Lease Agreement No. 1-03-1198-3 for Unit No. 137.002.01+11+21+31 Made and Signed in Rosh Haayin on 2 February 2000
Lease
Agreement No. 1-03-1198-3 for Unit No.
137.002.01+11+21+31
Made
and Signed in Rosh Haayin
on 2 February
2000
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Appendices
and Addenda
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Appendix
‘A’
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:
Particulars of the Agreement
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Appendix
‘A1’
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:
Specification of the Building and the Premises
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Appendix
‘B’
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:
Operating Rules
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Appendix
‘C’
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:
Management Agreement
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Appendix
‘D’ - clause 31
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:
Plan of the Premises
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Appendix
‘E’ - clause 5 (c) (1)
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:
Bank Guarantee
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Appendix
‘F’ -
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:
Parking places
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Addendum
1 and Appendix to Addendum 1
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:
Liability and insurance, Insurance
Certificate
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Between:
Mivneh
Taasiya Ltd.
Of
0
Xxxxxxx Xxxxxx
Xxx
Xxxx
Tel.
00-0000000,
Zip
code
68012
(hereinafter:
“the
Company”)
And: (hereinafter:
“the Company”)
Net
2
Wireless Israel Ltd.
Corporate
No. 00-0000000
Of: 11
Ha’amal Street, Rosh Haayin, 48052
Tel.
0000000
Fax.
0000000
Mobile
Phone:
c/o
Xxxxxxxx Xxxxxxxx I.D.
057175945
(hereinafter
- “the Lessee”)
| WHEREAS |
the
Company is the proprietor of the leasehold rights in the Land and
the
Building as set out in clauses 1 and 2 of Appendix ‘A’;
and
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| WHEREAS |
the
Company has agreed to lease the Premises (as set out in Clause
3 of
Appendix ‘A’) to the Lessee; and
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| WHEREAS |
the
Lessee is desirous of taking a lease of the Premises for the term
and the
purpose set out in clauses 4 and 5 of Appendix
‘A’.
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It
is therefore stipulated and agreed, as follows:
| 1. |
Preamble
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| (a) |
The
preamble to this Agreement constitutes an integral part
hereof.
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(b)
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The
headings to the clauses in this Agreement are for convenience only,
and
are not part of the Agreement.
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(c)
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All
the Appendices and Addenda to this Agreement constitute an integral
part
thereof.
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| (d) |
Upon
the signature of this Agreement, all the parties’ declarations and/or any
undertaking and/or any representation made by them prior to the
signature
of this Agreement are null and
void.
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2.
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Term
of the lease
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The
Company hereby leases to the Lessee and the Lessee hereby takes
on lease
from the Company the Premises for the term of the Lease set out
in clause
5 of Appendix ‘A’.
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3.
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Rent
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The
Lessee will pay the Company in advance, on the first day of each
month,
the principal rent set out in clause 6 of Appendix ‘A’ (hereinafter:
“the
Principal Rent”).
Linkage differentials as hereinafter defined will be added to the
Principal Rent:
|
| CPI |
-
means
the Consumer Price Index, including fruit and vegetables published
by the
Central Bureau of Statistics. If the Base CPI is replaced or the
system of
calculation and preparation thereof is replaced or if it is published
by
another body other than the above Bureau, the Company will make
the
calculation of the increase in the CPI for the purposes of this
clause,
having regard to such changes.
|
| The Base CPI |
-
means
as set out in clause 7 of Appendix
‘A’.
|
| NewCPI |
-
means
the last CPI published from time to time before the date fixed
in this
Agreement for making any of the payments which the Lessee has undertaken
to pay as set out in clause 6 of Appendix
‘A’.
|
| Linkage Differentials |
-
means
the difference between the New CPI and the Base CPI divided by
the Base
CPI, and multiplied by the Principal
Rent.
|
The
Principal Rent plus the Linkage Differentials will hereinafter be called
in this
Agreement: “the Rent”.
The
Rent plus value added tax will hereinafter be called: “the
Revenue”.
The
parties agree that the Company may round up the periodic Revenue payable
by the
Lessee to the Company according to this Agreement to the nearest
Shekel.
| 4. |
Direct
Debit Authorisation
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To
facilitate the collection of the Revenue (as defined in clause 5 (a) hereof)
and/or the Compensation (as defined in clause 19(b) hereof) and/or the Insurance
Expenses (as set out in clause 7 of the Addendum No. 1 to the Agreement)
and/or
the Lessee’s share of the expenses pursuant to clause 7(b)(1) of the Management
Agreement and/or any other payment undertaken to be paid by the Lessee under
this Lease Agreement, including Linkage Differentials and interest pursuant
to
clause 26 hereof, the Lessee will sign a letter/s of authorisation to the
bank
in the form customary in the Company and which has been provided to the Lessee
for inspection (hereinafter - “Direct
Debit”).
All
sums appearing in this clause above will be paid by way of the Direct Debit
and
debited to the Lessee’s account in the bank.
So
long
as the Lessee does not quit the Premises, the Lessee will not be entitled,
without the written consent of the Company, to vary or cancel the Direct
Debit.
5. Bank
Guarantee
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(a)
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As
security for the performance of the Lessee’s undertakings under this
Agreement of Lease, the Lessee hereby grants to the Company an
autonomous
bank guarantee in the sum mentioned in clause 11 of Appendix ‘A’, in the
form attached as Appendix ‘B’ hereto (hereinafter: “the
Bank Guarantee”).
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(b)
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The
Company, may at its sole determination, from time to time, demand
payment
of the Bank Guarantee fully or partially in discharge of any sum
which the
Lessee owes the Company under this Agreement and for the security
of the
payment of which the Bank Guarantee was given, or if the Lessee
fails to
quit the Premises and does not surrender possession thereof to
the Company
pursuant to the terms of this
Agreement.
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(c)
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The
Company will return the Bank Guarantee to the Lessee after deducting
the
sums mentioned in sub-clause 5(c) (2) [sic] above 120 (one hundred
and
twenty) days after the date of the surrender of the Premises to
the
Company, pursuant to this
Agreement.
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6.
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Suitability
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(a)
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The
Lessee acknowledges having examined the location of the Building,
the
Premises in the Building, has inspected the Premises and examined
the
location of and in light of the same everything stated above and
the
provisions contained in clause 8(a) and clause 31 hereof, the Premises
are
suitable for its purposes.
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(b)
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The
Lessee acknowledges that there is no inconsistency in the Premises
within
the meaning of that term contained in the Hire and Loan Law, 5731
-
1971.
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(c)
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The
Company will deliver the Premises to the Lessee at the standard
of finish
detailed in the Adaptations Specification attached as Appendix
‘A1’ to
this Agreement.
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6A.
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Option
for a further Lease, non-construction of the Fourth Floor and Planning
Expenses
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(a)
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The
Lessee may notify the Company by 15/6/2000 of its wish to lease
an
additional area in the Building (hereinafter: “the
Additional Area”)
so that together with the Premises, all the areas of the Building
will be
in its possession. Until such date, the Company will not lease
the
Additional Area to any other lessee. If the Lessee has elected
to lease
the Additional Area as aforesaid, all the conditions of this Agreement,
including that stated in Appendix ‘A’, mutatis mutandis, will apply,
having regard to the increased area of the
Premises.
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(b)
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The
Lessee declares that it is aware that the fourth floor in the Building
has
yet to receive a building permit (hereinafter: “the
Permit”)
and it is possible that the Permit will not be granted and this
floor will
not be built. The Company undertakes to notify the Lessee by 1/4/2000
if a
Permit has been received for the fourth floor. Insofar as on such
date the
Lessee did not get such notice from the Company, the Premises will
include
only three floors and the Lessee will lease the entire Building,
mutatis
mutandis, by that stated in Appendix ‘A’ to this
Agreement.
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(c)
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The
Lessee will be entitled to plan its internal adaptations in the
Premises
having regard to three floors only and impose the additional planning
expenses on the Company against a reduction of the initial Rent
which the
Lessee will owe under this Agreement, to the extent that by 1/3/2000,
the
Company will not have notified the Lessee that it has received
the
Permit.
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7. Use
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(a)
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The
Lessee will use the Premises for the purpose stated in clause 12
of
Appendix A, only.
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(b)
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The
Lessee will not place equipment in the Premises which could cause
damage
to the Premises nor will load the floor of the Premises over and
above
that for which the floor is designed, as stated in clause 12 of
Appendix
‘A’.
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8. Receipt
of Permits
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(a)
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The
Lessee confirms that it has properly examined at the planning and
building
authorities and the local authority within whose jurisdiction the
Premises
are situated, the valid Town Building Plan in the region in which
the
Building and the Premises are situated (hereinafter: “the
Plan”)
and also examined the permitted uses of the Building and the Premises
under the Plan. The Lessee has decided, with the knowledge of all
the
particulars relating to the Town Building Plan applicable to the
area, to
take a lease of the Premises from the Company for the purpose set
out in
this Agreement.
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If,
as a result of the use that the Lessee makes and/or will make of
the
Premises and being other than that of offices and/or hi-tech, the
Company
will be required by the Local Planning and Building Commission
(hereinafter: “the
Local Commission”)
to pay betterment levy or by the Israel Lands Administration (hereinafter:
“XXX”)
to pay permit fees and/or additional capitalisation fees and/or
any other
sum, the Lessee will be bound to pay directly to the Local Commission
and/or the XXX, respectively, such sum as the Company will be made
liable
by the Local Commissioner and/or the Administration, or reimburse
the
Company with any such sum that will be paid by the Company to the
Local
Commission and/or the XXX. The Company’s auditor’s certificate of the
making of the payment by the Company will constitute conclusive
evidence
of the amount of the sum paid by the Company to the Local Commission
and/or the XXX respectively.
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(b)
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The
Lessee will take action to obtain all the necessary permits required
by
statute for conducting its
business.
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(c)
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The
Lessee declares that it is aware that the Company will bear no
responsibility whatsoever for obtaining any permits that will be
required
for the purpose of conducting the Lessee’s
business.
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(d)
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If,
for any reason, the Lessee fails to receive a permit to carry its
business, this will not exempt the Lessee from paying the Rent
until the
end of the Lease Term according to this
Agreement.
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(e)
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The
Lessee will turn to the firefighting services in the City Union
within
whose jurisdiction the Premises are situated (hereinafter: “the
Firefighting Union”),
to inquire as to the existing requirements with respect to the
necessary
firefighting arrangements required for conducting its business
at the
Premises. The Lessee will not make use of the Premises for the
purpose of
the Lease prior to receiving the approval of the Firefighting Union
that
their requirements have been fulfilled with respect to the carrying
on of
its business at the Premises, if such requirements have been submitted
to
the Lessee by the Firefighting
Union.
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| 9. |
Electricity
and Water
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(a)
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The
Lessee confirms that it is aware that the supply of the electricity
and/or
the water to the Premises is conditional upon a contract between
it and
the Electric Corporation and the local authority being made, as
appropriate.
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(b)
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The
Company declares that it will arrange for an electrical connection
to be
made to the Premises in the output set out in clause 14 of Appendix
‘A’.
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(c)
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The
Lessee will not be entitled to turn to the Electric Corporation
to request
an increased electrical connection (output) to the Premises unless
it
receives the Company’s consent in
writing.
|
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The
Company will grant its written consent, subject to the Company
making an
account of the needs of the Lessee and the needs of all the remaining
users of the Building in which the Premises are situated, and also
of the
feed ability of the existing
cables.
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| 10. |
Maintenance
and repairs of the
Premises
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(a)
|
The
Lessee will be responsible for properly maintaining the Premises
and
repairing at its own expense any defect and/or fault and/or damage
that
has been caused to the Premises, whether by the Lessee or by others,
except where such defect has been created by reasonable
wear.
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(b)
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The
Lessee will not be bound to repair any damage at the Premises resulting
from defects in the construction of the Premises, from acts of
aggression,
earthquakes or other unforeseeable natural catastrophes. The Company
will
repair any defect that occurs at the Premises as stated in this
sub-clause
(b) within a reasonable time, subject as provided in sub-clause
(c)
hereof.
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Notwithstanding
the foregoing, if any damage is caused to the Building and/or to
the
Premises which, in the opinion of the Company and/or the Lessee,
will not
enable the Lessee to continue to use the Premises, the Company
will be
entitled, at its sole and absolute discretion, to determine whether
it
will reinstate the Premises and restore it to a condition which
will
enable the continued use thereof or not. In such a case, the Company
will
provide the Lessee with alternative premises and/or bear the costs
of
leasing alternative premises that will be found by the Lessee until
the
end of the Lease Term according to this Agreement or until the
reinstatement of the Premises, whichever is the
earlier.
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(c)
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The
Lessee will notify the Company of any damage that will be caused
to the
Premises, as set out in sub-clause (b) above, within a reasonable
time of
the discovery thereof. In the absence of such notice by the Lessee,
the
Lessee will bear any additional expense that will be incurred by
the
Company in consequence of failing to punctually notify the
Company.
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(d)
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The
Lessee undertakes to abide by the operating rules attached as an
Appendix
to this Agreement.
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| 11. |
Cleaning
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The
Lessee undertakes to keep the Premises in a good condition and
keep the
Premises clean. Without derogating from that stated in this sub-clause,
the Lessee undertakes to cause all garbage originating from the
Lessee,
the Premises or the environment thereof, to be removed.
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12.
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Public
Areas and the Common
Property
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(a)
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The
Lessee will not be entitled to make any use of the pavements, roads
and
any other public area outside the Premises (as hereinafter defined)
except
for the purpose for which such public areas have been
designed.
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| (b) |
(1) The
Common Property means - as defined in clause 2(a) of the Management
Agreement.
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| (2) |
The
Lessee will be entitled to use the Common Property solely in accordance
with the purposes and/or zoning and/or uses for which the Common
Property
is designed. The Company will be entitled from time to time, at
its sole
discretion, to permit any third party to make use of one part or
another
of the Common Property, for such purposes as it will
determine.
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| (3) |
For
the removal of any doubt, the Lessee is aware that it will be entitled
to
use the areas of the Common Property solely in accordance with
the
provisions of any law, or the provisions of this
Agreement.
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| (c) |
(1) The
Company will be entitled, at its sole discretion, to add additional
building areas on the land and/or in the Building, to the extent
the Town
Building Plans applicable now or hereafter to the land permit this,
without the Lessee preventing and/or disturbing and/or opposing
such
additional building areas by the Company and on condition that
the
Lessee’s rights and/or the use of the Premises under this Agreement will
not be impinged.
|
| (2) |
The
Lessee undertakes and warrants that it will not in any way, directly
or
indirectly, prevent, and will not submit any opposition to, any
plan which
will be submitted by the Company for additional building areas
on the land
and/or in the Building, whether being a Town Building Plan or building
permit plan or any other plan.
|
| (3) |
The
Lessee undertakes to remove at its own expense any obstacle and/or
article
and/or installation and/or fixture belonging to it and which is
situated
in a place designated for the addition of any additional building
areas by
the Company. The Company will find an alternative place for the
Lessee to
leave the installations and/or fixtures that have been so
removed.
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| (4) |
The
Company will use its best efforts to ensure that the works for
adding
building areas will not disrupt, to the extent possible, the possibility
of using the Premises by the
Lessee.
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| 13. |
Signage
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(a)
|
The
Lessee will not install any signs on the Premises without the written
consent granted by the Company. The Company will not unreasonably
withhold
its consent to install the signs. It is hereby clarified for the
avoidance
of any doubt that the Lessee is under the duty and has the responsibility
to attend to obtaining a licence for the signage from the competent
authority according to law and pay any fee and/or levy which is
payable by
law to the competent authorities. In the case of the installation
of a
lighted sign, the Lessee will be bound to install the electrical
connection at its own expense and bear the electricity supply costs.
In
any event, the Lessee will not install signs on the Premises prior
to
receiving a licence according to law for such
installation.
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(b)
|
The
Company may determine the form, position and size of the signage
and the
Lessee will be bound to install the signage as determined by the
Company.
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(c)
|
The
Company may remove, at the Lessee’s expense, any sign that will be
installed by it in violation of the provisions of this
clause.
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(d)
|
The
Lessee declares that it has no opposition and agrees that signs
will be
placed on the roof of the Building by the Company and/or any third
party,
with the licence of the Company. The Company is further entitled
to attach
a sign to the walls of the Building, including the name, logo and
other
details relating to and of the
Company.
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| 13A |
Air-conditioning
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|
In
the event of air-conditioning being supplied to the Premises through
the
central air-conditioning system, or condensed cooling water being
supplied
from cooling towers, the Company will, to the best of its ability,
employ,
in the circumstances of each and every case, measures to ensure
the
constant supply of airconditioned air or cooled water, as
appropriate.
|
|
Save
that nothing in the foregoing shall impose upon the Company any
liability,
in tort or otherwise, in the case of any malfunction occurring
in the
system which could fully or partially shut down the supply of the
airconditioning to the Lessee.
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14.
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Safekeeping
of the Premises, alterations at the Premises, upper floor (gallery),
shed
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| (a) |
(1) If
the Lessee requests to use the walls of the Premises and/or the
ceiling
system and roof of the Premises and/or the Building and/or the
other
components of the Premises for the purpose of connecting or loading
installations and/or items of any kind whatsoever, having a weight
which
could harm the same, the Lessee will be bound to obtain, prior
to any
implementing the foregoing, the Company’s written
consent.
|
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(2)
|
The
Lessee will not be entitled to make any alteration or addition
in the
Premises, including an upper floor or shed (hereinafter: “the
Addition”),
without the prior written consent of the
Company.
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(3)
|
The
Lessee will be entitled to remove any Addition made at the Premises
on
condition that it restores the condition of the Premises to what
it was
previously. The Lessee will, however, be entitled to leave the
Addition at
the Premises. If the Addition has been left at the Premises, it
will
become the property of the Company without any consideration being
given
for it by the Company.
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(4)
|
The
Company will be entitled to remove or demolish any Addition made
by the
Lessee without its consent, or restore the condition of the Premises
to
what it was previously, and the Lessee will bear any expense that
will be
incurred by the Company in connection
therewith.
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(5)
|
Notwithstanding
that stated in this clause, the Lessee will be entitled, at any
time until
the end of the Lease Term, to dismantle any Addition that will
have been
installed by it at the Premises, with the Company’s consent, and deal
therewith, after the dismantling thereof, in the manner of owners,
on
condition that the Lessee will not cause any damage to the Premises
by
dismantling the Addition.
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|
(6)
|
If
an Addition has been erected by the Lessee without the written
consent of
the Company, the Lessee will be solely responsible for any expense
that
will be incurred by the Company on account of the foregoing, including
legal and/or financial liabilities and costs that will be charged
to the
Company or by which the Company will be fined by the court. The
foregoing
liability similarly applies to any damage that may be incurred
by the
Company and/or any third party following the making of such Addition.
Any
sums payable by the Company will be reimbursed by the Lessee to
the
Company within 7 days from receiving a written request from the
Company.
|
| (b) |
(1) The
Lessee declares and
acknowledges that it is aware that the erection of an Addition
(upper
floor and/or shed) in the Premises if this is possible according
to the
valid Town Building Plan in connection with the land and/or the
Building,
is subject to receiving a building permit from the competent planning
authorities.
|
|
An
upper floor for this purpose means - the addition of a floor to
the area
of the Premises, which will be constructed within the space of
the
Premises, between the floor and the
ceiling.
|
|
(2)
|
If
the Lessee requests to erect an Addition at the Premises and receives
the
Company’s consent for this, it will be bound to receive a lawful building
permit for the purpose of erecting the Addition, and bear the permit
fees
and other sums payable to the Israel Lands Administration and also
all and
any levies and fees that will be payable to the Israel Lands
Administration and/or the Local Commission and/or the local authority
as a
condition for obtaining a building licence, without this imposing
any
liability whatsoever on the Company, be it a planning or any other
liability.
|
|
Subject
to the foregoing, every plan to erect an Addition will first be
submitted
to the Company for approval and the Company will be entitled to
refuse to
approve such plan submitted, if it believes that approving the
same will
affect any building or other rights that it
has.
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|
(3)
|
Subject
as provided in sub-clause (b)(1) - (3) above, the Lessee agrees
that if it
erects an Addition at the Premises, the Lessee will be bound to
pay the
Company additional Rent in a monthly sum that will be equal to
30% of the
sum receivable by multiplying the area of the upper floor by the
monthly
rent, and dividing the same by the area of the Premises (hereinafter:
“the
Additional Rent”).
Insofar as the upper floor will be erected by the Company, the
Additional
Rent will be at the rate of 65%,
correspondingly.
|
|
(5)
|
The
Additional Rent will be payable upon the date of completion of
the
erection of the flooring of the upper floor and/or the roof of
the
shed.
|
|
(6)
|
For
the removal of any doubt, the Lessee’s obligation to pay the Additional
Rent mentioned in sub-clause (b)(3) above, will apply to the Lessee
regardless of whether it has received the Company’s consent for erecting
the Addition or not, and whether it has received a building permit,
or
not.
|
|
The
Additional Rent will be deemed as rent for all purposes and be
subject to
all the appropriate provisions contained in this
Agreement.
|
| (c) |
If
the Company is made liable, in respect of the erection of an Addition
and/or shed and/or upper floor by the Lessee, whether the Company’s
consent has been received or not, to pay betterment levy, the Lessee
will
be bound to pay the betterment levy or reimburse the amount thereof
to the
Company, if paid by the Company, within 7 days of the dispatch
of a demand
notice to pay it.
|
| 15. |
Prevention
of Nuisances
|
|
(a)
|
The
Lessee will refrain from creating any nuisance, and including the
Lessee
undertaking not to cause any loud noise, odours and vibrations
which could
disturb the enterprises and/or businesses of the neighbours of
the
Premises.
|
|
(b)
|
In
the event of a breach of the provisions of sub-clause (a) above,
the
Lessee undertakes to cause the nuisance to be discontinued within
7 days
of receiving a demand letter from the Company. Without derogating
from the
foregoing, in addition to any other right that the Company may
have
pursuant to the provisions of this Agreement and/or the law, the
Company
will be entitled to make any examination and/or measurement and/or
repair
and/or take other action that the Company will deem fit to restore
the
situation to what it was previously and/or to remove the nuisance.
