Lease Agreement

Exhibit 10.36


CUMBERLAND OFFICE PARK


LEASE AGREEMENT


BY AND BETWEEN


PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.


AND


SIMIONE CENTRAL HOLDINGS, INC.


January 16, 2001


TABLE OF CONTENTS


Page
---- ARTICLE 1
BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS.......................1


ARTICLE 2
PREMISES AND QUIET ENJOYMENT..........................................2


ARTICLE 3
TERM; COMMENCEMENT DATE; DELIVERY AND ACCEPTANCE OF PREMISES..........2


ARTICLE 4
RENT..................................................................3


ARTICLE 5
OPERATING COSTS.......................................................4


ARTICLE 6
PARKING...............................................................6


ARTICLE 7
SERVICES OF LANDLORD..................................................6


ARTICLE 8
ASSIGNMENT AND SUBLETTING.............................................7


ARTICLE 9
REPAIRS...............................................................9


ARTICLE 10
ALTERATIONS..........................................................10


ARTICLE 11
LIENS................................................................11


ARTICLE 12
USE AND COMPLIANCE WITH LAWS.........................................11


ARTICLE 13
DEFAULT AND REMEDIES.................................................12


ARTICLE 14
INSURANCE............................................................13


ARTICLE 15
DAMAGE BY FIRE OR OTHER CAUSE........................................14


ARTICLE 16
CONDEMNATION.........................................................15


ARTICLE 17
INDEMNIFICATION......................................................16


ARTICLE 18
SUBORDINATION AND ESTOPPEL CERTIFICATES..............................16


ARTICLE 19
SURRENDER OF THE PREMISES............................................17


ARTICLE 20
LANDLORD'S RIGHT TO INSPECT..........................................18


ARTICLE 21
SECURITY DEPOSIT.....................................................18


ARTICLE 22
BROKERAGE............................................................18


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ARTICLE 23
OBSERVANCE OF RULES AND REGULATIONS..................................18


ARTICLE 24
NOTICES..............................................................18


ARTICLE 25
MISCELLANEOUS........................................................19


ARTICLE 26
SUBSTITUTION SPACE...................................................21


ARTICLE 27
OTHER DEFINITIONS....................................................23


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The following Exhibits and Riders are attached hereto and by this reference made a part of this Lease:


EXHIBIT A - FLOOR PLAN OF THE PREMISES


EXHIBIT B - THE LAND


EXHIBIT C - LEASEHOLD IMPROVEMENTS


EXHIBIT D - FORM OF COMMENCEMENT NOTICE


RIDER NO. 1 - RULES AND REGULATIONS


RIDER NO. 2 - SPECIAL STIPULATIONS


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INDEX OF DEFINED TERMS


Definitions of certain terms used in this Lease are found in the following sections:


TERM LOCATION OF DEFINITION


Additional Rent Section 1.1N Adjustment Date(s) Section 4.3 Bankruptcy Code Section 8.6 Base Building Condition Exhibit C Base Index Section 4.3 Base Rent Section 1.2M Base Year Operating Costs Section 1.1O Basic Lease Information and Certain Definitions Article 1 Broker Section 1.1R Building Section 1.1B Building Standard Exhibit C Business Days Article 27 Commencement Date Section 1.1F Common Areas Article 27 days Article 27 Events of Default Section 13.1 Expiration Date Section 1.1G herein, hereof, hereby, hereunder and words of similar import Article 27 include and including Article 27 Interest Rate Section 4.2 Land Section 1.1C Landlord Preamble Landlord's Address for Notice Section 1.1S Landlord's Address for Payment Section 1.1T Landlord's Operating Costs Estimate Section 5.1 Landlord's Work Exhibit C Leasehold Improvements Exhibit C Lease Year Section 4.3 Net Rentable Area Article 27 Net Rentable Area of the Building Section 1.1J Net Rentable Area of the Premises Section 1.1I Non-Building Standard Exhibit C Office Park Section 2.1 Operating Costs Section 5.2 Parking Facilities Section 1.1D Project Section 1.1E Premises Section 1.1A Reference to Landlord as having "no liability to Tenant" or being "without liability to Tenant" or words of like import Article 27 Rent Section 1.1L repair Article 27 Security Deposit Section 1.1Q Substitution Space Article 26 Successor Landlord Section 18.2 Taxes Section 5.2 Tenant Preamble & Article 27 Tenant Delay Exhibit C Tenant's Address for Notice Section 1.1U Tenant's Allowance Exhibit C Tenant's Parking Permits Section 6.1 Tenant's Permitted Uses Section 1.1P Tenant's Property Section 14.1A(a) Tenant's Share Section 1.1K Tenant's Work Exhibit C Term Section 1.1H termination of this Lease and words of like import Article 27 terms of this Lease Article 27 this Lease Preamble Usable Area of Premises Exhibit C year Article 27


