Exhibit 6.3 Equipment Lease, dated July 1, 1999, between Value Healthcare,
Inc. and The Imaging Center, Inc.
EQUIPMENT LEASE
THIS EQUIPMENT LEASE ("Lease") is made and effective JULY 1, 1999, by and
between VALUE HEALTHCARE, INC., a Maryland Corporation, ("Lessor") and THE
IMAGING CENTER, INC., a Maryland Corporation ("Lessee").
Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor,
certain tangible personal property.
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto agree as follows:
1. LEASE.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
following described equipment (the "Equipment"), located at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx :
GENERAL ELECTRIC SYNERGY HELICAL CT SYSTEM-SERIAL # 346847YM7 MEDRAD CT
INJECTOR.
2. TERM.
The term of this Lease shall commence on JULY 1, 1999 and shall expire SIXTY (
60 ) months thereafter.
3. SHIPPING.
Lessee shall be responsible for shipping the Equipment to Lessee's premises.
4. RENT AND DEPOSIT.
A. The monthly rent for the Equipment shall be paid in advance in installments
of FOURTEEN thousand five hundred dollars ( $ 14,500.00 ) each month, beginning
on July 1, 1999 and on the first day of each succeeding month throughout the
term hereof, at X.X. Xxx 000, Xxxxxxxxxx, XX 00000, or at such other place as
Lessor may designate from time to time. Any installment payment not made by the
tenth (10th) day of the month shall be considered overdue and in addition to
Lessor's other remedies, Lessor may levy a late payment charge equal to one
percent (1%) per month on any overdue amount. Rent for any partial month shall
be prorated.
B. Lessee shall pledge all collectible Accounts Receivable of The Imaging
Center,Inc. as security for full payment throughout the term of this lease.
5. USE.
Lessee shall use the Equipment in a careful and proper manner and shall comply
with and conform to all national, state, municipal, police and other laws,
ordinances and regulations in any way relating to the possession, use or
maintenance of the Equipment.
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6. Limited Warranty.
Lessor warrants that the Equipment shall, at the commencement of the Lease term,
operate properly when used in routine circumstances for the purposes for which
it was designed. In the event of any breach of this warranty, Lessee's sole
remedy and Lessor's sole obligation shall be to repair the Equipment or to
replace the Equipment with a similar working item, at Lessor's option and
expense. LESSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, EXCEPT THAT LESSOR WARRANTS THAT LESSOR HAS THE RIGHT
TO LEASE THE EQUIPMENT, AS PROVIDED IN THIS LEASE.
7. REPAIRS.
Lessee, at its own cost and expense, shall keep the Equipment in good repair,
condition and working order and shall furnish any and all service contracts,
parts, mechanisms and devices required to keep the Equipment in good mechanical
working order.
8. LOSS AND DAMAGE.
A. Lessee hereby assumes and shall bear the entire risk of loss and damage to
the Equipment from any and every cause whatsoever. No loss or damage to the
Equipment or any part thereof shall impair any obligation of Lessee under this
Lease which shall continue in full force and effect through the term of the
Lease.
B. In the event of loss or damage of any kind whatever to the Equipment, Lessee
shall, at Lessor's option: (i) Place the same in good repair, condition and
working order; or (ii) Replace the same with like equipment in good repair,
condition and working order; or (iii) Pay to Lessor the replacement cost of the
Equipment.
9. SURRENDER.
Upon the expiration or earlier termination of this Lease, Lessee shall return
the Equipment to Lessor in good repair, condition and working order, ordinary
wear and tear resulting from proper use thereof alone excepted, by delivering
the Equipment at Lessee's cost and expense to such place as Lessor shall specify
within the city or county in which the same was delivered to Lessee.
10. INSURANCE.
Lessee shall procure and continuously maintain and pay for:
A. All risk insurance against loss of and damage to the Equipment for not less
than the full replacement value of the Equipment, naming Lessor as loss payee,
and;
B. Combined public liability and property damage insurance with limits as
approved by Lessor, naming Lessor as additionally named insured and a loss
payee.
The insurance shall be in such form and with such company or companies as shall
be reasonably acceptable to Lessor, shall provide at least thirty (30) days
advance written notice to Lessor of
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any cancellation, change or modification, and shall provide primary coverage for
the protection of Lessee and Lessor without regard to any other coverage carried
by Lessee or Lessor protecting against similar risks. Lessee shall provide
Lessor with an original policy or certificate evidencing such insurance. Lessee
hereby appoints Lessor as Lessee's attorney in fact with power and authority to
do all things, including, but not limited to, making claims, receiving payments
and endorsing documents, checks or drafts necessary or advisable to secure
payments due under any policy of insurance required under this Agreement.
