Lease Agreement

EXHIBIT 10.54


HEADQUARTERS AT GATEWAY LAKE LEASE AGREEMENT


Term - 5 years
COMMENCING JANUARY 1, 1996
TERMINATING DECEMBER 31, 2000


THIS LEASE AGREEMENT made and entered into this 1st day of January, 1996, by and between GATEWAY LLC (hereinafter referred to as "Landlord", and INFOMED HOLDINGS, INC. (hereinafter referred to as "Tenant").


W I T N E S S E T H:


In consideration of the rents, covenants and agreements herein, Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord upon terms, provisions and conditions herein, the real property hereinafter described.


ARTICLE I
DESCRIPTION OF PROPERTY, TERMS AND USE


1.1 Description of Property. Landlord leases to Tenant a portion of the real property in the development known as the Headquarters at Gateway Lake and specifically identified as 1180 S.W. 36th Avenue, Pompano Beach, Florida (hereinafter referred to as the "Leased Premises") reflected on the legal description attached hereto as Exhibit "A" and made a part hereof and the floor plan attached hereto as Exhibit "B" and made a part hereof. 2


1.2 Rentable Area. The premises consist of 20,291 rentable square feet (the entire first floor of the premises and 8,000 square feet of the second floor) and constitutes Eighty Two and Fifty Four One Hundredths (82.54%) percent of rentable square footage of the building.


1.3 Term. Tenant is to have the Leased Premises being described subject to the terms and conditions hereof for a term of five (5) years, commencing on January 1, 1996 which shall be known as the "Commencement Date".


1.4 Use. The Leased Premises shall be used and occupied by Tenant solely for the purpose of a business office, storage and system check-out and for no other purpose without Landlord's express written consent.


ARTICLE II
RENT


2.1 Base Rental. In consideration of the leasing of the aforesaid premises, Tenant does hereby covenant and agree with Landlord to pay rental as follows:


For the first year, the sum of Two Hundred Thirteen Thousand Fifty Five and 50/100 ($213,055.50) Dollars per annum, payable monthly in advance at the rate of Seventeen Thousand Seven Hundred Fifty Four and 62/100 ($17,754.62) Dollars plus applicable state sales tax. The first monthly installment of rent is paid simultaneously with the execution of this Lease Agreement and thereafter commencing on the first day of the second month of the term of this Lease. For the second year, the sum of Two Hundred Twenty Three Thousand Two Hundred One and 00/100 ($223,201.00) Dollars per annum, payable monthly in advance at the rate of Eighteen Thousand Six Hundred and 08/100 ($18,600.08) Dollars plus applicable state sales tax. For the third year, the sum of Two Hundred Thirty Three Thousand Three Hundred Forty Six and 50/100 ($233,346.50) Dollars per annum, payable monthly in advance at the rate of Nineteen Thousand Four Hundred Forty Five and 54/100 ($19,445.54) Dollars plus applicable state sales tax. For the fourth year, the sum of Two Hundred Forty Three Thousand Four Hundred Ninety Two and 00/100 ($243,492.00) Dollars per annum, payable monthly in advance at the rate of Twenty Thousand Two Hundred Ninety One and 00/100 ($20,291.00) Dollars plus applicable state sales tax. For the fifth year, the sum of Two Hundred Fifty Three Thousand Six Hundred Thirty Seven and 50/100 ($253,637.50) Dollars per annum, payable monthly in advance at the rate of Twenty One Thousand One Hundred Thirty Six and 46/100 ($21,136.46) Dollars plus applicable state sales tax. All rental plus applicable state sales tax reserved and agreed to be paid under this Lease shall be paid in lawful currency of the United States of America. Except as otherwise provided in this Lease, rental payments called for hereunder shall be made to Landlord without notice, demand, set-off or deduction at the place specified by Landlord from time to time in writing.


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2.2 Tenant's Share of Basic Operating Expenses


(a) The term "Basic Operating Expenses" will include operating costs, taxes and association assessments for the building and common area.