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LEASE AGREEMENT


THIS LEASE AGREEMENT ("this Lease") is made and entered into by and between PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnership ("Landlord") and SIMIONE CENTRAL HOLDINGS, INC., a Delaware corporation ("Tenant"), upon all the terms set forth in this Lease and in all Exhibits and Riders hereto, to each and all of which terms Landlord and Tenant hereby mutually agree, and in consideration of One Dollar ($1.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the rents, agreements and benefits flowing between the parties hereto, as follows:


ARTICLE 1
BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS


SECTION 1.1 Each reference in this Lease to information and definitions contained in the Basic Lease Information and Certain Definitions and each use of the terms capitalized and defined in this Section 1.1 shall be deemed to refer to, and shall have the respective meaning set forth in, this Section 1.1.


A. Premises: The portion of the third (3rd) floor of
the Building, presently known as Suite
No. 310, as said space is identified by
diagonal lines or shaded area on the
floor plans attached hereto as Exhibit
A.


B. Building: The building constructed by Landlord on
a portion of the Land, said building
being known as 2625 Cumberland Parkway,
Atlanta, Georgia 30339.


C. Land: Those certain parcels of land described
under the caption "Land" in Exhibit B
hereof.


D. Parking Facilities: The surface parking which is adjacent to
the Building.


E. Project: The Land and all improvements thereon,
including the Building, the Parking
Facilities, and all Common Areas.


F. Commencement Date: That certain date on which the Term
shall commence, as determined pursuant
to the provisions of Article 3 hereof.


G. Expiration Date: 11:59 p.m. on that date which follows
the Commencement Date by thirty-six (36)
months.


H. Term: Approximately three (3) years, beginning
on the Commencement Date and ending on
the Expiration Date, unless this Lease
is sooner terminated as provided herein.


I. Net Rentable Area of Premises: Approximately 12,431 square feet,
subject to the provisions of Section 3.3
hereof.


J. Net Rentable Area of the Building: Approximately 78,317 square feet,
subject to the provisions of Section 3.3
hereof.


K. Tenant's Share: 15.873% representing a fraction, the
numerator of which is the Net Rentable
Area of the Premises and the denominator
of which is the Net Rentable Area of the
Building, subject to future adjustment
pursuant to the provisions of Section
5.4 hereof.


L. Rent: The Base Rent and the Additional Rent.


M. Base Rent: The Base Rent shall be $211,327.00 per
annum ($17.00 per square foot per annum
of Net Rentable Area of the Premises),
subject to such increases as may be
provided herein, payable in equal
monthly installments of $17,610.58,
subject to such increases as may be
provided herein.


N. Additional Rent: The Additional Rent shall be all other
sums due and payable by Tenant under the
Lease, including, but not limited to,
Tenant's Share of Operating Costs.


O. Base Year Operating Costs: The Base Year Operating Costs for the
first full or partial year of the Term
shall be the actual Operating Costs for
calendar year 2001.


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P. Tenant's Permitted Uses: Tenant may use the Premises only for
executive and administrative offices for
the conduct of Tenant's business in
accordance with the provisions of this
Lease.


Q. Security Deposit: $52,831.75.


R. Brokers: Prentiss Properties Limited,
representing Landlord. Ackerman &
Company, representing Tenant.


S. Landlord's Address for Notice: Prentiss Properties Acquisition
Partners, L.P. 3890 West N.W. Highway,
Suite 400 Dallas, Texas 75220 Attention:
Michael V. Prentiss


With a copy to:


Prentiss Properties Acquisition
Partners, L.P. 2690 Cumberland Parkway
Suite 550 Atlanta, Georgia 30339


T. Landlord's Address for Payment: Prentiss Properties Acquisition
Partners, L.P. P.O. Box 905161
Charlotte, North Carolina 28290-5161


U. Tenant's Address for Notice: 2625 Cumberland Parkway Suite 310
Atlanta, Georgia 30339 Attention: Ms.
Kathryn B. McClellan


ARTICLE 2
PREMISES AND QUIET ENJOYMENT


SECTION 2.1 Landlord hereby leases the Premises to Tenant, and Tenant hereby rents and hires the Premises from Landlord, for the Term. During the Term, Tenant shall have the right to use, in common with others and in accordance with the Rules and Regulations, the Common Areas. Landlord and Tenant each acknowledge that the Building is a part of a larger complex of office buildings known as the Cumberland Office Park (the "Office Park").


