MADAI'IM 1 Contract of Lease Made and Entered into in Rehovot on the 4th August 2003
MADAI'IM
1
Contract
of Lease
Made
and
Entered into in Rehovot on the 4th
August
2003
-
BETWEEN
-
| 1. |
Rorberg
Contractors and Investors (1963)
Ltd.
|
A
Private
Registered Company Number 51 - 041126 - 7
| 2. |
Tazor
Development Ltd.
|
A
Private
Registered Company Number 51 - 196 01 -1
Whose
address for the purpose of this Contract is care of
Rorberg
Contractors and Investors (1963) Ltd
Of
0
Xxxxx Xxxx Xxxxxx, Xxx Xxxx
Both,
herein referred to, jointly severally
(Hereinafter(“The
Contractor”
)
The
First Party
-
AND BETWEEN -
Private
Registered Company 5 192 138 8
Whose
address for the purpose of this Contract is at
00
Xxxxx
Xxxxxx, Xxxxx Xxxx, Xxxxxxxx.
(Hereinafter:
“The
Lessee”)
The
Second Party
Preamble
Whereas
the Contractor declares that:
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A.
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It
is entitled to be registered as the owner of part of the rights in
the
plot in an area of 5,948 m2,
known as plot 1009 in accordance with Town Building Plan RH/2005/A
(hereinafter: "The
Town Building Plan")
located at 00 Xxxxx xxxxxx in Rehovot in the area of the T.M.R Park
in the
name of Xxxxxxx Xxxxx (then after: "The
Land").
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The
permitted uses of the Land in accordance with the Town Building Plan
are,
inter
alia,
for office buildings and high tech industrial installations or for
industrial research and development and/or for medical and/or biotechnical
and/or agricultural research and development, and all as specified
in the
Town Building Plan documents.
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1
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B.
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It
has constructed a building on the Land known as Madai'im 1 (hereinafter:
"The
Building"
or
"The
Project").
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C.
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Within
the framework of the Building ERES have been included on the
3rd
floor above the ground and the gallery floors, which are delineated
with a
red line in the plans attached as Appendix
A1
of
the Contract (hereinafter: "The Unit")
and also 5 uncovered parking spaces marked as numbers 38 42 in
the plans
attached as Appendix
A2
of
this Contract. (The Unit and the parking hereinafter be referred
to,
generally as: "The Property").
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D.
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The
Contractor holds the exclusive right to be registered as the
owner of the
Property and it exclusively holds the Property and there is no
legal or
other preclusion on the part of the Contractor preventing it
from taking
upon itself the undertakings as stipulated in this Contract for
the
leasing out of the Property to the Lessee.
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And
Whereas:
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E.
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The
Lessee wishes to lease the Property from the Contractor and the
Contractor
wishes to lease out the Property to the Lessee under free and
unprotected
lease.
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F.
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The
parties agree that the Unit area for the purpose of this Contract
is 603
m2
(the area of the unit including walls and in addition of multiplication
of
1.2 for the relative part of the common areas in the
Building).
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G.
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And
the parties have reached an agreement on the terms and conditions
of the
undertaken between them.
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Therefore
it is declared agreed and stipulated between the parties as
follows:
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1.
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The
Preamble, Headings and
Appendices.
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| 1.1 |
The
preamble to this Contract and the declarations contained therein
constitute an integral part hereof.
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| 1.2 |
The
appendices to this Contract constitute an integral part
hereof.
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2
| 1.3 |
The
headings of this Contract are provided for the sake of convenience
for
reading and orientation only and no use is to be made thereof
for the
interpretation thereof.
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2.
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The
Main Principles of the Transaction and the Parties
"Declarations".
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| 2.1 |
The
Contractor leases out the Property to the Lessee and the Lessee
leases the
Property from the Contractor and all in accordance with the terms,
conditions and for the consideration as stipulated in this
Contract.
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| 2.2 |
The
Lessee hereby confirms that it has not paid and shall not pay
and has not
undertaken to pay any key money whatsoever to the Contractor
in connection
with the leasing of the Property under this Contract but rather
shall pay
Rental Payments to the Contractor for the period of the Lease
Term.
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| 2.3 |
It
is hereby expressly agreed and stipulated that the provisions
of the
Protected Tenancy (Consolidated Version), 5732 - 1972 and/or
any other law
replacing it and/or supplementing it and/or amending any of the
said laws
and/or regulations pursuant to those laws shall not apply to
the leasing
of the Property to the Lessee under this Contract and that the
lease under
this Contract shall not be protected pursuant to those provisions
in any
form whatsoever.
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| 2.4 |
The
Lessee hereby declares that it has visited the Project area and
that it
has viewed the Land and also that it has examined such and that
it knows
all the details, conditions and circumstances, vis-à-vis the physical,
legal, surrounding, planning and permitted uses, in connection
with the
Land, the Town Building Plan and the Property and that they are
suitable
for its requirements in all aspects and without limitation and
that it has
done so in such a matter that it hereby waves any claim for unsuitability
or any other similar claim with reference
thereto.
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3
| 2.5 |
The
parties hereby agree that the Property shall serve for the purpose
of the
management of the Lessee's business in the biotechnical
field.
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The
Lessee undertakes to obtain all the permits and licenses required for the
purpose of the operating of the Property for the above stated purpose in
its
name and to operate the business managed in the Property pursuant to the
terms
and conditions of the permits and licenses and subject to the provisions
of any
law.
In
order
to eliminate any doubt, it is hereby agreed and declared that the full
responsibility for the obtaining and updating of the licenses and the permits,
as stated above, is imposed upon the Lessee alone and the Contractor's
consent
to lease out the Property for the above said purposes shall not impose
any
obligation whatsoever on the Contractor towards the Lessee in this matter
and
the Lessee shall have no claim whatsoever against the Contractor in connection
with this matter provided that the Contractor has cooperated with the Lessee,
as
required on the part of an owner of a property, in order for the Lessee
to
receive the above said licenses and permits.
Without
prejudicing the other remedies available to the Contractor pursuant to
the
provisions of this Contract in pursuant to any law, it is hereby expressly
agreed that if the Lessee does not obtain a license and/or a permit as
is
required under law and/or if the Lessee has not acted pursuant to the terms
and
conditions required in law for the management of the business in the Property
and/or for use it is making in the Property, and any third party, including
a
governmental, municipal or other authority, acts against the Contractor
and/or
any of its directors, whether by turning to the courts or by the imposition
of
fines or whether by any other way available to it in law, the Lessee shall
indemnify the Contractor and/or any of its directors, accordingly, for
the full
expenses, consequences and damages caused to it and sustained by it including
finds and attorneys' fees, and shall do so in 14 days from being demanded
to do
so in acting
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| 2.6 |
The
Contractor undertakes to deliver possession in the Property to
the Lessee
and the Lessee undertakes to receive the possession of the Property
and
all in accordance with the terms and conditions of this Contract.
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The
provisions of this section are fundamental provisions of the Contract and
a
breach thereof or the breach of any one of these conditions shall be considered
as a fundamental breach of the Contract.
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3.
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The
Building
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| 3.1 |
The
Contractor shall deliver the Property to the Lessee As
Is,
however, such shall not derogate from the undertakings of the
Contractor
to whitewash the walls and to clean the areas in that part of
the Property
marked in yellow in the plans Appendix
A1 of
the Contract and to do so within 2 working days from the delivery
of
possession in the Property (however, the completion processes
for the
purpose of these works may also be done after the elapse of 2
working days
as stated) and to carry out cleaning of the filters on the air
conditioners in the Property and to check the working order of
the
electricity infrastructure as exists in the Property and to do
so within 7
working days from delivery of possession in the
Property.
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4.
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Reserving
of Rights
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| 4.1 |
It
is expressly agreed that all the Contractor's rights as stipulated
in
Section 4 below are subject to the realization thereof not preventing
the
Lessee reasonable use of the Property for the lease purposes
and access of
the Lessee to the Property.
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| 4.2 |
The
provisions of this Contract do not restrict the Contractor in
its use,
utilization, designation and planning of the Land and do not
vest any
right in the Lessee towards the Contractor and/or towards others
regarding
the nature of the Land, the applicable limitations, utilization,
designation and planning of the Land provided that such does
not prevent
the reasonable use of the Lessee in the Property and the fulfillment
of
the other express obligations of the Contractor towards the Lessee
under
this Contract.
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5
| 4.3 |
The
Lessee holds the right to further build on the additional presently
existing areas in the Building and also to further add in the
presently
existing in the Building, whether such is prior to the delivery
of
possession in the Property to the Lessee or thereafter and all
at the
exclusive discretion of the Contractor and without any limitation
whatsoever on the part of the Lessee regarding the number of
units, the
sort, shape, location, size and use of such units and the Lessee
undertakes not to make any claim in connection with the Building
and/or
non building of any part of the Project in any of its
stages.
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The
Contractor holds the right to cause a change to the Town Building Plan
applicable to the Land and also to build the Project and to execute the
Works,
alterations and additions, continuously or in stages, in any form whatsoever,
in
accordance with the existing building permit, if any, or in accordance
with the
building permit or the amendment thereof in the future. Similarly, the
Contractor reserves the right to build, at any stage, any building whatsoever,
in any of the areas on the Land and/or in the Project, and to do so in
any form
and manner and any number of floors whatsoever, and the Contractor may
alter the
planning of the Project and the Building in general, full or part, to limit
and/or minimize the number of units in the Project, whether within the
frame of
the existing Town Building Plans or by executing changes there in, and
all as
the Contractor shall deem fit and subject to any law provided that it does
not
do so with respect of the Property and that such does not prevent the Lessee
from the reasonable use of the Property.
| 4.4 |
The
Lessee hereby undertakes not to object to any amendment to the
Town
Building Plan and to refrain from any action and omission which
is likely
to prevent, postpone, delay, interfere and/or disrupt the proceedings
and
processes for the amending of the Town Building Plan and/or the
building
pursuant to the Town Building Plan and/or any amendment to the
Town
Building Plan. The Lessee declares and confirms that it is aware
that the
Contractor has entered into this agreement with it based on its
consent
and it is about consent and undertaking.
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6
| 4.5 |
Without
such prejudicing the generality of the above said, the Lessee
hereby
expressly confirms that it is aware that the Contractor is likely
to build
the Building in a number of stages and that it is aware that
within the
framework of the said building noise, nuisances and/or inconveniences
are
likely to be caused involved with the continued construction
of the
Project and that this may continue even after the delivery of
possession
in the Property to the Lessee.
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The
Lessee, by its signing on this Contract, grants its consent to the execution
of
the full construction works required by the Contractor for the purpose
of
realizing its full construction rights in the Land (those presently existing
and
those as shall exist in the future), and that it agrees to such despite
the
noise, nuisance and inconvenience involved with such provided that such
shall
not prevent the use of the Property by the Lessee. The Lessee also agrees
to
refrain from any action and emission which is likely to prevent, delay,
postpone, interfere with or disrupt the execution of the construction works.
The
Lessee declares and confirms that it is aware that the Contractor had entered
into this Contract with it in reliance on its consent and undertakings
as stated
above.
| 4.6 |
The
Contractor and/or anyone on its part shall be entitled at any
time
whatsoever to install and/or post through any part of the Land,
the
Building and the Property, various installations and systems,
including
water piping, heating, electricity, drainage, sewage, channeling
of water,
gas, telephone and communication cables, air conditioning system
parts
regardless of whether such serve the Property or if it serves
other
properties, provided that such is carried out at reasonable times
and in
cooperation with the Lessee and without such harming the Lessee's
reasonable use of the Property and/or the lessee's equipment
in the
Property.
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7
| 4.7 |
The
Lessee shall enable the Contractor and anyone on its part to
enter into
the Property (even after delivery of such to the Lessee) to carry
out all
works and actions required for the purpose of the construction,
including
maintenance and/or repair works, at one time or in parts or at
different
times, according to need, provided that such is carried out at
reasonable
times and after prior cooperation with the Lessee and without
such harming
the reasonable use of the Lessee in the
Property.
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| 4.8 |
The
Contractor may cause the registration of regulations for the
condominium
pursuant to Sections 62 and 63 of the Land Law. The regulations
shall be
drafted by lawyers considering the character of the Building
and the
Project. The Contractor may have included in the regulations,
inter
alia,
provisions determining the relations between the unit holders,
provisions
regarding contracting in a management agreement as mentioned
in this
Contract below, and regarding the duties and obligations of the
various
holders of position in the properties within the Project regarding
the
passage way arrangements and the use of the Property for the
examining,
repair or replacement of piping and systems which pass through
the
Property or any part thereof, regarding limitations on changes
to the
properties, regarding the division of expenses involved with
the services,
regarding the excision of areas from the common property and
the
attachment thereof to certain properties in the Building, regarding
the
rights in the common property and the nature of the use thereof,
regarding
the securing of the Contractor's rights, the rights of property
holders,
of the Lessee, etc.
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The
said
regulations shall not impose any financial obligation on the Lessee whatsoever
which exceeds that as stipulated in this Contract and/or
thereunder.
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5.
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Alterations
and Additions to the
Property.
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| 5.1 |
Subject
to that stipulated in subsection 5.2 below, the Lessee undertakes
not to
execute any alterations or additions to the Property or outside
of the
Property to Lease Term and as it has received the prior written
consent of
the Contractor and subject to the obtaining of the permits and
the
licenses required from the competent
authorities.
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Should
any alteration or addition whatsoever be carried out, then at the end of
the
Lease Term such alteration and/or addition and/or improvement, as stated
above,
shall remain the exclusive property of the Contractor without the Contractor
being required to pay any constellation whatsoever to the Lessee unless
the
Contractor had demanded of the Lessee to return the situation to the
status
quo ante
and to
remove the above said improvement and/or alteration and/or addition and
in such
a case the Lessee must remove at its expense, and return the situation
to the
status
quo ante
and if
it does not do so the Lessee shall pay the Contractor any amount incurred
by the
Contractor for such removal.
It
is
expressly clarified that any alteration or addition or improvement as stated
shall not be considered as payment of key money.
| 5.2 |
The
parties agree in advance that the Lessee shall be entitled to
carry out
internal works in the Property in order to prepare it for lease
purposes
and that it shall do so at the exclusive expense and responsibility
of the
Lessee provided that it issues the Contractor with the execution
plans for
the works prior to the actual execution thereof and the Contractor
has
approved then for execution. The Contractor undertakes not to
refuse to
approve the execution of the works in accordance with the plans
issued to
it as stated by the Lessee unless such involves works which are
likely to
harm the Building and/or its systems and/or the alter appearance
of the
Building.
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9
Similarly,
the Contractor undertakes to pay in consideration for the above works executed
in the Property, at the at the Lessee's written request up to the limit
of an
amount in New Israel Shekels equivalent to $10,000 and against the receipt
of a
duly issued tax invoice to be issued to it at the responsibility of the
Lessee.
