimum annual rent during years two, three, four and five
of this agreement and each year of any extended term shall be
equal to the minimum rent of the year immediately preceding as
adjusted pursuant to Section 2.2 below.


2.2 The minimum annual rent for years two, three, four, and five of the initial term and each year of any extended period may, upon thirty (30) days written notice from Landlord to Tenant, be increased by ninety cents ($.90) multiplied by the Tenant's Total Rented Square Feet.


2.3 Tenant shall pay monthly throughout the Term of this Lease any and all charges for all utilities used on consumed in the Leased Premises. In the event that the charges for any of such utilities are commingled with charges for utilities servicing other Tenants of the building, or the Common Areas, Landlord may irrebuttably presume that Tenant's share of such utilities is equal to its Pro Rata Share. Any such charges for utilities paid by Landlord shall be repaid by Tenant to Landlord, as Additional Rent, within fifteen (15) days after demand therefor. Notwithstanding the foregoing, Landlord agrees that it shall pay for all cold water used or consumed in the Leased Premises.


2.4 In the event that Landlord does not receive any payment or Minimum Rent or Additional Rent within ten (10) days after the same is due, Tenant shall pay to Landlord a Late Charge equal to five (5%) percent of each such amount past due.


ARTICLE III


DEMISE AND QUIET ENJOYMENT


3.1 In consideration of all of the obligations imposed upon Tenant by the Lease, Landlord demises and leases to Tenant the Leased Premises for the Term of this Lease.


3.2 Upon payment by Tenant of the rents herein provided, and upon the observance and performance by Tenant of all of the covenants, terms and conditions of this Lease, Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the term hereby demised,


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without hindrance or interruption by Landlord, subject, however, to the terms, conditions and covenants hereof, and restrictions, easements and other matters as of the record may appear.


ARTICLE IV


USE AND OPERATIONS OF THE PREMISES


4.1 Tenant shall use the Leased Premise for the sole and exclusive purpose of the Permitted Uses set forth in Section 1.13 hereof, and for no other purpose, whatsoever, without the Consent of Landlord.


4.2 Tenant shall not engage in any activity, nor shall keep any article on the Leased Premises, which may be prohibited by the standard form of fire, casualty, and public liability insurance, or which may increase the costs incurred by the Landlord for such policies, if Landlord chooses to acquire such policies. Any increases above the normal rates for such policies as may be acquired by Landlord, if any, which result from the activities of Tenant, shall be paid to Landlord, as Additional Rent, by Tenant, within ten (10) days written demand by Landlord therefor. Proof of amount of increase and reason of increase must be provided in writing upon notification of increase.


4.3 Tenant shall not use the Leased Premises for any illegal trade, manufacture, or other business, or for any illegal purposes whatsoever.


4.4 Tenant shall not use the plumbing facilities of the Leased Premises or elsewhere in the Building, for any purposes other than those for which they were constructed. Tenant shall not dispose of any substances in such facilities which may clog, erode, or damage them.


4.5 Tenant recognizes that the effective and harmonious operation of the Building shall require the cooperation among all of the Building's occupants, and as such, Tenant hereby commits itself, its agents, employees, guests, and invitees to such actions as may be necessary to insure that there will be no interference with the peace and quiet necessary for other occupants of the Building, and the faithful observance of such rules and regulations that Landlord may promulgate pursuant to Article XIV hereof.


4.6 Tenant shall not use the roof or the exterior walls of the Leased Premises or the Building for any purpose, whatsoever, except for professional signs, which signs must be approved by the Landlord. Landlord agrees that approval shall not be unreasonably withheld. All sighs must be in conformance with the ordinances and regulations of the local authorities. Upon the termination of the lease, Tenant agrees to remove the signs and restore the exterior to its prior condition.


4.7 Landlord agrees to provide Tenant with parking spaces to be used in common with other tenants.


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ARTICLE V


MAINTENANCE AND REPORT OF THE LEASED PREMISES; SURRENDER


5.1 Tenant has examined the Leased Premises and the Common Areas, and is satisfied with the condition thereof. Tenant acknowledges that Landlord has made no representations or warranties whatsoever with the condition or fitness for Tenant's particular purposes of the Leased Premises, the Common Areas, or the Building except as otherwise set forth herein.