(b) The term "Common Area" shall mean all real or personal property owned by the Landlord for the common, non-exclusive use of the Landlord, the Tenant and their employees, guests and invitees including, but not limited to sidewalks, landscape areas, lighting, delivery areas, parking areas, entrance and lobby areas, security, elevators, stairways, hallways shared by more than one tenant and all lavatories shared by more than one tenant.


(c) The term "Operating Costs" shall mean the operating expenses of the building and all expenditures by Landlord to maintain the building, parking and related facilities, and such additional facilities in subsequent years as may be determined by Landlord to be necessary in accordance with sound and reasonable practices for facilities of a like kind and character. All operating expenses shall be determined on an accrual basis in accordance with generally accepted accounting principles which shall be consistently applied. Such operating expenses shall include all expenses, costs and disbursement of every kind and nature which Landlord shall pay or become obligated to pay because or in connection with the ownership, operation and maintenance of the building, including, but not limited to, the following:


(1) Wages and salaries of all employees engaged in direct operation and maintenance of the building, employer's social security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages and salaries, the cost of disability and hospitalization insurance and pension or retirement benefits for such employees;


(2) All supplies and materials used in the operation and maintenance of the building;


(3) Cost of all utilities for the common areas of the building, including the cost of water, lighting, air-conditioning and ventilating, but excluding the cost of electricity for the tenants' premises;


(4) Cost of all maintenance and service agreements for the building, the equipment therein and grounds, including janitorial service, security service, landscape maintenance, alarm service, window cleaning and elevator maintenance;


(5) Cost of all insurance relating to the building, including casualty and liability insurance applicable to the building, Landlord's personal property used in connection therewith and rent insurance.


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(6) All taxes and assessments and governmental charges, whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Leased Premises or by others, subsequently created or otherwise, and any other taxes and assessments attributable to the Building or its operation excluding, however, Federal and State taxes on income and ad valorem taxes on Tenant's personal property and on the value of tenant leasehold improvements to the extent that the same exceeds standard building allowances;


(7) Cost of repairs and general maintenance (excluding such repairs and general maintenance paid by insurance proceeds or by Tenant and other third parties and alterations attributable solely to tenants of the building other than the Tenant);


(8) Legal expenses, accounting expenses and management fees incurred with respect to the building;


(9) Costs incurred in compliance with new or revised federal or state laws or municipal ordinances or codes or regulations promulgated under any of the same;


(10) Amortization of the cost of installation of capital investment items which are primarily for the purpose of reducing (or avoiding increases in) operating costs or which may be required by governmental authority. All such costs shall be amortized over the reasonable life of the capital investment items with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles and in no event to extend beyond the reasonable life of the building. In the case of installations for the purpose of reducing (or avoiding increases in) operating costs, Landlord shall, upon request, provide Tenant a cost justification therefor;


(11) The Tenant recognizes the Leased Premises are subject to certain protective covenants and restrictions for Headquarters at Gateway Lake Business Park Association, Inc. Said Association has been formed to enforce the declarations and operate and maintain the common areas referred to therein. The Tenant agrees to pay as part of its proportionate share of operating costs, all maintenance or other assessments imposed by the Association on the Landlord as owner of the building as provided in the Declaration.


Basic Operating Costs shall not include (i) expenditures classified as capital expenditures for Federal income tax purposes (except as set forth in Section 2.2(c)(10)), (ii) costs for which Landlord is entitled to specific reimbursement by Tenant, any other tenant of the building, or any other third party, (iii) costs of initial construction of the building, (iv) cost of renovating or modifying space in the building for lease to other tenants, (v) leasing commissions, ground rentals, and all non-cash expenses (including depreciation), and (vi) debt service on any indebtedness secured by the building.


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(d) The Tenant's proportionate share of Basis Operating Expenses shall be 82.54 percent of the total operating expenses and shall be paid to Landlord on the first day of each month along with basic rent in an amount equal to one-twelfth (1/12) of the Landlord's estimate of Tenant's proportionate share of same.