All
costs incurred by the Company in respect thereof will be borne
and paid by
the Lessee. The Lessee hereby undertakes to reimburse the Company
with any
sum that has been expended by the Company as aforesaid, together
with
Linkage Differentials and interest as specified in clause 26 hereof,
from
the date such sums are expended until the reimbursement thereof
by the
Lessee.
|
|
The
Company’s accounts of the amount of these expenses will constitute prima
facie proof.
|
|
16.
|
Entering
the Premises
|
|
The
Company’s employees and agents may enter upon the Premises at any time,
during usual working hours, by arrangement with the Lessee and
accompanied
by a representative on its behalf, to examine or make repairs and
do such
other works that will be required in the opinion of the
Company.
|
|
In
cases of emergency, the Company and/or persons on its behalf may
enter
upon the Premises without receiving the Lessee’s prior
consent.
|
|
17.
|
Assignment
of rights
|
|
(a)
|
The
Lessee will not be entitled to transfer and/or charge in any manner
and
form all or any part of the rights conferred upon it under this
Agreement,
to any other person or persons, except to companies constituting
subsidiaries and/or sister companies and/or the Lessee’s parent
company.
|
|
(b)
|
The
Company will be entitled to transfer and/or charge its rights and
obligations under this Agreement to another party, on condition
that the
Lessee’s rights under this Agreement will not be
harmed.
|
| 18. |
Vacation
|
|
(a)
|
The
Lessee will vacate the Premises at the end of the Lease Term and
surrender
exclusive possession thereof to the Company the Premises being
vacant of
any person and object that does not belong to the
Company.
|
|
In
the event of the Lessee has to vacate the Premises in accordance
with this
Agreement, either for the reason mentioned in this sub-paragraph
or for
any other reason as set out in this Agreement, it will be bound
to
surrender the exclusive possession thereof, together with the keys,
completely vacant and in good and proper condition for immediate
use, with
the exception of reasonable wear.
|
|
The
Lessee will further furnish the Company, at the end of the Lease
Term or
actual vacation of the Premises, with certifications from the Electric
Corporation and the local authority that the Lessee has no debt
in respect
of the use of electricity and/or water and/or taxes and/or fees
to the
local authority in respect of the Premises up to the end of the
Lease Term
or until the actual vacation date thereof, whichever is the
later.
|
|
(b)
|
Without
derogating from that stated in clause 5 above, if the Lessee fails
to
vacate the Premises as stated in sub-clause (a) hereof above, the
Lessee
will pay the Company fixed and pre-determined compensation (hereinafter:
“the
Compensation”)
for each day of delay, in a sum equal to 150% of the Rent applicable
to
the Premises in respect of one day of the Lease in the last month
of the
last year of the Lease. The Compensation will be linked to the
Consumer
Price Index (as defined in clause 3(a) above), and the calculation
of the
Linkage Differentials will be made, mutatis mutandis, by the Company,
monthly. The amount of the Compensation and the Linkage Differentials
will
be paid by not later than 7 days of the date of the
demand.
|
|
The
foregoing does not affect or derogate from any right of the Company,
including its right to receive the Compensation mentioned in this
sub-clause (b) above even if in actuality, the Company has issued
to the
Lessee a demand and/or invoice to pay
Rent.
|
|
In
addition, nothing contained in sub-clause (b) above will affect
or
derogate from the Company’s right to demand the vacation of the Premises.
This clause overrides any other provision contained in this
Agreement.
|
|
For
the removal of any doubt, the liability of the Lessee set out in
this
sub-clause, will similarly apply after the expiration of the Lease
Term
until the actual vacation of the
Premises.
|
|
(c)
|
Upon
the expiration of this Agreement, and/or if this Agreement is lawfully
rescinded by the Company and/or judgment is given for the eviction
of the
Lessee from the Premises, and the Lessee fails to immediately vacate
the
Premises, the Company will be entitled to exercise the Bank Guarantee
mentioned in clause 5 above, and which has not yet been presented
for
payment up until the notice of rescission of the Agreement of Lease,
and/or the grant of the eviction judgment, in order to partially
cover the
Compensation (as defined in sub-clause (b) above) that will become
due to
the Company in respect of the period commencing on the date of
such
rescission of the Agreement or grant of the judgment, until the
actual
vacation of the Premises.
|
|
Nothing
contained in this sub-clause amounts to any waiver of any of the
Company’s
rights against the Lessee under this Agreement or at law, or the
grant of
any permission to the Lessee to use the Premises after the rescission
of
the Agreement of Lease or the grant of such eviction
judgment.
|
|
The
rescission of this Agreement pursuant to the provisions of clause
21
hereof does not affect the Lessee’s undertakings according to that stated
in this clause above.
|
|
(f)
|
In
addition to that stated in sub-clause (c) above, the Bank Guarantee
will
serve to secure the discharge of all the Lessee’s debts to the Local
Building and Planning Commission, the local authority (including
debts in
respect of water charges) and/or to the Electric Corporation
and the Bezeq
(Israeli telephone company) in respect of the
Premises.
|
| 19. |
Lessee’s
duty to make payments
|
|
The
Lessee is bound to pay the Company the full amount of the Rent
and all the
other payments that it has undertaken to pay under this Agreement,
whether
or not it has used the Premises, and whatever the reason for not
using the
Premises may be. The Lessee will not be entitled and will be stopped
from
raising any claim against its absolute liability to pay the Company
Rent
according to this Agreement of
Lease.
|
|
20.
|
Rescission
of the Agreement
|
|
(a)
|
The
parties undertake that the Company may bring this Agreement to
an end upon
any of the following events
occurring:
|
|
(1)
|
If
a receiving order is made against the Lessee, on condition that
it has not
been vacated within 45 days.
|
|
(2)
|
If
a judgment has been granted to wind up the Lessee, on condition
that it
has not been vacated within 45
days.
|
|
(3)
|
If
a receiver is appointed over the Lessee’s assets, on condition that such
appointment has not been vacated within 45
days.
|
|
The
Company will notify the Lessee in writing of the termination of
the
Agreement and such termination will be deemed to be effective from
the
date of the filing of the application against the Lessee for the
grant of
a receiving order or application for a creditor’s arrangement or petition
for the winding up or petition for enforcing charges and/or to
appoint a
receiver, on condition that such application or petition has not
been
vacated within 45 days of the date of the presentation
thereof.
|
| (b) |
In
addition to any other relief which the Company is entitled to xxx
for
under this Agreement and/or at law, and without derogating from
the
generality of the foregoing, the Company will be entitled to bring
about
the rescission of this Agreement after giving 14 days’ notice, in the
following cases:
|
|
(1)
|
The
Premises is being used otherwise than in accordance with that detailed
in
clause 7.
|
|
(2)
|
The
creation of a nuisance in a manner which disturbs and/or which
may disturb
the offices and/or enterprises and/or businesses in the neighborhood
of
these Premises.
|
|
(3)
|
The
doing of any act which is contrary to the provisions of clause
12(a)
and/or 15 of this Agreement above.
|
|
(4)
|
The
non-payment of two instalments of Rent and ancillary payments
under this
Agreement, and after written notice will have been given to the
Lessee and
30 days have passed and such sums remain
unpaid.
|
|
(5)
|
The
failure to provide the Bank Guarantee mentioned in clause 5 above
by
15/6/2000.
|
| (c) |
In
the event of the rescission of the Agreement or the Company having
given
notice of the rescission or termination thereof, the Lessee will
vacate
the Premises within 30 days of receiving such
notice.
|
| (d) |
The
provisions of this clause will not serve to derogate from the Company’s
rights under this Agreement or at
law.
|
| (e) |
If
the Lessee has been evicted from the Premises in respect of that
stated in
sub-clause (a) or (b) above, the Lessee will not be entitled to
any
compensation and/or payment for any reason whatsoever from the
Company.
|
| 21. |
Discharge
of the Lessee’s debts
|
|
(a)
|
If
the Company will be bound to pay in lieu of the Lessee any sum
in
connection with the Premises, the payment of which falls on the
Lessee
under this Agreement or at law, including payments for the use
of
electricity, water, municipal fees, telephone charges, the Company
will
notify the Lessee of its intention to pay such sum in lieu of the
Lessee,
14 days prior to the payment
thereof.
|
|
(b)
|
The
Lessee will reimburse the Company for any sum that has been paid
by the
Company as stated, within 14 days of being demanded to do so, together
with Linkage Differentials as specified in clause 26, from the
day of
demand and until the day of payment.
|
| 22. |
Taxes
|
|
All
taxes, fees and governmental and/or municipal and/or other levies
and
other payments of any kind or type whatsoever relating to the conduct
of
the Lessee’s business or which apply to an occupier of the Premises or
which apply to the Premises (but not to owners of property) and/or
which
will apply to the Lessee and/or the Premises (but not to owners
of
property) during the Lease Term, will be paid by the Lessee, including
taxes, fees and/or levies that will apply to the Common Property
(as
defined in clause 12(b)(1)) (hereinafter: “the Common Property Taxes”).
The Lessee’s portion of the Common Property Taxes will be set in
accordance with that stated in clause 12(c) (1) above, mutatis
mutandis.
|
|
The
Company will bear all the taxes and levies of their various kinds
which
apply by law to owners of Property.
|
|
23.
|
Tenant’s
Protection Law
|
|
The
parties hereby declare that in respect of the tenancy under this
Agreement
the Lessee has not paid the Company any key money, directly or
indirectly,
and it is not a protected tenant according to the Tenant’s Protection
(Consolidated Version) Law, 5732 - 1972 and/or any law in substitution
therefor (hereinafter: “the
Tenant’s Protection Law”).
In the event of the Lessee effecting any works at the Premises
at its own
expense, such works will not be deemed in any way to be payment
of key
money and the Lessee will not be deemed as a protected tenant pursuant
to
the Tenant’s Protection Law.
|
|
24.
|
Expenses
of this Agreement
|
|
The
Lessee will be liable for the stamp duty of this Agreement and
all the
copies thereof and the stamp duty costs will apply to the Lessee
only.
|
|
25.
|
Linkage
and Interest
|
|
It
is agreed by the parties that in respect of any sum that the Lessee
has
not paid on due date (hereinafter: “the Amount
in Arrears”)
the Lessee will be bound to pay the Company, in addition to the
Amount in
Arrears, Linkage Differentials the method of calculation of which
is set
out in clause 3 (a) above, mutatis mutandis (the Amount in Arrears,
plus
Linkage Differentials being hereinafter called: “the
Estimated Debt”).
The Estimated Debt will bear interest at the rate of 5% per annum
(hereinafter: “the
Annual Interest”),
from the date the debt is created until the date on which the payment
is
actually made.
|
|
Each
payment made by the Lessee to the Company in respect of the Amount
in
Arrears will be split and ratably apportioned against the components
of
the Debit Amount that is, the Annual Interest component, the Linkage
Differentials and the component of the Amount in
Arrears.
|
|
26.
|
Value
Added Tax
|
|
Any
amount which the Lessee is bound to pay or deposit under this Agreement
will bear Value Added Tax pursuant to the lawful rate thereof on
the date
of payment or deposit, and be paid by the Lessee. The parties agree
that
the Company will be entitled to round up the amounts for which
the Lessee
is liable to pay or deposit with the Company under this Agreement
or at
law, to the nearest New Shekel. Payment of the Value Added Tax
will be
made on the date fixed for making the payment or deposit, against
a lawful
VAT receipt.
|
|
27.
|
Jurisdiction
|
|
It
is agreed by the parties that the Court mentioned in clause 18
of Appendix
‘A’ has been selected by them as the exclusive place of jurisdiction
in
respect of any matter related to and/or deriving from this
Agreement.
|
|
28.
|
Upholding
of Laws
|
|
The
parties will uphold the provisions of any law relating to the Premises
and
the use thereof.
|
|
29.
|
Non-Setoff
of payments
|
|
The
parties agree that the sums that they owe or will owe to one another
in
respect of this Agreement or for any reason whatsoever, will not
be
capable of being setoff. For the removal of any doubt, in the event
of the
Lessee having any claim or demand against the Company, it will
not be
entitled to setoff the amount of the demand or claim but will be
entitled
to file an action with the court against the
Company.
|
|
30.
|
Plan
of the Premises
|
|
A
plan including the description of the Premises is attached hereto
as
Appendix ‘D’ (hereinafter: “the
Plan”).
|
|
31.
|
Modification
of the Agreement
|
|
No
modification to the conditions of this Agreement or waiver of the
Company’s rights thereunder will be made except in writing and under the
hand of those authorised to bind the
Company.
|
|
Notwithstanding
the foregoing, the Company’s consent to curtail the Term of the Lease will
be regarded as valid only if it has been made in writing and signed
by the
authorised signatories of the
Company.
|
|
32.
|
Management
Agreement
|
|
Together
with this Agreement of Lease, and as an integral part thereof,
the Lessee
will sign the Management Agreement attached hereto as Appendix
‘C’.
|
|
33.
|
Undertaking
and declarations of the
Company
|
|
The
Company undertakes not to lease and/or sell the Building and/or
the parts
other than those leased to the Lessee, to any other lesseee and/or
purchaser who uses such parts otherwise than for the purpose of
offices
and/or hi-tech. The Company further declares that from its standpoint,
nothing will prevent the erection of a kitchen and/or dining room
for the
Lessee’s employees within the Premises, subject to the Building’s systems
and it’s facilities use for the purposes for which they were intended
to
be used and subject to not causing nuisance to the other tenants
of the
building.
|
|
34.
|
Delivery
of Notices
|
|
Any
notice which the parties to this Agreement are required to give
to one
another will be regarded as having been delivered after 48 hours
have
elapsed from the time of dispatch by registered mail from a post
office in
Israel, to the address of the parties, as set out in this
Agreement.
|
|
The
delivery of notice at the Premises to the Lessee or its employee
will be
deemed to be due delivery thereof to the
Lessee.
|
|
In
addition to the foregoing, the parties will be entitled to send
notices to
one another by messenger, in which case the date appearing in the
delivery
Form signed by the messenger will be deemed to be the date of delivery
of
the notice.
|
|
The
parties will be entitled to furnish notices to one another by fax.
Any
instrument sent to a party by fax will be regarded as having been
furnished to the other party by personal delivery on the date of
dispatch,
provided that the instrument contains an acknowledgement of the
fact of
the dispatch.
|
|
The
parties’ addresses as set out in this Agreement will also be deemed to
be
their addresses for the purpose of service of
process.
|
|
In
witness whereof the parties have set their
hands:
|
|
Mivneh
Taasiya Ltd. (signed)
|
Net
2 Wireless Israel Ltd. (signed)
|
||
|
__________________
|
________________
|
||
|
The
Company
|
The
Lessee
|
Appendix
‘A’ - To the Addendum to the Agreement dated 2/2/2000
(Agreement
No. 1-03-1198-3)
|
Particulars
of the Premises
|
||
|
Name
of Lessee
|
: Net
2
Wireless Israel
|
|
|
Address
of the Premises
|
: 12
Ha’amal Street, Rosh Haayin
|
|
|
No.
of Premises
|
: 137.002.01+11+21+31
|
|
|
Type
of Premises
|
: Office
and Hi-tech Building
|
|
|
A.
|
In
this Agreement:
|
| 1. |
“Land”
- means
the land having an area of 15,622
square meters and known as Parcel 527-8
in
Block 8863.
|
|
2.
|
“Building”
- the western building having an area of 14,415 square meters of
2
buildings erected on the Land and which comprise 4
floors each. In the event of the fourth floor of the Building not
being
constructed as set out in clause 6A (a) of the Agreement, the area
of the
Building will be 10,941 square meters
only.
|
|
3.
|
“The
Premises” - a unit in the Building situated on the ground
+ first + second + third
floors, and numbered 137.002.01+11+21+31
and having an area of 10,
000
square meters (gross external measurements plus the proportionate
to part
of the Common Property designed for the use of all or part of the
users of
the Building) and 199
parking floors on the basement floor and 90
parking places on the ground floor pursuant to that stated in Appendix
“F”
of the Principal Agreement (all jointly hereinafter called: “the
Premises”).
|
|
4.
|
“Purpose”
- hi-tech offices as the only use.
|
|
5.
|
“The
Lease Term” - commencing on 15/9/2000
(“the Commencement Date of the Lease” and expiring on 31/12/2010
(“the Expiry Date of the Lease”)
|
|
a.
|
The
Company undertakes to enable the Lessee to enter the Premises for
the
purpose of commencing the implementation of Adaptation Works, by
not later
than 15/6/2000 (hereinafter: “the Adaptations Delivery Date”). In respect
of each month of delay in such delivery, or part of one month
(hereinafter: “the Delay Period”) the Company will compensate the Lessee
by cancelling the rent according to this Agreement for a period
of the
same duration as the Delay Period and which commences on the Lease
Commencement Date. As possible, the Company will allow the Lessee
to enter
into the southern part of the Building before the Adaptations Delivery
Date in order to enable it to carry out the necessary works at
the
Premises in stages. The Lessee will not be subject to any financial
obligations whatsoever in respect of
this.
|
|
(b)
|
The
Lessee may terminate the Lease Term on 31/12/2005 if it gives notice
thereof to the Company in writing 90 days in
advance.
|
|
(c)
|
The
Lessee may terminate the Lease Term on 31/12/2003 if it gives notice
thereof to the Company in writing 90 days in advance. If the Lessee
has
elected to do so, it will pay the Company an amount in New Shekels
equal
on the date of giving such notice to four months of the lease and
rental
for parking. Such payment will be paid within 30 days of the date
on which
the Lessee vacates the Premises.
|
|
(d)
|
The
Lessee may notify the Company up to 6 months before the expiration
of the
Lease Term of its wish to extend the Lease Term for further terms
of 5
years each, but not exceeding 15 years (hereinafter: “the Further Lease
Term”). Upon receipt of such notice by the Company, the terms of the
Lease
will be set, including the rent and payment of rental for the parking
(hereinafter: “the Price”)
with the agreement of the parties. If the parties fail to reach
agreement,
an appraiser agreed on by the parties will be appointed to set
the Price
for the entire Further Lease Term and his determination will be
binding
upon the parties.
|
| 6. |
“The
Principal Rent”- the principal rent and rental for the parking for each
month in respect of the Premises is:
|
“Rental
for
the Parking” -
the Parking” -
|
NIS
for the rental -
|
NIS
for the parking
|
Commencing
from
|
15/9/2000
|
Until
|
14/12/2000
|
|
|
NIS
for the rental -
|
NIS
for the parking
|
Commencing
from
|
15/12/2000
|
Until
|
14/2/2001
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
15/2/2001
|
Until
|
31/12/2002
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2003
|
Until
|
31/12/2004
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2005
|
Until
|
31/12/2006
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2007
|
Until
|
31/12/2008
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2009
|
Until
|
31/12/2010
|
| 7. |
“The
Base CPI” -
the
CPI published on 15/1/2000
and which stood at 106.6
points.
|
| 8-10 |
Cancelled.
|
| 11. |
“Bank
Guarantee” - the
amount of the autonomous bank guarantee is the sum of NIS
_________ on the date of the delivery of the entire Premises for
Adaptations, but not before
15/6/2000.
|
| 12. |
“Permitted
floor
loading”-
1000
kilograms per square meter on the ground floor, 500
kilograms per square meter on floors 1, 2 and
3.
|
| 13. |
Cancelled.
|
| 14. |
“The
Electricity Connection”
- having
an output of 400
amps, triple-phase on each floor
separately.
|
| 15. |
Cancelled.
|
| 16. |
Cancelled.
|
|
17.
|
“Insurance
Expenses”
-
NIS
_______ every three months.
|
| 18. |
“Exclusive
Jurisdiction”
-
the
competent court in the Tel
Aviv
District.
|
|
19.
|
The
particulars of the Lessee that will appear in the direction signs
or means
of publication in the Building are: Net
2 Wireless Ltd.
|
|
________________________
|
____________________________
|
||
|
Mivneh
Taasiya Ltd. (signed)
|
Net
2 Wireless Israel Ltd. (signed)
|
||
|
The
Company
|
The
Lessee
|
Appendix
A1’ -
(Clause
6 (c) of the Agreement of Lease)
Specification
of Adaptations to the Premises
The
Lessee will receive the Premises from the Company to a standard of finish
of a
“shell”, comprising the following items:
The
Building Frame
Exterior
walls of natural stone and aluminum;
Bomb
shelters and protected defence areas in accordance with the requirements
of the
Civil Defence Forces;
Building
Systems
Water
supply up to the meter, sewerage and drainage;
Peripheral
firefighting network, including increased water pressure system and sprinkler
system half of which being at the Extra Hazard
level,
and the other half being at the Light
Hazard
level;
Two
integrated freight / passenger elevators in each shaft;
Lighting
in the public areas;
Preparation
for Bezeq
landline
cables.
Service
rooms of the number required according to the Standard and at the level of
finish according to the specification given by the Lessee.
Chillers
for airconditioning of a number according to the requirements of the Lessee’s
cooling consultant, including supplementary electrical feed; electrical
connection on each floor up to the main consul with an output of up to 400
amps,
triple-phase per floor.
Fat-separating
pit for the dining room according to a specification to be supplied by the
Lessee.
Finish
Works
In
the
entrance lobby on each floor - stone faced floors and walls, acoustic ceiling;
in the stairwells walls of marble and terrazzo flooring;
Polysid
or polycryl paint;
Smoothed
over concrete floor on each floor.