The payments shall be carried out within 14 days from receiving the said
invoice.
| 5.3 |
It
is agreed that the signage in the Property shall be within the
framework
of the general signage for the Building and that the Lessee shall
be
permitted to place signage of the size and shape to be agreed
upon by the
architect on behalf of the Contractor next to or on the entrance
door into
the Unit and all in accordance with and subject to the instructions
of the
Contractor and the management company. The cost for the execution
of
signage should apply to the Lessee.
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6.
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The
Lease Term
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| 6.1 |
The
Lease Term is hereby determined for the period commencing from
the date of
the signing of this contract and up until 31.7.2005 (hereinafter:
“The
Lease Term”).
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| 6.2 |
The
Lessee shall not be entitled to terminate the lease under this
contract
before the end of the Lease Term. If the Lessee stops using the
Property
and/or if it vacates the Property before the end of the Lease
Term, such
shall not release the Lessee from the fulfillment of its obligations
under
this Contract, including its obligation to pay Rental Payments
to the
Contractor up until the end of the Lease Term.
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| 6.3 |
At
the end of the Lease Term, or upon the legal cancellation of
this
Contract, the Lessee undertakes to vacate the Property and to
return
possession thereof to the Contractor with the Property being
clean, tidy
and in a fit state and free of any person and object belonging
to the
Lessee.
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10
The
provisions of this section are fundamental provisions of the Contract and
the
breach thereof, or the breach of anyone of the provisions shall be considered
as
a fundamental breach of the Contract.
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7.
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Delivery
Date
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| 7.1 |
The
Contract that hereby undertakes to deliver possession in the
Unit to the
Lessee immediately upon fulfillment of all the Lessee’s undertakings which
must be fulfilled before and up to, including, the
delivery.
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8.
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Completion
of the Property
|
| 8.1 |
The
Lessee cannot have any claims against the Contractor whatsoever
regarding
the completion of the building of the Property. The above said
shall not
reduce the Contractor’s duty pursuant to that stipulated in Section 10
below.
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| 8.2 |
It
is clarified, in order to alleviate doubt, that the works of
any sort
whatsoever in the Building or in the Project, apart from the
Property, can
continue, without any right of disturbance on the part of the
Lessee
including also after delivery of the Property to the Lessee provided
that
such does not harm reasonable use of the Lessee in the
Property.
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9.
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The
Delivery Procedure
|
| 9.1 |
At
the time of the signing of this Contract the parties shall sign
on the
protocol attached as Appendix
B
of
this Contract (hereinafter: “The
Delivery Protocol”).
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| 9.2 |
It
is expressly agreed and stipulated that any fault and/or disparity
in the
Unit at the Delivery Date which has not been detailed and expressly
indicated in the Delivery Protocol and which could have been
discovered by
the examination as stated by a reasonable person (who is not
an expert in
the matter), shall be seen as constituting a waiver by the Lessee
of any
claim, right and suit with respect thereof, and the Lessee shall
not be
entitled to revise thereupon and shall be estopped from claiming
and
receiving any remedy or relief whatsoever from the Contractor
for such.
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11
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10.
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Maintenance
of the Property
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| 10.1 |
Should
there be a disparity according to the Delivery Protocol, the
Contractor
shall act to repair such within a reasonable time (considering
the nature
of the problem and the season of the year) after the delivery.
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Where
any
fault has occurred in the Property after the delivery which has not been
caused
as a result of an exceptional action due to unreasonable and incautious
use on
the part of the Lessee or as a result of an omission or negligence on the
part
of the Lessee and despite the cautious and reasonable use of the Lessee
in the
Property, the Contractor shall act to repair such within a reasonable time
(considering the nature of the fault and the season of the year) from
the
date at which the Lessee has filed a written notice with it regarding the
fault.
Where
no
repair has been carried out as stated, the Lessee may, after filing written
notice of its intention with the Contractor to repair the fault itself
and may
claim the reasonable repair costs for such from the Contractor. In such
a case,
the Contractor shall pay the repair costs within 14 days from receiving
the said
demand from the Lessee, together with a valid tax invoice.
Notwithstanding
the above said, the Contractor shall not be obligated to repair nor to
bear the
cost of the repair of wear and tear fault which do not fall within the
definition of the regular maintenance in the Lessee’s warranty, such as the
replacement of light bulbs, cleaning and regular maintenance of the system’s
within the Unit, etc.
Save
for
the undertakings of the Contractor to carry out the said repairs as stated
in
this Contract, no duty or liability whatsoever shall apply to the Contractor
for
the execution of repairs and in any event the Contractor shall not be liable
for
indirect damages caused to the Lessee as a result of the disparity and/or
as a
result of the execution of repairs to remove such.
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| 10.2 |
It
is agreed that the Contractor shall not be liable for the repairs
of
faults which have arisen from and/or have deteriorated due to
the
unreasonable dues and/or due to an action and/or omission of
the Lessee
and/or of a third party who is not acting on behalf of the Contractor
and/or if the Lessee has not acted in accordance with the warnings,
where
such have been given in writing by the Contractor, regarding
the special
properties of the Property and/or where the Lessee has not acted
in
accordance with the maintenance and use instructions for the
Property.
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| 10.3 |
It
is agreed that the Contractor shall not be responsible for the
quality of
the additional work executed and/or to be executed in the Property
unless
the Contractor has provided his written consent for the execution
of the
changes regarding the Additional Work and the Additional Work
was carried
out by the Contractor.
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| 10.4 |
The
Lessee undertakes to allow the Contractor, its workers and agents,
including contractors and sub-contractors on behalf of the Contractor
to
examine the faults, to carry out the repairs in the Property
and/or other
properties in the Building, and also to enter into the Property
for the
purpose of the installation and/or transfer of equipment to the
holders of
other properties in the Building. The Lessee hereby waives any
claim
and/or demand which it might have in connection with the time
for the
execution of the aforementioned actions or in connection with
the
inconvenience, if any has been caused to it as a result of such,
even if
such relates to another property in the Building and the execution
thereof
is done, fully or partially, from the Property or in the external
walls of
the Property, and provided that the Contractor has executed the
above work
at reasonable times after prior coordination with the Lessee
and without
such harming the Lessee’s reasonable use of the Property and/or the
Lessee’s use of the equipment in the Property and the Contractor shall
act
to the best of its ability in order to limit the inconvenience
which might
be caused to the Lessee due to the execution of the above said
actions.
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13
| 10.5 |
The
Lessee shall not be entitled to rely on a disparity, if any,
if he has not
provided the Contractor with a fair opportunity to examine and
repair
such. Similarly, if the Lessee does not allow the execution of
the
repairs, such shall be considered as an absolute waiver on the
part of the
Lessee for the execution of the repairs and of any other legal
measure
regarding the disparity.
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| 10.6 |
The
Lessee undertakes to repair, upon first demand of the Contractor,
any
breakdown or damage caused to the Property as a result of an
action of the
Lessee which exceeds the reasonable and cautious use on the Lessee’s
behalf or an illegal omission on the Lessee’s part (including for that
stipulated in subsection 10.2) but excluding as a result of wear
and tear
which is not due to reasonable use. Where no such claim has been
made,
then such repairs shall be carried out within a reasonable time
before the
vacating date in such a manner so that the repair is completed
by no later
than 7 days before the vacating date. If the repair is of the
sort of
repairs which must be executed urgently, then such shall be done
by the
Lessee immediately.
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Where
the
said repair has not been executed, the Contractor and/or anyone on its
behalf
may carry out the repair at the Lessee’s expense, without harming any other
measure which the Contractor may request in such a case, in addition to
the
Repair expenses.
| 10.7. |
The
Lessee undertakes, throughout the Lease Term, to comply with
all
provisions of any Law relating to the management of the business
in the
Property, not to hold any equipment, material or object in the
Property or
its surroundings which is likely to cause any damage whatsoever
and/or
which may be of tangible danger as well as to fulfill the provisions
of
any Law of any competent authority connected with the fire extinguishing
arrangements and procedures, as well as those of the Home Front
Command,
safety and security procedures as well as hygiene
procedures.
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14
| 10.8. |
The
Lessee shall manage its business and shall make use of the Property
without disturbing the other tenants in the
Project.
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| 10.9. |
The
Lessee undertakes to refrain from acting (or allowing others
to act) in
the Property by committing or omitting to commit anything which
might
impose any liability whatsoever on the Contractor for damages
towards a
person and/or property.
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| 10.10. |
The
Contractor and his proxies shall have the right, at reasonable
times, to
enter into the Property in order to ascertain that the Lessee
is
fulfilling its obligations pursuant to the terms and conditions
of the
Contract and/or in order to present the Property before potential
tenants
or buyers and/or in order to undertake those actions and those
means as
determined in this Contract or under any other Law and which
require the
said entry into the Property.
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The
entering into the Property shall be done after prior coordination with
the
Lessee and the Lessee undertakes not to prevent the Contractor, or those
acting
on behalf of the Contractor, to have the free access as stated, provided
that
the above said shall not prevent the Lessee’s reasonable use of the Property.
| 10.11. |
In
the matter of the room which is marked as a server room, it is
expressly
and explicitly clarified that it includes a communications cabinet,
a
communications equipment and an air conditioner, and it is intended
to
also partially serve other tenants in the neighboring properties
(however
the terminal points in those areas are routed through the aforementioned
communications equipment), and the Lessee agrees to allow them
to have
access to the server room and shall be reasonably required by
them subject
to prior coordination with the Lessee. In consideration, the
Lessee may
make use of the air conditioner and the communications cabinet
as required
by it without damaging that which exists.
|
15
Notwithstanding
the above said, if the granting of the access to the neighbor will cause
nuisance to the Lessee, the Lessee may cause the cessation of the common
said
use of the server room provided that enables those parties holding the
neighboring properties, if and where such is dependant upon it, to re-route
the
communication lines, to remove the communications cabinet and the communications
equipment and the said air conditioner and all this shall be done by the
providing of written notice of at least 30 days in advance.
| 10.12. |
In
the matter of the area in the unit marked in the plans as the
accompanying
area (in green) it is expressly agreed that the Lessee shall
be entitled
to detract it from the Unit area by filing a written notice of
at least 30
days in advance. In such a case, the sum of NIS 220 plus VAT
shall be
deducted from the Monthly Rental starting from that said deduction
date,
where such amount is linked to the index from the singing date
of the
Contract.
|
The
Lessee shall allow the Contractor to carry out the required actions on
a
reasonable basis without the deduction of the said accompanying area.
|
11.
|
Insurance
|
| 11.1. |
The
Lessee undertakes to act in accordance with the provisions of
the
Insurance Appendix - Appendix
C
-
of this Contract and to provide a required certificate thereunder
by the
Delivery of Possession Date.
|
|
12.
|
The
Management Agreement
|
| 12.1. |
The
Lessee undertakes to sign, at the time of the signing of this
Contract or
at any other time to be determined by the Contractor at the exclusive
discretion of the Contractor, on a Management Agreement, in a
wording
according to the principles of the contract attached to this
Contract as
Appendix
D
(hereinafter: “The
Management Agreement”)
with the Management Company to be appointed or to be appointed
by the
Contractor (above and below: “The
Management Company”)
whose role it shall be to see to the regular maintenance (including
the
execution of improvements and renovations) to the common property,
and the
Building and in the Project in general, and it undertakes to
act in
accordance with the provisions of the Management
Contract.
|
16
| 12.2. |
The
Lessee also undertakes towards the Contractor to comply with
the
provisions of the Management Contract. The breach of the Management
Contract shall also constitute a breach of this Contract of Lease.
|
| 12.3. |
Regarding
the matter of Section 10.3 of the Management Contract, it is
expressly
agreed that if the Lessee is required by the Management Company
to provide
the deposit as defined in the Management Contract, the Contractor
shall
act to cancel the requirement on the part of the Management Company
or to
fulfill it instead of the Lessee.
|
|
13.
|
Rental
Payment
|
| 13.1. |
The
monthly Rental Payments for the Lease Term shall be in the amount
of NIS
22,922 (inclusive of VAT) linked to the index from the date of
the signing
of this Contract.
|
Notwithstanding
the above said, the Rental Payments for the first seven months shall be
in the
amount of NIS 97,419 (inclusive of VAT) only.
| 13.2 |
“Index”
-
For the purpose of this Contract shall mean the - the price index
known as
the consumer price index published by the Central Bureau of the
Statistics
or any other official index replacing
it.
|
17
“Linked
to the index on the date of the signing of the Main
Contract”
for
the
purpose of this Contact shall mean - that if on the actual date of payment
the
known index (hereinafter: “The
New Index”)
is
higher than the index that was known at the date of signing
of the Main Contract, (that is to say the index for the month of June 2003,
published on the 15.7.2003; (hereinafter: “The Basic
Index”),
the
amount for payment shall be increased in accordance with the same proportion
as
the difference between the New Index and the Basic Index.
| 13.3 |
The
Monthly Rental Payments shall be paid in advance, at the following
dates:
|
| 13.3.1 |
At
the time of the signing of this Contract, the Monthly Rental
shall be paid
for the Lease Term up until
28.02.2004.
|
| 13.3.2 |
For
the balance of the Lease Term (i.e. commencing from 1.3.2004)
Rental
Payments shall be paid every two months in advance on the first
of the
following months: March, May, July, September, November, and
January -
accordingly, however the last payment shall be for the period
from the
above said payment date and up until the end of the Lease Term.
|
| 13.4 |
In
order to ease the collection of the Additional Rental Payments,
the Lessee
shall deliver to the Contractor, cheques on account of the future
Additional Rental Payments up until the end of the Lease Term.
The said
cheques shall stipulate the set payment dates as stated in sub
section of
13.3 above. Once every quarter, or for a lengthier period, at
the election
of the Contractor, an account shall be made of the difference
for the
Rental Payments arising from changes to the Consumer Price Index
from
between the delivery date of the cheques as stated above and
the payment
date and the said differences shall be paid to the Contractor
within seven
days of the Contractor’s demand. In order to alleviate doubt it is hereby
clarified that the Contractor shall be entitled to present the
cheques
mentioned at the heading of this sub section for payment by the
due dates,
however only payment of the cheques and the Rental Payment differences
plus VAT, where required, as stipulated in this Contract, shall
be
considered as full payment of the Rental Payments.
|
18
| 13.5 |
It
is hereby agreed that until another instruction is given by the
Contractor, every payment under this Contract shall be made in
tow equal
parts:- One - in favour of Rorberg Contracting and Investments
(1963) Ltd.