(e) Landlord shall furnish Tenant a budget for taxes and operating expenses setting forth Landlord's estimates of such amounts for the coming year. Said budget will be submitted to Tenant prior to January 31 of each year. For leases commencing during the initial year of occupancy of the Leased Premises, a budget will be furnished for the period from commencement of this Lease until December 31, 2000. A form of budget covering estimated operating expenses is attached hereto as Exhibit "C" and made a part hereof.


(f) Within 120 days after the end of each calendar year, or as soon thereafter as possible, Landlord shall furnish to Tenant an operating statement showing actual taxes and operating expenses incurred for the preceding year and an appropriate cash adjustment shall be made between Landlord and Tenant to reflect any difference between payments made based upon the estimated costs and the actual costs. Payment of the amount due either party (Landlord or Tenant) shall be made within ten (10) days following furnishing of the Operating Statement. Provided, further, however, that if within a calendar year there shall be collective increases in the taxes or operating expenses which exceed ten (10%) percent of the estimated budget, the Landlord may, at its option, adjust the budget for the remaining portion of the year to reflect such change so as to more accurately reflect costs and prevent a large variance between the estimated budget and actual expenses paid.


(g) Audit. Tenant, at his expense, shall have the right, upon giving reasonable notice, to audit Landlord's books and records relating to any increased or additional costs payable hereunder for any periods within two (2) years prior to such an audit or report prepared by a certified public accountant, which audit or report for purposes of this Lease shall be conclusive.


ARTICLE III
LANDLORD'S SERVICES


3.1 Services to be furnished by Landlord. Landlord shall use its best efforts to furnish Tenant, subject to the Building Rules and Regulations (hereafter defined) and Tenant's performance of its obligations hereunder, the following services:


(a) Maintenance of the heating, ventilation and air conditioning system serving the premises. Tenant is responsible for electric charges for the air conditioning system and other electric usage in Tenant's premises. Landlord furnishes air conditioning and heating in the common areas.


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(b) Hot and cold water at those points of supply provided for lavatory and drinking purposes only.


(c) Janitor service in and about the building and the Leased Premises five (5) days per week, and periodic window washing; however, Tenant shall pay, as additional rent, the additional costs attributable to the cleaning of improvements within the Leased Premises other than building standard improvements, including any costs for cleaning areas used for serving or consumption of food or beverages, data processing or reproduction operations.


(d) Elevators for access to and egress from the Leased Premises and the building twenty-four (24) hours a day, seven (7) days a week.


(e) Electricity for all common areas and parking areas.


(f) Replacement of fluorescent lamps building, standard light fixtures installed by Landlord and incandescent bulb replacement in all public areas.


3.2 Failure by Landlord to any extent to furnish such services or any cessation thereof of Landlord shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any of such services be interrupted, Landlord shall use reasonable diligence to restore same promptly, but Tenant shall have no claim for rebate of rent or damages or eviction on account thereof.


3.3 Tenant shall pay directly to the utility providing service monthly, as billed, such charges as may be separately metered to Tenant for any electric services utilized by Tenant. It is expressly understood it is the Tenant's responsibility to make application to the appropriate utility service for required service and to make any deposit required by the utility for such service in sufficient time to allow utility company to provide service on date required. Failure to have such utility service available will not extend the date upon which the lease term begins or when rental payment commences.


ARTICLE IV
PREPARATION OF PREMISES


4.1 Landlord shall make those improvements completed and prepared for Tenant's occupancy in accordance with the agreed upon plans and specifications between Landlord and Tenant attached hereto and made a part hereof. The facilities, material and work to be furnished, will be performed by the Landlord at his expense and hereinafter referred to as "Standard Improvements". Any other facilities, material or work undertaken by or for the account of a tenant over and above standard work will be "Special Work".


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4.2 The premises shall be deemed ready for occupancy on the date on which standard work shall have been substantially completed notwithstanding the fact that minor or insubstantial details of construction or adjustment remain to be performed, the non-completion of which does not materially interfere with ...