SECTION 2.2 Provided that Tenant fully and timely performs all the terms of this Lease on Tenant's part to be performed, including payment by Tenant of all Rent, Tenant shall have, hold and enjoy the Premises during the Term without hindrance or disturbance from or by Landlord; subject, however, to all of the terms, conditions and provisions of any and all ground leases, deeds to secure debt, mortgages, restrictive covenants, easements, and other encumbrances now or hereafter affecting the Premises, the Project or the Office Park.


ARTICLE 3
TERM; COMMENCEMENT DATE;
DELIVERY AND ACCEPTANCE OF PREMISES


SECTION 3.1 The Commencement Date shall be the later of (a) the date the Premises are deemed available for occupancy pursuant to Section 3.2 hereof or (b) February 1, 2001.


SECTION 3.2


A. The Premises shall be deemed available for occupancy as soon as the following conditions have been met: (a) the Leasehold Improvements (as defined in Exhibit C to the Lease) have been substantially completed as determined by Landlord's architect or space planner; (b) either a certificate or certificates of occupancy (temporary or final) or other certificate permitting the lawful occupancy of the Premises has been issued for the Premises by the appropriate governmental authority; and (c) at least three (3) Business Days' notice of the anticipated occurrence of the conditions in clauses (a) and (b) above has been given to Tenant.


B. Notwithstanding anything to the contrary contained herein, if there is a delay in the availability for occupancy of the Premises due to Tenant Delay (as defined in Exhibit C to the Lease) then the Premises shall be deemed available for occupancy on the date on which the Premises would have been available for occupancy but for such Tenant Delay, even though a certificate of occupancy or other certificate permitting the lawful occupancy of the Premises has not been issued or the Leasehold Improvements have not been commenced or completed.


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SECTION 3.3 The Net Rentable Area of the Premises and the Building are approximately as stated in Sections 1.1I and J, respectively, and shall be specifically calculated by the Landlord's architect or space planner using base building plans in accordance with the definition set forth in Article 27 hereof when the Leasehold Improvements for the Premises are substantially complete. By written instrument substantially in the form of Exhibit D attached hereto, Landlord shall notify Tenant of the Commencement Date, the Net Rentable Area of the Premises and all other matters stated therein. The Commencement Notice shall be conclusive and binding on Tenant as to all matters set forth therein, unless within ten (10) days following delivery of such Commencement Notice, Tenant contests any of the matters contained therein by notifying Landlord in writing of Tenant's objections. The foregoing notwithstanding, Landlord's failure to deliver any Commencement Notice to Tenant shall not affect Landlord's determination of the Commencement Date or the Net Rentable Area of the Premises.


SECTION 3.4 Tenant may not enter or occupy the Premises prior to the Commencement Date without Landlord's express written consent and any entry by Tenant shall be subject to all of the terms of this Lease; provided however, that no such early entry shall change the Commencement Date or the Expiration Date.


SECTION 3.5 Occupancy of the Premises or any portion thereof by Tenant or anyone claiming through or under Tenant for the conduct of Tenant's, or such other person's business therein shall be conclusive evidence that Tenant and all parties claiming through or under Tenant (a) have accepted the Premises as suitable for the purposes for which the Premises are leased hereunder, (b) have accepted the Common Areas as being in a good and satisfactory condition and (c) have waived any defects in the Premises and the Project; provided however, that, if any Leasehold Improvements have been constructed and installed to prepare the Premises for Tenant's occupancy, Tenant's acceptance of the Premises, and waiver of any defect therein, shall occur upon Landlord's substantial completion of the Leasehold Improvement, in the Premises in accordance with the terms of Exhibit C hereof, subject only to Landlord's completion of items on Landlord's punchlist. Landlord may, at Landlord's option, conclusively establish the date of "substantial completion" by providing Tenant with a written certification of such date. Landlord shall have no liability, except for negligence or willful misconduct, to Tenant or any of Tenant's agents, employees, licensees, servants or invitees for any injury or damage to any person or property due to the condition or design of, or any defect in, the Premises or the Project, including any electrical, plumbing or mechanical systems and equipment of the Premises or the Project and the condition of or any defect in the Land; and Tenant, for itself and its agents, employees, licensees, servants and invitees, expressly assumes all risks of injury or damage to person or property, either proximate or remote, resulting from the condition of the Premises or the Project.