Into account No. 20767 at Bank Hapoalim Ltd., branch 609 and
the second in
favour of Tazor Development Ltd. Into account 13736 at Bank Hapoalim
Ltd.,
branch 609.
|
| 13.6 |
The
Rental Payments stipulated above include VAT at the rate of 18%.
It is
expressly agreed that if a change occurs to the VAT rate, the
Rental
Payments shall be updated and paid in accordance with the altered
VAT
rate.
|
The
provisions of this section are fundamental provisions of the Contract and
the
breach thereof or the breach of any one of these provisions shall be considered
as a fundamental breach, however a delay in payment of the Rental Payments
which
does not exceed seven days shall not be considered as a fundamental breach.
| 14. |
Taxes,
Fees, Expenses and Miscellaneous Payments
|
| 14.1 |
In
addition to the payment of Rental Payments and the other payments
applicable to the Lessee under this Contract, the Lessee undertakes
to pay
the taxes, expenses and payments as
follows:
|
| 14.1.1. |
All
taxes, municipal rates and taxes, other obligatory payments and
expenses
applicable to the Property for the use and possession thereof
including
management fees, electricity, water, telephone payments, municipal
rates
and taxes, property improvement levies for exceptional use, if
and where
required, business taxes, etc.
|
19
The
Lessee hereby confirms that it is aware that the water and electricity
connection to the Unit is shared with the adjacent area. It is agreed that
until
the installation of separate meters for the above mentioned properties,
the
water and electricity costs shall be divided up in accordance with the
shared
meters between the holders of the above mentioned properties in such a
manner so
that each holder of possession shall pay its relative fare in the account
in
accordance with its relative share of the overall total area of the above
mentioned properties.
If
and
when the Contractor and/or someone on its behalf installs separate meters
for
the above mentioned properties, the Lessee undertakes to cooperate in order
to
advance the matter and to allow the execution of any action required in
order to
install such in the Property.
| 14.1.2. |
Revenue
stamp duty for this Contract and the agreements and documents
signed
pursuant to this Contract, if and should such apply.
|
| 14.2. |
All
other compulsory payments and/or applicable taxes and/or taxes
to be
applied in the future and which apply to and/or shall apply,
in Law, or by
the nature thereof, to the owners shall be paid by the Contractor
whilst
those which apply and/or shall apply, in Law, or by the nature,
to the
holders of possession, shall be paid by the
Lessee.
|
| 14.3. |
The
payments indicated in this Section above, where no payment date
has been
stipulated, shall be paid to the Contractor within seven days
from the
demand date, to the competent authority, immediately upon first
demand
from that authority and/or at the date as determined under any
Law; and to
any other entity - at the time as demanded by it and/or by the
Contractor
and/or pursuant to that agreed upon between them.
|
20
The
Lessee shall provide the Contractor, at the payment dates of the Rental
Payments, with copies of the receipts testifying to the execution of the
above
said payments.
The
parties agree that the Contractor may, but is not obligated, to make the
payments, fully or partially, instead of the Lessee, and that in such case,
the
Lessee shall refund the full payments to the Contractor which were paid
in the
stead of the Lessee (including VAT), immediately upon first demand, where
such
bear linkage differences to the Index, from the actual payment date by
the
Contractor and up until the demand date. The Contractor shall not make
use of
this right unless it has previously addressed the Lessee in order for the
Lessee
to pay such payments itself and only if the Lessee has not done so itself.
|
15.
|
Breaches
and Remedies
|
| 15.1. |
Nor
do they derogate from any right, cause, remedy or measure available
to the
injured party due to the breach in
Law.
|
| 15.2. |
If
the Lessee breaches, does not fulfill or is late in fulfilling
any of the
terms and conditions of this Contract constituting the fundamental
conditions of this Contract, the Contractor may demand the immediate
vacating of the Property and also to collect compensation for
damages
sustained by the Contractor as a result of the breach.
|
In
the
event of a breach of any other condition of this Contract, the Contractor
shall
be entitled, in addition to any other right vested in it in Law, to revoke
the
Contract and to demand the vacating of the Property after having given
the
Lessee warning of 30 days to amend and the Lessee has not complied with
the
warning and amended the breach.
21
That
stated in this section shall not prejudice any other relief available to
the
Contractor pursuant to the provisions of any Law or this Contract.
| 15.3. |
Where
the Lease Term has ended, or in any event of the cancellation
of this
Contract in Law, due to the breach thereof by the Lessee and
where the
Lessee has not vacated and/or delivered possession of the Property
to the
Contractor, free of any person and pursuant to the terms and
conditions of
this Contract, then the Lessee shall pay to the Contractor for
each month
of arrears in the said vacating, arrears payments at the rate
of twice
that of the Rental Payments.
|
The
parties hereby declare that the compensation amount stipulated above is
based on
a good faith evaluated estimation of the parties regarding the anticipated
damage to the Contractor during the ordinary course of affairs as a result
of
the delay in returning possession by the due date and such shall not prejudice
any other or additional relief to which the Contractor is available in
Law or
pursuant to the provisions of this Contract.
It
is
hereby agreed that the above said shall not release the Lessee from its
undertakings to vacate the Property at the end of the Lease Term and/or
to grant
any right to the Lessee to further hold the Property against the payment
of the
agreed compensation and/or in order to constitute a waiver on the part
of the
Contractor on any of the Contractor’s rights and/or to prejudice a right of the
Contractor to receive any additional remedy and relief including the eviction
of
the Lessee from the Property.
| 15.4 |
Should
any disparities be discovered in the Property and the Contractor
has done
nothing to amend such, under the circumstances where under the
provisions
of that stipulated in this Contract, such constitutes a breach
on the part
of the Contractor, then the Lessee shall be entitled to the remedy
of
enforcement, i.e. - the repairing of the disparity, including
by those
means as stipulated in subsection 10.1 above, and in any event
it is
agreed that the Lessee shall not be entitled to a setoff of its
damages
for the faults and/or for the cost of the repair, from the Rental
Payments
which the Lessee must make towards the Contractor, unless the
Lessee has
received the prior written consent of the Contractor for
such.
|
22
| 15.5 |
Any
amount which the Lessee owes and which the Lessee has not paid
by the due
date or within 7 days thereafter, shall bear linkage differences
to the
Index and linked interest during the arrears period at the rate
of 4% per
annum or arrears interest at a rate customary at Bank Hapoalim
Ltd. for
approved overdraft facilities in current accounts (for an ordinary
and not
preferred customer) plus 4% per annum at the election of the
Contractor
without prejudicing any other remedy available to the Contractor
pursuant
to the this Contract or under any Law.
|
It
is
hereby clarified that with respect of any payment for a debt which has
been paid
by the Lessee to the Contractor in connection with this Contract, such
shall be
credited to the Lessee commencing with the expenses and afterwards the
interest,
linkage differences and agreed compensation (liquidated damages) and the
balance
shall be credited on account of the principal. If any balance remains of
the
principal, this shall also bear linkage and interest differences accordingly and
the provisions of this section shall also apply with respect of the making
of
these payments and so on and so forth.
The
provisions of this subsection shall apply, mutandis,
to
the
amount which the Contractor must pay pursuant to this Contract to the Lessee
and
which it has not paid within seven days from the date of being demanded
to do so
by the Lessee.
| 15.6 |
Where
the Lessee has been late in fulfilling one or more of its obligations
under this Contract, fully or partially, such shall permit the
Contractor
to delay on a parallel basis the fulfillment of its obligations
towards
the Lessee and such a delay on the part of the Contractor shall
not
constitute a breach and shall not entitle the Lessee to any remedy
whatsoever.
|
23
| 15.7 |
If
the Lessee has not paid one or more of the payments applicable
to it under
this Contract, fully and/or partially and/or by the due dates,
such shall
be considered as a fundamental breach of the Contract.
|
|
16.
|
Guarantees
|
| 16.1 |
In
order to secure and guarantee the fulfillment of the Lessee’s undertakings
under this Contract and to guarantee all the expenses, losses
and damages
applicable in the case of a bridge of the Contract by the Lessee,
it is
agreed that:
|
| 16.1.1 |
The
Lessee within seven days of the signing of this Contract and
as a
precondition for receiving the keys to the Leased Premises the
Lessee will
provide an autonomous bank guarantee to the Contractor in favor
of Rorberg
Contracting and Investments (1963) Limited, in an amount of NIS
46,000
linked to the consumer price index starting from the date of
the signing
of this Contract and redeemable upon demand in accordance with
the wording
as attached to this Contract in Appendix
E.
|
The
guarantee shall be valid until 31.12.2004 and shall be extended from time
to
time in such a manner so that the extension of the validity thereof and
the
delivery of the valid extension to the guarantee to the Contractor shall
be by
no later than 30 days before the last exercise date for the present guarantee
and that the validity of the overall guarantee shall be for up to 60 days
after
the end of the Lease Term. Where the guarantee has not been extended as
stated,
such shall be considered as a breach of the contract with all that such
implies.
| 16.1.2 |
A
promissory note in the amount of NIS 250,000, linked to the consumer
price
index at the date of the signing of this contract, signed by
the
Lessee.
|
24
The
note
shall be made out to the deposit of the Contractor and shall be delivered
without a redemption date.
If
the
Lessee does not comply with its undertakings and/or obligations and/or
any part
thereof under this Contract, the Lessee shall by gives an irrevocable
instruction to the Contractor to fill in the redemption date in the note
at its
exclusive discretion and to collect its full damages from the exercise
amount as
well as any amount owing to the Contractor by the Lessee under any law
and the
balance, if any, shall be refunded to the Lessee and/or pursuant to the
provisions of subsection 16.3 below. The said note shall be redeemable
upon
demand and the Contractor may collect it or demand its redemption, at its
choice, but shall not be entitled to negotiate it.
| 16.2 |
It
is explicitly agreed between the parties that the exercising
and/or
redemption of the note and/or its submission for execution at
the
execution office or its submission in a claim thereunder and/or
the
exercising of the bank guarantee shall not prejudice the Contractor’s
right to claim and to receive any other additional alternative
relief of
any sort whatsoever against the Lessee, for the collection of
those
amounts in excess of the amount to be realized as
stated.
|
| 16.3 |
The
Contractor undertakes to give the Lessee a written extension
of 14 days at
least in order to amend the breach for which it intends to exercise
the
guarantees under this section before it does so and if the breach
has been
amended within the above said extension, the Contractor shall
not be
entitled to realize such, however, the above said shall not diminish
in
any manner whatsoever the power of the Contractor to exercise
guarantees
in accordance with law.
|
|
17.
|
Transfer
of Rights
|
| 17.1 |
The
Contractor may transfer its rights and/or obligations under this
Contract,
fully or partially, to any other legal person or party, but must
do so
subject to the maintaining of the Lessee’s rights under this
Contract.
|
25
| 17.2 |
The
Contractor hereby declares that it has contracted with Bank Hapoalim
Limited in a credit agreement for the financing of the construction
of
Building (Hereinafter: “The
Financing Agreement”)
and that it undertakes or is likely to undertake to provide various
guarantees in favor of the bank including, inter
alia,
a
pledge on all receipts owing to it from the Lessee (Hereinafter:
“The
Pledge of the Rental Payments).
The parties therefore agree and confirm
that:
|
| 17.2.1 |
They
are aware of the possibility of the existence of a pledge on
the Rental
Payments and the assignment of these Rental Payments by pledged
to the
bank.
|
| 17.2.2. |
The
Contractor shall be entitled to give an instruction to the
Lessee and/or
an irrevocable instruction/instructions to the Lessee to pay
the Rental
Payments to the credit of a bank account/accounts (Hereinafter:
“The
Special Instructions”)
and a Lessee confirms that in such a case it shall act in accordance
with
the Specialty Instructions.
|
In
order
to alleviate any doubt it is hereby clarified that the payment of the Rental
Payments in accordance with the Special Instructions shall be considered,
for
all intents and purposes, as payment of Rental Payments to the
Contractor.
| 17.3 |
The
Lessee shall not be entitled to assign, pledge, sublease or transfer,
by
any other means, its rights and obligations under this contract,
fully or
partially, directly or indirectly, to another, unless with the
prior
written and explicit consent of the
Contractor.
|
The
above
said shall not prejudice the provisions in Section 22 of the Lease and
Landing
Law, 5731 - 1971.
26
|
18.
|
Non
Waiver of Rights
|
| 18.1 |
The
non exercising or delay in exercising by a party to this Contract
of any
of its rights under this Contract and/or under law, shall not
be
considered as a waiver on its part of the said
right.
|
| 18.2 |
A
waiver, discount, change or extension given by a party to this
Contract,
under certain circumstance, shall not serve as a precedent in
another
case, and in any event, all the said actions shall be invalid
unless so
done in writing.
|
|
19.
|
The
Inclusiveness of the Contract and its
Validity
|
| 19.1 |
The
parties hereby agree that the terms and conditions of this Contract
reflect that which has been agreed and stipulated upon between
the
parties.
|
The
Contractor shall not be bound by any promise, advertisement, presentations,
agreements and undertakings, verbal or written, made prior to the signing
of
this Agreement.
| 19.2 |
Any
change to this Contract must be done in writing and signed by
the parties.