Internal
partitions of double-sided plasterboard with insulation or plastered
blocks.
|
(signed)
|
(signed)
|
|
Net
2 Wireless Israel L.T.D.
|
Mivneh
Taasiya Ltd.
|
Appendix
B -
(Clause
10 (d) of the Agreement of Lease)
Operating
Rules
| a. |
Preamble
- Purpose of the Rules
|
The
Rules
below include regulations, rules and instructions applying to all tenants
in the
Building, and the upholding of the rules and the instructions therein is
to be
regarded as an extension of the clauses in the Agreement of Lease between
the
Company and the Lessee.
The
purpose of the Rules is to ensure business management to a high level and
standard in the Building, the need of uniform rules of conduct as a derivative
of the management of the Building as a single complex in a manner whereby
the
standard and quality of the management of the businesses in all the Premises
has
an immediate impact on the project’s name amongst the public as an office and
hi-tech building, and the ability of each tenant to exploit the business
potential implied from the management of a business within the scope of such
a
center.
The
Company will manage the Building directly or through a management company
(hereinafter: “the Management Company”). A management agreement between the
Company and the Lessee is attached to the Agreement of Lease as Appendix
‘C’.
General
|
(1)
|
The
Lessee will avoid doing any act, deed or omission which could in
one way
or another, cause:
|
| (a) |
Damage,
loss or harm to the property of the Company, including the Common
Property.
|
| (b) |
Risk
of bodily injury and/or injury to the property of any person from
among
the public using the Building, including any visitor or customer
from
among the general public.
|
| (c) |
Nuisance
or any other interference of any kind, including causing any noise
and/or
speaker announcement and/or any other form of advertisement that
may
disturb the other business owners in the building and the general
public.
|
| (d) |
Without
derogating from the generality of the foregoing, the Lessee will
avoid
causing any noise and/or unreasonable smells within the scope of
managing
its business at the Premises, and will not suffer others to cause
any such
noise or smell from the area of the
Premises.
|
Upon
the
Management Company’s demand, the Lessee will cease and/or remove immediately any
such nuisance and/or obstacle.
If
the
Lessee fails to comply with the Management Company’s demand, it will have the
authority to cause the cessation / removal of the nuisance and/or obstacle,
and
the Lessee will have no claim in connection therewith.
| (2) |
The
Company may determine the hours of activity in the
Building.
|
|
(3)
|
The
Rules will be subject to the Agreement of Lease in the sense that
all the
terms herein will have the meaning ascribed thereto according to
the
Agreement of Lease and in the event of any inconsistency between
the
provisions hereof and those of the Agreement of Lease, the latter
will
prevail, unless the provisions of these Rules serve to add to those
contained in the Agreement of
Lease.
|
| b. |
Particulars
of the Rules
|
| (1) |
Cleaning
and Garbage Removal
|
|
(1.1)
|
The
Lessee undertakes to keep the Premises in an orderly and proper
condition,
and keep the Premises clean. The Lessee will not leave any garbage
or
rubbish or any unnecessary item in the areas of the Common Property
and
remove any such garbage or rubbish as set out in clause 10 of the
Agreement.
|
|
(1.2)
|
Garbage
containers will be placed in the Building. Removal of the tenants’ garbage
to the containers will be at the responsibility of each and every
tenant.
|
|
The
tenants will remove the garbage in sealed plastic bags into the
garbage
containers.
|
|
(1.3)
|
There
will be an absolute prohibition applying to the destruction of
garbage of
any kind whatsoever by way of incinerating within the area or adjacent
to
the Building, or ejecting the garbage into the sewerage system,
or burying
the same in the ground.
|
|
(1.4)
|
The
Lessee will not keep any merchandise, packaging of any kind whatsoever,
objects, tools, equipment and fixtures in the areas of the Common
Property.
|
|
(1.5)
|
The
Management Company will have the authority to remove without any
prior
warning, any object, tool, equipment or other thing that will be
found
outside the area of the Premises, and which will, in its opinion,
constitute a nuisance and charge the Lessee for the expenses involved
in
removing the same.
|
| (2) |
Loading
and unloading
|
|
Loading
and unloading operations will be carried out by the Lessee within
the area
of the Premises.
|
|
(3)
|
Public
Lighting and the Airconditioning
|
|
(3.1)
|
The
management company is responsible for maintaining the public electricity
systems up to the point of the Lessee’s electricity
board.
|
|
(3.2)
|
The
public lighting in the Common Property, in whole or in part, will
be
operated during night time hours, as determined by the management
company.
|
| (4) |
Keys
|
|
(4.1)
|
Each
lessee will notify the Management Company of the location of the
entrance
door key to the Premises, for use in times of emergency.
|
|
(4.2)
|
The
key to the bomb shelter will be in the glass cabinet adjacent to
the
entrance to the shelter, and be in the responsibility of the Management
Company. The key will be used in emergencies only.
|
|
(4.3)
|
The
remaining doorways and cabinets are locked and the keys thereof
are held
by the Management Company only.
|
|
(5)
|
Safety
and ecology provisions
|
|
(5.1)
|
Gas
welding containers may not be brought into the Building and/or
the
Premises, without the approval of the Management Company; the Company
is
under no duty to grant such approval and will be entitled to impose
conditions on the grant thereof.
|
|
(5.2)
|
No
solvents, chemicals and flammable materials may be stored without
such
approval.
|
|
(5.3)
|
The
Management Company may prohibit the entry of equipment, installations,
materials and the like which, in its opinion, are unsafe, into
the area of
the Building and/or the Premises.
|
|
(5.4)
|
Dangerous
effluents and/or fats and/or solids are prohibited from being drained
into
the sewage system. The Lessee will ensure that effluents are purified
or
removed from the Building in containers or otherwise as coordinated
with
the Management Company.
|
|
(5.5)
|
The
placing of any article on the stairs and in the stairwells and
in the
shelters is forbidden.
|
|
(5.6)
|
The
hindering or blocking of access to the emergency doors (by placing
equipment, etc.) is prohibited.
|
|
(5.7)
|
Every
Lessee must be aware of the location of the fire extinguisher points
in
the vicinity of the Premises.
|
|
(6)
|
Installation
of electro-magnetic systems
|
|
(6.1)
|
The
installation of all electro-magnetic systems (air-conditioning,
electricity, compressed air, gas, alarms, smoke and fire detectors
and the
like) in the various premises must obtain the prior approval from
the
Company according to plans that will show the method of connection
to the
central systems and the passage and location of all the system
components
via the shafts in the Building.
|
|
(6.2)
|
A
premises have an electricity board and preparation for an electricity
meter.
|
|
(6.3)
|
The
internal electricity systems within the Premises will be effected
and
maintained by the lessees.
|
|
(7)
|
Firefighting
|
|
Each
lessee will equip the Premises with firefighting equipment and
act in
accordance with the requirements and instructions of the fire authorities
as will be required of it for the purpose of receiving business
permit.
|
|
(8)
|
Emergencies
and fires
|
|
(8.1)
|
Immediate
notice should be given to the Management Company of any malfunction
in the
Building, the Premises, the systems or any other exceptional occurrence.
|
|
(8.2)
|
The
firefighting authorities jointly with the Management Company should
be
notified of any fire or smoke occurrence.
|
|
(8.3)
|
The
access to the shelter or protected area should not be blocked by
the
placing of equipment.
|
|
(8.4)
|
Every
Lessee shall be responsible for its employees being aware of the
access
ways to the shelter/protected area and the fire escape routes.
|
|
(8.5)
|
Each
Lessee will make itself aware of the location of the firefighting
points
in the vicinity of their specific premises.
|
|
(8.6)
|
Any
lessee installing an alarm system must receive approval thereto
from the
Management Company.
|
|
(8.7)
|
Emergency
telephone numbers
The
Mivneh Taasiya company -
00-0000000
Police
- 100
Ambulance-
101
Fire
-
102
|
|
(9)
|
Miscellaneous
|
|
(9.1)
|
Passage
through the exit point to the roof of the Building is prohibited
and will
only be permitted with the approval of the Management Company.
|
|
(9.2)
|
The
carrying out of any work on and within the walls of the Premises
and the
Building will only be permitted with the prior written approval
of the
Management Company.
|
Appendix
‘C’
(Clause
(32) of the Agreement of Lease)
Management
Agreement
Made
and
signed in Rosh
Haayin
this
2 February,
2000
Between: Mivneh
Taasiya Ltd.
(hereinafter
- “the Company”)
on
the
one part
And: The
Lessee mentioned in the preamble to the Agreement of Lease
(hereinafter:
“the Lessee”)
on
the
other part
| WHEREAS |
the
Company is the proprietor of the leasehold rights in the Land and
the
Building mentioned in clauses 1 and 2 of Appendix ‘A’ to the Agreement of
Lease; and
|
| WHEREAS |
the
Lessee has leased from the Company Premises pursuant to that stated
in
clause 3 of Appendix ‘A’ to the Agreement of Lease;
and
|
| WHEREAS |
the
Lessee agrees that the management, maintenance and operation of
the
Building, in all its parts, will be exclusively effected by the
Company
and undertakes to act pursuant to the terms of this Agreement and
participate in the management expenses as herein set out;
and
|
| WHEREAS |
this
Agreement is intended to regulate the mutual undertakings between
the
parties in all matters pertaining to the management and implementation
of
the services in the Building;
|
It
is therefore agreed and stipulated between the parties as
follows:
| 1. |
Preamble
|
|
(a)
|
The
preamble, including the definitions and declarations included therein,
constitute an integral part of this
Agreement.
|
|
(b)
|
The
headings to the clauses in this Agreement are for convenience only,
and
are not part of the Agreement.
|
|
(c)
|
Upon
the signature of this Agreement, and the Agreement of Lease, all
declarations and/or undertakings and/or representation given or
made by
the parties prior to the signature of these Agreements are null
and
void.
|
| 2. |
Definitions
|
|
In
the absence of any intention to the contrary arising from the context,
the
following terms will bear the meanings set out opposite
them:
|
| (a) |
“Common
Property”
|
|
Each
part of the site and/or the Building which the Company has dedicated
to
the common use of all the tenants of the Building and/or the purchasers
thereof or most of them, including, but without derogating from
the
generality of the foregoing:
|
|
(1)
|
All
the parts of the Building, including bomb shelters, protected areas,
machinery rooms, electricity rooms, roofs, exterior walls, the
foundations, stairwells, passages, entrances, elevators, garbage
rooms,
yards, gardens, parking areas, installations, roads, ramps and
pavements
as well as the remaining areas of the Building, apart from the
parts which
have been leased or sold and/or are designated for sale or leasing
in the
future, and except for those parts of the site and/or the Building
that
will be excluded by the Company from the Common Property, at its
discretion.
|
|
(2)
|
Airconditioning
installations and elevators (if any)*, piping of any kind whatsoever
and
all the remaining installations situated in and/or serving and/or
used by
the Building and which the Company has designated for the common
use of
all the tenants or purchasers of the Building or by most of them,
even if
they are situated within the boundaries of the areas that have
been sold
or leased or the areas linked
thereto.
|
|
(3)
|
In
no event will the Common Property include parts which have been
linked by
the Company to any particular unit in the Building, at the Company’s
discretion.
|
| (b) |
“The
Services”
|
|
The
management, operation, repair, maintenance, renewal, cleaning,
inspection,
lighting, safekeeping and landscaping of the Common Property (as
defined
below) and of the piping, installations and areas in the Building
which
serve or are used by the Building and/or for the implementation
of any
acts in the Building and/or the supply used or designed to be used
or
serve the Premises or the Building. Without derogating from the
generality
of the foregoing, the Company may, at its discretion, manage, implement,
initiate and provide or cease providing or implementing the services
detailed above or part thereof as well as any other service, at
its
election.
|
|
Having
regard to the special character of the Building and the complexity
thereof, the services may similarly include special services that
are not
customary in ordinary buildings, such as: the payment of fees,
taxes and
levies applicable now or hereafter to the Common Property, advertising,
signage, public relations, the organisation of events and the like,
all at
the discretion of the Company.
|
| (b) |
“The
Operative Date”
|
|
The
date on which the Company will start managing and implementing
the
services, as provided in clause 8(a)
hereof.
|
| 3. |
Management
and Implementation of the
Services
|
|
(a)
|
The
Company assumes the exclusive management and implementation of
the
Services in the Building for the duration of the Agreement, as
set out in
clause 8 hereof, and the Lessee agrees and conveys to the Company
the
management and implementation of the Services for the duration
of the
Agreement exclusively, and undertakes not to effect the Services
itself or
through others.
|
|
(b)
|
The
Company will be entitled, from time to time, at its discretion,
to
determine the volume, type, quality of the Services and such part
of which
as are supplied to the Building and/or certain parts thereof, if
at all,
including the time and manner of the supply and duration
thereof.
|
|
(c)
|
The
management and implementation of the Services will be effected
by the
Company independently and/or by others and/or partly independently
and
partly by others, all at the discretion of the Company. Without
derogating
from the foregoing, it is hereby agreed that the Company may enter
into
contracts, from time to time, with any body in relation to the
provision
of maintenance services to the systems, installations and areas
in the
Building, all in accordance with the economic viability for the
Company on
the one hand, and the assurance of the quality of the service,
on the
other.
|
|
4.
|
The
Lessee agrees in advance that the Company will, from time to time,
determine rules and instructions in connection with the management
and
implementation of the Services as it deems fit, and vary the same
from
time to time. The Lessee undertakes to act in accordance with such
instructions, so long as they are not expressly contrary to the
provisions
of this Agreement and do not prejudice its reasonable use of the
Premises.
|
|
5.
|
For
the purpose of managing and implementing the Services as set out
in this
Agreement, the Company may maintain an office in the Building and
may
employ a team of technical, professional, administrative and other
employees for the purpose of carrying out the works involved in
managing
and implementing the Services, and will further be entitled to
manage and
implement the Services in whole or in part by means of contractors,
sub-contractors or through such other method as it will deem fit,
including employing in a full or partial position, according to
a special
contract or on such conditions as it will deem fit, the service
-
providers, as required.
|
|
6.
|
The
Lessee hereby undertakes:
|
|
(a)
|
To
be bound to the Company in all matters pertaining to the management
and
implementation of the Services according to this
Agreement.
|
| (b) |
That
it and its successors and assigns will co-operate with the Company
and
assist it in all those cases where such co-operation or assistance
will be
required in order to enable the regular and good management and
implementation of the
Services.
|
|
(c)
|
To
authorise the Company and its successors to enter upon the Premises
in
order to carry out the works related to the management and implementation
of the Services, regardless of whether those works will be effected
for it
or for another tenant or purchaser, or for the purpose of making
repairs
that will be required in the other areas of the Building, and,
inter alia,
to open walls, floors, ceilings and other parts, replace and repair
installations and plumbing and make connections thereto, carry
out any act
that will be required at the discretion of the Company, in order
to
perform its undertakings under this Agreement, and the Lessee will
have no
claim against the Company in respect of the disturbance that will
be
caused to it as a result thereof. In the case of any such act,
the Company
will endeavour to ensure that the disturbance to the Lessee will
be as
minimal as possible, and that the state of the Premises will return
to
what it was previously, as quickly as
possible.
|
|
(d)
|
To
notify the Company of any malfunction necessitating any action
on the part
of the Company.
|
|
(e)
|
The
Lessee is aware that this Agreement will be registered at the time
and
when it is enabled in the Land Registry, either by the inclusion
thereof
within the scope of the Rules of the Co-operative House of the
Company or
by the registration of a caution to the effect that it exists and
is
binding, or through such other method as the Company at its discretion
will decide.
|
| 7. |
Expenses
of Managing and Implementing the
Services
|
|
(a)
|
The
Lessee undertakes to bear, jointly with the remaining tenants and/or
purchasers of the Building, all the expenses involved in the management
and the implementation of the Services, including the financing
costs
involved in implementing the Services (hereinafter: “the Basic Expenses”)
with the addition of management fees at the rate of 15% of the
Basic
Expenses (hereinafter: “the Management Fees”). The Basic Expenses with the
additional management fees will be hereinafter called the
“Expenses”.
|
|
(b)
|
The
Lessee’s share of the total Expenses will be set in accordance with a
formula to be prepared by the Company subject as set out below.
In
dividing the Expenses between the tenants and/or the purchasers
of the
Building, the Company will act as
follows:
|
|
(1)
|
Calculate
the proportionate share of the Lessee in the Expenses (hereinafter
- “the
Proportionate Share”), by dividing the area of the Premises by the higher
of the two following:
|
| (a) |
The
total area which has been leased and/or actually sold in the
Building.
|
| (b) |
80%
(eighty percent) of the total areas in the Building which are designated
for sale and/or leasing.
|
|
There
will be added to the share of the Lessee in the Expenses, Linkage
Differentials (as defined in clause 3(a) of the Agreement of Lease,
mutatis mutandis) the Base CPI for the calculation thereof being
the CPI
published on the 15th
of
the month preceding the date of the notice of
demand.
|
|
The
Lessee will not be entitled to appeal its share in the Expenses
or any
information used as a basis for calculating its share in the Expenses,
and
may similarly not appeal the date that will be fixed by the Company
for
the payment thereof.
|
|
(2)
|
It
is hereby agreed that the Company will be entitled to vary the
formula for
dividing the Expenses and determine another rate between the areas
having
a different character or use in the
Building.
|
|
(3)
|
All
the equipment that will be purchased by the Company in order to
provide
the Services out of the funds of the tenants and/or the purchasers,
will
only be used for providing the Services under this Agreement. The
Company
may, at its discretion, decide on the form of the acquisition of
the
equipment. The financing expenses, to the extent there are any
will
constitute part of the Expenses.
|
|
(4)
|
The
Expenses will be paid by the Lessee and the other tenants and/or
purchasers pursuant to that stated in sub-clause (b)(1)
above.
|
|
(5)
|
The
Lessee undertakes to pay to the Company in advance, on the 1st
day of each month, its share in the Expenses according to the Company’s
estimate.
|
| (c) |
Cancelled.
|
|
(d)
|
The
Direct Debit mentioned in clause 3(c) of the Agreement of Lease
will be
used to facilitate the collection of the Lessee’s share in the
Expenses.
|
|
(e)
|
The
Lessee hereby undertakes to pay to the Company the payments mentioned
above, whether or not it has made use of the
Premises.
|
|
(f)
|
During
a period that will not exceed 6 (six) months from the end of each
calendar
year, the Company will prepare a final account of the Expenses
in such
calendar year (hereinafter - “the Annual Statement”) and furnish a copy of
such Statement to the Lessee, if it requires this. For the purpose
of
preparing the Annual Statement, all the income and expenses will
be linked
to the Consumer Price Index, on the basis of the last known Indices,
on
the date of the making of the income is made or the Expenses incurred.
The
adjusted Annual Statement, audited and approved by the Company’s auditors,
will constitute conclusive evidence of the amount of the Expenses,
and the
charge of the Lessee’s payment in the Expenses,
thereunder.
|
|
(g)
|
The
Lessee hereby undertakes to pay the Company the differences (if
any)
between the sums paid by the Lessee on account of its share in
the
Expenses and its share of the Expenses as determined in the Annual
Statement. The payment will be made within 7 days of the date on
which the
Company submits the Annual Statement to the Lessee. If the differences
are
to the credit of the Lessee, its account will be credited
accordingly.
|
|
(h)
|
The
Lessee will pay the Company Value Added Tax on each payment it
owes
pursuant to this Agreement, together with such payment, at such
rate as
will apply on the date of actual payment, and receive a lawful
VAT invoice
from the Company.
|
|
(i)
|
As
regards the first calendar year: the Company will be entitled,
at its
discretion, to submit an Annual Statement relating to the period
commencing on the Operative Date and terminating at the end of
such year
or add the Annual Statements relative to such period to the ensuing
calendar year.
|
| 8. |
Term
of the Agreement
|
|
(a)
|
The
Company undertakes to effect and manage the Services as from the
date of
the delivery of the Premises to the Lessee pursuant to the Agreement
of
Lease, save that in no case will the Company be bound to start
managing
the Services and the implementation thereof prior to the date on
which the
possession of the Common Property of the Building has been delivered
by
the contractor / contractors performing the construction work of
the
Building.
|
|
(b)
|
The
Company may (at its choice) cease providing the Services and/or
any part
thereof and/or cease the management of the Services and the implementation
thereof in whole or in part by giving written notice to that effect
to all
the tenants of the units in the Building or the purchasers thereof,
at
least 3 months in advance. In the event of such notice by the Company
of
the termination of the management of the Services and the implementation
thereof in their entirety, the Company will determine the principles
and
the measures that will be taken in order to continue the management
of the
Company’s Building.
|
|
(c)
|
Without
derogating from that stated in sub-clause (b) above, the tenants
and/or
the purchasers of 75% of all the areas in the Building designated
for
leasing and/or sale are entitled, by instrument in writing signed
by them,
to notify the Company that they do not wish to maintain any particular
service out of those provided by the Company at such time. In such
a case,
the Company will cease supplying such service three months after
receiving
such notice, provided that if the Company will be of the opinion
that such
service is essential to the maintenance of the Building, it will
be
entitled to turn to the managing director of the Company and obtain
his
determination in connection therewith. For the avoidance of any
doubt it
is hereby clarified that any service the supply of which has been
terminated in accordance with this clause above may not be provided
by the
tenants and/or the purchasers or supplied by them personally or
by any
company or other body whatsoever. For the avoidance of any doubt
with
respect to the areas of the Building designated for leasing and/or
sale,
and which have not been leased or sold, the Company will, for the
purpose
of that stated in sub-clause (c) above and (d) below, be deemed
to be a
tenant of such areas.
|
|
(d)
|
Tenants
and/or purchasers of at least 75% of all the areas in the Building
designated for leasing and/or sale may, by instrument in writing
signed by
them that will be submitted to the Company, request the supply
of a
service that is not included amongst those provided by the Company
at such
time. The Company will give notice to the tenants and/or the purchasers
within 30 days of receiving their request as above if it is possible
to
provide the additional services and, if so, the date from which
these
services will be provided, and the estimated costs thereof. In
the event
of the Company deciding that a particular service will not be provided
by
it, the tenants and/or purchasers of at least 75% of all the areas
in the
Building as mentioned above will be entitled to enter into a contract
with
a third party for the purpose of providing the service. Any such
contract
will be brought to the knowledge of the Company prior to the making
thereof. The Company will be entitled to prevent such contract
taking
place if it believes that the same could harm the Company and/or
the
remaining tenants and/or users of the
Building.
|
|
(e)
|
Any
modification to the Expenses (if required), resulting from a termination
of any of the Services or the additional services mentioned above,
will be
fixed by the Company at its sole discretion and the Lessee will
bear any
addition to the Expenses that will be fixed as a result
thereof.
|
|
9.
|
The
Lessee undertakes to bear all the commitments applicable to it
under this
Agreement as from the date of the delivery of the Premises to it,
in
accordance with the Agreement of Lease as above, or as from the
earliest
date prescribed in that respect in the Agreement of the
Lease.
|
|
10.
|
Value
Added Tax
|
|
Any
sum that the Lessee is required to pay or deposit will bear Value
Added
Tax pursuant to the lawful rate thereof on the date of payment
or deposit.
