Exhibit 6.1 Commercial Lease Agreement, dated July 1, 1999, between Imaging
Associates of Cumberland, Inc. and The Imaging Center, Inc.
COMMERCIAL LEASE AGREEMENT
This Commercial Lease Agreement ("Lease") is made and effective JULY 1, 1999, by
and between IMAGING ASSOCIATES OF CUMBERLAND, INC., a Maryland Corporation
("Landlord") and THE IMAGING CENTER, INC., A MARYLAND CORPORATION ("Tenant").
Landlord is the owner of land and improvements commonly known and numbered as
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ and legally described as follows (the
"Building"): The legal description of the building on Exhibit A attached hereto
is incorporated herein by this reference.
Landlord makes available for lease the Building housing The Imaging Center, Inc.
(the "Leased Premises").
Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to
lease the Leased Premises from Landlord for the term, at the rental and upon the
covenants, conditions and provisions herein set forth.
THEREFORE, in consideration of the mutual promises herein, contained and other
good and valuable consideration, it is agreed:
1. TERM.
A. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby
leases the same from Landlord, for an "Initial Term" beginning JULY 1, 1999 and
ending JUNE 30, 2004. This lease can be renegotiated at any time, by mutual
consent of both parties, but no more than once in each calendar year.
B. Tenant may renew the Lease for one extended term of five ( 5 ) years. The
lease shall automatically renew for a second five ( 5 ) year term unless Tenant
gives written notice to Landlord not less than ninety (90) days prior to the
expiration of the Initial Term. The renewal term shall be at the rental set
forth below and otherwise upon the same convenants, conditions and provisions as
provided in this Lease.
2. RENTAL.
A. Tenant shall pay to Landlord during the Initial Term rental of seventy
thousand twenty dollars ( $ 70,020.00 ) per year, payable in installments of
five thousand eight hundred thirty-five dollars ( $ 5,835.00 ) per month. Each
installment payment shall be due in advance on the first day of each calendar
month during the lease term to Landlord at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or
at such other place designated by written notice from Landlord or Tenant. In the
event of any late payment, Landlord may elect to allow interest to accrue at the
rate of one percent ( 1% ) per month. Tenant shall also pledge to Landlord as a
"Security Deposit" all collectible accounts receivable of The Imaging
Center,Inc., before any other expenses of The Corporation are paid, on demand by
Landlord.
28
B. The rental for any renewal lease term, if created as permitted under this
Lease, shall be eighty-nine thousand two hundred eighty dollars ( $ 89,280.00 )
per year payable in installments of seven thousand four hundred forty dollars (
$ 7,440.00 ) per month.
3. USE
The Leased Premises may be used and occupied by Tenant for any lawful purpose
which complies with applicable zoning ordinances. Notwithstanding the forgoing,
Tenant shall not use the Leased Premises for the purposes of storing,
manufacturing or selling any explosives, flammables or other inherently
dangerous substance, chemical, thing or device.
4. SUBLEASE AND ASSIGNMENT.
Tenant shall have the right without Landlord's consent, to assign this Lease to
a corporation with which Tenant may merge or consolidate, to any subsidiary of
Tenant, to any corporation under common control with Tenant, or to a purchaser
of substantially all of Tenant's assets. Except as set forth above, Tenant shall
not sublease all or any part of the Leased Premises, or assign this Lease in
whole or in part without Landlord's consent, such consent not to be unreasonably
withheld or delayed.
5. REPAIRS.
During the Lease term, Tenant shall make, at Tenant's expense, all necessary
repairs to the Leased Premises. Repairs shall include such items as routine
repairs of floors, walls, ceilings, and other parts of the Leased Premises
damaged or worn through normal occupancy, including major mechanical systems or
the roof.
