3 Operatory Mobile Dental Trailer with 2 Exam Rooms

Services

Lessor shall provide the Equipment and operational training for mobile equipment as set forth in Exhibit A. The Equipment shall remain the sole and exclusive property of Lessor. Lessee shall not acquire any right, title, or interest in the Equipment, except the right to possession and use as provided herein. It is agreed that all Equipment furnished by Lessor shall remain the personal property of Lessor regardless of the manner of affixation used to install the Equipment, and the same shall not become part of the real property of Lessee. Lessee shall not make any additions, alterations, or improvements to the Equipment without the prior written consent of Lessor.

Lessor shall be responsible for providing the maintenance, upkeep, and repair of the Equipment during the term of this Agreement. Lessee shall immediately notify Lessor of any accident, or damage regarding the Equipment. Included in such notice shall be the time, place of such occurrence and the names, addresses and phone numbers of all persons having knowledge of the occurrence, and any other information pertinent.

Lessee shall be solely responsible for providing qualified dentists, technologists/ technicians to operate the Equipment in accordance with standard. Lessee shall have sole responsibility for all medical care and advice provided to patients and shall hold Lessor harmless from any activities of Lessee or Lessee’s employees.

Lessee shall provide all supplies and materials used in conjunction with the use of the Equipment.

Lessee shall be responsible for providing emergency equipment and supplies, including but not limited to, defibrillator and crash cart, if normally used in their Dental practice.

Location of Equipment

The Equipment shall be located at a mutually agreeable location that complies with all manufacturers' specifications.

Lessee shall be solely responsible for preparing the site(s) and obtaining all permits and approvals required for the placement and operation of the Equipment at the agreed upon site. All costs of installing the mobile clinic is predicated on the site being flat within 6” each plane and may increase if the aforementioned condition is not met. If Lessee fails to perform these obligations in a timely fashion, the Equipment may not be operative on the commencement date; however, Lessee will be responsible for payments of all fees from the commencement date.

Lessee shall be solely responsible for preparing the site for the Equipment, including providing dedicated electrical power 220V/ 100 Amp, Single Phase, to the site for Dental Coach. Lessee bears sole liability for all losses resulting from a failure of power to the Equipment.

Lessee shall be solely responsible for maintaining a safe and suitable site for the unit during the entire term of this Lease. Except for ordinary use, Lessee shall keep the Equipment protected from the elements.

Payment for Services

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Security Deposit

Upon execution of this Lease, Lessee shall pay to Lessor a security deposit in the amount of $4,000.00 (see "Payment of Services").This deposit will be retained by the Lessor until the equipment has been returned to and inspected by the Lessor.After such inspection, Lessor shall prepare and send to Lessee a statement itemizing the damages sustained to the Equipment, if any, along with a check for the remainder of the deposit.

If the Equipment is not returned to Lessor, Lessor may apply the deposit to the cost of recovery of the Equipment.

Nothing in this paragraph shall be interpreted to limit the amount that Lessor is entitled to recover against Lessee for damages sustained to the Equipment.

Use

Lessee shall assume all obligations and liabilities with respect to the possession, use, operation, condition, and storage of the Equipment, except those liabilities arising from Lessor’s negligence. Lessee shall use the Equipment in a careful and proper manner, shall comply with all laws, ordinances, and regulations relating to its use, operation, and/or maintenance, and shall not use the Equipment for any illegal purpose.

Insurance

Lessee shall maintain insurance covering the risk of physical loss or damage to the Equipment, which does not result from the negligent actions, misuse, abuse, or omissions by Lessee, in amounts and subject to deductible that are acceptable to Lessor. Lessee shall assume all risk of loss or damage to the Equipment resulting from the negligent actions, misuse, abuse, or omissions by Lessee in the amount of $325,000.00.

Lessee shall maintain through the duration of this Agreement, at Lessee’s own expense, and list Lessor as additionally insured, the following insurance coverages:

• General Liability coverage of at least $1,000,000/3,000,000
• Professional Liability coverage with a combined single limit for bodily injury and property damage or at least $1,000,000/3,000,000 per occurrence; and
• Property coverage covering Lessee’s own property on an all risk basis.