The parties agree that the Company will be entitled to round up
the
amounts which the Lessee is liable to pay or deposit under this
Agreement
or by law, to the nearest whole shekel. Payment of the value added
tax
will be made on the date prescribed for the making of any payment
or
deposit out of those payments or deposits enumerated in this Agreement,
and against a VAT receipt.
|
|
11.
|
Transfer
of the handling of the Service
Management
|
|
If
the Company decides to transfer the handling of the management
of the
services and the implementation thereof with everything that that
entails,
including all its rights and obligations under this Agreement,
to a third
party, it must receive from such third party, prior to the transfer,
an
instrument under which the third party assumes the performance
of all the
Company’s undertakings under this
Agreement.
|
|
12.
|
Delay
in payments
|
|
(a)
|
In
the event of the Lessee failing to punctually pay any payment due
or
becoming due from it to the Company under this Agreement and/or
commits a
breach of any of the conditions of this Agreement, the Company
may,
without derogating from its right to any other lawful relief, at
its
election, take one or more of the following
steps:
|
|
(1)
|
Suspend
in its entirety or in part the management and implementation of
the
Services provided to the Lessee.
|
| (2) |
Demand
an injunction or mandatory
order.
|
|
(3)
|
To
act by such other method as is conferred upon it by law, including
rescinding this Agreement, rescinding the Agreement of Lease with
the
Lessee and evicting the Lessee from the
Premises.
|
|
(b)
|
It
is agreed by the parties in respect of any sum that the Lessee
fails to
punctually pay (hereinafter - “the Arrears”) the Lessee will be bound to
pay the Company, in addition to the Arrears, Linkage Differentials,
the
method of calculation of which is set out below (the Arrears +
the Linkage
Differentials being hereinafter called - “the Estimated Debt”). The
Estimated Debt will bear interest at the rate of 10% per annum
(hereinafter - “the Annual Interest”), from the date of the creation of
the debt until the Operative Date, (as hereinafter defined). In
this
clause:
|
| CPI - |
means
the Consumer Price Index, including food and vegetables published
by the
Central Bureau of Statistics. If the Base CPI is replaced or the
system of
calculation and making thereof is replaced or if it is published
by
another body other than the above Bureau, the Company will make
the
calculation of the increase in the CPI for the purposes of this
clause,
having regard to such changes.
|
| TheBaseCPI - |
means
the last CPI published before the payment date of each of the sums
which
the Lessee has undertaken to pay as set out in this Agreement and
which
has not been paid on due date.
|
| NewCPI - - |
the
last CPI known on the first of that month in which the payment
is actually
made (hereinafter - “the Operative
Date”).
|
| Linkage Differentials - |
the
difference between the New CPI and the Base CPI, divided by the
Base CPI
and multiplied by the Arrears.
|
|
If
the actual payment of the Arrears has been made on a day following
the
Operative Date but will be made by the last date in the month of
the
payment (inclusive) (hereinafter - “the Actual Payment Date”), daily
interest at the rate fixed from time to time in the month of payment
in
unauthorised drawings in overdraft accounts in Bank Leumi le-Israel
BM,
will be added to the Estimated Debt from the Operative Date until
the date
of actual payment.
|
|
Each
payment paid by the Lessee to the Company in respect of the debt
in
arrears will be divided and apportioned ratably against the components
of
the debt in arrears, namely, the component of the daily interest,
component of the annual interest, component of the Linkage Differentials
and the component of the Arrears.
|
|
If
such payment is insufficient to cover the full amount of the Lessee’s debt
to the Company on the date of actual payment, the provisions as
set out in
the first passage of this clause above will apply with respect
to the
balance of the Arrears that has not been discharged as
above.
|
|
(c)
|
It
is declared and agreed between the parties that in addition to
all the
remedies prescribed in this Agreement and by statute, the Lessee
will be
bound to pay the Company, in addition to the Arrears, all the
expenses
that the Company will incur in relation to the legal handling
against the
Lessee in connection with any hearing or legal claim or act in
the
Execution Office, including legal fees of the lawyers which the
Company
has commissioned with the handling (hereinafter - “the Legal
Costs”).
|
|
For
the removal of any doubt the Lessee will be bound to reimburse
the Company
for all the expenses that have been incurred by the Company in
respect of
filing any legal action and/or taking execution steps even if such
expenses have not been approved for payment by the court or the
Execution
Office, for any other reason. The expenses enumerated in this sub-clause
will be included in the Legal Costs of the Company and similarly
be
governed by the provisions of sub-clauses (d) and (e)
hereof.
|
|
(d)
|
The
Lessee will pay the Company the Legal Costs immediately after the
dispatch
of a written demand, together with linkage and interest as specified
in
this clause above, from the date of the dispatch of the demand
letter
until the actual payment.
|
|
(e)
|
The
parties agree that the Company’s documents will serve as prima facie and
conclusive evidence of the amount of the Legal
Costs.
|
| 13. |
Lessee’s
liability to effect payments
|
|
The
refusal or unwillingness of the Lessee to accept any Service or
its wish
to discontinue the management and implementation of the Services
in
respect of the Premises in its entirety or in part and/or terminate
the
management and implementation of the Services by the Company, will
not
release the Lessee from the obligation of participating in all
the
Expenses and Management Fees pursuant to the conditions of this
Agreement.
|
|
14.
|
No
setoff of payments
|
|
The
parties agree that the amounts that they owe or will owe to one
another in
respect of this Agreement or for any other reason, will not be
capable of
being set off.
|
|
15.
|
Representation
of the Co-operative House
|
|
The
Lessee hereby agrees that for the entire duration of the term of
the
Agreement, the Company or persons who will be appointed by it will
act as
the “representation of the
|
|
Co-operative
House” pursuant to section 65 of the Land Law (hereinafter - “the Land
Law”) 5729 - 1969, and, to the extent necessary, will support such
appointment.
|
|
16.
|
Expenses
of the Agreement
|
|
The
Lessee undertakes to bear the stamp duty expenses of this Agreement
as
required by law, or such other tax or fee that will be collected
in
respect thereof in the future.
|
| 17. |
Delivery
of notices
|
|
All
notices which the parties to this Agreement are required to give
to one
another will be regarded as having been delivered 48 hours after
the
dispatch thereof by registered mail from a post office in Israel
to the
addresses of the parties as set out in this
Agreement.
|
|
Delivery
of notice at the Premises to the Lessee or its employee or the
affixation
of the notice on the door of the Premises will be deemed to be
lawful
service on the Lessee.
|
|
In
addition to the foregoing, the parties will be entitled to send
notices to
one another by messenger, in which case the date appearing in the
delivery
Form signed by the messenger will be deemed to be the date of delivery
of
the notice dispatch by facsimile notice will be deemed by a messenger
on
the day of dispatch.
|
|
The
address of the parties as set out in the Agreement of Lease will
similarly
be regarded as their address for the purpose of service of
process.
|
|
18.
|
General
|
|
All
the provisions of this Agreement are in addition to and do not
detract
from the provisions of the Agreement of Lease that has been signed
between
the Company and the Lessee.
|
In
witness whereof the parties have set their hands at the time and place first
above written:
Mivneh
Taasiya Ltd. (signed) Net
2
Wireless Israel Ltd. (signed)
__________________ ________________Nehemiah
The Company The
Lessee
Appendix
D - Plan of the Premises
Appendix
D - Plan of the Premises (Continuation)
[Continuation]
Appendix
E’
(Clause
5(c) (1)
Bank
Guarantee
Date:
Mivneh
Taasiya Ltd.
0
Xxxxxxx
Xxxxxx, Xxxxxx House
Tel
Aviv
Dear
Sir/Madam
Re: Guarantee
No. _____ for the Agreement with___________________
We
hereby
guarantee to you the discharge of any sum that you will demand from us up
to the
aggregate sum of ______________ New Shekels (“the Principal of the Guarantee”),
together with the Linkage Differentials as hereinafter set out, that is are
or
will become due to you from ___________________, (hereinafter called - “the
Debtor”).
We
will
pay you from time to time, within 7 days of the date of receiving your demand
in
writing, any sum of the Principal of the Guarantee specified in your above
demand together with Linkage Differentials to be calculated as set out below,
without your being bound to substantiate your demand of first demand discharge
of such sum from the Debtor and on condition that the aggregate amount that
we
will pay you under this Guarantee will not exceed the Principal of the
Guarantee, plus Linkage Differentials.
With
respect to this Guarantee:
|
CPI
|
-
|
means
the Consumer Price Index, including food and vegetables published
by the
Central Bureau of Statistics. If the Base CPI is replaced or
the system of
calculation and making thereof is replaced or if it is published
by
another body other than the above Bureau, the Company will make
the
calculation of the increase in the CPI for the purposes of this
clause,
having regard to such changes.
|
|
|
The
Base CPI
|
-
|
means
the CPI known on __________, that is - _________
points.
|
|
|
New
CPI
|
-
|
the
last CPI that will be known on the date of receiving your demand
in the
Bank.
|
|
|
Linkage
|
|||
|
Differentials
|
-
|
The
difference between the New CPI and the Base CPI, divided by the
Base CPI
and multiplied by the Principal of the Guarantee.
|
This
Guarantee will automatically reduce from time to time to the extent of the
amount of the demand that has been paid - without Linkage Differentials -
and
the aggregate sum of the Principal of the Guarantee will be reduced on condition
that the aggregate sum according to the demand - without Linkage Differentials
-
will not exceed the aggregate amount of the Principal of the
Guarantee.
This
Guarantee is not conditional upon the validity of the Debtor’s liability towards
you.
This
Guarantee will remain in force until ________________ (inclusive) and will
be
automatically extended from time to time for an additional period of 6 months
unless you notify us in writing that this Guarantee is void or if we pay
you the
amount of the Guarantee. Any demand under this Guarantee must be in writing
and
reach the undersigned branch whose address is ______________.
Any
demand arriving after such date will not be entertained.
This
Guarantee is not assignable or transferable.
Yours
faithfully,
_______________________
Appendix
‘F’
Linked
Parking Places
|
Between
:
|
Mivneh
Taasiya Ltd.
|
| (hereinafter: “the Company”) |
| And: | The Lessee mentioned in the preamble to the Agreement of Lease |
| (hereinafter: “the Lessee”) |
|
1.
|
This
Addendum constitutes an integral part of the above-captioned Agreement
(hereinafter: “the Principal Agreement”) and all the terms thereof will be
construed within the meaning thereof in the Principal Agreements
unless
any other intention is implied.
|
|
2.
|
It
is agreed between the parties that the Company hereby leases to
the Lessee
199
parking places on the basement floor of the Building delineated
in green
on the Plan attached as Appendix D to the Agreement and 90
parking places on the ground floor of the Building delineated in
green on
the Plan attached as Appendix ‘D’ (hereinafter: “the Parking Places”).
Until 15/9/2000, the Lessee may give notice of its wish to lease
only 100
parking places of which 70 are on the basement floor and 30 on
the ground
floor.
|
|
3.
|
The
Lessee may place in the complex designated for the parking of each
vehicle
in the parking basement, an electronic
barrier.
|
|
The
Lessee will not be entitled to make use of the parking place for
any
purpose other than parking.
|
|
4.
|
In
consideration of the leasing of the Parking Places to the Lessee
for the
purpose specified in clause 3 above, the Lessee will pay the Company
parking rental (hereinafter: “the Parking Rental”) in the sum mentioned in
clause 6 of Appendix ‘A’ to the Principal Agreement. If the Lessee has
elected to reduce the number of parking places leased by it as
stated in
the last passage of clause 2 above, the Parking Rental will be
reduced in
proportion.
|
|
This
Parking Rental will be added to the Principal Rent undertaken to
be paid
by the Lessee to the Company pursuant to the Principal Agreement
and
Linkage Differentials will be added thereto, the calculation of
which will
be made as set out in the Principal Agreement, the Base CPI for
the
calculation thereof being the Base CPI mentioned in clause 7 of
Appendix
‘A’ to the Principal Agreement and VAT will similarly be added to
the
Parking Rental and such Linkage
Differentials.
|
|
5.
|
The
Lessee agrees that the Parking Rental will be treated for all purposes
as
rent and if the Lessee fails to pay the Company the Parking Rental
together with the Linkage Differentials and VAT on due date, this
will be
deemed as a breach of the Lessee’s undertaking to pay rent pursuant to the
provisions of the Principal
Agreement.
|
|
6.
|
The
Lessee declares that the Company is not and will not be responsible
by
virtue of this Addendum or by virtue of the Principal Agreement
or the
provisions of any law for any damage that may or will be caused
to the
vehicles at the time they are being parked in the Parking Place
and/or
when they are being moved to or from the Parking Place or the driver
thereof, and the Lessee waives all and any right of action against
the
Company which it has or may have in the
future.
|
|
The
Lessee declares and acknowledges that it is responsible for all
the damage
that will be caused as above to any of the vehicles, the driver
thereof
and to any passenger in the vehicles and/or to any third party
and that it
will procure suitable insurance
cover.
|
|
7.
|
The
Lessee declares and acknowledges that the Parking Rental undertaken
to be
paid by the Lessee under this Addendum is solely for the right
to use the
Parking Places in respect of parking
only.
|
In
witness whereof the parties have set their hands:
Mivneh
Taasiya Ltd. (signed) Net
2
Wireless Israel Ltd. (signed)
__________________ ________________Nehemiah
The
Company The
Lessee
Addendum
No. 1 - Liability and Insurance
Attached
to the Agreement dated 2/2/2000
(hereinafter - “the Principal Agreement”)
This
Addendum extends the Lessee’s liability under the Principal Agreement and also
overrides any provision in the Principal Agreement dealing with the insurance
and liability, and in the case of any divergence between the provisions of
the
Principal Agreement and those contained in this Addendum, the provisions
of this
Addendum will
prevail.
The
terms used in this Addendum will be construed in the same manner as they
are
construed in the Principal Agreement.
|
1.
|
Without
derogating from that stated in clause 10(a) of the Principal Agreement
and
in addition to the provisions thereof, it is agreed that the Lessee
will
be responsible for any loss, harm or damage to property or person
of any
kind whatsoever that will be caused to the Lessee and its successors
and/or to the Company and its successors and/or to any third party,
including, but without derogating from the generality of the foregoing
-
to the employees and/or suppliers and/or visitors of the Lessee
and/or to
the employees and/or successors of the Company following any act
or
omission of the Lessee and/or of its employees or its successors
and/or
following any act of the Lessee under this
Agreement.
|
|
2.
|
The
Lessee undertakes to compensate the Company immediately upon its
first
demand, for the full amount of the loss, harm or damage for which
the
Lessee is responsible as aforesaid, and that has been caused to
the
Company or in respect of which the Company has or may pay, and
for all the
costs borne by the Company or which it may bear in connection with
such
claim of loss, harm or damage, all without derogating from the
rights of
the Company under this Agreement and/or at law for any relief or
other
remedy. The amount of the compensation mentioned will be deemed
to be a
debt due to the Company from the Lessee under the provisions of
this
Agreement.
|
|
3.
|
3.1
|
Without
derogating from the liability of the Lessee under this Agreement
and at
law, the Lessee undertakes to arrange and maintain, for the entire
duration of the Principal Agreement, with a duly authorised and
reputable
insurance company, the following
insurances:
|
|
3.1.1
|
Extended
fire insurance of the insurer, for the full value, loss or damage
to the
contents and all the additions and renovations that have been added
to the
Premises and/or to the property of any kind whatsoever owned or
within the
responsibility of the Lessee and situated at or in the vicinity
of the
Premises (without derogating from such generality, including the
furnishings, equipment, installations and inventories of any kind
whatsoever) against the risks of fire, smoke, lightning, explosion,
tempest, storm, flooding, earthquakes, liquid and cracked pipes
damage,
damage by vehicles and/or hoisting instruments, damage by aircraft,
strikes and disturbances, malicious damage and burglary. The insurance
will include a clause whereby the insurer waives its right to subrogation
against the Company and its successors and/or against the tenants
and/or
other lessees (if the insurances include the same clause regarding
the
waiver of subrogation against the Lessee) provided such waiver
of the
right of subrogation will not apply for the benefit of any person
who has
caused damage maliciously.
|
|
3.1.2
|
Third
party liability insurance in respect of the liability by reason
of loss,
harm or damage to the person or property of any person and/or body
whatsoever. The Limit of liability will be not less than $10,000
multiple
by the area of the Premises in square meter, but in any case will
not be
less than $100,000 in respect of a single insurance event and in
the
aggregate during one insurance year period. The insurance will
not be
subject to any limitation concerning: fire, explosion, panic, hoisting
instruments, loading and unloading, contractors and sub-contractors,
defective sanitary appliances, poisoning, any harmful matter in
food or
drink, the making of additions and renovations in the Premises,
strike and
lockout as well as claims of subrogation on the part of the National
Insurance Institute. Such insurance will be extended to indemnify
the
Company in respect of its liability as owner of the Premises and
also in
respect of its liability for the acts and/or omissions of the Lessee,
subject to the cross-liability clause under which the insurance
will
deemed to have been made separately for each of the individuals
comprising
the assured.
|
| 3.1.3 |
Employers’
liability insurance in respect of the liability of the Lessee towards
the
persons employed by it to the limit of the customary and maximum
standard
liability in Israel on the date of making or renewing the insurance,
the
insurance not to include any limitation in regard to contractors
and
sub-contractors and their employees, the making of additions and
renovations in the Premises, bait and poisons, and the employment
of young
persons. The insurance will be extended to indemnify the Company
in the
event of its claiming, with respect to the occurrence of any work
accident, that it bears the duties of an employer towards any of
the
Lessee’s employees.
|
| 3.1.4 |
Consequential
loss insurance by reason of damage that has been caused to the
contents of
the Premises and/or the structure in which the Premises are situated,
for
the full value thereof, following the risks mentioned in clause
(3.1.1)
above, for an indemnity period of not less than twelve months.
The
insurance will include a clause regarding the waiver of the insurer
of the
right of subrogation against the Company and its successors and/or
against
the lessees and/or other tenants (if their insurances include the
same
clause regarding the waiver of a right of subrogation against the
Lessee)
provided such a waiver of the right of subrogation will not apply
for the
benefit of any person who has caused damage
maliciously.
|
The
above
insurances will include an express condition that they have priority to any
insurance made by the Company and that the insurer waives any demand or claim
regarding sharing of the Company’s insurances.
The
insurances will similarly include an express condition whereby the above
insurances will not be reduced nor cancelled for the duration of the term
of the
Principal Agreement, without at least 60 days’ prior notice having been given to
the Company by registered mail.
|
3.2
|
In
the event of the Lessee turning to the Company requesting to permit
prior
entry to the Premises and such authority has been granted to it
in writing
by the Company, then, without derogating from the remaining conditions
which may be imposed by the Company, the Lessee undertakes to perform
that
stated in clause 3.1 above as from the date of such prior entry,
the term
“prior entry” for the purpose of this clause meaning the placing of any
property in the Premises and/or the authority to effect additions
and
renovations in the Premises.
|
|
3.3
|
If,
in the Lessee’s opinion, it is necessary to make additional and/or
supplementary insurance to such insurances of the Lessee, the Lessee
undertakes to make and maintain such additional and/or supplementary
insurance, such additional or supplementary insurance to include
a clause
containing a waiver of the right of subrogation against the Company
and
its successors (and also against the other lessees and/or tenants
if their
insurances contain the same clause regarding a waiver of subrogation)
with
respect to property insurances and/or the name of the assured will
be
extended to include the Company, subject to a cross-liability clause
with
respect to liability insurances.
|
|
3.4
|
The
Company may, at its discretion, require the Lessee to furnish a
certificate of the making of the insurances mentioned in clause
3.1 above.