6. ALTERATIONS AND IMPROVEMENTS.
Tenant, at Tenant's expense, shall have the right following Landlord's consent
to remodel, redecorate, and make additions, improvements and replacements of and
to all or any part of the Leased Premises from time to time as Tenant may deem
desirable, provided the same are made in a workmanlike manner and utilizing good
quality materials. Tenant shall have the right to place and install personal
property, trade fixtures, equipment and other temporary installations in and
upon the Leased Premises, and fasten the same to the premises. All personal
property, equipment, machinery, trade fixtures and temporary installations,
whether acquired by Tenant at the commencement of the Lease term or placed or
installed on the Leased Premises by Tenant thereafter, shall remain Tenant's
property free and clear of any claim by Landlord. Tenant shall have the right to
remove the same at any time during the term of this Lease provided that all
damage to the Leased Premises caused by such removal shall be repaired by Tenant
at Tenant's expense.
7. PROPERTY TAXES.
Landlord shall pay, prior to delinquency, all general real estate taxes and
installments of special assessments coming due during the Lease term on the
Leased Premises, and all personal property taxes with respect to Landlord's
personal property, if any, on the Leased Premises. Tenant shall be responsible
for paying all personal property taxes with respect to Tenant's personal
property at the Leased Premises.
29
8. INSURANCE.
A. If the Leased Premises or any other party of the Building is damaged by fire
or other casualty resulting from any act or negligence of Tenant or any of
Tenant's agents, employees or invitees, rent shall not be diminished or abated
while such damages are under repair, and Tenant shall be responsible for the
costs of repair not covered by insurance.
B. Tenant shall maintain fire and extended coverage insurance on the Building
and the Leased Premises in such amounts as approved by Landlord. Tenant shall be
responsible, at its expense, for fire and extended coverage insurance on all of
its personal property, including removable trade fixtures, located in the Leased
Premises.
C. Tenant shall, at its own expense, maintain a policy or policies of
comprehensive general liability insurance with respect to the activities in the
Building with the premiums thereon fully paid on or before due date, issued by
and binding upon some insurance company approved by Landlord, such insurance to
afford minimum protection of not less than $1,000,000 combined single limit
coverage of bodily injury, property damage or combination thereof. Landlord
shall be listed as an additional insured on Tenant's policy or policies of
comprehensive general liability insurance, and Tenant shall provide Landlord
with current Certificates of Insurance evidencing Tenant's compliance with this
Paragraph. Tenant shall obtain the agreement of Tenant's insurers to notify
Landlord that a policy is due to expire at least (10) days prior to such
expiration. Landlord shall not be required to maintain insurance against thefts
within the Leased Premises or the Building. Landlord will not be liable for any
adverse occurrence within, surrounding, or related to the property. All
liability for any such occurrence is solely the responsibility of Tenant.
9. UTILITIES.
Tenant shall pay all charges for water, sewer, gas, electricity, telephone and
other services and utilities used by Tenant on the Leased Premises during the
term of this Lease unless otherwise expressly agreed in writing by Landlord. In
the event that any utility or service provided to the Leased Premises is not
separately metered, Landlord shall submit the ▇▇▇▇ to Tenant, who shall pay such
amounts within fifteen (15) days of invoice. Tenant acknowledges that the Leased
Premises are designed to provide standard office use electrical facilities and
standard office lighting. Tenant shall not use any equipment or devices that
utilizes excessive electrical energy or which may, in Landlord's reasonable
opinion, overload the wiring or interfere with electrical services to other
tenants.
10. SIGNS.
Following Landlord's consent, Tenant shall have the right to place on the Leased
Premises, at locations selected by Tenant, any signs which are permitted by
applicable zoning ordinances and private restrictions. Landlord may refuse
consent to any proposed signage that is in Landlord's opinion too large,
deceptive, unattractive or otherwise inconsistent with or inappropriate to the
Leased Premises or use of any other tenant. Landlord shall assist and cooperate
with Tenant in obtaining any necessary permission from governmental authorities
or adjoining owners and occupants for Tenant to place or construct the foregoing
signs. Tenant shall repair all damage to
30
the Leased Premises resulting from the removal of signs installed by Tenant.
11. ENTRY.
Landlord shall have the right to enter upon the Leased Premises at reasonable
hours to inspect the same, provided Landlord shall not thereby unreasonably
interfere with Tenant's business on the Leased Premises.