An verbal declaration, presentation or promise, made in the future or by
any person, including employees of the Contractor or its agents,
in any
matter relating to this Contract, shall not find the
Contractor.
|
| 19.3 |
Until
the signing by the Contractor, through its authorized signatories,
on this
Contract, the terms and conditions hereof shall not bind the
Contractor
and the signature of the Lessee alone on this Contractor shall
not vest
any right whatsoever thereunder. The date at which the Contractor
signs,
as stated, on the Contract shall be considered as the signing
date of the
Contract.
|
|
20.
|
Lawyers
|
| 20.1 |
The
Contractor hereby makes notice that it has appointed Advocates
Guy
Hermelekh and Xxxxx Xxxxx of 00 Xxxxx Xxxxxx in Rehovot (above
and below:
“The
Lawyers”)
to be, jointly and severely, their attorneys for all intents
and purposes
for the execution of any action requiring legal work in connection
with
this Contract.
|
27
| 20.2 |
The
Lessee declares that it has been emphasized before it that the
Lawyers
represent the Contractor alone and that they do not represent
the Lessee
and that the Lessee is entitled and even recommended to appoint
a lawyer
on its behalf in order to represent it for the purposes of this
Contract.
|
|
21.
|
Judicial
Jurisdiction and Choice of
Law
|
| 21.1 |
In
any dispute between the parties to this Contract and in connection
therewith, its breach, interpretation, applicability and/or validity,
the
courts in the Tel Aviv and Central Districts shall have sole
judicial
jurisdiction.
|
| 21.2 |
The
provisions of the Israeli law shall apply to this
Contract.
|
|
22.
|
Notices
|
| 22.1 |
The
addresses of the party for the purpose of this Contract and in
connection
therewith are as specified in the headings of this Contract or
at any
other address in Israel to be specified in a notice to be sent
to the
other party in accordance with the provisions of this
clause.
|
| 22.2 |
Any
notice sent by a party to another party in accordance with the
above
address by registered mail shall be considered as having reached
its
destination three business days after having been sent by registered
mail.
|
In
Witness Whereof the Parties have Set their Hand at the above Stipulated
Date:
The
Contractor (signed)
The
Lessee (signed)
28
Appendix
A
MANAGEMENT
CONTRACT
Made
and
signed in _________ on the ____ day of _________ 2003
BETWEEN:
RAMOT
- MADA'IM MANAGEMENT AND MAINTENANCE LTD.
of
0
Xx'Xxxxx Xx'Xxxx Xxxxxx, Xxx Xxxx
(Hereinafter:
"the
Management Company")
OF
THE FIRST PART
AND:
ROSETTA
GENOMICS LTD
of
00
Xxxxx Xxxxxx, Xxxxxxx
(Hereinafter:
"The Lessee")
OF
THE SECOND PART
Preamble
WHEREAS:
|
A.
|
On
the __day of _____ a Lease Contract (hereinafter: "the
Lease Contract")
was signed between Rorberg Contractors and Investments (1963) Ltd.
and
Tazauer Development Ltd (hereinafter: "the
developer" or
:the
property owner"),
of the first part and the Lessee of the second part under which
the Lessee
took a lease of the property (as the same is defined in the Lease
Contract) and which forms part of the building and the project
called
"Mada'im 1" and which was erected by it on the plot known as Plot
1009
under Scheme RH/2005/A situated in the Xxxxx T.M.R. Park in Rehovot
(hereinafter: "The
Building" or
"The
Project");
|
|
B.
|
The
Project includes common areas and facilities that are intended
for common
use of all property owners in the project or some of them and/or
occupiers
of the properties, at the initiative of the property owners in
the project
and/or are to be designated by the developer as common
property;
|
|
C
|
In
order to facilitate the preservation of a high standard of maintenance
of
the building it is necessary that the services to be common property
are
managed and provided in an organized
manner;
|
|
D
|
The
Lessee is aware that the property owner has agreed that management
of the
said services shall be performed exclusively by the Management
Company and
the Lessee undertakes to fulfill all the obligations required of
it in
connection with the provision of the management services by the
management
company, and all in accordance with and subject to the provisions
of this
Contract;
|
|
E
|
This
Contract is intended to govern the mutual obligations between the
parties
in all matters pertaining to management and performance of the
services in
the building and constitutes the Management Contract referred to
in the
Lease Contract;
|
IT
HAS THEREFORE BEEN AGREED, DECLARED AND STIPULATED BETWEEN THE PARTIES AS
FOLLOWS:
| 1. |
Treatment
of the Preamble and the Title
Headings
|
| 1.1 |
The
preamble to this Contract and the declarations contained therein
constitute an integral part
thereof.
|
| 1.2 |
The
Title Headings in this Contract have been inserted for convenience
of
reading and familiarization, and they shall not be used in its
interpretation.
|
| 2. |
Definitions
|
In
this
Contract the terms and expressions that have been defined in the Lease Contract
shall have the same meanings that have been assigned to them in the Lease
Contract, and the following terms and expressions shall have the meanings
as
defined alongside them, and all other than where the context in this Contract
otherwise requires;
|
"The
Building"-
|
As
defined in Part B of the preamble to this Contract
|
|
|
"The
Expenses"-
|
As
they are defined in Section 10.1 of this Contract
|
|
|
"The
Annual Account"-
|
As
defined in Section 10.5 of this Contract
|
|
|
"The
Installations"-
|
The
installations as they are defined hereunder in this
Section.
|
|
|
"The
Deposit"-
|
As
defined in Section 10.5 of this Contract
|
|
|
"The
Common Property"
|
All
parts of the building that are intended for the use in common of
all the
property owners in the Project or some of them and/or those occupying
properties on behalf of the said owners and/or are designated as
common
property by the developer, including, and without derogating from
the
generality of the foregoing, external walls, roofs, basements,
shelters,
garbage rooms, stairwells, passageways, piazzas, parking lots,
entrances,
elevators, toilets and restrooms; as well as common installations,
such as
air conditioning, heating, electrical and plumbing installations,
any kind
of piping, general signboards, other installations that serve or
are
intended to serve some or all of the property owners in the project
even
if they are situated within the boundaries of units that are in
the
ownership of and/or are for the exclusive use of one of the property
owners in the project, and any other installation in respect of
which the
Management Company agrees to provide services (hereinafter: "the
installations").
|
|
"The
Services" -
|
As
they are defined in Section 3 of this Contract
|
|
|
"The
Special Fee" -
|
As
defined in Section 10.3 of this Contract
|
|
|
"The
Lease Contract"-
|
As
defined in Part A of the preamble to this Contract
|
|
|
"Equipment
Renewal Fund"-
|
As
defined in Section 10.2 of this
Contract
|
| 3. |
The
Services
|
| 3.1 |
In
this Contract the expression "services" shall be taken to mean
as
including servicing and maintenance works, including day to day
operation,
repairs, cleaning, lighting, gardening, renewals, examination,
insurance
and upkeep of the common property and the
installations.
|
| 3.2 |
The
Management Company shall from time to time be entitled to determine
the
scope of the services, their type, nature and time and manner of
their
provision, all having regard to the nature and standard of the
building
and the requirements of a majority of the property owners (as per
the
areas of the units) in the
building.
|
It
is
agreed that for as long as no decision has been made as to an increase in
the
basket of services by the majority of the property owners (as per the areas
of
the units) in the building then the scope of the services shall include the
basket of services that is specified in Appendix 1 to this
Contract.
| 3.3 |
The
Management Company may also include within the bounds of the services
included in this Contract, services that are intended to serve
particular
properties only in the project, (hereinafter: "the
special services").
In the event of provision of special services the Management Company
shall
proceed in accordance with Section 10.5.2 with regard to division
of cost
of contribution to such expenses.
|
| 3.4 |
Subject
to what is stated hereunder the Management Company shall also deal
with
the renewal of the various installations, renovations, and replacements
in
the common property (to the extent that it is necessary) and with
management of the equipment renewal fund in the project as provided
hereunder in Section 10.2
|
| 3.5 |
As
a precondition for entering into this Contract with the Management
Company, and without derogating from any other exemption in the
Contract,
the Lessee agrees that it will be estopped from claiming any compensation
or other relief for loss, damage or deficiency as a result of a
fault
and/or default and/or cessation and/or delay in supplying any of
the
services, unless it is proved that such fault and/or defect and/or
cessation and/or delay in supplying any of the services was caused
directly and solely as a result of a negligent act or omission
of the
Management Company.
|
| 3.6 |
For
the avoidance of doubt, although the Management Company might well
be
charged with ensuring the supply of guard services to the building,
the
Management Company shall not be deemed to be a bailee of the building
and/or the unit and/or any part thereof and/or their contents,
as this
term is defined in the Bailee's Law 5727-1967. The Lessee shall
bear
exclusive liability for the safekeeping of its property and the
said law
shall not apply to the relationship between the Management Company
and the
Lessee.
|
| 4. |
The
Contract
|
| 4.1 |
The
property owner hereby assigns to the Management Company and the
Management
Company accepts responsibility for management of the services to
the
project and the Lessee agrees to the Management Company performing
the
aforesaid management services in this Contract commencing from
the date of
completion of the building.
|
| 4.2 |
The
Management Company will be entitled to bring forward and deal with
the
management and performance of the services if in its opinion this
will
bring about an improvement in provision of the services and/or
an
improvement in the preparedness in the deployment of the Management
Company in maintaining them, and including the provision of consulting
services as regards the choice of installations, the examination
thereof
prior to their installation and/or when being installed and the
preparatory work in assimilating
them.
|
| 4.3 |
Notwithstanding
the provisions in this Contract the Management Company will be
entitled to
postpone the date for performing various services, wholly or partially,
if
in view of the situation of the works in the project or taking
into
account the actual number of purchasers and tenants of the properties
in
the project and/or in light of other considerations, it is in its
opinion
justifiable to postpone the date of performance of the services
or any
part thereof.
|
| 5. |
Contracts
with Sub-Contractors, Employees and
Others
|
| 5.1 |
The
Management Company may from time to time contract with Contractors
and/or
sub-contractors including with another Management Company or Management
Companies regarding provision of some of the services and/or all
of the
services for which the Management Company has accepted responsibility
under this Contract, whether such a contract is with regard to
certain
parts of the contract and/or with regard to all or some of the
installations and systems and/or with regard to all and/or some
of the
services.
|
| 5.2 |
The
Management Company may engage and/or contract in any way it sees
fit on a
fulltime or part time contract of employment, any person or body
including
technical professional and administrative employees, clerks, experts,
lawyers, advisors, laborers and professional tradesmen including
guards.
|
| 5.3 |
In
order to perform the actions and services for which the Management
Company
has accepted responsibility under this Contract, the Management
Company
may lease and occupy an office and/or offices as well as rooms
and
storerooms as necessary, including all such equipment as is required
for
maintaining and operating such offices and
storerooms,
|
The
Management Company may use such offices and areas as are placed at its disposal
by the developer and on such terms and conditions as are agreed between the
Management Company and the Developer.
| 5.4 |
In
the event of the Management Company being engaged in providing
special
services, this shall be done in so far as is possible by the use
of the
same offices, manpower and equipment as are also used for the purpose
of
fulfilling all the functions of the Management Company, the intention
being to effect a saving in the Management Company's expenses as
far as is
possible.
|
| 5.5 |
The
powers of the Management Company under this Contract shall in so
far as is
necessary be conferred on Bezeq and/or a private communications
company
and/or the Electricity Corporation and/or other bodies of a like
nature in
all matters pertaining to the servicing of the transformer room/s
and the
electricity, communications cables etc, as well as in assuring
other
rights of such bodies.
|
| 6. |
The
Management Company's Authority with Regard to the Common
Property
|
The
Management Company has accepted the assignment of managing the common property,
and it agrees to do on behalf of and in place of the Lessee any act for which
the Lessee is liable in connection with the common property, either by law
or
under this Contract or under the Lease Contract.
| 7. |
Procedures
|
| 7.1 |
The
Management Company is authorized to prescribe from time to time,
such
procedures and regulations as it sees fit in relation to the use
of the
common property and in connection with performance of the services,
provided that such procedures and regulations shall not conflict
with the
provisions of this Contract and shall not be prejudicial to the
reasonable
use by the Lessee of the property and of the common
property.
|
| 7.2 |
The
Management Company may from time to time prescribe such rules of
behavior
as shall be binding on all owners and/or occupiers of the properties
in
the project this so as to preserve the standard of the project
and to
prevent disturbance and annoyance to occupiers in the properties,
the
common property and the installations in the
project.
|
| 7.3 |
The
Management Company may from time to time designate areas that are
part of
the common property, places for use as pathways, passageways, parking
lots, places for the installation of aerials, fuel and gas tanks,
plumbing, cables, garbage facilities and other installations, whether
these serve all the properties in the project or serve only parts
of the
project.
|
| 7.4 |
Without
prejudice to the foregoing, the Management Company may from time
to time
introduce inter
alia:
|
| 7.4.1 |
Regulations
that prohibit the installation or placement outside the property
of any
installations and objects.
|
| 7.4.2 |
Regulations
regarding noise limitation and/or the creation of other nuisances
in the
project.
|
| 7.4.3 |
Regulations
as to the means of use of the open and adjacent areas and behavior
therein.
|
| 7.4.4 |
Regulations
as to signboards and the fixing of signboards, notices and other
marks on
the building, its walls, roof, as well as on parts of the property
that
are visible from outside the property and including the doors and
windows.
|
| 7.4.5 |
The
Lessee shall not make any changes in the property which could affect
the
external walls or external front or the windows or terraces of
the
property and/or on the common property, including changes that
harm or
that are likely to harm or endanger the common property and/or
the
building and/or the project or any of the parts and/or units thereof,
unless it has obtained the consent of the developer and Management
Company
thereto.
|
It
is
agreed in any event that the consent of the Management Company to effecting
such
changes is conditional on the Lessee producing to it the consent of the owner
as
well as a certificate of an engineer to the effect that the changes that
the
Lessee is seeking to make will not cause any harm to the structure of the
building and that the Lessee will obtain and furnish to the Management Company
all such additional approvals as are necessary, if any, for the purpose of
effecting such changes.
| 8. |
Insurance
|
The
parties undertake to act in accordance with the provisions of the insurance
appendix that is attached to the Lease Contract and to furnish such certificates
as are required therein prior to the delivery of possession of the
property.
| 9. |
The
Lessee's Obligations
|
| 9.1 |
The
Lessee hereby undertakes that it and its visitors and anybody representing
or acting on its behalf will comply with all the obligations that
arise
either directly/indirectly from this Contract, as well as with
such
regulations and procedures as are prescribed by the Management
Company.
|
| 9.2 |
In
order to enable the Management Company to fulfill its obligations
in this
Contract, to manage the project and to supply services in an efficient,
complete and orderly manner, the Lessee hereby permits the Management
Company and its representatives, for the purpose of effecting repairs,
maintenance, inspection, mobility of assets and equipment in the
building
and examinations that it is entitled to conduct in accordance with
this
Contract or in accordance with the Lease Contract, to enter the
property
in order to replace and/or repair common systems, piping, channels,
cables
etc. and/or for the installation of assets for property owners
in the
building and to carry out any work that is reasonably necessary
in the
Management Company's opinion for the provisions of the services,
and
including to make openings in walls, floors, ceiling etc. In any
case of
action being taken as aforesaid, the Management Company will ensure
that
the disturbance to the Lessee shall be as little as possible and
that the
property is restored to its previous condition as early as
possible.
|
The
Lessee's aforesaid obligation shall apply irrespective of whether the actions
and works that are referred to are carried out by the Management Company
on its
behalf or are done on behalf of the owners or occupiers of other properties
in
the project.
| 9.3 |
The
Lessee shall notify the Management Company as soon as possible
of any
fault or breakdown that requires action to be taken on the part
of the
Management Company.
|
| 10. |
Payments
to the Management
Company
|
| 10.1 |
All
expenses of the Management Company for providing the services in
accordance with this Contract, including administrative expenses,
bookkeeping, legal advice, technical and professional personnel,
materials, financing, taxes and fees and any other expenses and
payments
that are to be made by the Management Company in connection with
management of the project and/or in connection with the powers
and duties
of the Management Company under this Contract (and including expenses
in
the period that preceded delivery of the units to the owners of
the
properties in the project as well as expenses as stated hereunder
in
Section 10.2; hereinafter inclusively referred to as: "The
Expenses" )
shall be on behalf of and at the expense of owners of the properties
in
the project.
|
The expenses chargeable in this regard under this contract to the property owner shall apply to the Lessee throughout the contractual term in accordance with this Contract.