In such a case, the Lessee undertakes, within 7 days of such demand,
to
furnish the Company with the certificate confirming that such insurances
have been made, duly signed by its insurer. It is hereby expressly
agreed
that the making of the insurances, furnishing of a certificate
regarding
the insurance, the examination or non-examination thereof by the
Company
and/or by any person on its behalf, will not constitute any confirmation
of the conformity of the Lessee’s insurances to that which has been
agreed, or regarding the quality, validity, extent or absence thereof;
and
this will not impose any obligation whatsoever on the Company and/or
any
on the persons representing it and/or remove any liability whatsoever
from
the Lessee.
|
|
Without
any demand on the part of the Company, the Lessee undertakes to
re-deposit
the insurance certificates during every year of insurance before
the
expiry of the Lessee’s insurances or any of them, so long as the Principal
Agreement is in force.
|
|
On
each occasion that the Lessee’s insurer notifies the Company that the
Lessee’s insurances are about to be reduced or cancelled, as stated in
the
last passage of clause 3.1 above, the Lessee undertakes to reconstitute
the Lessee’s insurances and furnish a new certificate of insurance, 30
days prior to the date of such reduction or
cancellation.
|
|
3.5
|
It
is stipulated and agreed between the parties that the non-exercise
by the
Company of its right to receive such certificates mentioned in
clause 3.4
above will not be deemed to be a waiver on the part of the Company
with
respect to the duty to maintain the insurances and/or furnish the
insurance certificates.
|
|
4.
|
The
Lessee undertakes to strictly uphold all the terms of the Lessee’s
insurance, update the insurance amount in respect of the insurances
mentioned in clauses (3.1.1), and (3.1.4) above from time to time
in order
to always reflect the full value of the property insured thereunder,
and
fully and punctually pay the insurance
premiums.
|
|
5.
|
The
Company will make and maintain, for the entire duration of the
term of the
Principal Agreement, extended fire insurance insuring the loss
or damage
to the structure of the Premises (with the exception of additions
and
renovations added now or hereafter by the Lessee or its successors)
in the
full value thereof, and, without derogating from the generality
of the
foregoing, including against the risks of fire, smoke, explosion,
xxxxx,
xxxxxxx, flood, earthquake, damage by liquid, harm caused by vehicles
and/or hoisting instruments, harm by aircraft, disturbances, strikes,
malicious damage and burglary. Such insurance includes a waiver
clause by
the insurer of the rights of subrogation against the Lessee and
its
successors, provided such waiver of the right of subrogation will
not
apply for the benefit of a person who has caused damage
maliciously.
|
|
The
Company expressly exempts the Lessee from any liability for any
damage for
which the Company is entitled to indemnity under the above insurance,
and
will have no claim and/or demand against the Lessee in respect
of such
damage, subject to the proviso contained at the end of this clause.
The
exemption from liability will not apply in favour of any person
that has
caused damage with malicious
intent.
|
|
The
Lessee will, in respect of any insurance event caused and which
is insured
under the policy in consequence of any of the circumstances described
in
clause 10 of the Principal Agreement and/or under clause 1 of this
Addendum above, bear the amount of the deductible according to
such policy
on condition that the Lessee’s deductible in respect of any such insurance
event will not exceed the amount equal to the area of the Premises
multiplied by $10 per square meter, or the sum of $22,000 - whichever
is
the lower.
|
|
6.
|
The
Lessee hereby expressly exempts the Company and the other lessees
and/or
tenants (if their agreements contain the same exemption against
the
Lessee) from any liability for damage for which it is entitled
to
indemnity under the insurances mentioned in clauses (3.1.1) and
(3.1.4
above, or for which it would have been entitled to indemnity had
not been
for the deductible specified in that insurance, and will have no
claim or
demand against the above in respect of such damage. The exemption
from the
liability will not apply in favour of any person who has caused
damage
with malicious intent.
|
|
Notwithstanding
the foregoing, it is agreed that the Lessee will be entitled not
to effect
any loss of profits insurance as mentioned in clause (3.1.4) above,
save
that the exemption mentioned above will apply as if such insurance
had
been made.
|
|
Without
derogating from the Lessee’s liability set out in this Addendum above, it
is agreed between the parties that in respect of the insurances
mentioned
in clause 5 above, the Lessee will bear the amount specified in
clause 17
of Appendix ‘A’ to the Agreement, on the 1st
day of every three months (hereinafter - “the Insurance
Expenses”).
|
|
There
will be added to the Insurance Expenses Linkage Differentials the
calculation of which will be made as mentioned in clause 3(a) of
the
Principal Agreement, mutatis mutandis, in accordance with that
stated
above in this clause.
|
|
The
due reimbursement of the Insurance Expenses will be treated as
payment of
rent for all purposes, including the obligation to pay payments
of
interest and linkage in respect of the arrears in payment of the
Insurance
Expenses. Value Added Tax at the lawful rate will be added to the
Insurance Expenses, Linkage Differentials and, where appropriate,
to the
interest also, and that tax will apply to the Lessee and will be
paid by
it together with the payment to which the VAT
relates.
|
|
If
the Company will be required by its insurer to pay it additional
sums over
and above that payable by it at the time of the signature of this
Addendum, in respect of the insurances mentioned above, then the
Company
may charge the Lessee additional sums equal to the Lessee’s proportional
percentage of all the Insurance Expenses mentioned above, and the
Lessee
undertakes to pay the Company such additional sums on the first
of the
month following the date of the insurance company’s demand or on such
later date as will be determined by the
Company.
|
|
The
addition will be fixed according to the rate of the increase between
the
Insurance Expenses which the Company will become liable to pay
to its
insurer, and the Expenses paid by the Company prior to the increase
thereof. Upon the occurrence of the foregoing, the Company will
furnish to
the Lessee, upon its demand, a written certificate of the Company’s
auditor of the amount of the increase in the Insurance Expenses
and the
determination by the auditor will be of binding effect against
the
Lessee.
|
|
8.
|
The
Lessee may inspect the copy of the insurance policy issued to the
Company
at the Company’s offices in Tel Aviv, and at each of its branches, after
prior arrangement.
|
|
9.
|
For
the removal of any doubt, it is agreed by the parties that the
insurance
benefits receivable by the Company under the insurance policy made
by the
Company as mentioned in clause 5 above, will be paid to, and belong
solely, to the Company.
|
|
10.
|
The
stamp duty costs of this Addendum will be borne and paid by the
Lessee.
|
In
witness whereof the parties have set their hands:
Mivneh
Taasiya Ltd. (signed) Net
2
Wireless Israel Ltd. (signed)
__________________ ________________Nehemiah
The
Company The
Lessee
Appendix
to Addendum No. 1: Lessee’s Insurance Certificate
Date:
____________
Mivneh
Taasiya Ltd.
(hereinafter:
“the Company”)
0
Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx
Xxx
Xxxx
Dear
Sir/Madam,
|
Re:
|
Insurance
certificate according to the
Addendum
|
|
To
the Agreement dated 2/2/2000
(hereinafter: “the Agreement”)
|
|
Between
you and Net
2 Wireless Israel Ltd.,
(hereinafter: “the Lessee”)
|
We
hereby
confirm that commencing from _______________, we have effected in the name
of
the Lessee, the following insurances pursuant to that stated in Addendum
No. 1 -
Liability
and Insurance
attached
to the Agreement.
|
1.
|
Extended
fire insurance insuring, in the full value thereof, loss or damage
to the
contents of the Premises and/or the additions and renovations added
to the
Premises and/or to property of any kind owned or within the responsibility
of the Lessee, in its full value and situated at or in the vicinity
of the
Premises (without derogating from the generality of that stated
-
including the furnishings, equipment, installations and inventories
of any
kind whatsoever) against the risks of fire, smoke, lightning, explosion,
xxxxx, xxxxxxx, flood, earthquake, damage by liquid burst pipes,
damage by
vehicles and/or hoisting instruments, damage by aircraft, riots,
strikes,
malicious damage and burglary.
|
|
This
insurance includes a waiver clause by the insurer of the right
of
subrogation against the Company and its successors and/or against
the
other lessees and/or tenants (if their insurances include a parallel
clause concerning a waiver of the right of subrogation against
the Lessee)
provided such waiver of the right of subrogation will not apply
in favour
of any person who has caused malicious
damage.
|
|
Insurance
amount: $ _____________
|
|
2.
|
Third
party liability insurance in respect of the liability by reason
of loss,
harm or damage to the person or property of any person and/or body
whatsoever.
|
|
The
insurance is not subject to any limitation regarding: fire, explosion,
panic, hoisting, loading and unloading instruments, contractors
and
sub-contractors, defective sanitary installations, poisoning, any
harmful
thing in food or drink, the making of any additions and renovations
in the
Premises, strike and lockout and claims of subrogation on the part
of the
National Insurance Institute.
|
|
This
insurance has been extended to indemnity the Company in respect
of its
liability as the owner of the Premises and also in respect of its
liability for the acts and/or defaults of the Lessee, subject to
the
cross-liability clause whereby the insurance is deemed to have
been made
separately for each of the individuals comprising the
assured.
|
|
Limit
of liability: $ _______________ per event, cumulative for the
annual
insurance period.
|
|
3.
|
Employers’
liability insurance in respect of the Lessee’s liability towards those
employed by it with the limit of the standard maximum customary
in Israel
on the date of making or renewing the insurance, the insurance
not
including any limitation regarding contractors and sub-contractors
and
their employees, the making of additions and renovations in the
Premises,
bait and poison and the employment of young persons. The insurance
is
extended to indemnify the Company in the event of it being pleaded,
with
respect to the occurrence of any work accident, that it bears the
duties
of an employer towards any of the Lessee’s
employees.
|
|
Limit
of liability: $ ____________ per claimant, $ ________ per event
and $
____________ cumulatively for the annual insurance
period.
|
|
4.
|
Consequential
loss insurance by reason of damage caused to the contents of the
Premises
and/or the structure in which the Premises are situated, in the
full value
thereof following the risks mentioned in clause (1) above, for
an
indemnity period that will be not less than 12 months. The insurance
includes a waiver clause of the insurer of the right of subrogation
against the Company and its successors and/or any other lessees
and/or
tenants (if their insurances include a parallel clause regarding
the
waiver of the right of subrogation against the Lessee) provided
such
waiver of the right of subrogation will not apply in favour of
any person
who has caused malicious damage.
|
|
Insurance
amount: $ _______________
|
We
hereby
certify that all the above insurances have priority as against any insurance
made by the Company and that we waive any demand or claim regarding sharing
in
the Company’s insurances.
We
further certify that the above insurances will not be limited nor cancelled
for
the duration of the term of the Agreement, unless 60 days’ notice at least will
have been received to that effect by registered mail in advance.
Subject
to the terms and exceptions of the original policies to the extent they have
not
been expressly varied by this Certificate.
Yours
faithfully,
________________
________________ ________________ ________________
(Insurer’s
stamp) (Insurer’s
signature) (Signatory’s
name)
(Position)
Appendix
‘A’ - To the Addendum to the Agreement dated 2/2/2000
(Agreement
No. 1-03-1198-3)
|
Particulars
of the Premises
|
||
|
Name
of Lessee
|
: Net
2
Wireless Israel
|
|
|
Address
of the Premises
|
: 12
Ha’amal Street, Rosh Haayin
|
|
|
No.
of Premises
|
: 137.002.01+11+21+31
|
|
|
Type
of Premises
|
: Office
and hi-tech Building
|
|
|
A.
|
In
this Agreement:
|
| 1. |
“Land”
- means
the land having an area of 15,622
square meters and known as Parcel 527-8
in
Block 8863.
|
|
2.
|
“Building”
means the western building having an area of 14,473 square meters
of the 2
buildings erected on the Land each of which will comprise 4
floors each.
|
|
3.
|
“The
Premises” - means all the western building comprising the ground
+ first + second + third
floors, and numbered 137.002.01+11+21+31
and having an area of 14,
473
square meters (gross external measurements plus a proportionate
to part of
the Common Property designed for the use of all or part of the
users of
the Building) and 199
parking places on the basement floor and 90
parking places on the ground floor pursuant to that stated in Appendix
“F”
of the Principal Agreement (all jointly hereinafter called: “the
Premises”).
|
|
4.
|
“Purpose”
- hi-tech offices as the only use.
|
|
5.
|
“The
Lease Term” commencing on 15/8/2000
in
the part constituting one moiety of the three lower floors of the
Premises
(hereinafter: “the First Section”); commencing from 15/11/2000
in
the part constituting the second moiety of the three lower floors
of the
Premises (hereinafter: “the Second Section”) and commencing on
15/12/2000
in
the part constituting the fourth and upper floor of the Premises
(hereinafter: “the Third Section”) and expiring on 31/12/2010
(hereinafter: “the Expiry Date of the
Lease”).
|
|
a.
|
The
Company undertakes to allow the Lessee to enter the First Section
for the
purpose of commencing the implementation of adaptation works, by
not later
than 15/6/2000 (hereinafter: “the First Delivery Date for Adaptations”).
The Company undertakes to enable the Lessee to enter the First
and Third
Sections after two months and after four months from the First
Delivery
Date for Adaptations, respectively (hereinafter: “the Second Delivery Date
for Adaptations” and “the Third Delivery Date for Adaptations”). In
respect of each delay of delivery of the Premises or part thereof
for
adaptations on any of the three dates specified above (hereinafter:
“the
Delay Period”), the Company will compensate the Lessee by canceling the
Rent of such section of the Premises according to this Agreement
for a
delay of the same duration as the Delay Period and commencing on
the date
of the commencement of the Lease Term in respect of such section
of the
Premises stated in clause 6 hereof.
|
|
In
respect of each day of delay in delivering the Third Section for
habitation (hereinafter: “the Lease Commencement Date of the Third
Section”) the Company will compensate the Lessee by canceling the rent
of
the Third Section mentioned in clause 6 hereof for a period of
the same
duration as the Delay Period and commencing on the Commencement
Date of
the Lease Term of the Third Section mentioned
above.
|
|
b.
|
The
Lessee may terminate the Lease Term on 31/12/2005 if it gives notice
thereof to the Company in writing 90 days in
advance.
|
|
c.
|
The
Lessee may terminate the Lease Term on 31/12/2003 if it gives notice
thereof to the Company in writing 90 days in advance. If the Lessee
has
elected to do so, it will pay the Company an amount in New Shekels
equal
on the date of giving such notice to four months of the lease and
rental
for parking. Such payment will be paid within 30 days of the date
on which
the Lessee vacates the Premises.
|
|
d.
|
The
Lessee may notify the Company up to 6 months before the expiration
of the
Lease Term of its wish to extend the Lease Term for further terms
of 5
years each, but not exceeding 15 years (hereinafter: “the Further Lease
Term”). Upon receipt of such notice by the Company, the terms of the
Lease
will be set, including the rent and payment of rental for the parking
(hereinafter: “the Price”)
with the agreement of the parties. If the parties fail to reach
an
agreement, an appraiser agreed on by the parties will be appointed
to set
the Price for the whole of Further Lease Term and his determination
will
be binding upon the parties.
|
| 6. |
“The
Principal Rent” - the principal rent and rental for the parking for each
month in respect of the Premises is:
|
“Rental
for
the
Parking” -
|
NIS
for the rental -
|
NIS
for the parking
|
Commencing
from
|
15/8/2000
|
Until
|
31/12/2000
|
|
|
NIS
for the rental -
|
NIS
for the parking
|
Commencing
from
|
1/1/2001
|
Until
|
14/4/2001
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
15/4/2001
|
Until
|
31/12/2002
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2003
|
Until
|
31/12/2004
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2005
|
Until
|
31/12/2006
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2007
|
Until
|
31/12/2008
|
|
|
NIS
for the Lease -
|
NIS
for the parking
|
Commencing
from
|
1/1/2009
|
Until
|
31/12/2010
|
| 7. |
“The
Base CPI” - the
CPI published on 15/1/2000
and which stood at 106.6
points.
|
| 8-10 |
Cancelled.
|
11. “Bank
Guarantee” - the
amount of the autonomous bank guarantee is the sum of NIS
_________ on the date of the delivery of the entire Premises for adaptations,
but not before 15/6/2000.
|
12.
|
“Permitted
floor
loading”- 1000
kilograms per square meter on the ground floor, 500
kilograms per square meter on floors 1, 2 and
3.
|
| 13. |
Cancelled.
|
| 14. |
“The
Electricity
Connection”
-
having
an output of 400
amps, triple-phase on each floor
separately.
|
| 15. |
Cancelled.
|
| 16. |
Cancelled.
|
| 17. |
“Insurance
Expenses”
-
NIS
_______ every three months.
|
| 18. |
“Exclusive
Jurisdiction”
-
the
competent court in the Tel
Aviv
District.
|
|
19.
|
The
particulars of the Lessee that will appear in the direction signs
or means
of publication in the building are: Net
2 Wireless Ltd.
|
________________________ ____________________________
Mivneh Taasiya Ltd. (signed)
Net
2
Wireless Israel Ltd. (signed)
The Company The
Lessee
Addendum
No. 2 to the Agreement of Lease No. 1-03-1198-03 of
2/2/2000
Between:
Mivneh
Taasiya Ltd.
(hereinafter:
“the Company”)
And: Net
2
Wireless Israel Ltd.
(hereinafter:
“the
Lessee”)
| WHEREAS |
An
Agreement of Lease was signed between the parties on 2/2/2000
(hereinafter: “the Principal Agreement”) including the Addenda thereto
whereby the Lessee leased a unit in a Building numbered 137.002.01+11+21+31
and having an area of 10,
000
square meters situated in the Rosh Ha’ayin Industrial Zone, and known as
Tarshish
House
(hereinafter: “the Premises”); and
|
| WHEREAS |
the
Lessee was granted an option according to clause 6A (a) of the
Principal
Agreement to lease additional areas in the west wing of the building
whereby that wing of the building will be leased in its entirety
to the
Lessee (hereinafter: "the Additional Premises”); and
|
| WHEREAS |
the
Company declares and warrants that notwithstanding the provisions
contained in clause 6A (b) of the Principal Agreement, the west
wing
building will comprise of 4 floors, the construction thereof is
being
effected pursuant to the approval of the Mayor of Rosh Ha’ayin
collaterally with the submission of all the plans required for
the final
approval of the planning authorities and the aggregate area of
the west
wing building will be 14, 473 sq. m.(gross).
|
It
is therefore declared, stipulated and agreed as follows:
| 1. |
The
preamble to this Addendum constitutes an integral part
hereof.
|
| 2. |
The
Lessee hereby exercises the option mentioned in clause 6A(a) of
the
Principal Agreement .
|
| 3. |
Appendix
‘A’ to this Addendum will replace Appendix ‘A’ to the Principal Agreement
thereof.
|
In
witness whereof the parties have set their hands:
________________________ ____________________________
Mivneh Taasiya Ltd. (signed)
Net
2
Wireless Israel Ltd. (signed)
The Company The
Lessee
Addendum
No. 3 to the Agreement of Lease No. 1-03-1198-03 of
2/2/2000
Made
and Signed on 28/3/00
Between: Mivneh
Taasiya Ltd.
Of
0
Xxxxxxx Xxxxxx
Xxx
Xxxx
Tel.
00-0000000, Zip code 68012
(hereinafter:
“the Company”)
And: Net
2
Wireless Israel Ltd.
Corporate
No. 00-0000000
(hereinafter:
“the
Lessee”)
| WHEREAS |
An
Agreement of Lease was signed between the parties on 2/2/2000
(hereinafter: “the Principal Agreement”) whereby the Lessee leased part of
a Building situated in the stages of construction in the Rosh Haayin
Industrial Zone, and known as Tarshish
House
(hereinafter: “the Premises”); and
|
| WHEREAS |
The
Premises are to be delivered to the Lessee to a level of finish
in the
form of a “Shell” as defined in the Principal Agreement;
and
|
| WHEREAS |
The
Lessee is desirous of the Company effecting Adaptations (as defined
in
this Amendment) in the Premises;
|
It
is therefore stipulated and agreed as follows:
| 1. |
Preamble
|
| (a) |
The
preamble to this Addendum constitutes an integral part
hereof.
|
|
(b)
|
The
headings to the clauses in this Addendum are for convenience only,
and are
not part of the Addendum.
|
|
(c)
|
All
the Appendices and Addenda to this Addendum constitute an integral
part
thereof.
|
|
(d)
|
Upon
the signature hereof, all declarations and/or undertakings and/or
representations made by the parties prior to the signature hereof
are null
and void.
|
| 2. |
Definitions
|
| “Adaptation Works” - |
the
adaptation works that will be planned by the Lessee at the Premises
and be
executed by the Company, as set out in the adaptations specification
to be
agreed between the parties (hereinafter: “the
Adaptations Specification”). The adaptations works will not include
equipment that is not permanently fixed to the structure, and chattels
of
their various kinds and kitchen
equipment.
|
| “Planners” - |
architects
and/or professional consultants who will be appointed by the Lessee
for
the purpose of planning the Adaptation Works and supervision on
its behalf
over the implementation of the Adaptation
Works.
|
| “The Company’s Inspector” - |
the
Person to be appointed by the Company as inspector of the implementation
of the Adaptation Works.
|
| “Base CPI”- |
the
Consumer Price Index published on 15/3/2000 and which stood at
105.6.
|
| 3. |
Adaptations
Budget
|
|
(a)
|
The
Company will make available to the Lessee a budget for implementing
Adaptation Works in the sum of NIS 23,156,800 (hereinafter: “the Budget”).