11. TAXES.
Lessee shall keep the Equipment free and clear of all levies, liens and
encumbrances. Lessee, or Lessor at Lessee's expense, shall report, pay and
discharge when due all license and registration fees, assessments, sales, use
and property taxes, gross receipts, taxes arising out of receipts from use or
operation of the Equipment, and other taxes, fees and governmental charges
similar or dissimilar to the foregoing, together with any penalties or interest
thereon, imposed by any state, federal or local government or any agency, or
department thereof, upon the Equipment or the purchase, use, operation or
leasing of the Equipment or otherwise in any manner with respect thereto and
whether or not the same shall be assessed against or in the name of Lessor or
Lessee. However, Lessee shall not be required to pay or discharge any such tax
or assessment so long as it shall, in good faith and by appropriate legal
proceedings, contest the validity thereof in any reasonable manner which will
not affect or endanger the title and interest of Lessor to the Equipment;
provided, Lessee shall reimburse Lessor for any damages or expenses resulting
from such failure to pay or discharge.
12. LESSOR'S PAYMENT.
In case of failure of Lessee to procure or maintain said insurance or to pay
fees, assessments, charges and taxes, all as specified in this Lease, Lessor
shall have the right, but shall not be obligated, to effect such insurance, or
pay said fees, assignments, charges and taxes, as the case may be. In that
event, the cost thereof shall be repayable to Lessor with the next installment
of rent, and failure to repay the same shall carry with it the same
consequences, including interest at ten percent (10%) per annum, as failure to
pay any installment of rent.
13. INDEMNITY.
Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and
all claims, actions, suits, proceedings, costs, expenses, damages and
liabilities, including reasonable attorney's fees and costs, arising out of,
connected with, or resulting from Lessee's use of the Equipment, including
without limitation the manufacture, selection, delivery, possession, use,
operation, or return of the Equipment.
14. DEFAULT.
If Lessee fails to pay any rent or other amount herein provided within ten (10)
days after the same is due and payable, or if Lessee fails to observe, keep or
perform any other provision of this Lease required to be observed, kept or
performed by Lessee, Lessor shall have the right to exercise any one or more of
the following remedies:
A. To declare the entire amount of rent hereunder immediately due and payable
without notice
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or demand to Lessee.
B. To xxx for and recover all rents, and other payments, then accrued or
thereafter accruing.
C. To take possession of the Equipment, without demand or notice, wherever same
may be located, without any court order or other process of law. Lessee hereby
waives any and all damages occasioned by such taking of possession.
D. To terminate this Lease.
E. To pursue any other remedy at law or in equity.
Notwithstanding any repossession or any other action which Lessor may take,
Lessee shall be and remain liable for the full performance of all obligations on
the part of the Lessee to be performed under this Lease. All of Lessor's
remedies are cumulative, and may be exercised concurrently or separately.
15. BANKRUPTCY.
Neither this Lease nor any interest therein is assignable or transferable by
operation of law. If any proceeding under the Bankruptcy Act, as amended, is
commenced by or against the Lessee, or if the Lessee is adjudged insolvent, or
if Lessee makes any assignment for the benefit of his creditors, or if a writ of
attachment or execution is levied on the Equipment and is not released or
satisfied within ten (10) days thereafter, or if a receiver is appointed in any
proceeding or action to which the Lessee is a party with authority to take
possession or control of the Equipment, Lessor shall have and may exercise any
one or more of the remedies set forth in Section 14 hereof; and this Lease
shall, at the option of the Lessor, without notice, immediately terminate and
shall not be treated as an asset of Lessee after the exercise of said option.
16. OWNERSHIP.
The Equipment is, and shall at all times be and remain, the sole and exclusive
property of Lessor; and the Lessee shall have no right, title or interest
therein or thereto except as expressly set forth in this Lease.
17. ADDITIONAL DOCUMENTS.
If Lessor shall so request, Lessee shall execute and deliver to Lessor such
documents as Lessor shall deem necessary or desirable for purposes of recording
or filing to protect the interest of Lessor in the Equipment including, but not
limited to a UCC financing statement.
18. ENTIRE AGREEMENT.
This instrument constitutes the entire agreement between the parties on the
subject matter hereof and it shall not be amended, altered or changed except by
a further writing signed by the parties hereto.
19. NOTICES.
Service of all notices under this Agreement shall be sufficient if given
personally or mailed
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certified, return receipt requested, postage prepaid, at the address hereinafter
set forth, or to such address as such party may provide in writing from time to
time.
If to Lessor:
Value Healthcare, Inc.
000 Xxxxxxxx Xxxxxx, X.X. Xxx 000
Xxxxxxxxxx,XX 00000
If to Lessee:
The Imaging Center, Inc.
000 Xxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
20. ASSIGNMENT.
Lessee shall not assign this Lease or its interest in the Equipment without the
prior written consent of Lessor.
21. GOVERNING LAW.
This Lease shall be construed and enforced according to laws of the State of
Maryland.
22. HEADINGS.
Headings used in this Lease are provided for convenience only and shall not be
used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.
Value Healthcare, Inc. The Imaging Center, Inc.
By: ______________________________ By: _____________________________
Xxxxx Xxxxxx F. Xxxxxx Xxxxxxx, M.D.
Chief Operating Officer President
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