The
Management Company shall also ensure the settlement of taxes, fees, levies
and
participation fees that are chargeable and/or will in future be imposed in
relation to the common property and to the common installations, as well
as
taxes, fees, levies and participation fees that are chargeable and/or that
will
in future be imposed in connection with a service, installation or areas
serving
the properties in the project, provided that no property shall be charged
independently for such service or installation as well as such payments as
by
implication fall within the definition of the expenses.
| 10.2 |
The
Management Company may also include, separately, in invoices that
are sent
to the Lessee, a demand for amounts that are intended to cover
expenses of
the repair and renewal of installations, equipment and parts of
the
building in the common property and of such equipment and installations
of
the Management Company as are necessary for performing all or part
of the
services, at the sole discretion of the Management Company, and
where
necessary, in consultation with experts in the matter (hereinafter:
"the
equipment renewal fund").
Amounts that are paid to the said fund shall be deemed to be a
deposit
that is to be held by the Management Company in a separate account
as
Trustee of the property owners in the project and shall act as
an
increment for the renewal and replacement of the equipment as well
as for
its renovation, replacement and repair. The Management Company
will not be
entitled to draw monies from the equipment renewal fund other than
after
having obtained the certificate of the Management Company's Auditor
and
signature of the usual duly authorized signatories of the Management
Company.
|
The
Auditor's certificate can be given in advance over the annual budget and
in such
a case any expense in such context shall for the purposes of this sub-section
be
deemed an expense that has been approved by the Auditor.
In
the
event of the equipment renewal fund being insufficient for all the purposes
referred to in this section - all the property owners in the project shall
make
up the deficiency pro
rata as
specified hereunder in Section 10.5.
Where
disputes have arisen in relation to the equipment renewal fund - the provisions
of Section 12 hereunder shall also apply respectively to the said
Fund.
| 10.3 |
In
addition to the amount of the expenses specified above, the Lessee
is
obligated to pay the Management Company, as a special fee to the
Management Company, a sum that is equivalent to 15% of the amount
of the
Lessee's share of the expenses, with the addition of VAT (hereinafter:
"the
special fee")
and this simultaneously with payment of the
expenses.
|
| 10.4 |
As
a condition for the delivery of possession of the property to the
Lessee
by the developer and in order to assure performance of the services,
the
Lessee shall make a deposit with the Management Company of the
estimated
amount of the total expenses for three months in respect of its
share in
the maintenance and management expenses, in the equipment renewal
fund and
in the aforesaid special fee (hereinafter: "the
deposit").
|
The
deposit will be held by the Management Company in accounts and/or securities,
at
its discretion. The Management Company will be entitled to draw out moneys
from
the deposit whenever moneys are due to it from the Lessee, which have not
been
paid on time and in such a case the Lessee will be obliged to replenish the
amount of the deposit forthwith.
The
Management Company will be entitled from time to time to make a reassessment
in
respect of the expenses that it will be incurring in connection with the
management and performance of the services under this Contract, and should
it
become evident that the total of all the amounts that the Lessee is to pay
on
account of its share in the expenses exceeds the amount which formed the
basis
for the deposit being held by the Management Company at that time, in that
event
the Lessee will pay the Management Company, forthwith upon its first demand,
an
additional sum in keeping with such reassessment.
The
aforementioned deposit and any supplementary amount that is paid as aforesaid
shall be held by the Management Company and shall not detract from the Lessee's
obligation to pay the current amounts of the charges that are submitted to
it by
the Management Company. Where the Lessee has not paid any amount that it
is
liable to pay the Management Company in accordance with this Contract the
Management Company may, without derogating from its other rights under this
Contract and/or under any law, deduct the said amount from the deposit. The
deposit shall also act as security for the performance of all the Lessee's
obligations under this Contract and it is hereby agreed that the amount of
the
deposit shall constitute pre-estimated and agreed compensation between the
parties in respect of any fundamental breach of this Contract by the Lessee,
and
this without derogating from the right of the Management Company to claim
supplementary compensation from the Lessee as well as any other relief under
this Contract and in accordance with any law. Where the Lessee has complied
with
all the provisions of the Management Contract the Management Company shall
refund the amount of the deposit to it, this being upon termination of the
term
of the Lease and vacation of the property by the Lessee, with the amount
of the
deposit being linked to the Consumer Prices Index (the known index) from
the
date of the making of the deposit and until the date of such refund as
aforesaid.
| 10.5 |
The
Management Company will take action with regard to the collection
of such
payments as are due from the Lessee under this Contract in accordance
with
the following provisions:
|
| 10.5.1 |
The
Management Company shall divide the expenses in respect of the
services
that are the subject of this Contract, between owners of the properties,
each according to his share and his rights in the common property,
in
accordance with a uniform formula which shall be prepared by the
Management Company and which shall be based on the area of the
unit in
respect of which the Lessee has contracted in the Lease Contract
pro
rata to
the total of all areas of the units in the
Project.
|
| 10.5.2 |
Notwithstanding
the foregoing, in respect of services that are of special benefit
to
owners of certain properties, only those owners or occupiers of
those
properties, as the case may be, will be charged, and this in accordance
with a formula that is prepared by the Management Company and which
shall
be based on the principle of division as aforesaid, mutatis
mutandis.
The
Management Company shall decide at its discretion which expenses
shall
apply to all the properties in the project and which of them (or
some of
them) shall apply to certain
properties.
|
| 10.5.3 |
For
the removal of doubt it is hereby clarified that the Israel Electric
Corporation Ltd. as well as other authorities and other bodies
that occupy
parts of the project for the purpose of supplying services to the
owners
of the properties in the project will not be liable to contribute
to the
Management Expenses.
|
| 10.5.4 |
The
Management Company may also charge the Lessee for expenses that
were
incurred prior to the delivery of the unit to it provided that
such
expenses were incurred in the establishment of the Management Company's
infrastructure and its offices or were incurred for the purpose
of
providing other appropriate
services.
|
The
Management Company may collect such amounts immediately upon commencement
of the
provision of the management services to the Lessee, or may spread them over
a
longer period, or defer them to a later date, and in such a case the Lessee
shall bear its pro
rata share
of
such payments as well as the costs of finance in respect of such spreading
or
deferment.
| 10.5.5 |
The
Management Company's expenses including salaries of its employees
and
workers and/or remuneration of those engaged by it in carrying
out the
works, shall be reasonable and in keeping with what is normal and
acceptable.
|
| 10.5.6 |
Without
derogating from the other obligations of the Lessee under this
Contract
the Lessee undertakes to make advance payments to the Management
Company
on account of its share of the expenses and the special fee in
accordance
with demands submitted to it by the Management Company. It is hereby
agreed that the first advance payment shall be made on the date
of
delivery of possession of the property, this being in reference
to the
period from receipt of possession of the property and until the
first day
of whichever month is the first of the months of January, April,
July or
October, and as a condition for receipt of possession of the property.
It
is hereby agreed that the first advance payment shall be paid on
the date
of delivery of possession of the property, this being in reference
to the
period from receipt of possession of the property and until the
first day
of whichever is the first of the months of January, April, July
or
October. The other advance payments shall be made for every quarter
in
advance on the 1st of the months of January, April, July and October,
as
the case may be.
|
| 10.5.7 |
Within
4 months from the end of every year the Management Company shall
prepare a
final account of the expenses of management and performance of
the
services (including payment to the equipment renewal fund and payment
of
the special fee) (hereinafter: "the
annual account")
and shall furnish a copy of such account to the Lessee. The annual
account, having been audited and certified by the Management Company's
Auditor, shall constitute evidence as to the amount of the expenses
of
management and performance of the services, as to the payments
to the
equipment renewal fund and as to the amount of the special fee.
|
| 10.5.8 |
Within
7 days of the date on which the Management Company has submitted
the final
account to the Lessee, the Lessee shall pay the Management Company
such
differences, if any, between the amounts paid on account of its
estimated
share in accordance with the periodical invoices, and the amounts
of the
expenses appearing in the final account. In the event of there
being any
difference in favor of the Lessee his current account will be credited
accordingly.
|
| 10.5.9 |
The
Management Company may make a charge to the Lessee in respect of
its
estimated share of the annual account differentials even prior
to the
audit having been fully concluded and the certificate of the Company's
auditor having been issued, this being if and when it is necessary
to do
so in the opinion of the Management Company. The Lessee will pay
this
charge within 7 days of the date of demand for payment by the Management
Company and the payment in respect of such interim account shall
be added
to the Lessee's payments on account of his share of the expenses,
up to
the conclusion of preparation of the annual account and its certification
by the Auditor.
|
| 10.5.10 |
Debts
of owners of properties in the project which the Management Company
has
difficulty in recovering, despite having taken legal steps to recover
them, shall be attributed as an expense to doubtful debts when
preparing
the annual account and shall form part of the expenses incurred
by the
Management Company.
|
The
Lessee undertakes to cover his share of the said expenses and this in order
to
facilitate a continuation of the Management Company's day today
operation.
The
amounts received in respect of the aforesaid debts shall only be recorded
in the
books of the Management Company at the time of their actual receipt. A
determination as to the classification of a debt as "problematical" shall
be
made in accordance with a decision of the Management Company and with the
approval of its Auditor. The Management Company will not be entitled to the
aforesaid special fee in respect of expenses for doubtful debts.
| 10.5.11 |
The
Management Company may invest any surplus funds in its possession,
either
from the deposit moneys or from any other source, in deposits and/or
in
government bonds and the profits or losses, if any, shall be attributed
to
income or to an expense of maintenance of the building.
|
| 10.5.12 |
In
this Section 10: "year"
-
means a calendar year commencing on January 1 of a particular year
and
ending on December 31. Notwithstanding the foregoing, the period
from the
date of delivery of possession to the Lessee in accordance with
Lease
Contract to the end of the year, may be added to the subsequent
year.
|
| 10.5.13 |
All
the accounts referred to in the Management Contract shall be linked,
from
the date of dispatch of the account until its actual payment by
the
Lessee, to the US Dollar or to any other currency or index that
is
stipulated from time to time by the Management Company at its sole
discretion, as shall be specified in the
account.
|
| 10.5.14 |
The
books and accounts of the Management Company shall at all times
serve as
prima
facie proof
in all matters pertaining to payments made by the Lessee to the
Management
Company.
|
| 10.5.15 |
All
such payments as apply to the Lessee under this Contract shall
be made by
it on the payment date by 11 a.m. at the offices of the Management
Company
or shall be deposited by such time in such bank account as the
Management
Company instructs the Lessee from time to
time.
|
| 10.5.16 |
The
Lessee shall add VAT to any amount that it has to pay under the
Contract
and this according to the legal rate thereof at the time of
payment.
|
| 10.5.17 |
For
the removal of doubt it is hereby clarified that the Management
Company
may borrow moneys from whatever source it sees fit to finance its
activities that are necessary for management and performance of
the
services in accordance with this Contract, to the extent that the
Management Company does not hold credit balances from the moneys
received
from the property owners in accordance with invoices submitted
to them by
the Management Company. All such expenses as are involved in finance
and
obtaining it (and without derogating from the generality of the
foregoing
- banking commissions, interest, linkage differentials etc.) shall
be
included as part of "the expenses" that are the subject of this
Contract.
|
| 10.5.18 |
For
the removal of doubt it is hereby clarified that all the obligations
of
the Lessee under this Contract shall apply to the Lessee irrespective
of
whether or not it is occupying and/or using the property and/or
any part
thereof itself, and this - for as long as the Lessee has not transferred
its rights in the property in accordance with the provisions of
the Lease
Contract and this Contract and the recipient of the rights has
not
accepted personal responsibility for all the Lessee's obligations
under
this Contract.
|
| 10.6 |
Cancelled
|
| 11. |
Lateness
in Payments
|
| 11.1 |
In
any case in which the Lessee is late with any payment that is due
from it
or becomes due from it in the future to the Management Company
in
accordance with this Contract and/or if the Lessee has committed
a breach
of one of the provisions of this Contract, the Management Company
shall
also be entitled - in addition to and without derogating from its
right to
claim any sum due to it from the Lessee and to payment from him
- to any
other relief, and at its choice:
|
| 11.1.1 |
To
completely or partially stop providing the services being provided
to the
Lessee. Stoppage of the services as aforesaid shall not absolve
the Lessee
from the obligations to continue paying its share of the expenses
and the
management charges as if the Management Company had continued providing
the services to it.
|
| 11.1.2 |
To
add to any payment or expense due from the Lessee who is late with
his
payments, late payment interest at such rate as is usual at that
time in
Bank Hapoalim Ltd. in respect of over drawings on current loan
accounts
and/or linkage differentials and interest as the same are defined
in the
Adjudication of Interest and Linkage Law, 5721-1961, all according
to
whichever is the higher of the two.
|
| 11.1.3 |
To
demand a mandatory injunction and/or a prohibitory injunction and/or
such
other relief as the Management Company sees
fit.
|
| 11.2 |
In
any case in which steps are taken by the Management Company against
the
Lessee as a result of a breach of this Contract on its part, the
Lessee
shall indemnify the Management Company for all such expenses as
the
Management Company incurs in connection with the taking of the
aforementioned steps.
|
| 11.3 |
The
refusal or unwillingness of the Lessee to accept any service and/or
its
wish to terminate and/or rescind this Contract or some of the provisions
stipulated therein, shall not absolve it from the obligation of
contributing to all such payments as are due from it under this
Contract.
|
| 11.4 |
If
the Lessee fails to make any payment under this Contract in full
and on
the due date thereof, the Management Company may at its discretion,
without derogating from its right from any other relief, use the
deposit
moneys to cover the said payment. In such a case the Lessee shall
replenish the amount of the deposit to the original amount thereof
with
the addition of differentials linked to the Consumer Price Index
up to the
date of such replenishment.
|
| 12. |
Assignment
of the Lessee's and the Management Company's
Obligations
|
| 12.1 |
The
Lessee may not assign his rights and obligations under this Contract
to
another party other than with the explicit agreement of the Management
Company, in advance and in writing.
|
| 12.2 |
The
Lessee is aware that the Management Company may at any time during
the
term of the Contract and at its exclusive discretion, assign and
transfer
all its rights and obligations under this Contract or part of such
rights
and obligations, to another Management Company or to any other
legal body
that exists or that shall be formed for such purpose, irrespective
of
whether or not it is connected to the Management Company and/or
the
Developer and/or is under their control (hereinafter: "the
New Management Company"),
and in such a case the following provisions shall
apply:
|
| 12.2.1 |
The
Management Company shall assign to the New Management Company all
its
rights and obligations under this Contract, or some of them, and
shall
procure the acceptance by the New Management Company of personal
responsibility for such rights and obligations as have been assigned,
instead of the Management Company.