Insofar as the area of the Premises will increase beyond that stated
in
Appendix ‘A’ to the Agreement of Lease, the Budget will ratably
increase.
|
|
(b)
|
Within
15 days of the date of completing the implementation of the Adaptation
Works, the Company will make a summary of all the expenses it incurred
(hereinafter: “the Calculation Date”). If the cost of the Up-to-date
Adaptations (as defined in clause 4(e) hereof) exceeds the amounts
specified in sub-clause (a) above, the Lessee will pay to the Company
the
surplus sum within 28 days.
|
|
(c)
|
In
order to make the calculation mentioned in sub-clause (b) above,
all the
sums that will be expended by the Company will be calculated according
to
the CPI known on the date of actual payment compared with the Base
CPI and
compared with the CPI known on the date of the
calculation.
|
| 4. |
Planning
and implementation of the Adaptation
Works
|
|
(a)
|
(1)
|
The
Lessee will effect the planning of the Adaptation Works. The cost
of the
planning will be included in the
Budget.
|
|
(2)
|
To
implement the planning of the Adaptation Works, the Lessee will
enter into
a contract with the Planners.
|
| (b) |
Upon
completion of the final, preliminary planning of the Adaptation
Works
(hereinafter: “Preliminary Plan”), the Preliminary Plan will be sent by
the Lessee to the Company for inspection, examination and
remarks.
|
The
Company will be bound within 7 (seven) working days of the date it receives
from
the Lessee the Preliminary Plan (hereinafter: “the Response Period”) to do one
of the following:
|
(1)
|
Grant
its written consent to the Preliminary Plan. For the removal of
any doubt
it is agreed by the parties that in case that the Company will
not deliver
its written consent to the Preliminary Plan at the end of the Response
Period in which case the Company will be deemed to have granted
its
consent within the Response Period.
|
|
Upon
the occurrence of that stated in this sub-clause above, the Lessee
will be
entitled to immediately begin the preparation of the implementation
plans,
or,
|
|
(2)
|
Notify
the Lessee in writing that a material change is required in the
Preliminary Plan (hereinafter: “the Material
Change”).
|
|
After
approval of the Preliminary Plan, plans for a tender will be prepared
by
the Lessee based on the Preliminary Plan (hereinafter: “the Tender
Plans”).
|
|
The
Tender Plans, signed by the Planners and all the consultants, including
specifications, bills of quantities and estimations for execution,
will be
delivered to the Company for approval, pursuant to a time schedule
to be
agreed between the parties.
|
|
The
Company will be bound to approve or give notice of its refusal
to approve,
on material engineering grounds, the Tender Plans within 7 days
of the
Company receiving the same. In the event of the Company not sending
the
Lessee in writing its approval or refusal to approve the Tender
Plan
within the Response Period, the Company will be deemed to have
granted its
approval in writing to such Tender
Plan.
|
|
Pursuant
to the time schedule, the implementation plans (hereinafter:
“Implementation Plans”) will be completed by the Planners. If the Lessee
is late in submitting the Implementation Plan beyond the date prescribed
for that purpose according to the time schedule, the delivery of
possession will be delayed in accordance with the number of days
of such
delay in submitting the Implementation Plan. If such delay exceeds
21
business days, the Lessee will be bound to pay rent in respect
of each day
of delay in submitting the Implementation Plan beyond the 21 business
days
mentioned until the date the Implementation Plan is
submitted.
|
|
Nothing
in the foregoing shall derogate from the Lessee’s obligations to pay rent
pursuant to that stated in the Principal
Agreement.
|
|
In
the event of a delay in delivery of the Premises to the Lessee
by a period
of up to 15 days from the Delivery Date (hereinafter: “the Delay Period”)
the Company will be exempt from paying any compensation to the
Lessee in
respect of the Delay Period.
|
|
In
the event of a delay in delivery of the Premises to the Lessee
by a period
of 16 days or more from the Delivery Date (hereinafter: “the Additional
Delay Period”), the Company will compensate the Lessee in a sum equal to
the daily rent pursuant to the Principal Agreement in respect of
each day
of delay (hereinafter: “the Compensation Amount”). The Compensation Amount
will be set off against the rent that the Lessee will be bound
to pay
under the Principal Agreement subject to the date of the commencement
of
the Lease Term falling at the end of the Additional Delay
Period.
|
|
(c)
|
In
the event of any disputes between the parties on engineering matters,
the
Company’s engineer and the Lessee’s inspector will determine the dispute.
If these parties fail to reach any determination in the dispute,
an umpire
will be appointed agreed upon by the parties, and, in the absence
thereof
- by the President of the Engineers Association in Israel (hereinafter:
“the Dispute Resolution
Mechanism”).
|
|
The
determination of the umpire will be binding upon the parties and
neither
of them will have any right of protest or
appeal.
|
|
(d)
|
The
Company undertakes to effect the Adaptation Works by contractors
who will
be jointly determined with the Lessee by tender, as customary in
the
Company and pursuant to the Adaptations Specification, precisely,
professionally and according to a high standard of work, and also
undertakes to fulfill all the conditions of the time schedule that
will be
set between the parties. The Lessee will have a right of veto in
connection with the selection of a specific contractor. On the
date of the
completion of each Implementation Plan, the Implementation Plan
will be
added to the Adaptations Specification documents and the Implementation
Plan will constitute an integral part thereof. In the case of any
divergence between that stated in the Implementation Plan mentioned
and
the other documents of the Agreement, the Implementation Plan will
take
precedence over that stated in the remaining Agreement
documents.
|
|
(e)
|
In
respect of the cost of the Adaptation Works (hereinafter: “the Adaptation
Costs”) the Lessee will pay the Company’s overhead commission at the rate
of 4% (four percent) of the Adaptation Costs (hereinafter: “the Company’s
Overhead Commission”).
|
|
The
Adaptation Costs plus the Company’s Overhead Commission will be
hereinafter called “the Up-to-Date Adaptation Costs”. The Lessee will pay
the Company rent in respect of the Up-to-Date Adaptations Cost
at the rate
of 1.20% per month (“the Additional Rent”). The Additional Rent will be
treated as rent under the Principal
Agreement.
|
|
(f)
|
The
Lessee will be entitled to make alterations to the Adaptation Works
plan
in respect of the designated areas up to the completion stage of
the
relevant Implementation Plan for those Adaptation Works, without
any
additional cost or addition to the
rent.
|
|
The
Lessee will further be entitled, on any date following the completion
of
the relevant Implementation Plan, to demand that the Company make
alterations and additions to the Adaptation Works in respect of
the
designated areas. If, as a result of making such alterations, the
Delivery
Date will be deferred, the Lessee will be bound to pay rent for
the
deferral period. A delay of up to 14 days in this connection will
not be
deemed to be a delay justifying payment of rent. Any disputes that
will
arise between the parties in connection with the additional cost
of the
Adaptation Works and the period of the deferral of the date will
be
determined by the Dispute Resolution
Mechanism.
|
|
(g)
|
To
the extent the Lessee chooses to terminate the Lease Term on the
dates
mentioned in clause 5(b) and 5(c) of Appendix ‘A’ of the Principal
Agreement, it will pay the Company within 15 days of its notice
terminating the Lease Term (hereinafter: “the Payment Date in respect of
prior Termination”) the following
sums:
|
|
(1)
|
70%
of the Up-to-Date Adaptation Costs if it has chosen to terminate
the lease
term on 31/12/03;
|
|
(2)
|
50%
of the Up-to-Date Adaptation Costs if it has chosen to terminate
the lease
term on 31/12/05;
|
|
The
Up-to-Date Adaptation Cost will be linked to the CPI known on the
Payment
Date in respect of the Prior
Termination.
|
| (h) |
The
Lessee will furnish the Company on the date of the signature of
this
Agreement a bank guarantee in the form attached as Appendix ‘A’ to this
Addendum, in the sum of N.I.S.
3,636,000.
|
| (i) |
The
Lessee will pay additional insurance expenses over and above that
stated
in clause 17 of Appendix ‘A’ to the Agreement in the sum of NIS. 17,400,
on the 1st
day of every three months.
|
| (j) |
The
Lessee undertakes to cause Net 2 Wireless Inc. Ltd. to sign as
guarantor
for all its undertakings under this
Addendum.
|
Appendix
A - Bank Guarantee
In
witness whereof the parties have set their hands:
________________________ ____________________________
Mivneh Taasiya Ltd. (signed)
Net
2
Wireless Israel Ltd. (signed)
The Company The
Lessee
Date: 28/3/00
Mivneh
Taasiya Ltd.
0
Xxxxxxx
Xxxxxx
Xxx
Xxxx
Dear
Sir/Madam
Re: Guarantee
No. _____ to the Agreement with Net 2 Wireless Israel
Ltd.
We
hereby
guarantee to you the discharge of any sum that you will demand from us up
to the
aggregate sum of ______________ New Shekels (“the Principal of the Guarantee”),
together with the Linkage Differentials hereinafter set out, that is or will
become due to you from Net 2 Wireless Ltd., (hereinafter called - “the Debtor”).
We
will
pay you from time to time, within 7 days of the date of receiving your demand
in
writing, any sum of the Principal of the Guarantee specified in your above
demand together with Linkage Differentials to be calculated as set out below,
without your being bound to substantiate your demand or first demand discharge
of such sum from the Debtor on condition that the aggregate amount that we
will
pay you under this Guarantee will not exceed the Principal of the Guarantee,
plus Linkage Differentials.
With
respect to this Guarantee:
|
CPI
|
-
|
means
the Consumer Price Index, including food and vegetables published
by the
Central Bureau of Statistics. If the Base CPI is replaced or
the system of
calculation and making thereof is replaced or if it is published
by
another body other than the above Bureau, the Company will make
the
calculation of the increase in the CPI for the purposes of this
clause,
having regard to such changes.
|
|
|
The
Base CPI
|
-
|
means
the CPI known on 15/3/00, that is - 105.6 points.
|
|
|
New
CPI
|
-
|
the
last CPI that will be known on the date of receiving your demand
in the
Bank.
|
|
|
Linkage
|
|||
|
Differentials
|
-
|
The
rate of increase as a percentage expressing the difference between
the
increase in the New CPI compared with the Base CPI, divided by
the Base
CPI.
|
This
Guarantee will automatically reduce from time to time to the extent of the
amount of the demand that has been paid - without Linkage Differentials -
and
will be deducted from the aggregate sum of the Principal of the Guarantee
on
condition that the aggregate sum according to the demand - without Linkage
Differentials - will not exceed the aggregate amount of the Principal of
the
Guarantee.
This
Guarantee is not conditional upon the validity of the Debtor’s liability towards
you.
This
Guarantee will remain in force until ________________ (inclusive) and any
demand
thereunder must be in writing and reach the undersigned branch whose address
is
______________.
Any
demand arriving after such date will not be entertained.
This
Guarantee is not assignable or transferable.
Yours
faithfully,
_______________________
Net
2 Wireless Corporation
Davidson
Agreement
of Lease No. 1-03-1430-0
Addendum
to the Agreement of Lease made and signed on 02/02/2000.
(In
connection with the Transfer and Assignment of the Rights and Obligations
of the
Existing Lessee to a Substitute Lessee).
This
Addendum is made on the 19 August 2001
|
Between:
|
Mivneh
Taasiya Ltd.
|
|
|
A
company having its registered office at
|
||
|
0
Xxxxxxx Xxxxxx, Xxx Xxxx 00000
|
||
|
(hereinafter:
“the Company”)
|
||
|
And:
|
Name:
|
Net
2 Wireless Israel Ltd.
|
|
Corporate
No:
|
00-0000000
|
|
|
Address:
|
10
Ha’amal Street, Rosh Haayin
|
|
|
Tel.
|
00-0000000
|
|
|
(hereinafter:
“the Lessee”)
|
||
|
And:
|
Name:
|
Scopus
Network Technologies Ltd.
|
|
Corporate
No.:
|
00-000000-0
|
|
|
Address:
|
0
Xxxxxxx Xxxxxx, Xxxxx
|
|
|
Tel.
|
00-0000000,
Fax. 00-0000000
|
|
|
(hereinafter:
“the Substitute Lessee”)
|
||
| WHEREAS |
On
02/02/2000, an Agreement of Lease was signed including Appendices
and
Addenda (hereinafter: “the Agreement of Lease”) between the Company and
the Lessee whereby the Company leased to the Lessee premises having
an
area of 14,473 square meters on land and in the Building set out
in
clauses 1 and 2 of Appendix ‘A’ to that Agreement;
and
|
| WHEREAS |
The
Lessee has requested to transfer and assign part of its rights
and
obligations under the Agreement of Lease to the Substitute Lessee,
and the
Substitute Lessee has agreed to take by way of assignment, part
of the
Lessee’s rights and obligations under the Agreement of Lease, as more
particularly set out herein;
|
It
has therefore been agreed between the parties hereto as
follows:
|
1.
|
The
preamble to this Addendum constitutes an integral part thereof
and is to
be regarded as one of the conditions
thereof.
|
|
2.
|
This
Addendum constitutes an integral part of the Agreement of Lease
and one of
the conditions thereof. In the event of any divergence and/or
inconsistency between the provisions of this Addendum and those
contained
in the Agreement of Lease, those contained in this Addendum will
prevail.
|
|
3.
|
The
Lessee assigns part of its rights and obligations under the Agreement
of
Lease to the Substitute Lessee, and the Substitute Lessee accepts
such
assignment, all in relation to that part of the Premises described
in
clause 3 of Appendix ‘A’ to this Agreement (hereinafter: “the Transferred
Premises”). A plan of the Transferred Premises is attached to this
Agreement as Appendix ‘B’. The Company confirms and declares that the
assignment mentioned at the beginning of this sub-clause above
has been
made with its full consent.
|
|
Notwithstanding
that stated in clause 2 of Appendix ‘A’ of the Agreement of Lease, the
term of the lease of the Substitute Tenant in the Transferred Premises
will be in accordance with clause 4 of Appendix ‘A’ to this
Addendum.
|
|
3A.
|
Subject
as provided in clause 4 of Appendix ‘A’, the Company declares that the
Building and the Transferred Premises were constructed in accordance
with
a lawful building permit, without any building irregularities,
and that,
to the best of its knowledge, there is nothing to prevent Form
4 from
being received for the Transferred Premises. The Company further
declares
that to the best of its knowledge, there are no material defects
in the
Premises and/or the systems
thereof.
|
|
4.
|
The
parties hereby agree and acknowledge that wherever the word “Lessee”
appears in the Agreement of Lease, from henceforth onwards this
is to be
read as “the Substitute Lessee”, and wherever in the Agreement of Lease
there appears the express name of the Lessee, from henceforth onwards
the
name of the Substitute Lessee shall expressly appear, as set out
in the
preamble hereto and in relation to the Transferred Premises
only.
|
|
5.
|
The
Substitute Lessee will pay the Company on the 1st
day of every 3 calendar months rent and parking rental in the amount
specified in clause 5 of Appendix ‘A’. The Substitute Lessee will further
pay to the Company on the 1st
day of every 3 calendar month period, Insurance Expenses in the
sum
mentioned in clause 8 of Appendix ‘A’. The principal amounts of the Rent,
of the Parking Rental and/of the principal Insurance Expenses will
be
linked to the CPI (as defined in clause 3 of the Agreement of Lease)
the
Base CPI for calculating the Linkage Differentials being that specified
in
clause 6 of Appendix ‘A’ hereto. Notwithstanding that stated in clause 4
of the Agreement of Lease, the Direct Debit will be in the form
attached
as Appendix ‘C’ hereto.
|
|
6.
|
The
Substitute Lessee will, upon the signature of this Addendum, deliver
to
the Company an autonomous bank guarantee in the sum mentioned in
clause 7
of Appendix ‘A’, pursuant to the conditions contained in clause 5 of the
Agreement of Lease. The condition for realising the bank guarantee
by the
Company is prior written notice to the Lessee of its intention
to realise
the guarantee, to the extent the Lessee will have failed to rectify
the
breach within 14 days of the date of the
notice.
|
|
7.
|
This
Assignment of Rights does not exempt the Lessee from reimbursing
the
surplus amount within the meaning of clause 3(b) of Addendum 3
to the
Agreement of Lease (hereinafter: “the Adaptation Agreement”) to the
Company if the cost of the Up-to-Date Adaptations (as defined in
clause
4(e) of the Adaptation Agreement) exceeds the amount specified
in clause
3(a) of the Adaptation Agreement. For the avoidance of any doubt
it is
clarified that the Lessee assigns to the Substitute Lessee only
the rights
under Addendum 3 and not the liabilities. The Substitute Lessee
will not
be bound to furnish the bank guarantee to which clause 4(g) relates
and
pay the Insurance Expenses to which clause 4(h) relates nor will
it be
bound to pay any payment in respect of the Adaptation Works, including
in
the case of a prior vacation of the Transferred Premises before
the
expiration of the Lease Term under this
Addendum.
|
|
8.
|
(a)
|
The
Company undertakes, until the date of the commencement of the
Lease and
subject to receiving approved architect’s plans for implementation, 45
days in advance, to effect adaptation works (hereinafter: “Adaptations”)
in the area of the storeroom on the ground floor numbered 137.002.(0)03,
and alterations on the third floor, numbered 137.002.(3)01 (hereinafter:
“the Alterations”), all as set out in Appendix
‘D’.
|
| (b) |
In
addition to the Adaptations and the Alterations, the Company will
effect
on behalf of the Substitute Lessee, various works according to
the
specifications and bills of quantities submitted to it by the Substitute
Lessee (hereinafter: “the Additional Works”). The cost of the Additional
Works, including the costs of administration, cost of supervision
and the
Company’s overheads to the extent of 5% (hereinafter: “the Overall Cost”)
will be paid by the Lessee within 14 days of the date of receiving
an
account for payment. If the Overall Cost exceeds the sum of NIS
340,000,
there will be added to the Principal Rent in the first 12 months
of the
Lease, a further sum that will be obtained by dividing the Overall
Cost
which exceeds NIS 340,000 by 12 (hereinafter: “the Additional Principal”).
The Additional Principal will be treated as Principal Rent in all
respects. If the Overall Cost will be less than the sum of NIS
340,000,
the Substitute Lessee will pay the actual
cost.
|
|
9.
|
Clause
9(a) of the Agreement of Lease is cancelled. The supply of electricity
to
the Transferred Premises will be carried out by the Company in
the manner
and on the conditions set out in Addendum No. 1 to this
Addendum.
|
|
10.
|
Notwithstanding
that stated in clause 7(b) of the Management Agreement (Appendix
‘C’ to
the Agreement of Lease) the Expenses (within the meaning of that
term
therein mentioned) will not be less than the amount specified in
clause 9
of Appendix ‘A’ to this Addendum.
|
|
11.
|
The
parties confirm that except for the changes necessitated by this
Amendment
and from that stated in clause 12 hereof, no additional variations
whatsoever will be made in the Agreement of
Lease.
|
|
12.
|
(a)
|
Notwithstanding
that stated in clause 7(a) of the Agreement of Lease, the Substitute
Lessee will use the Premises for any purpose permitted according
to the
Outline Scheme applying to the Building in which the Transferred
Premises
are situated.
|
| (b) |
Notwithstanding
that stated in clause 10 of the Agreement of Lease, the Company
will be
responsible for the inspection and warranty repairs of the Adaptation
Works that will have been carried out by it in accordance with
that
prescribed in the Sale (Apartments), Law, 5733 -
1973.
|
|
(c)
|
Notwithstanding
that stated in clause 12 (b)(2) of the Agreement of Lease, the
provisions
contained in this clause will apply, provided the Lessee’s rights for
making reasonable use of the Common Property will not be affected.
|
|
(d)
|
Notwithstanding
that stated in clause 13(d) of the Agreement of Lease, the provisions
contained in this clause will apply provided the general character
of the
Building as an office and hi-tech company building, will not be
affected.
|
|
(e)
|
It
is clarified that in clause 15(a) of the Agreement of Lease, the
intention
is to unreasonable smells and vibrations. It is further clarified
that the
Company will be entitled to effect any check, survey, repair or
other
action that will be deemed appropriate by the Company to restore
the
situation to what it was previously and/or for the removal of the
nuisance, subject to arrangement with the Lessee, provided the
Lessee will
not unreasonably withhold its consent to the foregoing in the
circumstances. It is clarified that in any case where the check
will be
required by a competent authority, the Lessee will not be entitled
to
refuse the carrying out of the
check.
|
|
(f)
|
Notwithstanding
that stated in clause 17(a) of the Agreement of Lease, the Substitute
Lessee will be entitled to grant leases of the Transferred Premises
by way
of sublease, in whole or in part, to one or more persons, for the
purpose
of the Lease, subject to the identity of the sub-lessee being pre-approved
by the Company and subject to the further condition that the Substitute
Lessee will guarantee the undertakings of the sub-lessee and that
the
sub-lessee will sign as a party to this Agreement. The Company
will not
unreasonably withhold its consent. The Substitute Lessee will be
entitled
to transfer its rights and obligations under this Contract to another
party after receiving the Company’s prior written approval, provided the
transferee will assume all the Substitute Lessee’s undertakings under this
Agreement and sign this Agreement. The Company will not unreasonably
withhold its consent to such assignment or
transfer.
|
|
(g)
|
Notwithstanding
that stated in clause 19 of the Agreement of Lease, in the event
that the
Substitute Lessee will be unable to operate the Premises in whole
or in a
material part thereof for the purpose of the Lease by reason of
a
malfunction in the electricity supply, that is dependant on the
Company,
the Substitute Lessee will not be bound to pay rent so long as
it is
deprived of the use of all or a material part of the Premises by
reason
thereof.
|
|
(h)
|
Notwithstanding
that stated in clause 21 (a) of the Agreement of Lease, the Company’s
notice will be delivered to the Substitute Lessee in
writing.
|
|
(i)
|
Notwithstanding
that stated in clause 3(b) of the Management Agreement, the standard
of
the services in the Building will not be less than that of the
services in
buildings having a similar character in the same
area.
|
|
(j)
|
In
the first twenty four months of the Lease, the Expenses (within
the
meaning of the Management Agreement, will not exceed N.I.S. 7.25
per
square meter of the Transferred Premises, linked to the CPI mentioned
in
Appendix ‘A’ to this Addendum.
|
|
(k)
|
Notwithstanding
that stated in clause 7(b) (1) of the Management Agreement, waiver
by the
Lessee of the right of appeal against its share in the Expenses
or any
particular used as a basis for the calculation of its share in
the
Expenses will only apply if the certificate of the Company’s auditor to
the particulars that served as a basis for the calculation will
have been
received.
|
|
(l)
|
Notwithstanding
that stated in clause 7(b)(2) of the Management Agreement, the
Company may
vary the formula for dividing the Expenses and determine another
ratio,
subject to the Lessee not been bound by Expenses beyond its proportionate
share (as defined in clause 7(b) of the Management
Agreement).
|
|
(m)
|
Notwithstanding
that stated in clause 12(a) of the Management Agreement, the Company’s
authority to take the steps mentioned in this clause will only
apply if
written notice has been given to the Lessee of its intention to
take any
of the above steps, 14 days in
advance.
|
|
(n)
|
Notwithstanding
that stated in clause 12(e) of the Management Agreement, only a
VAT
invoice will constitute evidence of the amount of the legal
expenses.