12. PARKING.
During the term of this Lease, Tenant shall have the non-exclusive use in common
with Landlord, other tenants of the Building, their guests and invitees, of the
non-reserved common automobile parking areas, driveways, and footways, subject
to rules and regulations for the use thereof as prescribed from time to time by
Landlord. Landlord reserves the right to designate parking areas within the
Building or in reasonable proximity thereto, for Tenant and Tenant's agents and
employees. Tenant shall provide Landlord with a list of all license numbers for
the cars owned by Tenant, its agents and employees. Separated structured
parking, if any, located about the Building is reserved for tenants of the
Building who rent such parking spaces. Tenant hereby leases from Landlord all
spaces in such structural parking area, such spaces to be on a first come-first
served basis. In consideration of the leasing to Tenant of such spaces, Tenant
shall pay a monthly rental of no charge per space throughout the term of the
Lease. Such rental shall be due and payable each month without demand at the
time herein set for the payment of other monthly rentals, in addition to such
other rentals.
13. BUILDING RULES.
Tenant will comply with the rules of the Building adopted and altered by
Landlord from time to time and will cause all of its agents, employees, invitees
and visitors to do so; all changes to such rules will be sent by Landlord to
Tenant in writing.
14. DAMAGE AND DESTRUCTION.
Subject to Section 8 A. above, if the Leased Premises or any part thereof or any
appurtenance thereto is so damaged by fire, casualty or structural defects that
the same cannot be used for Tenant's purposes, then Tenant shall have the
responsibility to repair the damage promptly, at Tenant's expense. In the event
of minor damage to any part of the Leased Premises, and if such damage does not
render the Leased Premises unusable for Tenant's purposes, Tenant shall promptly
repair such damage. Landlord shall not be liable for any adverse occurrences
resulting from strikes, governmental restrictions, inability to obtain necessary
materials or labor or other matters which are beyond the reasonable control of
Landlord. Tenant shall not be relieved from paying rent and other charges during
any portion of the Lease term that the Leased Premises are inoperable or unfit
for occupancy, or use, in whole or in part, for Tenant's purposes. The
provisions of this paragraph extend not only to the matters aforesaid, but also
to any occurrence which is beyond Tenant's reasonable control and which renders
the Leased Premises, or any appurtenance thereto, inoperable or unfit for
occupancy or use, in whole or in part, for Tenant's purposes.
15. DEFAULT.
If default shall at any time be made by Tenant in the payment of rent when due
to Landlord as
31
herein provided, and if said default shall continue for fifteen (15) days, or if
default shall be made in any of the other covenants or conditions to be kept,
observed and performed by Tenant, and such default shall continue for thirty
(30) days without correction thereof then having been commenced and thereafter
diligently prosecuted, Landlord may declare the term of this Lease ended and
terminated by giving Tenant written notice of such intention, and if possession
of the Leased Premises is not surrendered, Landlord may reenter said premises.
Landlord shall have, in addition to the remedy above provided, any other right
or remedy available to Landlord on account of any Tenant default, either in law
or equity.
16. QUIET POSSESSION.
Landlord covenants and warrants that upon performance by Tenant of its
obligations hereunder, Landlord will keep and maintain Tenant in exclusive,
quiet, peaceable and undisturbed and uninterrupted possession of the Leased
Premises during the term of this Lease.
17. CONDEMNATION.
If any legally, constituted authority condemns the Building or such part thereof
which shall make the Leased Premises unsuitable for leasing, this Lease shall
cease when the public authority takes possession, and Landlord and Tenant shall
account for rental as of that date. Such termination shall be without prejudice
to the rights of either party to recover compensation from the condemning
authority for any loss or damage caused by the condemnation. Neither party shall
have any rights in or to any award made to the other by the condemning
authority.