|
| 12.2.2 |
Where
such an assignment has occurred, the Management Company shall be
released
from such of its obligations under this Contract as have been transferred,
and all its rights and obligations under this Contract commencing
from the
date of such assignment shall automatically be deemed to have been
vested
in the New Management Company.
|
| 13. |
Term
of the Contract
|
| 13.1 |
The
Lessee is aware that management of the services in the project
has been
assigned to the Management Company for a term that will terminate
on the
expiration of 10 years from the date of completion of the building
and
that such term will be automatically reviewed for a further term
of 3
years each time unless it is resolved by the holders of 51% of
the
properties in the project (according to areas of the units) not
to renew
it and provided that they have concluded an agreement with another
management company in relation to provision of the services to
the
building. In such a case the Management Company shall be given
written
notice thereof at least 6 months prior to the end of one of the
aforementioned periods. Where such notice has been given this Contract
shall terminate at the end of the contractual term to which such
notice
refers. Termination of the Contract as aforesaid shall not prejudice
any
right to a payment that is due to the Management Company up to
the end of
the contractual term.
|
| 13.2 |
The
term of the Contract between the Management Company and the Lessee
under
this Contract will come to an end upon the termination of the term
of the
Lease as aforesaid in the Lease Contract and/or upon its
expiration.
|
| 13.3 |
Notwithstanding
the provisions of this Contract the Management Company may, by
sending
notice in writing to the Lessee and to the other property owners
in the
Project, shorten the period of the validity of this Contract and
terminate
it on such date as it shall stipulate and which shall be prior
to the end
of the Contract term, provided that notice thereof in writing is
given at
least 6 months in advance. The Management Company may also shorten
the
period of validity of this Contract with a shorter period of notice,
and
this if it has reached a situation in which it is unable to function
as a
result of non-payment of the expenses and/or as a result of other
matters
that are outside its control.
|
| 13.4 |
The
Lessee is aware that notwithstanding anything stated in this Contract,
if
it should be decided by the owners of at least 75% of the properties
in
the project (according to areas of the units) to terminate the
Contract
with the Management Company, this Contract shall terminate on such
date as
is stipulated in such decision but not prior to the expiration
of 3 months
from service of notice of termination of the Contract on the Management
Company.
|
| 14. |
Non-Exercise
of Rights
|
Delay
in
and/or failure to exercise and/or a waiver of and/or a change in any of the
terms of this Contract by either of the parties will not be valid unless
made in
writing and signed by the parties.
A
delay
in the exercise of any of the rights of the parties under this Contract shall
not constitute an admission of and/or a waiver of and/or consent to the acts
and/or omissions of the other party.
| 15. |
Comprehensive
Nature and Validity of the
Contract
|
| 15.1 |
This
Contract reflects all that has been agreed between the parties,
and no
variation therein shall be valid unless it is made in writing and
is duly
signed by the parties or by whoever is duly authorized to sign
on their
behalf.
|
| 15.2 |
Where
there are more than one individual comprising the Lessee, as defined
in
this Contract, this Contract shall be binding on such individuals,
jointly
and severally. Each of the individuals comprising the Lessee shall
be
bound under this Contact by any act for which he has signed even
if it has
not been signed by the other party or parties.
|
In
the
even of one of the individuals comprising the Lessee signing any document,
instrument, letter or certificate of any kind in relation to any matter or
thing
connected with this Contract, its performance or arising from it, the Management
Company will be entitled to view his signature as binding all the individuals
comprising the Lessee, and signature of this Contract by individuals comprising
the Lessee shall be deemed in all respects to be the giving of authorization
by
individuals comprising the Lessee as between themselves and by one to the
other
- to render the other individuals comprising the Lessee liable, or for their
benefit, as aforesaid.
| 16. |
Jurisdiction
and Choice of
Law
|
| 16.1 |
In
any dispute between the parties to this Contract and in relation
thereto,
or to a breach thereof, its interpretation, applicability and/or
its
validity, the Court in Tel-Aviv shall have exclusive jurisdiction.
|
| 16.2 |
The
provisions of Israeli Law shall apply to this Contract.
|
| 17. |
Notifications
|
| 17.1 |
The
addresses of the parties for the purposes of and in connection
with this
Contract are as specified in the title heading of this Contract
or any
other address in Israel that is specified in a notification that
is sent
to the other party in accordance with the provisions of this
section.
|
| 17.2 |
Any
notification that is sent by one party to the other in accordance
with the
said addresses shall be deemed to have reached its destination
after 3
business days have elapsed since the time of its dispatch by registered
mail.
|
AND
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:
|
|
|
|
The
Management Company
|
|
|
00
Xx'Xxxx Xxxxxx, Xxx-Xxxxx
|
|
|
Xxxxxxxxx
00000, Xxxxxx
|
XXXXXXX
CONTRACTING AND INVESTMENTS (1963) LIMITED
TAZOR
DEVELOPMENT LIMITED
Appendix
B
Protocol
for Delivery of Unit
Name:
____________ Address:
____________ Unit
Number: ____________
Meter
Readings: Electricity: ____________ Water: ____________
Telephone:
____________
We,
the
undersigned, hereby confirm receipt of keys to Unit Number ____________
and
plot
number 1009 in block ____________ floor:
____________ sides: ____________
from
Rorberg Contracting and Investments (1963) Limited and from Tazor Development
Limited pursuant to the terms and conditions of the agreement between
us dated:
____________.
We
declare that we have examined the unit at the time of receiving it, including
the flooring, the plaster, the ceramics, the marble, the paint, the whitewash,
the frameworks, the aluminium works, the ceramics, the sanitaryware,
electricity, woodwork, carpentry, shutters, glass, (unclear) and common
property
and that everything has been found to be to our full satisfaction except
for the
following details:
|
1.
|
|
2.
|
|
3.
|
|
4.
|
|
5.
|
|
6.
|
|
7.
|
|
8.
|
Subject
to the repair of the abovesaid, we have no demand regarding the delivery
of the
Unit to us.
In
order
to alleviate any doubt we declare that we are aware that the list of
details
above appears for the convenience of the examination only and it is possible
that it includes items which are not owed to us under the agreement and
we are
aware that only the list included in the technical specifications and/or
the
list of additional works attached to the agreement binds you.
Date:
____________ Tenant’s
name: __________________ Signature:
__________________
We
the
undersigned confirm the receiving of the unit delivery protocol
above.
Date:
(Signed)
Rorberg Contracting and Investments (1963) Ltd.
(Signed)
Tazor Development Limited
(Signed)
The Lessee
Appendix
C
Insurance
Appendix
|
1.1
|
Without
derogating from the Lessee’s liabilities under the Contract of Lease
and/or the Management Contract (Hereinafter: “The
Contract”)
and/or in law, the Lessee undertakes to procure, before
the date of
receiving the possession in the Property and before the
commencement date
for the execution of any works in the Property by the Lessee
and/or anyone
on its behalf and/or for it (according to the earlier of
the two dates) in
connection with any work executed by it and/or on its behalf
and/or for it
in the Property, including equipment, systems, machinery
which is to be
used by its business as well as any repairs, renovations,
improvements,
alterations and additions to be undertaken in the Property
(except for
works to be carried out by the Contractor in accordance
with the
Contractor’s undertakings, is said to be included in the Contract
of
Lease) Construction
Work Insurance,
as follows:
|
|
The
Construction Work Insurance shall be procured in the name
of the Lessee,
the Contractors and subcontractors, the Contractor and
the Management
Company, with a duly certified and reputable Israeli insurance
company and
shall include the following insurance chapters:
|
|
1.1.1
|
Chapter
One - Insurance against all risks insuring for the full
value all the
works executed by the Lessee and/or anyone on its behalf
and/or for it as
well as repairs, renovations, improvements, alterations
and additions to
be made to the Property. This chapter shall include a clause
regarding the
waiver of subrogation towards the Contractor and the Management
Company as
well towards all the owners and other holders of possession
(as well as
towards those employed by it as detailed above) where their
insurance
policies regarding the properties in the Project have included
a parallel
clause regarding the waiver of subrogation towards the
Lessee for any
damage whatsoever caused by them provided that that stipulated
regarding
the waiver of the right of subrogation shall not apply
in favor of a
person who has maliciously caused the damage. The Chapter
shall include an
expressed extension regarding property which has been worked
upon and/or
adjacent property, a limit of liability which shall not
be less than
$50,000 (fifty thousand United States Dollars).
|
|
1.1.2
|
Chapter
Two - Third party liability insurance with a limit of liability
which
shall not be less than $1,000,000 (one million United States
Dollars) this
chapter shall not be subject to any limitation regarding
liability arising
from fire, explosion, panic, hoisting instruments, loading
and offloading,
poisoning, anything damaging in food stuff and in drink,
defective
sanitary installations, shaking and weakening of supports,
strikes and go
slow strikes as well as subrogation claims on the part
of the National
Insurance Institute. The said chapter will include a cross
liability
clause according to which the insurance shall be considered
as if procured
separately for each one of the individuals constituting
the insured party.
It will also be expressly indicated, and for the sake of
alleviating any
doubt, that the property of the Contractor and of the Management
Company
shall be considered as third party property for the purpose
of this
chapter.
|
|
1.1.3
|
Chapter
Three - Employers’ liability insurance for liability towards all employees
in execution of the works to a limit of liability which
shall not be less
than that acceptable in Israel at the time of the procuring
of the
insurance. This insurance shall not include any limitation
regarding works
executed at heights and at depths, hours of work, baits
and poisons,
contractors, subcontractors and their employees and anything
regarding the
employment of youth in accordance with Law.
|
|
The
Construction Work Insurance shall include an explicit condition
where
under it takes precedence over any other insurance procured
by the
Contractor and/or by the Management Company and that the
insurer waives
any claims and/or demand regarding insurance participation
by the
Contractor and/or the Management Company.
|
|
1.2
|
Without
derogating from the Lessee’s liability under the Contractor and/or on any
law, the Lessee undertakes to procure, prior to the delivery
of possession
date in the Property and prior to the date of entry of
any assets
whatsoever into the Property (unless such assets have been
included in the
insured works pursuant to Section 1.1 above) - according
to the earlier of
the two - and throughout the Contract Term to maintain
those insurance
policies as detailed below in this section (which shall
hereinafter be
referred as to: “The
Property Insurance Policies”),
and to do so at a reputable duly certified Israeli insurance
company.
|
|
1.2.1
|
Insurance
for the contents of the Property, the equipment serving
the Property under
the ownership and/or liability of the Lessee and located
outside of the
Property within the confines of the Project as well as
any repair,
alteration, improvement, renovation and addition to the
undertaken and/or
to be undertaken to the Property by the Lessee and/or for
the Lessee as
well as furniture, equipment, operators, appliance and
stocks, of any kind
and sort whatsoever, against loss or damage due to fire,
smoke, lightning,
explosions, earthquakes, tempests, floods, damage from
liquids and
bursting of pipes, impact, damage by aircraft, strikes,
riots, malicious
damage as well as break-in and burglary. The insurance
shall include an
express clause according to which the insurer waives any
right of
subrogation towards the Contractor and towards the Management
Company as
well as towards the other owners and holders of possession
(as well as
towards employees employed as detailed above) whose insurance,
regarding
their properties in the Project, have included a parallel
clause regarding
the waive of the right of subrogation provided that that
which has been
stipulated regarding such waiver of the subrogation does
not apply in
favor of a person who has maliciously caused damage.
|
|
1.2.2
|
Third
party liability insurance at a limit of liability which
shall not be less
than the total amount equivalent in New Israel Shekels
of $1,000,000 (one
million United States Dollars) per event and on an accumulative
basis
through the course of one insurance year.
|
|
This
insurance shall not be subject to any limitation regarding
liability
arising from fire, explosion, panic, hoisting equipment,
loading and
offloading, defective sanitary installations, poisoning,
anything damaging
to food stuff or drink, liability towards or due to contractors,
subcontractors and their workers, strikes and go slow strikes
as well as
any subrogation claim on the part of the National Insurance
Institution.
The insurance shall be extended to indemnify the Contractor
and the
Management Company for the liability as owners and/or managers
of the
Property and also for the liability for the acts and/or
omissions of the
Lessee, subject to the cross liability clause under which
the insurance
shall be considered as if procured separately for each
one of the
individuals compromising the insured party.
|
|
1.2.3.
|
Employers’
liability insurance for liability of the Lessee towards
all its employees
and those acting on its behalf to a limit of liability
which shall not be
less than that which is acceptable in Israel at the time
of the drawing up
of the insurance and/or its renewal. This insurance shall
not include any
limitation regarding works at heights and at depths, hours
of work,
liability towards contractors, subcontractors and employees,
baits, and
poisons as well as employment of youth in accordance with
Law. The said
insurance shall be extended to indemnify the Contractor
and/or the
Management Company should they be considered to be employers
of the
Lessee’s employees and/or any one of them.
|
|
1.2.4
|
Insurance
for the loss of income (excepting Rental Payments and Management
Fees) due
to the risks insured under Section 1.2.1 above, throughout
the
indemnification period which shall not be less than 12
months. The said
insurance shall include a waiver on the right of subrogation
towards the
Contractor and the Management Company and towards the other
owners and
holders of possession (as well as towards those employed
by the above
specified) whose insurance regarding their properties in
the Project have
included a parallel clause regarding the waiver of the
right of
subrogation towards the Lessee and/or those employed by
the Lessee
provided that the above said regarding the waiver of the
right of
subrogation does not apply in favor of a person who has
maliciously caused
damage.
|
|
Notwithstanding
the above said it is agreed that the Lessee may not procure
insurance for
loss of income (partially or fully) however, that stated
in Section 1.4
below shall apply regarding any loss of income as stated
above, as if
insurance was procured for such.
|
|
The
Property Insurance Policies shall include and express clause
according to
which take precedence over any insurance procured by the
Contractor and/or
by the Management Company and that the insurer waives any
claim and demand
regarding the insurance participation of the Contractor
and/or the
Management Company.
|
|
1.3
|
The
Lessee undertakes to update the insurance amount for the
insurance
policies procured by it, from time to time, in order for
such to
constantly reflect the full value of the property insured
thereunder.
|
|
1.4
|
The
Lessee declares that it shall have no claim and/or demand
and/or suit
against the Contractor or the Management Company or a property
holders in
the Project and/or other holders of possession, in who
were aware their
contracts of purchase or lease or any other contract vesting
them rights
in the Building have included a parallel exemption towards
the Lessee for
damage to which it is entitled to indemnification under
the insurance
policies which it has undertaken to procure pursuant to
Sections 1.2.1,
1.2.2, 1.2.3 and 1.2.4 above and it hereby exempts the
above specified
from any liability from said damage. The above said regarding
the
exemption of liability shall not apply in favor of a person
who has
maliciously caused damage.