|
|
(o)
|
The
Substitute Lessee will be entitled to install on the roof of the
Building
satellite dishes without payment, provided the plan for positioning
the
dishes will have been submitted to the Company for prior approval,
and all
the necessary approvals and permits for the same will have been
received
from the competent authorities.
|
|
13.
|
If,
by the Date for the Commencement of the Lease (as defined in this
Addendum) no building permit will have been received for constructing
the
fourth floor of the Building, constituting part of the Transferred
Premises, the Substitute Lessee will be entitled to give notice
in writing
to the Company of the deferral of the Date for the Commencement
of the
Lease until the date on which the permit is received (hereinafter:
“the
New Date for the Commencement of the Lease”)
and/or the rescission of this Agreement and the Company will have
no claim
against the Substitute Lessee in respect of the rescission of the
Agreement, and, without derogating from the foregoing, the Lessee
will not
owe to the Company any sum in respect of works that it has carried
out in
connection with the adaptation of the Transferred Premises for
the
occupation by the Substitute Lessee. In the event of the Substitute
Lessee
giving notice to the Company of the deferral of the Date of the
Commencement of the Lease, it will be entitled to give notice of
the
rescission of the Agreement at any time until the New Date for
the
Commencement of the Lease, and the foregoing provisions will
apply.
|
|
14.
|
If,
as a result of any judicial and/or administrative order to vacate
the
Transferred Premises after the occupation thereof by the Substitute
Lessee, the Substitute Lessee will be compelled to vacate the Premises
and
relocate its place of occupation elsewhere, after the Company and/or
the
Substitute Lessee have fully prosecuted the proceedings to set
aside such
order, at the expense of the Company, to the extent that such proceedings
will be enabled by statute, the Company will bear all the costs
of such
relocation, including the expenses of adapting the Substitute property
in
the same way as that mentioned in clause 8 above and in Appendix
‘D’
hereof (including workmen’s wages) provided the Substitute Lessee will be
under a duty to mitigate the damage insofar as it is dependent
upon
it.
|
|
15.
|
The
Substitute Lessee is hereby granted a pre-emptive right until 31/8/2003
to
lease any area that will become vacant in the Building, according
to the
same conditions as are contained in this Addendum. If any such
area has
fallen vacant of its tenants, the Company will turn to the Substitute
Lessee in writing and offer a lease of such area. The Lessee will
give
notice to the Company in writing within 7 business days as to whether
it
wishes to exercise its right and take a lease of the area that
has fallen
vacant. In the event of the Substitute Lessee’s refusal or failure to
respond to the Company’s approach, the Company will be entitled to offer
the area for lease to any other
party.
|
|
16.
|
The
Lessee undertakes to supply to the Substitute Lessee electricity
in at
least 4 out of the 6 sockets in each point, in accordance with
an
operating agreement that will be signed between them. The Company
warrants
that if, for any reason, the Lessee fails to meet its commitments
it will
ensure the supply to the Substitute Lessee of such electricity
supply.
|
|
17.
|
If
the Substitute Lessee will have terminated this Addendum for any
of the
reasons enumerated in clauses 13 and 14 above, the Lessee will
revert to
being liable for all its obligations pursuant to the Agreement
of Lease,
to the extent it relates to the Transferred Premises, as from the
date on
which the Company and the Substitute Lessee will have agreed on
the
termination of this Addendum, and the Lessee will have no claim
against
the Substitute Lessee in respect of the
foregoing.
|
|
18.
|
The
Company will not bear any stamp duty costs of this
Amendment.
|
In
witness whereof the parties have set their hands on
19/8/01.
|
Mivneh
Taasiya Ltd.
|
Jigami
(Israel) Ltd.
|
Scopus
Network Technologies Ltd.
|
|
_________________
|
__________________
|
_____________________________
|
|
The
Company
|
Substitute
Lessee
|
Appendix
‘A’ - To the Addendum to the Agreement dated 19/8/2001
(Agreement
No. 1-03-1430-0)
|
Particulars
of the Premises
|
||
|
Name
of Substitute Lessee
|
: Scopus
Network Technologies Ltd.
|
|
|
Address
of the Premises
|
: 10
Ha’amal Street, Rosh Haayin
|
|
|
No.
of Premises
|
: 137.002.(0)03+(3)01
|
|
|
Type
of Premises
|
: Office
and hi-tech Building
|
|
|
A.
|
In
this Agreement:
|
| 1. |
“Land”
- means
the land having an area of 15,622
square meters and known as part of Parcel 4,8,
9 and 17
in
Block 8863,
fields
527-8.
|
|
2.
|
“Building”
means the west wing building having an area of 14,415
square meters of the 2
buildings erected on the Land each of which comprises 4
floors.
|
|
3.
|
“The
Transferred Premises” - means a unit in the Building situated on the
ground
floor, numbered 137.002(0)03
and having an area of 425
square meters; and a unit in the Building situated on the third
floor
numbered 137.002(3)01
and having an area of 3,651
square meters (gross external measurements plus a proportionate
to part of
the Common Property designated for the use of all or part of the
users of
the Building) and 2
storerooms units having an aggregate area of 22
sq.m.,
in the basement of the Building and 24
parking places on the ground floor and 54
parking places in the parking basement, all pursuant to that stated
in
Appendix “B” (all jointly hereinafter called: “the Transferred
Premises”).
|
|
4.
|
“The
Lease Term” commencing on 1/10/2001
(hereinafter: “the Commencement Date of the Lease”) and expiring on
30/09/2011
(hereinafter: “the Expiry Date of the
Lease”).
|
|
Without
derogating from that stated in clause 13 of the Addendum, the Substitute
Lessee will be entitled to terminate this Agreement of Lease by
the actual
Commencement Date of the Lease if, by 15/9/2001, the Company does
not
notify it that it holds Form 4 for the Transferred Premises. It
is further
agreed that the Substitute Lessee may move equipment into the Transferred
Premises as a licensee even prior to the Commencement Date of the
Lease,
to the extent the Company will have completed the necessary works
in the
Transferred Property. It is further agreed that to the extent this
will be
enabled (subject to the completion of Adaptation Works in the property
for
the Substitute Lessee’s purposes) and the Substitute Lessee so desires,
and gives written notice to that effect to the Company, the Lease
Term
will commence before the date mentioned above and the date specified
by
the Substitute Lessee in its notice will be regarded as the Commencement
Date of the Lease.
|
|
a.
|
The
Substitute Lessee may terminate the Lease Term on 30/9/2006 or
30/9/2008,
if it gives notice thereof to the Company in writing 90 days in
advance.
Without derogating from the foregoing, commencing from the 37th
month of the Lease Term the Substitute Lessee may bring this Agreement
to
an end on any date by 12 months prior written notice to the Company.
|
|
b.
|
The
Substitute Lessee may notify the Company up to 6 months before
the
expiration of the Lease Term of its wish to extend the Lease Term
for
further terms of 5 years each, but not exceeding 14 years and 11
months
(hereinafter: “the Further Lease Term”). Upon receipt of such notice by
the Company, the terms of the Lease will be set, including the
rent and
payment of rental for the parking (hereinafter: “the Price”)
by agreement between the parties. If the parties fail to reach
an
agreement, an appraiser agreed on by the parties will be appointed
to set
the Price for the whole of Further Lease Term and his determination
will
be binding upon the parties.
|
|
5.
|
“The
Principal Rent”
|
“Principal
Parking Rental” - the
Principal Rent and the Principal Parking Rental for every 3 months in respect
of
the Premises will in NIS. be:
|
Rental
|
Parking
|
|||||
|
623,579.
-
|
64,330.
-
|
Commencing
from
|
1/10/2001
|
Until
|
30/9/2003
|
|
|
654,758.
-
|
67,546.
-
|
Commencing
from
|
1/10/2003
|
Until
|
30/9/2005
|
|
|
687,496.
-
|
70,923.
-
|
Commencing
from
|
1/10/2005
|
Until
|
30/9/2007
|
|
|
721,870.
-
|
74,469.
-
|
Commencing
from
|
1/10/2007
|
Until
|
30/9/2009
|
|
|
757,964.
-
|
78,193.
-
|
Commencing
from
|
1/10/2009
|
Until
|
30/9/2011
|
|
6.
|
“The
Base CPI” -
|
the
CPI published on 15/6/2001
and which stood at 101.00
points.
|
|
It
is agreed by the parties that if in any particular month, during
the Lease
Term, the number of the new CPI points will be lower than that
of the Base
Index, the Principal Rent, the Principal Parking Rental and the
Principal
insurance fees will not reduce as a result of the foregoing and
the Lessee
will pay the Company in such a case the Principal Rent, Principal
Parking
Rental and Principal insurance fees as appropriate.
|
||
|
7.
|
“Bank
Guarantee” -
|
the
amount of the autonomous bank guarantee is the sum of
|
|
NIS
948,000 (including VAT).
|
||
|
8.
|
“Insurance
|
|
|
Expenses”
-
|
NIS
6,505 on the first day of every three months commencing from
1/10/2001.
|
|
|
9.
|
“Expenses”
-
|
NIS.
101,253 on the first day of every three months commencing from
1/10/2001.
|
|
________________________
|
____________________________
|
|
Mivneh
Taasiya Ltd. (Signed)
|
Jigami
(Israel) Ltd. (Signed)
|
|
The
Company
|
The
Lessee
|
________________________
Scopus
Network Technologies Ltd. (signed)
Substitute
Lessee
Appendix
B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
Transferred Premises- Third floor
Appendix
B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
Transferred Premises (Continuation)-Ground floor
Appendix
B to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
Transferred Premises (Continuation)- 54 parking
places in the parking basement
187-197,
200-208, 294-298, 309-325, 000-000
Xxxxxxxx
X to the Amendment of the Agreement of Lease No. 1-03-1430-0 - Plan of the
Transferred Premises (Continuation)- 24 parking
places in the ground floor
3-7,118-127,143-147,167-170
Appendix
‘C’ to the Addendum to the Agreement of Lease No. 1-03-1430-0
-
Direct
Debit Authorization
Mivneh
Taasiya Ltd.
Direct
Debit Instruction and Authorization
Date:
_________________
To:
|
Bank
_________________________
Branch
________________________
Branch
address: _________________
______________________________
|
Bank
Account no.
|
Type
of account
|
Clearing
code
|
|
|
Branch
|
Bank
|
|||
|
Bank
Code
|
Reference
/ identifying no. of
Customer with the Company |
|||
|
7
9
6
|
||||
1. I/we
the
undersigned _______________________________________ ___________________________
Accountholder’s
name as appearing in the books of the Bank I.D./corporate no.
|
Of
____________________________________________________________________________________
|
|
|
Street No. City Zip code |
|
hereby
instruct you to debit my/our account above in your Branch in
respect of
_______________________
|
|
in
the amounts and on the dates supplied to you from time to time
by magnetic
media, or listed by
|
|
Mivneh
Taasiya Ltd.
as
set out below in the “Particulars of the Authorization”.
|
(beneficiary’s
name)
|
2.
|
I
am/we are aware that:
|
|
a.
|
This
instruction may be cancelled by notice from me/us in writing to
the Bank
and to
|
|
Mivneh
Taasiya Ltd.
and will enter into effect one business day after the notice in
the Bank
is given,
|
(beneficiary’s
name)
|
and
may also be cancelled by operation of
law.
|
|
b.
|
I/we
will be entitled to cancel in advance any particular debit notice
of which
will be given by me/us to the Bank in writing, at least one business
day
prior to the debit date.
|
|
c.
|
I/we
will be entitled to cancel any debit, not more than 90 days after
the
debit date if I/we prove to the Bank that the debit does not match
the
dates or the amounts prescribed in the Letter of Authorization,
(if
prescribed).
|
|
3.
|
I
am/we are aware that the particulars specified in the Letter of
Authorization and the completion thereof are matters which I/we
must
arrange with the beneficiary.
|
|
4.
|
I
am/we are aware that the debit amounts according to this Authorization
will appear in the bank statements and no special notice in respect
thereof will be sent to me by the Bank.
|
|
5.
|
The
Bank will act in accordance with the instructions of this Authorization,
so long as the state of the account enables this and as long as
there will
be nothing by law or otherwise to prevent the implementation thereof.
|
|
6.
|
The
Bank may remove me/us from the arrangement set out in this Authorization
if there is any reasonable ground for doing so, and will give me
notice
thereof immediately after making the decision, specifying the reason.
|
|
7.
|
Please
confirm to Mivneh
Taasiya Ltd.
in
the counterfoil attached hereto, receipt of these instructions
from
me/us.
|
(Beneficiary’s
name)
Particulars
of the Authorization
[]
1. The amount and date of the debit will be fixed
from time to
time by Mivneh
Taasiya Ltd.
(beneficiary’s
name)
according
to (basis
for the determination). _______________________________________________
[]
2.
Details of the debit:
|
Amount
of an isolated debit
|
No.
|
Frequency
of debit
|
Linkage
Type Basis
|
Date
of first debit
|
Date
of last debit
|
|
|
[]
monthly
[]
bi-monthly
[]
________
|
/
/
|
/
/
|
||||
_______________________
Signature
of accountholder/s
Bank
Certification
To:
|
Mivneh
Taasiya Ltd.
0
Xxxxxxxx Xx., Xxx Xxxx
X.X.X.
00000, Tel Aviv 61500 ______________________________ |
Bank
Account no.
|
Type
of account
|
Clearing
code
|
|
|
Branch
|
Bank
|
|||
|
Bank
Code
|
Reference
/ identifying no. of
Customer with the Company |
|||
|
7
9
6
|
||||
We
have
received instructions from _________________, to honor debits in the sums
and at
the dates that will appear in magnetic media or in lists that will be presented
by you to us from time to time, and which specify the account number or numbers
in the Bank, all as set out in the above Authorization.
We
have
taken note of the instructions and will act in accordance therewith so long
as
the state of the account enables this, and so long as there is no legal or
other
impediment to the implementation thereof; and so long as no cancellation
instruction will have been received by us in writing from the accountholder/s
or
the accountholder has been removed from the arrangement.
This
Certificate will not derogate from your undertakings towards us according
to the
indemnity letter signed by you.
|
Date:_________________
|
Yours
faithfully,
|
|
Bank
_________________
|
|
|
Branch
_________________
|
|
|
Signature
and stamp of the branch
|
(signed)
Mivneh Taasiya Ltd. (signed)
Scopus
Network Technologies Ltd.
Appendix
‘D’ - Definition of the Adaptations in the Storeroom and Alterations on the
Third Floor (Clause 8(a)) of the Addendum)
Part
I
- Adaptations in the Storeroom
|
1.
|
Installation
of airconditioning according to the Substitute Lessee’s engineering
consultant. The Company will bear the cost of 58% of the amount
of the
work.
|
|
2.
|
Installation
of an electricity and lighting system according to the plan of
the
Substitute Lessee’s electrical
consultant.
|
|
3.
|
Plasterboard,
painting and joinery works according to the Substitute Lessee’s
architect’s plans.
|
|
4.
|
Installation
of an acoustic ceiling according to the Substitute Lessee’s architect’s
plans.
|
It
should
be clarified that the portion constituting 42% of the airconditioning and
antistatic flooring works, including Meda will not be regarded as part of
the
adaptations in the storeroom, and will be Additional Works (as defined in
clause
8(b) of the Addendum).
Part
II - Alterations on the Third Floor
|
1.
|
Completion
of all the missing items according to the Net 2 Wireless approved
specification, and completion of the construction of a wall in
the CEO’s
room.
|
|
2.
|
Replacing
the carpets in the meeting rooms with antistatic flooring pursuant
to the
Substitute Lessee’s architect’s
requirements.
|
|
3.
|
Dismantling
and assembling doors and completing the construction, painting
and joinery
according to the Substitute Lessee’s architect’s
plan.
|
|
It
should be clarified that the installation and/or alteration of
the
airconditioning system and the installation of an electrical system
(excluding the public-address system and fire detection system)
will not
be regarded as part of the alterations on the third floor, and
will be
Additional Works (as defined in clause 8(b) of the
Addendum).
|
Attached
are Bills of Quantities for Execution, pursuant to the Substitute Lessee’s
design that constitutes an integral part of this Appendix. It should be
clarified that the Company will effect at its own expense, all the works
in the
Bills of Quantities marked “v’ whereas the remaining works marked “x”, will be
carried out at the expense of the Lessee, as stated in clause 8(b) of the
Addendum.
Addendum
No. 1 to the Addendum to the Agreement of Lease No. 1-03-1430-0 - Bulk
Electricity
|
1.
|
This
Addendum constitutes an integral part of the above-captioned Agreement
(hereinafter: “the Principal Agreement”) and all the terms thereof will be
construed within their meaning as they appear in the Principal
Agreement,
unless an intention to the contrary is
implied.
|
|
2.
|
The
Substitute Lessee declares and acknowledges as
follows:
|
|
(a)
|
The
Company has brought to its knowledge the fact that the Electric
Corporation supplies to the Building (as defined in the Principal
Agreement), high-tension electricity and that for this purpose,
the
Company is the Electric Corporation’s
customer.
|
|
(b)
|
That
by means of an installation situated at the Building, the Company
converts
the high-tension electricity to low
tension.
|
|
(c)
|
That
while the Company is the signatory to a customer agreement with
the
Electric Corporation, the Substitute Lessee agrees that for all
intents
and purposes, except with respect to the payments for the electricity
services, the Substitute Lessee will be deemed to be the Electric
Corporation’s customer.
|
|
(d)
|
That
the Company will supply low-tension electricity to the Premises,
as set
out in this Addendum.
|
|
(e)
|
That
the Substitute Lessee will pay directly to the Company, in accordance
with
bills that will be issued to it by the Company, for its use of
electricity
at the Premises (hereinafter: “the Electricity
Fees”).
|
|
The
Electricity Fees will be set pursuant to the large corporation’s tariff of
the Electric Corporation, for supplying low tension electricity,
and
according to the Substitute Lessee’s actual use, as measured through a
meter designed for a large corporation that will be installed by
the
Company, in a meter cabinet dedicated for such
purpose.
|
|
The
Electricity Fees will be paid by the Substitute Lessee to the Company
on
the first of each month with the addition of VAT by the Direct
Debit
arrangement set out in the Principal
Agreement.
|
| (f) |
That
if it fails to pay to the Company the Electricity Fees and the
VAT on due
date, the Company may, by 21 days’ prior written notice, terminate the
supply of the electricity to the Premises. In such a case, the
disconnection expenses of the electricity current and the reconnection
thereof to the Premises (if reconnected) will be borne and paid
for by the
Substitute Lessee.
|
| (g) |
That
the electricity supply to the Premises will be made by the Company
and
that it will not be entitled to request the direct supply of electricity
from the Electric Corporation and/or from any other party other
than the
Company. The Substitute Lessee will not be entitled to request
from the
Electric Corporation to install a separate meter for it or effect
direct
payment to the Electric
Corporation.
|
|
(h)
|
That
the manner of use of the electricity in the Premises will be subject
to
the discretion of the Substitute Lessee, and pursuant to the legal
limits
or standards or rules regarding electricity and the use thereof,
and
subject to the remaining provisions of this
Addendum.
|
|
(i)
|
That
the electricity current that will be made available to the Substitute
Lessee at the Premises is 400 triple-phase amp on each complete
floor of
the Building. This current is the maximum per lessee. In order
for the
Substitute Lessee not to effect use of a higher current, a semi-automatic
cutout switch will be installed at the Premises (in nominal value)
and the
Substitute Lessee will be prevented from changing or replacing
the cutout
switch, except by the Company. The same cutout switch will also
be
installed next to the meter.
|
|
(j)
|
That
the electricity supply to the Premises will be AC current, at a
frequency
of 50 cycles per second, at 230 volt tension between each phase
to zero,
and/or 400 volt between each phase or will be varied in accordance
with
the data that will be supplied by the Electric Corporation. The
supply
will be triple-phase, and secured by semi-automatic fuses, designed
for
the nominal current of the Premises according to that stated in
sub-clause
(i) above.
|
| * |
In
the event of the electrical connection to the Premises being 3
x 100 amps
and above, the Substitute Lessee undertakes to install cables to
enhance
the double output of the electrical installation at the Premises
to a rate
exceeding the required 0.92 according to the supply rules of the
Electric
Corporation.
|
|
(k)
|
That
the Lessee will not have any claim or ground whatsoever against
the
Company in respect of the failure to supply the electricity and/or
disruptions in the electricity supply originating directly or indirectly
in the Electric Corporation. If any disruptions and/or disturbances
and/or
outages occur in the supply of the electricity, which do not originate
in
the Electric Corporation, the Company will not be responsible in
any form
and manner unless it is proved by the Substitute Lessee that such
disruption and/or disturbance and/or outage was caused as a result
of a
malicious or negligent act of the
Company.
|
|
(l)
|
That
the electrical installation that will be installed by the Substitute
Lessee at the Premises will be planned and carried out in a manner
whereby
the electricity disruptions in the Substitute Lessee’s installation will
not cause any overall disturbance and/or electricity outage in
the main
formation of the upper installation in the
project.
|
|
(m)
|
That
without derogating from that stated in sub-clause (k) and (l) above,
if it
installs any electronic or electrical equipment whatsoever at the
Premises, it will not be entitled to make any claims or demands
whatsoever
against the Company on account of a stoppage of the electricity
supply to
the Premises and/or disruptions in the supply thereof, on condition
that
the Company has acted reasonably and properly in supplying electricity
to
the Premises.
|
|
(n)
|
That
the electrical installation that will be installed by the Substitute
Lessee at the Premises will include cables and automatic systems
that will
ensure the double supply of the electricity loading at the Premises
to a
size of 0.92 at least.
|
|
3.
|
(a)
|
The
Company and/or any person on its behalf will be entitled to visit
the
Premises at any reasonable time, by prior arrangement with the
Lessee,
and, in cases of emergency, even without prior notice, to examine
the
electrical installations of the very kinds, and check the safety
and
conformity thereof to the accepted safety
standards.
|
| (b) |
Should
the Company be of the opinion that any electrical installation
that has
been installed at the Premises could cause damage to the general
electricity system in the Building or constitutes a safety risk
or
nuisance and does not meet the accepted safety standards and/or
that the
loading it imposes on the electrical service supply system could
disrupt
the system - the Company may demand the correction and/or replacement
or
alteration of such installation, and the Substitute Lessee undertakes
to
take all the steps required
in
order to fulfil its demand, within 15
days.
|
|
(c)
|
The
Substitute Lessee will be responsible for all and any damage that
will be
caused to the electrical equipment and/or installations at the
Premises
and/or the electricity system outside of the Premises as a result
of
operating a faulty or unsuitable electrical installation that matching
the
electric current or the electricity
supply.
|
|
4.
|
(a)
|
The
Substitute Lessee will be entitled to carry out at the Premises
internal
partitioning works of the electrical system and other electrical
works as
required according to the Substitute Lessee’s needs and the purpose of the
Lease.
|
|
These
works will be carried out by qualified electricians only, according
to the
requirements of the law and subject to the relevant Israeli standards,
at
the Substitute Lessee’s expense and full
responsibility.
|
|
(b)
|
Prior
to implementing such works, the Substitute Lessee will submit the
electricity system plans of the Premises, including all the elements
thereof to the Company for its prior approval, at least 90 days
before the
date planned for delivering possession of the Premises to the Lessee,
or
before the making of the requested change in the electrical
system.
|
|
(c)
|
The
electrical works will be carried out by the Substitute Lessee solely
in
accordance with plans that will be approved by the Company. The
Substitute
Lessee undertakes to effect any correction or alteration in the
plans that
will be required by the Company. Any electrical works carried out
by the
Substitute Lessee that do not accord with the approved plans may
cause the
Company to withhold connecting the Premises to the electrical network
in
the Building.
|
|
(d)
|
A
check of the electrical works at the Premises will be carried out
before
the delivery date of possession, by a private qualified electrical
examiner or Electric Corporation examiner. The connection of the
electrical system in the Premises to that of the building will
only be
effected subject to receiving the approval of such examiner, or
from the
Electric Corporation, as appropriate, and subject to the conformity
of the
works that have been carried out to those plans which have been
approved.
|
|
5.
|
The
Substitute Lessee may not extend or alter or add to the electrical
supply
installations at the Premises, without the prior written approval
of the
Company. The Company may disconnect or immediately remove any
extension,
alteration or addition that have been made without its authorisation.