5.2 Landlord may enter the Leased Premises at reasonable times, and from time to time, to make such inspections, repairs, alterations, or improvements as Landlord may deem necessary, with the consent of Tenant, without any liability to Tenant for the interruption of Tenant's business, and without any obligation for Landlord to make such inspections, repairs, alterations, or improvements.


5.3 Tenant shall have the right to alter or improve the Leased Premises or any part of the Building only with the Consent of Landlord.


5.4 In the event that Tenant, its agents, employees, guests, or invitees cause any damage to the Lease Premises or the Building, whether by willful act, neglect, or omission, Tenant shall have no right to repair such damage except with the Consent of Landlord; but Landlord may repair such damage at Tenant's sole cost and expense. Such repairs as may be made by Landlord shall be performed without liability to Tenant for any loss or damage that may be sustained by Tenant's trade fixtures or other property, or any interference or interruption of Tenant's business by reason thereof. Tenant shall pay to Landlord all costs incurred by Landlord, as Additional Rent, not later than ten (10) days after Landlord send to Tenant a bill for such repairs. Any sum for such repairs not paid by Tenant within such ten (10) day period shall bear interest at the rate of fifteen (15%) percent per annum.


5.5 At the expiration of the Term of this Lease, Tenant shall surrender the Leased Premises in the same condition as the Leased Premises were in upon the commencement hereof broom clean and in good repair, reasonable wear and tear excepted, and shall surrender all keys for the Leased Premises to the Landlord at the place then fixed for the payment of rent. Tenant shall have the right to remove all of its trade fixtures, if any, before surrendering the Leased Premises, as aforesaid, provided that Tenant shall reimburse Landlord for any repair or damage occasioned thereby. Tenant's obligation to observe all of its obligations under this Section shall survive the expiration of the Term of this Lease. Trade fixtures not removed by Tenant upon the expiration of this Lease will become the property of the Landlord.


ARTICLE VI


DESTRUCTION OF LEASED PREMISES


6.1 If during the Term of this Lease, the Leased Premises are destroyed by fire, explosion, the elements, or other casualty, or if the Leased Premises are partially destroyed so as to render the Leased Premises wholly untenantable or unfit for occupancy, or should the Leased Premises be so badly injured that they cannot be repaired within one hundred eighty (180) days


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from the date they sustained such injury, then either party may elect by sending a written notice to the other to cancel and nullify the term hereby created from the date of such damage or destruction. Upon such notice, Tenant shall immediately surrender the Leased Premises and all of the Tenant's interest therein to the Landlord, and shall pay rent only to the time of such surrender, upon which event the Landlord may re-enter and repossess the Premises and may remove all persons and property therefrom. Should the Leased Premises be rendered untenantable or unfit for occupancy, but yet be repairable within one hundred eighty (180) days from the occurrence of such injury, the Landlord may enter and repair the same with reasonable speed, and the rent shall not accrue after said injury or while the repairs are being made, but shall recommence after said repairs shall be completed. In the event, however, that the Leased Premises shall be so slightly injured as not to be rendered untenantable or unfit for occupancy, then the Landlord agrees to repair the same with reasonable promptness and in that case the rent accrued and accruing shall not cease or discontinue at any time. The Tenant shall immediately notify the Landlord in case of fire or other casualty to the Leased Premises.


6.2 Landlord and Tenant hereby release each other and each other's partners, officers, directors, employees and agents, from liability or responsibility for any loss or damage to property covered by valid and collectible fire insurance with standard extended coverage endorsement. This release shall apply not only to liability and responsibility of the parties to each other, but shall also extend to liability and responsibility for anyone claiming through or under the parties by way of subrogation or otherwise. This release shall apply even if the fire or other casualty shall have been caused by the fault or negligence of a party or anyone for whom a party may be responsible; provided, however, that this release shall apply only with respect to loss or damage actuall ...