|
|
1.5
|
The
Lessee undertakes to comply with the terms and conditions
of the policies
to pay the insurance premiums in full and by the due dates
and to see to
it and to ensure that the insurance policies for the Property
are renewed
from time to time according to need and that they will
be valid throughout
the Lease Term. The Lessee also undertakes to provide confirmation
of the
insurer, regarding the fulfillment of the policies and
that, in any event,
the policies shall not be limited and shall not be canceled
unless the
insurer provides written notice of such to the Contractor
and the
Management Company at least 60 days in advance.
|
|
1.6
|
The
Contractor may examine the insurance policies procured
by the Lessee and
the Lessee undertakes to carry out any change or amendment
required in
order to adapt it to the Lessee’s undertakings. The Lessee declares and
undertakes that the right of review of the Contractor regarding
the
insurance policy and his right to instruct the amending
of the Property
Insurance Policies, as specified above, does not impose
any duty or any
obligation or any liability on the Contractor or anyone
on its behalf
regarding the said policy, its nature, scope and validity,
or with respect
of the lack thereof and such shall not delegate from any
other duty
imposed upon the Lessee under this Contract and under law.
|
|
1.7
|
The
Contractor undertakes, by itself or through the Management
Company, to
procure the insurance policies as specified below in this
section (which
shall hereinafter be referred to as: “The
Management Company Insurance Policies”)
with a duly certified and reputable insurance company in
Israel,
throughout Lease Term.
|
|
1.7.1
|
Insurance
for the Building and equipment serving the Building, against
loss or
damage due to risks of fire, smoke, lightning, explosion,
earthquakes,
tempests and storms, floods, damage from liquids and bursting
of pipes,
damage from impact, damage by aircraft, rioting, strikes
and malicious
damage as well as against additional damage which is required
in the
opinion of the Management Company.
|
|
The
said insurance shall include a clause regarding the waiver
of the rights
of subrogation towards the owners and holders of properties
as well as
those employed by them for damage caused by them provided
that that stated
regarding the waiver of the right of subrogation shall
not apply in favor
of a person who has maliciously caused the damage. For
the purpose of this
section, the term “Building” shall include all the systems which
constitute an integral part of the Building and shall expressly
not
include the contents of the properties and any addition,
improvement or
extension carried out in the properties by or for the lessees
(which has
not been done by the Contractor).
|
|
1.7.2
|
Third
party liability insurance insuring the liability of the
Contractor, the
Management Company and the Lessee for any harm or damage
to a body and/or
property of any person and/or any entity whatsoever within
the confines of
the public areas in the Project, to a limit of liability
which shall not
be less than a total of $5,000,000 (five million United
States Dollars)
per incident and accumulating throughout one insurance
year. This
insurance shall not be subject to any limitation regarding
liability
arising from fire, explosion, panic, hoisting equipment,
loading and
offloading, defective sanitary instruments, poisoning,
any damaging food
stuff or drink, liability towards and due to contractors,
subcontractors
and their employees, strikes and go slow strikes as well
as subrogation
claims on the part of the National Insurance Institute.
The insurance
shall include a cross liability clause according to which
the insurance
shall be considered as procured for each one of the individuals
comprising
the insured parties separately.
|
|
1.7.3
|
Employers’
liability insurance insuring the Contractor’s liability and the liability
of the Management Company towards those employed by it
for personal injury
or illness due to their employment, to a limit of liability
of $5,000,000
(five million United States Dollars) per claimant per incident
and
accumulative through the course of one insurance year.
This insurance
shall not include any limitation regarding liability towards
contractors,
subcontractors and their employees, guard workers, baits
and poisons and
anything regarding the employment of youth.
|
|
1.8
|
The
Contractor or the Management Company, accordingly, undertake
to update the
insurance amount for the insurance policies procured by
them, from time to
time, so that such can always fully reflect the value of
the property
insured thereunder.
|
|
1.9
|
The
Lessee shall bear the relative cost of the insurance premiums
of the
Management Company and shall pay such to the Management
Company once a
year in advance. Notwithstanding that stipulated from subsection
1.7
above, the Contractor or the Management Company, accordingly,
shall be
entitled, in the event of insurance not being procured
by the Management
Company, as defined above, to demand that the Lessee procure
the said
insurance policies for its relative share in the Building.
|
|
1.10
|
The
Management Company undertakes to insure itself against
loss of Management
Fees (Hereinafter: “The
Management Fees Insurance”)
due to damage caused to the Property or due to the destruction
of the
Property due to the risks in Section 1.7. The said insurance
shall include
an express clause regarding the waiver of the right of
subrogation towards
the Lessee and/or those employed by it, provided that that
stated therein
regarding the waiver of the right of subrogation shall
not apply to
someone who has maliciously caused the damage.
|
|
The
Lessee undertakes to pay the Management Company the relative
share of the
above mentioned Management Fees for the period of up to
one year in
advance, within 30 (thirty) days from the date it is demanded
to do so. In
such a case, where the Lessee has constantly paid its share
of the
premiums in full and by the due dates, the Lessee shall
be exempt from the
payment of the Management Fees in those cases for that
period and to the
same extent the Insurance Company shall pay the Management
Fees.
|
(signed)
The Contractor
(signed)
The Lessee
(signed)
The Management Company
Final
Draft
CONTRACT
FOR THE AMENDMENT OF THE LEASE TERMS AND CONDITIONS
(Unprotected
Lease)
Made
and
Entered into Rechovot on the ____________________ of April 2004
-
BETWEEN
-
| 1. |
Rorberg
Contractors and Investors (1963)
Ltd.
|
A
Private
Registered Company Number 51 - 041126 - 7
| 2. |
Tazor
Development Ltd.
|
A
Private
Registered Company Number 51 - 196 01 -1
Whose
address for the purpose of this Contract is care of
Rorberg
Contractors and Investors (1963) Ltd
Of
0
Xxxxx Xxxx Xxxxxx, Xxx Xxxx
Both,
herein referred to, jointly severally
(Hereinafter(“The
Contractor”
)
The
First Party
-
AND BETWEEN -
Private
Registered Company 5 192 138 8
Whose
address for the purpose of this Contract is at
00
Xxxxx
Xxxxxx, Xxxxx Xxxx, Xxxxxxxx.
(Hereinafter:
“The
Lessee”)
The
Second Party
Whereas:
| A. |
The
Lessee rents, under an unprotected lease, the area
from a Contractor on
the third floor above the ground floor and gallery
of a “building” known
as building “Madiim 1”at the “T.M.R. Xxxxxxx Xxxxx Park”, in Rechovot, as
well as five uncovered parking places (hereinafter,
generally:
“New
Property”,
and all as specified and detailed in the contract of
Lease signed between
the two parties on 4.8.2003 (hereinafter: “The
Main Contract”)
;
|
| B. |
The
Lease Period under the Main Contract is expected to
end on
31.7.2005;
|
| C. |
The
parties interested in extending the Lease Term for
an additional one year,
up until 31.7.2006 under the pursuant to the terms
and conditions as
specified in this Contract below;
|
| D. |
Furthermore,
the Contractor agrees to grant the Lessee an option
to fence off an area
adjacent to the Property and delineated with a red
line in the attached
sketch, attached as Appendix
A.
(hereinafter: “the Additional
Area”),
pursuant to the terms and conditions in this Contract
below.
|
Therefore
it s Agreed, Declared and Stipulated between the Parties as Follows:
|
1.
|
The
preamble to this Contract constitutes an integral and
inseparable part
thereof.
|
|
2.
|
The
Lease Term between the parties is hereby extended by
one year, that is to
say commencing from the first of August 2005, and ending
on the
31st
of
July 2006 (hereinafter: “The
Extended The Lease Term”)
|
| 3. | 3.1. |
The
monthly rental payments for the Property for the Extended
Lease Term shall
be in the amount of N.I.S. 22,922 (inclusive of V.A.T.),
linked to the
Index at the date of the signing of the Main
Contract.
|
“Index”
For
the
purpose of this Contract shall mean the - the price index known
as the consumer
price index published by the Central Bureau of the Statistics
or any other
official index replacing it.
“Linked
to the index on the date of the signing of the Main
Contract”
for
the
purpose of this Contact shall mean - that if on the actual date
of payment the
known index (hereinafter: “The
New Index”)
is
higher than the index that was known at the date of the signing
of the Main
Contract, (that is to say the index for the month of June 2003,
published on the
15.7.2003; (hereinafter: “The Basic
Index”),
the
amount for payment shall be increased in accordance with the
same proportion as
the difference between the New Index and the Basic Index.
|
3.2.
|
The
monthly rental payments as stated in Sub Section 3.1
above shall be paid
in advance at the dates stipulated in Sub Section 3.3.2.
of the Main
Contract.
|
|
3.3.
|
In
order to ease the collection of the rental payments
as stipulated in Sub
Section 3.1 above, the Lessee shall, at the time of
the signing of the
Contract, deliver cheques to the Contractor on account
of the payment of
future rental payments for the entire Extended Lease
Term. The said
cheques shall be made out to the payment dates as stated
in Sub Section
3.2. above. Once every quarter, or for a lengthier
period, at the election
of the Contractor, the Contractor shall carry out accounting
of the rental
payment differences arising from the changes to the
Consumer Price Index
from the delivery date of the cheques as stated above
and the payment date
and these said differences shall be paid to the Contractor
within seven
days of the Contractor’s demand.
|
|
4.
|
The
Contractor hereby grants the Lessee and the Lessee
hereby receives from
the Contractor, an option to add to the fencing off
an additional area of
the Property, starting from the date which shall be
no later than
15.8.2004 and up until the end of Extended Lease Term
as stipulated in
Section 2 above, pursuant to the terms and conditions
stipulated
below.
|
|
5.
|
In
consideration for the option granted to it under this
Contract the Lessee
shall pay the Contractor, at the time of the signing
of this Contract an
amount equivalent of New Israel Shekels to $2,100 plus
V.A.T. which shall
not be returned to the Lessee under any circumstances,
regardless of
whether it decides to exercise the new option or
not.
|
|
6.
|
The
realization of the option shall by the granting of
written notice which
shall be delivered to the Contractor by the Lessee
by no later than the
15.8.2004, and in which the Lessee has stipulated the
date at which it
shall commence to add to the fencing off of the Additional
Area of the
Property, a date that shall be no later than 15.8.2004
(hereinafter:
“The
Delivery Date of the additional Area”).
|
It
is
agreed that the Additional Area to be added to the Fencing off
of the Property
commencing shall commence from the delivery date of the Additional
Area.
| 7. | 7.1. |
Where
the option has been realized the Lessee shall pay the
Contractor for the
Lease Term commencing from the Delivery Date of Additional
Property up
until the end of the .Term, additional monthly rental
payments to those as
determined in the Main Contract, and Sub Section 3.1
of this Contract,
accordingly, in the amount of New Israel Shequels equivalent
to $1,561
plus V.A.T. linked to the Consumer Price Index on the
date of the signing
of the main Contract (hereinafter: “The
Additional Rental Payments”).
|
Notwithstanding
the above said, it is agreed that the Additional Rental Payments
for the period
from the delivery date of the Additional Area and for a period,
the length of
which will be the equivalent to half of the period between the
delivery date of
the Additional Area and the fifteenth of August, 2004 but not
less than thirty
days, shall be in the amount of N.I.S. 1 only.
|
7.2.
|
The
Additional Rental Payments shall be paid by the Lessee
in advance, in the
following instalments:
|
|
7.2.1.
|
The
Additional Rental Payments for the period from the
delivery date for the
realization of the option and up until the 31st
of
October, 2004 shall be paid at the delivery date of
the said notice for
the realisation of the option.
|
|
7.2.2.
|
For
the balance of the Lease Term (i.e. for the period
commencing from the
1.11.2004 and up until the 31.7.2006) Additional Rental
Payments shall be
paid for every two months in advance together with
the Rental Payments
pursuant to the Main Contract on the first of the following
months:
November, January, March, May, July and September accordingly.
However,
the last payment shall be for the period from the payment
as said above
and up until the end of the Lease Term.
|
|
7.3.
|
In
order to ease the collection of the Additional Rental
Payments, the Lessee
shall deliver to the Contractor, together with the
notice of the
realization of the option, cheques on account of the
future Additional
Rental Payments up until the end of the Extended Lease
Terms. The said
cheques shall stipulate the set payment dates as stated
in sub section of
7.2.2. above. Once every quarter, or for a lengthier
period, at the
election of the Contractor, an account shall be made
of the difference for
the Rental Payments arising from changes to the Consumer
Price Index from
between the delivery date of the cheques as stated
above and the payment
date and the said differences shall be paid to the
Contractor within seven
days of the Contractor’s demand.
|
|
8.
|
The
parties agree in advance that the Lessee shall be entitled
to execute the
internal works Additional Area in order to lease it
out for lease purposes
and that it shall do so at the expense of the Lessee
and the Lessee’s
exclusive liability, provided that it delivers the
execution plans to the
Contractor for those works prior to the actual execution
of the works and
that the Contractor has approved the plans for the
execution. The
Contractor undertakes not to refuse the execution of
the works in
accordance with the plans to be provided to it as stated
by the Lessee
unless this concerns works which are likely to harm
the building and/or
its systems and and/or the outer appearance of the
building.
|
|
Similarly,
the Contractor undertakes to take into consideration
the Additional Area
in an amount up to the sum of the equivalent of N.I.S.
3,5000 dollars,
pursuant to the written request of the Lessee and against
receipt of a
duly issued tax invoice be issued to be made out to
it under the
responsibility of the Lessee after the execution of
the
works.
|
|
The
payments will be carried out within fourteen days within
the receiving of
the said invoice.
|
|
9.
|
The
securities provided by the Lessee to secure its undertakings
under the
Contract also serve as securities for its undertakings
under this
Contract.
|
|
10.
|
This
Contract shall be interpreted, for all intents and
purposes, as if it was
a part of the Main Contract, save for the necessary
changes vis-à-vis that
stipulated in this Contract, that provisions of the
Main Contract shall
apply to the parties without exception, also
with respect of this Contract.
|
And
In Witness Of Parties Set At The Above Stipulated Date
The
Contractor
The
Lessee
Contract
of Lease
(Unprotected
Tenancy)
Final
Draft
Made
and
Entered into in Rehovot on the 9th
of April
2006
-
BETWEEN
-
| 1. |
Rorberg
Contractors and Investors (1963)
Ltd.
|
A
Private
Registered Company Number 51 - 041126 - 7
| 2. |
Tazor
Development Ltd.
|
A
Private
Registered Company Number 51 - 196 01 -1
Whose
address for the purpose of this Contract is care of
Rorberg
Contractors and Investors (1963) Ltd
Of
0
Xxxxx Xxxx Xxxxxx, Xxx Xxxx
Both,
herein referred to, jointly severally
(Hereinafter(“The
Contractor”
)
The
First Party
-
AND BETWEEN -
Private
Registered Company 5 192 138 8
Whose
address for the purpose of this Contract is at
00
Xxxxx
Xxxxxx, Xxxxx Xxxx, Xxxxxxxx.