All insurance shall be written by a company acceptable to Lessor, and each policy should provide that the insurer will provide at least 30 days’ notice to Lessor of any cancellation, non-renewal, or material change of such policy. A copy of the insurance declaration page or cover sheet showing manufacturer as additionally insured shall be forwarded to manufacturer.

In the event any claim for loss or damage arising from Lessee’s fault exceeds the limits of the insurance and/or is not covered under the terms of the policies, Lessee will be responsible for the excess of such loss or damage over the limits.

Termination

At the expiration of this Agreement and any extensions thereof, Lessee shall return the Equipment in the same condition as when it was received, except for ordinary wear and tear. At the expiration of this Agreement, Lessee shall surrender the Equipment and make it available for pickup by Lessor. If Lessee fails or refuses to return the Equipment to Lessor, Lessor shall have the right to take possession of the Equipment, and for that purpose, have the right to enter any premises where the Equipment is located without being liable in any suit, action, defense, or other proceedings by Lessee.

Indemnity

Lessee agrees to indemnify, hold harmless and defend, at its sole cost, Lessor from and against all claims, loss, expenses, damages and liabilities however caused, resulting directly or indirectly from Lessee’s possession, use and/or operation of the Equipment. Lessor shall be entitled to choose its own attorney to represent it in any proceeding, action, and/or lawsuit; however, Lessee shall bear the sole cost of such representation.

General

• Notices. All notices required or permitted under this Agreement may be delivered personally or mailed as first-class mail to the party at the address set forth below, or at such other address as either party may designate in writing from time to time. Any such mailed notice shall be effective forty-eight hours after it has been deposited in the United States mail, properly addressed and postage prepaid.
• Remedies. Lessor will not be responsible for failure to provide services resulting from conditions caused by Lessee. Lessor shall not be liable for consequential or special damages under any circumstances or any damages caused by conditions not within Lessor’s reasonable control.
• Waiver. The waiver or any failure of condition shall not operate as or be construed to be a waiver of a subsequent failure of the same or other condition.
• Governing Law. This Agreement shall be governed by the law of the State of Ohio.
• Entire Agreement. This Agreement sets forth the entire Agreement and understanding between the parties relating to the subject matter herein. This Agreement supersedes all prior or contemporaneous written or oral representations, understandings, and/or agreements relating to the subject matter of this Agreement. No modification or amendment to this Agreement shall be effective unless it is in writing and signed by both parties to this Agreement.
• Attorney’s Fees. If any dispute arises between the parties to this Agreement concerning their respective rights and obligations, or interpretation of the terms of this Agreement, or in the event that either party must sue to collect fees or enforce rights, the prevailing party will be entitled to reimbursement of its expenses, including court costs and attorney’s fees, in addition to all other damages.
• Jurisdiction. All actions filed relating to the interpretation and/or enforcement of this Agreement shall be filed and tried in Common Pleas Court of Ohio, Clermont County. All parties agree to submit to the jurisdiction and venue of said court, and waive all objections to same.
• Local Taxes: Local taxes are the responsibility of the Lessee and are in addition to any other provisions of this lease. These taxes may come due after this lease is completed. In that event, the lessee agrees to pay these local taxes upon presentation of invoice.

Equipment Included

Mobile Dental Coach #1947:

48 Foot Three Operatory Dental Coach per drawing # 1000487B equipped with the following equipment:

• Hydraulic wheelchair lift
• (1) 36,000 BTU/10000 btu commercial air conditioner
• Hydraulic leveling system
• Vinyl floor covering
• Cabinetry per drawing
• Side entry/exit door
• 220V/100 AMP single phase system
• Built in dental compressor system
• Built in dental suction system
• (3) operatories complete with delivery system and light
• (3) Dentist stools
• (3) Dental assistant stool
• (2) Inter-oral X-ray or equivalent