ARTICLE 4
RENT


SECTION 4.1 Tenant shall pay to Landlord, without notice, demand, offset or deduction, in lawful money of the United States of America, at Landlord's Address for Payment, or at such other place as Landlord shall designate in writing from time to time: (a) the Base Rent in equal monthly installments, in advance, on the first day of each calendar month during the Term, and (b) the Additional Rent, at the respective times required hereunder. The first monthly installment of Base Rent and the Additional Rent payable under Article 5 hereof shall be paid in advance on the date of Tenant's execution of this Lease and applied to the first installments of Base Rent and such Additional Rent coming due under this Lease. Payment of Rent shall begin on the Commencement Date; provided, however, that, if either the Commencement Date or the Expiration Date falls on a date other than the first day of a calendar month, the Rent due for such fractional month shall be prorated on a per diem basis between Landlord and Tenant so as to charge Tenant only for the portion of such fractional month falling within the Term.


SECTION 4.2 All past due installments of Rent shall be subject to a late charge of $100.00 and shall additionally bear interest until paid at a rate per annum (the "Interest Rate") equal to the greater of fifteen percent (15%) or four percent (4%) above the prime rate of interest from time to time publicly announced by The First National Bank of Chicago, a national banking association, or any successor thereof; provided, however, that, if at the time such interest is sought to be imposed the rate of interest exceeds the maximum rate permitted under federal law or under the laws of the State of Georgia, the rate of interest on such past due installments of Rent shall be the maximum rate of interest then permitted by applicable law.


SECTION 4.3


A. On the first anniversary of the Commencement Date and on each anniversary date thereafter (the "Adjustment Date(s)"), Tenant shall pay as adjusted Base Rent an amount equal to 103% of the annual Base Rent for the preceding Lease Year, with appropriate adjustments based upon any changes in the Net Rentable Area of the Premises. For purposes of illustration only, if the Base Rent for the first Lease Year is $100,000, the Base Rent for the second Lease Year will be $103,000, and the Base Rent for the third Lease Year will be $106,090, provided that the Net Rentable Area of the Premises remains constant during said period. One-twelfth of said amount shall be payable by Tenant in each month of the Lease Year, as hereinafter defined, as the new, adjusted monthly Base Rent.


B. As used in this Lease, the term "Lease Year" shall mean a 12-month period commencing on the Commencement Date or any anniversary thereof, except that the final Lease Year shall be the period commencing on the last anniversary of the Commencement Date during the Term, and ending on the Termination Date. If the final Lease Year is less than twelve (12) months, all amounts shall be approximately prorated based upon a 365-day year.


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C. Any provisions in this Lease with respect to the payments of the Base Rent by Tenant shall also be applicable to the adjusted Base Rent provided for herein.


ARTICLE 5
OPERATING COSTS


SECTION 5.1 Tenant shall pay to Landlord, on a per square foot basis, as Additional Rent, for each year or fractional year during the Term, Tenant's Share of the amount, if any, that Operating Costs for such year exceed Base Year Operating Costs ("Tenant's Operating Costs Payment"). Tenant's Operating Costs Payment shall be calculated and paid as follows:


A. Commencing on the first day of January of the year following the year in which the Commencement Date occurs, and on the first day of January of each year during the Term thereafter, (or as soon after as is practicable), Landlord shall furnish Tenant with a statement ("Landlord's Operating Costs Estimate") setting forth Landlord's reasonable estimate of Operating Costs for the forthcoming year and Tenant's Share of the amount by which such Operating Costs exceed the Base Year Operating Costs. On the first day of each calendar month during such year, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant's Operating Costs Payment. If for any reason Landlord has not provided Tenant with Landlord's Operating Costs Estimate on the first day of January of any year during the Term, then (a) until the first day of the calendar month following the month in which Tenant is given Landlord's Operating Costs Estimate, Tenant shall continue to pay to Landlord on the first day of each calendar month the sum, if any, payable by Tenant under this Section 5.1 for the month of December of the preceding year and, (b) promptly after Landlord's Operating Costs Estimate is furnished to Tenant, Landlord shall give notice to Tenant stating whether the installments of Tenant's Operating Costs Payments previously made for such year were greater or less than the installments of Tenant's Operating Costs Payments to be made for such year in accordance with Landlord's Operating Costs Estimate, and (i) if there shall be a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10) days after the delivery of Landlord's Operating Costs Estimate, or (ii) if there shall have been an overpayment, Landlord shall apply such overpayment as a credit against the next accruing monthly installment(s) of Additional Rent due from Tenant under this Section 5.1 until fully credited to Tenant, and (iii) on the first day of the calendar month following the month in which Landlord's Operating Costs Estimate is given to Tenant and on the first day of each calendar month throughout the remainder of such year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of Tenant's Operating Costs Payment. The foregoing notwithstanding, Landlord shall have the right from time to time during any year to notify Tenant in writing of any change in Landlord's Operating Costs Estimate, in which event such Tenant's Operating Costs Payment, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of the month following Landlord's giv ...