(Hereinafter:
“The
Lessee”)
The
Second Party
| And Whereas |
Lease
relations prevail between the parties in connection with areas on
the
third floor above the ground floor and gallery of the building known
as
known
as building “Madiim 1” at the “T.M.R. Xxxxxxx Xxxxx Park”, in Rechovot,
(hereinafter: "The
Building"
or
"The
Project")
as
well as six parking places in
the courtyard of the Building leased by the Lessee from the Contractor
and
all pursuant to the following contracts: An agreement of lease signed
between the parties on 4.8.2003; A contract to alter the terms and
conditions of lease signed between the parties in April 2004; A contract
to add areas to the Leased premises on 13.3.2005; and A contract
to
allocate additional parking areas dated 28.3.2005 (hereinafter, generally
and respectively referred to as: "The
Original properties"
and "The
Original Contracts");
|
| And Whereas |
The
Lessee is interested in leasing an additional area in the Building
from
the Contractor and the Contractor is interested in leasing out Additional
Area, on the second floor above the ground floor and gallery, delineated
in a red line in the plans attached to this Contract as Appendix
A1
(hereinafter: “The
Unit”)
and also an additional parking area in the courtyard of the Building
marked with the number 55 in the plans attached to this Contract
as
Appendix
2A (hereinafter:"
The
Parking");
|
| And Whereas |
The
area of the Unit for the purposes of this Contract is 435m2
and
it shall be measured by the parties shortly after the erection of
the
divider (As stipulated in section 3.2 below) in accordance with the
following measurement principles: The Unit area for this purpose
is the
net area of the Unit multiplied by a factor of 1.2 for the public
areas.
The net Unit area is the floor area of the Unit, including beneath
the
pillars and walls included within the Unit, including the external
walls
bordering the Unit; Notwithstanding the above said, only half the
area
beneath the separating dividers between the Unit and the neighbouring
units is taken into account;
|
| And Whereas |
The
parties are interested in defining the terms and conditions of undertaking
between them in connection with the property and all in accordance
with
the terms and conditions of this
Contract.
|
Therefore
it s Agreed, Declared and Stipulated between the Parties as Follows:
|
1.
|
The
preamble to this Contract constitutes an integral and inseparable
part
thereof.
|
|
2.
|
The
Lease Term
|
| 2.1 |
The
Lease Term of the Unit is hereby determined for period commencing
from the
date of the end of the Works as stated in Section 3 below and up
until
31.12.2008 (Hereinafter: “The
Lease Term”).
Notwithstanding the above said, the Lease Term for the parking shall
commence already a the signing date of this
Contract.
|
| 2.2 |
The
Lessee shall not be entitled to terminate the lease under this contract
before the end of the Lease Term. If the Lessee stops using the Unit
and/or if it vacates the Unit before the end of the Lease Term, such
shall
not release the Lessee from the fulfillment of its obligations under
this
Contract, including its obligation to pay Rental Payments to the
Contractor up until the end of the Lease Term.
|
| 2.3 |
At
the end of the Lease Term, or upon the legal cancellation of this
Contract, the Lessee undertakes to vacate the Unit and to return
possession thereof to the Contractor with the Unit being clean, tidy
and
in a fit state and free of any person and object belonging to the
Lessee.
|
The
provisions of this section are fundamental provisions of the Contract and the
breach thereof, or the breach of anyone of the provisions shall be considered
as
a fundamental breach of the Contract.
|
3.
|
Delivery
of Possession and execution of Works to Adapt the Leased Premises
to the
lessee's Needs
|
| 3.1 |
The
Contractor hereby undertakes to deliver position of the Unit to the
Lessee
immediately after the providing of the checks on account of the Rental
Payments as stated in subsection 4.3 and subsection 4.4 below and
the
providing of the guarantees as stipulated in subsection 5.2 below,
As
Is
at
the time of the signing of this Contract (Hereinafter: “The
Delivery Date”).
|
The
above
said shall not delegate from the undertakings of the Contractor as stipulated
in
subsection 3.2 below.
| 3.2 |
The
Contractor undertakes to execute the following works (hereinafter:
"The
Works")
in
the Property and to do so by the Delivery
Date:
|
| (a) |
To
erect a divider outlining the Unit a specified in the plans - Appendix
A -
because of the location of the systems in the Unit and in the adjacent
area to the Unit and marked in the plans attached as Appendix A1
of this
Contract (hereinafter: "The
Additional Unit")
the divider must be erected at a location different to that as marked
in
the plans, the Contractor shall be entitled to erect the divider
according
to the requirements on the ground, provided that such does not alter
the
overall area of he Unit in an extent exceeding 10 m2.
Where change is required exceeding 10 m2,
the Contractor shall co-ordinate such change with the
Lessee;
|
| (b) |
To
replace the PVC, wherever located in the Property with carpets in
accordance with the accepted standards of the Contractor, in all
those
areas in the Unit where the carpet (sic) is not fit, with carpets
acceptable with the accepted standards of the
contractor.
|
| (c) |
To
separate between the electricity, water and piping systems of the
Unit,
from that of the additional Unit. It
is clarified that the separation of the electricity system may
possibly be
done by the installation of a secondary electricity
meter.
|
Notwithstanding
the above said, it is expressly agreed that a delay in the execution of the
above mentioned Works for reasons which are not under the Contractor's control
shall not be considered as a delay for the purposes of this
Contract.
| 3.3 |
The
Contractor undertakes to attend to the problem of the radiation in
the
Original Property by the erecting of plaster walls, containing therein
lead sheeting, and glass wool insulation or by any other accepted
means
and all within thirty 30) days from the date of the signing of this
Contract. Should it transpire that notwithstanding the above said,
the
radiation problem has not been solved, to the Lessee's satisfaction,
the
area marked in the plans attached to this Contract as Appendix B
shall be
deducted from the Unit area and the Lessee shall stop using it. Where
this
area has been deducted from the Original unit and the Lessee has
stopped
using it, the original Rental Payment shall be deducted commencing
from
that date in an amount equivalent to the multiplication of the Rental
Payment for the original unit by the proportion of the said deducted
area,
divided by the area of the Original
Unit.
|
"The
Original Unit for this purpose shall be the area of the Unit as defined in
the
original Contract.
| 3.4 |
Should
the Lessee notify the Contractor that there is a radiation problem
in the
Unit, the provisions of Section 3.3 above shall apply, mutatis
mutandis
vis-à-vis the Unit, from the date of the filing of the written notice
by
the Lessee.
|
| 3.5 |
Lessee
shall be entitled to execute internal works in the Unit in order
to
prepare such for lease and shall do so at its expense and exclusive
responsibility, provided that it issues the Contractor with the work
plans
prior to the execution of the said woks and the Contractor has approved
them for execution. The Contractor undertakes not to refuse to approve
the
execution of the works in accordance with the plans submitted to
it by the
Lessee, as stated, unless this concerns works which may harm the
Building
and/or its systems and/or the Building
façade.
|
|
4.
|
Rental
Payments
|
| 4.1 |
The
monthly Rental Payments for the Unit are hereby set in the amount
of the
multiplication of 41.43 of the Unit area, plus VAT as required by
law
linked to the Index at the date of the signing of this Contract.
|
The
monthly Rental Payments for the Parking are hereby set in the amount of NIS
230,
plus VAT as required by law, linked t the Index at the date of the signing
of
this Contract.
| 4.2 |
“Index”
-
For the purpose of this Contract shall mean the - the price index
known as
the consumer price index published by the Central Bureau of the Statistics
or any other official index replacing
it.
|
“Linked
to the index on the date of the signing of the Main
Contract”
for
the
purpose of this Contact shall mean - that if on the actual date of payment
the
known index (hereinafter: “The
New Index”)
is
higher than the index that was known at the date of signing of the Main
Contract, (that is to say the index for the month of June 2003, published on
the
15.7.2003; (hereinafter: “The Basic
Index”),
the
amount for payment shall be increased in accordance with the same proportion
as
the difference between the New Index and the Basic Index.
| 4.3 |
The
monthly Rental Payments shall e paid in advance at the following
dates:
|
| 4.3.1 |
Within
seven (7) days of the date of the signing of this Contract the Rental
Payments for the Parking shall be paid for the lease Term up until
30.6.2006.
|
| 4.3.2 |
Within
seven (7) days of the date of the Delivery of Possession in the Unit
the
Rental Payments for the Unit shall be paid for the lease Term up
until
30.6.2006
|
| 4.3.3 |
For
the balance of the Lease term (i.e. for the period from 1.7.2006)
Rental
Payments shall be made for every two months in advance on the
1st
of: January, March, May, July, September and November every year,
accordingly, however the last payment shall be for the period from
the
above said payment date until the end of the lease
Term.
|
| 4.4 |
In
order to ease the collection of the Rental Payments, the Lessee shall
deposit, within seven (7) days of the Delivery of Possession, cheques
with
the Contractor on account of the future Rental Payments to be paid
up
until the end of the following calendar year (2007) and shall redeposit
such by no later than the 1st of November of every year (starting
from
1.11.2007) for the following calendar
year.
|
The
said
cheques shall stipulate the set payment dates as stated in sub section of 4.3
above. Once every quarter, or for a lengthier period, at the election of the
Contractor, an account shall be made of the difference for the Rental Payments
arising from changes to the Consumer Price Index from between the delivery
date
of the cheques as stated above and the payment date and the said differences
shall be paid to the Contractor within seven days of the Contractor’s demand. In
order to alleviate doubt it is hereby clarified that the Contractor shall be
entitled to present the cheques mentioned at the heading of this sub section
for
payment by the due dates, however only payment of the cheques and the Rental
Payment differences plus VAT, where required, as stipulated in this Contract,
shall be considered as full payment of the Rental Payments.
| 4.5 |
It
is hereby agreed that until another instruction is given by the
Contractor, every payment under this Contract shall be made in tow
equal
parts:- One - in favour of Rorberg Contracting and Investments (1963)
Ltd.
Into account No. 20767 at Bank Hapoalim Ltd., branch 609 and the
second in
favour of Tazor Development Ltd. Into account 13736 at Bank Hapoalim
Ltd.,
branch 609.
|
| 4.6 |
The
Rental Payments stipulated above include VAT at the rate of 16.5%.
It is
expressly agreed that if a change occurs to the VAT rate, the Rental
Payments shall be updated and paid in accordance with the altered
VAT
rate.
|
The
provisions of this section are fundamental provisions of the Contract and the
breach thereof or the breach of any one of these provisions shall be considered
as a fundamental breach, however a delay in payment of the Rental Payments
which
does not exceed seven days shall not be considered as a fundamental breach.
|
5.
|
Guarantees
|
| 5.1 |
It
is agreed that the guarantees given by the Lessee in order to guarantee
its undertakings under the Original Contracts shall also serve for
the
securing of its undertakings under this
Contract.
|
| 5.2 |
In
addition, the Lessee undertakes, within 7 days of the signing of
this
contract and for the securing of the fulfillment of its undertakings
and
obligations under this Contract and under the Original Contracts,
to
provide the Contractor with the following additional
guarantees:
|
| 5.2.1 |
An
autonomous bank guarantee in favour of Rorberg Contracting and Investments
(1963) Ltd., in an amount of NIS 43,000, linked to the consumer price
index, commencing from the date of the signing of this Contract,
and
redeemable upon demand, similar in wording to the wording of the
bank
guarantee delivered to the Contractor under the Original
Contracts.
|
The
guarantee shall be for the period up until 31.12.2007 and shall be extended
from
time to time in such a manner so that the extension of the period and the
delivery of the document for the extension of the guarantee period to the
Contractor shall be by no later than 30 days before the last realization date
of
the existing guarantee and that the period of the overall guarantee shall be
up
to 60 days after the end of the Lease Term. Where the guarantee has not been
extended as stated, such shall be construed as a breach of the contract, with
all that such entails.
| 5.2.2 |
A
promissory note in the amount of NIS 232,000, linked to the consumer
price
index at the date of the signing of this contract, signed by the
Lessee.
|
The
note
shall be made out to the deposit of the Contractor and shall be delivered
without a redemption date.
If
the
Lessee does not comply with its undertakings and/or obligations and/or any
part
thereof under this Contract, the Lessee shall by gives an irrevocable
instruction to the Contractor to fill in the redemption date in the note at
its
exclusive discretion and to collect its full damages from the exercise amount
as
well as any amount owing to the Contractor by the Lessee under any law and
the
balance, if any, shall be refunded to the Lessee.
|
6.
|
Possibilities
of Expanding into Additional
Unit
|
| 6.1 |
The
Contractor hereby declares that it intends to prepare an additional
Unit,
for a third party.
|
| 6.2 |
The
Contractor hereby agrees that should it receive, at any time during
the
course of the Lease term, a notice from the Lessee of the Additional
Unit
that it is about to vacate the Additional unit, or that the Contractor
becomes aware of such by other means, that the additional unit s
about to
be vacated, the Contractor shall provide notice of such t the Lessee
shortly thereafter.
|
| 6.3 |
Upon
receipt of the notice as stated, the Lessee shall notify the Contractor
whether it is interested in leasing the Additional Unit and should
an
affirmative notice be sent, the parties shall conduct negotiations
in good
faith and by accepted practices for the leasing of the Additional
Unit to
the Lessee before the Contractor conducts negotiations for the leasing
out
of the Additional unit with any other third
party.
|
|
7.
|
General
provisions
|
| 7.1 |
Save
for those changes required due to the said changes in this contract,
all
the provisions of the original Contracts, without exception, as
determining the lease relations between the parties in connection
with the
Original properties, including, but not limited to, the matter of
the
lease aims;-and in the matter of insuring the property; and in the
matter
of the Management Agreement and the payment of Management Fees and
expenses and additional expenses; shall apply, accordingly, to the
lease
relations between the parties to this contact in connection with
the Unit
as defined in this Contract.
|
| 7.2 |
In
order to alleviate doubt, the provisions of this Contract, are in
addition
to the provisions of the Original Contracts, save for the required
changes
due o that as stipulated in this Contract, such shall not change
any of
the parties' obligations in connection with the Original properties
under
the Original Contracts.
|
In
Witness Whereof the Parties have Set their Hand at the above Stipulated
Date:
The
Contractor (signed)
The
Lessee (signed)