18. SUBORDINATION.
Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust
or other lien presently existing or hereafter arising upon the Leased Premises,
or upon the Building and to any renewals, refinancing and extensions thereof,
but Tenant agrees that any such mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such
terms and subject to such conditions as such mortgagee may deem appropriate in
its discretion. Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other lien
now existing or hereafter placed upon the Leased Premises of the Building, and
Tenant agrees upon demand to execute such further instruments subordinating this
Lease or attorning to the holder of any such liens as Landlord may request. In
the event that Tenant should fail to execute any instrument of subordination
herein required to be executed by Tenant promptly as requested, Tenant hereby
irrevocably constitutes Landlord as its attorney-in-fact to execute such
instrument in Tenant's name, place and stead, it being agreed that such power is
one coupled with an interest. Tenant agrees that it will from time to time upon
request by Landlord execute and deliver to such persons as Landlord shall
request a statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as so modified), stating the dates to which rent and
other charges payable under this Lease have been paid, stating that Landlord is
not in default hereunder (or if Tenant alleges a default stating the nature of
such alleged default) and further stating such other matters as Landlord shall
reasonably require.
32
19. SECURITY DEPOSIT.
The Security Deposit equal to one month's rent shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease, it being expressly understood that
the Security Deposit shall not be considered an advance payment of rental or a
measure of Landlord's damages in case of default by Tenant. Unless otherwise
provided by mandatory non-waivable law or regulation, Landlord may commingle the
Security Deposit with Landlord's other funds. Landlord may, from time to time,
without prejudice to any other remedy, use the Security Deposit to the extent
necessary to make good any arrearages of rent or to satisfy any other covenant
or obligation of Tenant hereunder. Following any such application of the
Security Deposit, Tenant shall pay to Landlord on demand the amount so applied
in order to restore the Security Deposit to its original amount. If Landlord
transfers its interest in the Premises during the term of this Lease, Landlord
may assign the Security Deposit to the transferee and thereafter shall have no
further liability for the return of such Security Deposit.
20. NOTICE.
Any notice required or permitted under this Lease shall be deemed sufficiently
given or served if sent by United States certified mail, return receipt
requested, addressed as follows:
If to Landlord to:
Imaging Associates of Cumberland, Inc.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Tenant to:
The Imaging Center, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Landlord and Tenant shall each have the right from time to time to change the
place notice is to be given under this paragraph by written notice thereof to
the other party.
21. BROKERS.
Tenant represents that Tenant was not shown the Premises by any real estate
broker or agent and that Tenant has not otherwise engaged in, any activity which
could form the basis for a claim for real estate commission, brokerage fee,
finder's fee or other similar charge, in connection with this Lease.
22. WAIVER.
No waiver of any default of Landlord or Tenant hereunder shall be implied from
any omission to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect any default other
than the default specified in the express waiver and that only
33
for the time and to the extent therein stated. One or more waivers by Landlord
or Tenant shall not be construed as a waiver of a subsequent breach of the same
covenant, term or condition.
23. MEMORANDUM OF LEASE.
The parties hereto contemplate that this Lease should not and shall not be filed
for record, but in lieu thereof, at the request of Landlord, Landlord and Tenant
shall execute a Memorandum of Lease to be recorded for the purpose of giving
record notice of the appropriate provisions of this Lease.
24. HEADINGS.
The headings used in this Lease are for convenience of the parties only and
shall not be considered in interpreting the meaning of any provision of this
Lease.
25. SUCCESSORS.
The provisions of this Lease shall extend to and be binding upon Landlord and
Tenant and their respective legal representatives, successors and assigns.
26. CONSENT.
Landlord shall not unreasonably withhold or delay its consent with respect to
any matter for which Landlord's consent is required or desirable under this
Lease.
27. COMPLIANCE WITH LAW.
Tenant shall comply with all laws, orders, ordinances and other public
requirements now or hereafter pertaining to Tenant's use of the Leased Premises.
Landlord shall comply with all laws, orders, ordinances and other public
requirements now or hereafter affecting the Leased Premises.
28. FINAL AGREEMENT.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.
Imaging Associates of Cumberland, Inc. The Imaging Center, Inc.
By: ______________________________ By: _________________
▇▇▇▇▇ ▇▇▇▇▇▇ F. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.
Chief Operating Officer President
34