The
Substitute Lessee will bear the costs involved in such disconnection
or
removal. Nothing contained above shall derogate from the Substitute
Lessee’s responsibility for any damage that will be caused to the
electrical supply installations as a result of such
work.
|
|
If
the Substitute Lessee wishes to enlarge the electrical supply to
the
Premises, this increase will be subject to the Company’s approval in
writing. The Company will not unreasonably withhold its consent
to approve
the enlargement, except in the case of technical reasons relating
to the
implementation thereof and reasons on cost-related
grounds.
|
|
The
Substitute Lessee will bear the payment of the enlargement, if
it is
approved. Such payment will constitute a prior condition for enlarging
the
electric supply.
|
|
6.
|
(a)
|
The
Substitute Lessee will allow and enable access, at all reasonable
times,
to any employee representing the Company, to any electrical installation
at the Premises, in order to check, maintain, inspect, install,
repair,
replace defective parts, remove, dismantle and assemble as will
be
required in the Company’s opinion the electrical installations supplying
electricity services to the
Premises.
|
|
(b)
|
In
order to carry out such works, the Company may temporarily and
for such
periods as will be required, disconnect the electrical supply to
the
Premises provided that the period of the disconnection of the electrical
supply will be reasonable, having regard to the type of work at
the
Premises. The Company will give 3 (three) days’ prior written notice of
the dates on which the works will be carried out. The Company will
endeavour to carry out the works during the times at which activity
in the
Building will be minimal.
|
|
(c)
|
The
Substitute Lessee will ensure that any installation hindering the
access
and implementation of the works mentioned above will be removed
and/or
moved.
|
|
7.
|
Any
instrument, accessory and other equipment relating to the electricity
supply services system and which have been installed by the Company
are
the exclusive property of the Company, regardless of whether the
Substitute Lessee has participated in the purchase and/or installation
and/or connection cost of such equipment or
not.
|
|
8.
|
(a)
|
The
Lessee will be prohibited from effecting work of any kind in the
instruments, accessories and other equipment belonging to the electrical
supply service system to the Premises (hereinafter: “the Electrical
Equipment”) without receiving the prior written consent of the Company to
effect such works.
|
|
(b)
|
The
Substitute Lessee will be responsible for keeping all the electrical
equipment at the Premises safe and intact, during the entire period
of the
Lease and/or the use of the Premises, and be responsible towards
the
Company for any damage that will be caused to the Equipment other
than
that resulting from reasonable and normal
wear.
|
|
9.
|
The
Substitute Lessee may not supply and/or sell electricity or supply
any
electrical services that have been supplied to it by the Company
for
consideration or otherwise and in any other manner. The Substitute
Lessee
will not be entitled to supply electricity independently in any
manner,
including by means of a generator, except for a generator for use
in
emergencies only.
|
|
10.
|
The
Company may disconnect or limit the supply of the electrical services
to
the Premises and other places in the Building, in the following
cases:
|
|
(a)
|
In
the event of a stoppage or limitation in the supply of electricity
originating in an internal or external defect in the main electrical
supply system in the Building, in the case of national or regional
electricity cuts originating in the Electric Corporation’s system or in
the internal electricity distribution system of the
Building.
|
|
(b)
|
In
the event of imminent danger to person or
property.
|
|
(c)
|
In
any other case in which the Company directs the need to suspend
the
electricity supply, on professional
grounds.
|
|
(d)
|
In
the event of the Substitute Lessee failing to pay the Company any
payment
or to the Company in accordance with the Principal Agreement, and/or
this
Addendum, and which has not been punctually paid, after 15 days’ prior
written notice.
|
|
(e)
|
The
Company will notify the Lessee in advance of any case of initiated
termination and/or limitation in the supply of the electricity.
|
|
11.
|
If,
as the result of any law, regulation, order, or act of any sovereign
or
other competent authority, it will become necessary, at the discretion
of
the Company, to make any changes in the supply system of the electricity
services to the Premises, the Company will make such changes, without
the
Lessee having any claim and/or demand whatsoever in respect
thereof.
|
|
12.
|
(a)
|
The
quantity of electricity used at the Premises is part of the components
in
respect of for which Electricity Fees will be paid by the Substitute
Lessee, in consideration of the supply of electricity
services.
|
|
(b)
|
The
quantity of electrical energy in kilowatt-hours that will be used
by the
Substitute Lessee will, as mentioned, be measured by means of a
separate
meter that will be installed by the Company to measure the amount
of
electricity used at the Premises.
|
|
(c)
|
Readings
of the meter will be made by the Company’s employees, and the notation of
such reading will serve as conclusive evidence in regard to the
amount of
the electricity that has been used by the Substitute
Lessee.
|
|
(d)
|
If
the meter is not properly functional for a particular period of
time, or
ceased operating altogether by reason of a malfunction or any other
reason, or in the event of the Substitute Lessee having used at
the
Premises electricity otherwise than via the meter or in a manner
that does
not conform with this Addendum, a calculation will be made by the
Company
of the amount of the electricity during such period of time on
the basis
of an assessment, compared with the use made during previous periods,
and
if this is not possible, the assessment will be made by way of
comparing
the use made by similar businesses to that of the Substitute
Lessee.
|
|
(e)
|
In
the event of the Substitute Lessee contesting the Company’s assessments
mentioned above, an electricity engineer to be appointed by the
Company
will determine the matter, whose determination will be binding
and
final.
|
|
(f)
|
In
any other case in which the Substitute Lessee contests the calculation
of
the amount of the electricity used at the Premises, its claim will
be
examined by the Company and if such examination finds that an inaccuracy
has occurred in the calculation, for a reason not dependent on
the Lessee,
the calculation will be corrected and the Substitute Lessee credited
and/or debited with the amount of such correction in the next ensuing
xxxx.
|
|
(g)
|
In
the event of an examination being made at the request of the Substitute
Lessee as above, in which it will be found that there is no basis
for the
Substitute Lessee’s claims, the Substitute Lessee will bear the costs of
the examination in the amount fixed from time to time by the
Company.
|
|
13.
|
In
the event of an electricity shutdown to the project and/or the
Premises,
the Company will not be bound to supply electricity to the Premises
from
an emergency generator or other backup source other than the Electric
Corporation, to any part of the Substitute Lessee’s electrical
installation, except for the parts that were planned in advance
would
receive backup from an emergency
generator.
|
|
14.
|
Upon
the expiration of the Lease Term, or in any case where the Premises
are
vacated by the Substitute Lessee or in the event of the Principal
Agreement being terminated, the meter connected to the Premises
will be
read and a notation made of such reading. This reading will be
used in the
final accounting between the parties in relation to the calculation
of the
Electrical Fees due from the Substitute Lessee to the Company for
the
supply of electrical services.
|
|
15.
|
Notwithstanding
that stated above in this Addendum, the Company may instruct the
Lessee to
connect to the electricity network and the electrical supply provided
by
the Israel Electric Corporation Ltd., and in such a case, the terms
and
conditions of the Electric Corporation will apply to all matters
related
to the contract and the supply of electricity to the Lessee. The
connection expenses to the electrical network will be borne by
the
Company.
|
|
16.
|
The
Company will assign to the Substitute Lessee all the rights which
a
customer of the Israel Electric Corporation has by law, including
the
right to compensation in respect of damages on account of malfunctions
and/or the failure to supply
electricity.
|
|
17.
|
If,
by the Commencement Date of the Lease, the Building will not be
permanently connected to the electricity network, the Company undertakes
to supply to the Substitute Lessee, on the Commencement Date of
the Lease,
electricity by means of a generator or a number of generators,
as
determined by the electricity engineer in such output as the Company
would
have able to supply to the Substitute Lessee if the Premises had
been
connected to the electrical
network.
|
In
witness whereof the parties have set their hand:
|
Mivneh
Taasiya Ltd.
|
Scopus
Network Technologies Ltd.
|
|
_________________
|
_____________________________
|
|
The
Company
|
The
Substitute Lessee
|
Addendum
No. 2 - Liability and Insurance
Attached
to the Agreement dated 2/2/2000
(hereinafter - “the Principal Agreement”)
This
Addendum extends the Substitute Lessee’s liability under the Agreement of Lease
and also overrides any provision in the Agreement of Lease dealing with the
insurance and liability, and in the case of any divergence between the
provisions of the Principal Agreement and those contained in this Addendum,
the
provisions of this Addendum will
prevail.
The
terms used in this Addendum will be construed in the same manner as they
are
construed in the Principal Agreement.
|
1.
|
Without
derogating from that stated in clause 10(a) of the Agreement of
Lease and
in addition to the provisions thereof, it is agreed that the Substitute
Lessee will be responsible for any loss, harm or damage to property
or
person of any kind whatsoever that will be caused to the Lessee
and its
successors and/or to the Company and its successors and/or to any
third
party, including, but without derogating from the generality of
the
foregoing - to the employees and/or suppliers and/or visitors of
the
Substitute Lessee and/or to the employees and/or successors of
the Company
following any act or omission of the Substitute Lessee and/or of
its
employees or its successors and/or following any act of the Substitute
Lessee and/or its successors or
assigns.
|
|
2.
|
The
Substitute Lessee undertakes to compensate the Company immediately
upon
its first demand, for the full amount of the loss, harm or damage
for
which the Substitute Lessee is responsible as aforesaid, and that
has been
caused to the Company or in respect of which the Company has or
may pay,
and for all the costs borne by the Company or which it may bear
in
connection with such claim of loss, harm or damage, all without
derogating
from the rights of the Company under this Agreement and/or at law
for any
relief or other remedy, all subject to the Company’s immediate notice in
writing to the Substitute Lessee of any such claim and the grant
of a
possibility to defend it. The amount of the compensation mentioned
will be
deemed to be a debt due to the Company from the Substitute Lessee
under
the provisions of this Agreement.
|
|
3.
|
3.1
|
Without
derogating from the liability of the Substitute Lessee under this
Agreement and at law, the Substitute Lessee undertakes to arrange
and
maintain, for the entire duration of the Principal Agreement, with
a duly
authorized and reputable insurance company, the following
insurances:
|
|
3.1.1
|
Extended
fire insurance of the insurer, for the full value, loss or damage
to the
contents and all the additions and renovations that have been added
to the
Premises and/or to the property of any kind whatsoever owned or
within the
responsibility of the Substitute Lessee and situated at or in the
vicinity
of the Premises (without derogating from such generality, including
the
furnishings, equipment, installations and inventories of any kind
whatsoever) against the risks of fire, smoke, lightning, explosion,
tempest, storm, flooding, earthquakes, liquid and cracked pipes
damage,
damage by vehicles and/or hoisting instruments, damage by aircraft,
strikes and disturbances, malicious damage and burglary. The insurance
will include a clause whereby the insurer waives its right to subrogation
against the Company and its successors and/or assigns and/or against
the
tenants and/or other lessees (if the insurances include the same
clause
regarding the waiver of subrogation against the Substitute Lessee)
provided such waiver of the right of subrogation will not apply
for the
benefit of any person who has caused damage
maliciously.
|
|
3.1.2
|
Liability
insurance towards third Parties in respect of liability for loss,
harm or
damage to the person or property of any body or person with a liability
limit of not less than a sum equal to $1,000 multiplied by the
area of the
Premises in square meters, save that such sum will be less than
$100,000
nor be greater than $5,000,000 in respect of a single insurance
event and
in the aggregate during one insurance year period. The insurance
will not
be subject to any limitation concerning: fire, explosion, panic,
hoisting
instruments, loading and unloading, contractors and sub-contractors,
defective sanitary appliances, poisoning, any harmful matter in
food or
drink, the making of additions and renovations in the Premises,
strike and
lockout as well as claims of subrogation on the part of the National
Insurance Institute. Such insurance will be extended to indemnify
the
Company in respect of its liability as owner of the Premises and
also in
respect of its liability for the acts and/or omissions of the Substitute
Lessee, subject to the cross-liability clause under which the insurance
will deemed to have been made separately for each of the individuals
comprising the assured.
|
| 3.1.3 |
Employers’
liability insurance in respect of the liability of the Substitute
Lessee
towards the persons employed by it to the limit of the customary
and
maximum standard liability in Israel on the date of making or renewing
the
insurance, the insurance not to include any limitation in regard
to
contractors and sub-contractors and their employees, the making
of
additions and renovations in the Premises, bait and poisons, and
the
employment of young persons. The insurance will be extended to
indemnify
the Company in the event of its claiming, with respect to the occurrence
of any work accident, that it bears the duties of an employer towards
any
of the Substitute Lessee’s
employees.
|
| 3.1.4 |
Consequential
loss insurance by reason of damage that has been caused to the
contents of
the Premises and/or the structure in which the Premises are situated,
for
the full value thereof, following the risks mentioned in clause
(3.1.1)
above, for an indemnity period of not less than twelve months.
The
insurance will include a clause regarding the waiver of the insurer
of the
right of subrogation against the Company and its successors and/or
against
the substitute lessees and/or other tenants (if their insurances
include
the same clause regarding the waiver of a right of subrogation
against the
Substitute Lessee) provided such a waiver of the right of subrogation
will
not apply for the benefit of any person who has caused damage
maliciously.
|
The
above
insurances will include an express condition that they have priority to any
insurance made by the Company and that the insurer waives any demand or claim
regarding sharing of the Company’s insurances.
The
insurances will similarly include an express condition whereby the above
insurances will not be reduced nor cancelled for the duration of the term
of the
Principal Agreement, without at least 60 days’ prior notice having been given to
the Company by registered mail.
|
3.2
|
In
the event of the Substitute Lessee turning to the Company requesting
to
permit prior entry to the Premises and such authority has been
granted to
it in writing by the Company, then, without derogating from the
remaining
conditions which may be imposed by the Company, the Substitute
Lessee
undertakes to perform that stated in clause 3.1 above as from the
date of
such prior entry, the term “prior entry” for the purpose of this clause
meaning the placing of any property in the Premises and/or the
authority
to effect additions and renovations in the Premises.
|
|
3.3
|
If,
in the Substitute Lessee’s opinion, it is necessary to make additional
and/or supplementary insurance to such insurances of the Substitute
Lessee, the Substitute Lessee undertakes to make and maintain such
additional and/or supplementary insurances, such additional or
supplementary insurance to include a clause containing a waiver
of the
right of subrogation against the Company and its successors (and
also
against the other lessees and/or tenants if their insurances contain
the
same clause regarding a waiver of subrogation) with respect to
property
insurances and/or the name of the assured will be extended to include
the
Company, subject to a cross-liability clause with respect to liability
insurances.
|
|
3.4
|
The
Company may, at its discretion, require the Substitute Lessee to
furnish a
certificate of the making of the insurances mentioned in clause
3.1 above.
In such a case, the Substitute Lessee undertakes, within 7 days
of such
demand, to furnish the Company with the certificate confirming
that such
insurances have been made, duly signed by its insurer. It is hereby
expressly agreed that the making of the insurances, furnishing
of a
certificate regarding the insurance, the examination or non-examination
thereof by the Company and/or by any person on its behalf, will
not
constitute any confirmation of the conformity of the Substitute
Lessee’s
insurances to that which has been agreed, or regarding the quality,
validity, extent or absence thereof; and this will not impose any
obligation whatsoever on the Company and/or any on the persons
representing it and/or remove any liability whatsoever from the
Substitute
Lessee.
|
|
Without
any demand on the part of the Company, the Substitute Lessee undertakes
to
re-deposit the insurance certificates during every year of insurance
before the expiry of the Substitute Lessee’s insurances or any of them, so
long as the Principal Agreement is in
force.
|
|
On
each occasion that the Substitute Lessee’s insurer notifies the Company
that the Substitute Lessee’s insurances are about to be reduced or
cancelled, as stated in the last passage of clause 3.1 above, the
Substitute Lessee undertakes to reconstitute the Substitute Lessee’s
insurances and furnish a new certificate of insurance, 30 days
prior to
the date of such reduction or
cancellation.
|
|
3.5
|
It
is stipulated and agreed between the parties that the non-exercise
by the
Company of its right to receive such certificates mentioned in
clause 3.4
above will not be deemed to be a waiver on the part of the Company
with
respect to the duty to maintain the insurances and/or furnish the
insurance certificates.
|
|
4.
|
The
Substitute Lessee undertakes to strictly uphold all the terms of
the
Substitute Lessee’s insurance, update the insurance amount in respect of
the insurances mentioned in clauses (3.1.1), and (3.1.4) above
from time
to time in order to always reflect the full value of the property
insured
thereunder, and fully and punctually pay the insurance
premiums.
|
|
5.
|
The
Company will make and maintain, for the entire duration of the
term of the
Principal Agreement, either independently or by the Management
Company,
the following insurances:
|
|
5.1
|
Insurance
insuring the loss or damage to the structure of the Premises (with
the
exception of additions and renovations added now or hereafter by
the
Lessee or its successors) in the full value thereof, and, without
derogating from the generality of the foregoing, including against
the
risks of fire, smoke, explosion, xxxxx, xxxxxxx, flood, earthquake,
damage
by liquid, harm caused by vehicles and/or hoisting instruments,
harm by
aircraft, disturbances, strikes, malicious damage and burglary.
Such
insurance includes a waiver clause by the insurer of the rights
of
subrogation against the Lessee and its successors, provided such
waiver of
the right of subrogation will not apply for the benefit of a person
who
has caused damage maliciously.
|
|
5.2
|
Insurance
of liability towards third parties in respect of the liability
of the
Company by reason of loss, harm or damage to person or property
of any
person and/or body whatsoever, with a limit of liability of $3
million per
event and cumulatively throughout the duration of a single annual
insurance term. The insurance will not be subject to any limitation
regarding fire, explosion, panic, hoisting, loading and unloading
instruments, contractors and sub-contractors, defective sanitary
installations, poisoning, strike and lockout as well as claims
of
subrogation on the part of the National Insurance Institute. Such
insurance will be extended to indemnify the Substitute Lessee in
respect
of its liability for the acts and/or omissions of the Company by
reason of
harm or damage caused outside the area of the Premises, subject
to a
cross-liability clause by which the insurance will have been deemed
to
have been made separately for each of the individuals comprising
the
assured.
|
|
5.3
|
Employers’
liability insurance in respect of the liability of the Company
towards the
persons employed by it with a limitation on liability in the sum
of
$1,500,000 per claimant, $2,500,000 per event and $500,000 cumulatively
for the term of the insurance, the insurance not to include any
limitation
regarding contractors and sub-contractors and their respective
employees,
bait and poison, and the employment of young persons.
|
|
The
Company expressly exempts the Substitute Lessee from any liability
for any
damage for which the Company is entitled to indemnity under the
insurance
mentioned in clause 5.1 above, and will have no claim and/or demand
against the Substitute Lessee in respect of such damage, subject
to the
proviso contained at the end of this clause. The exemption from
liability
will not apply in favour of any person that has caused damage with
malicious intent.
|
|
The
Substitute Lessee will, in respect of any insurance event caused
and which
is insured under the policy in consequence of any of the circumstances
described in clause 10 of the Principal Agreement and/or under
clause 1 of
this Addendum above, bear the amount of the deductible according
to such
policy on condition that the Lessee’s deductible in respect of any such
insurance event will not exceed the amount equal to the area
of the
Premises multiplied by $10 per square meter, or the sum of $22,000
-
whichever is the lower.
|
|
6.
|
The
Substitute Lessee hereby expressly exempts the Company and the
other
substitute lessees and/or tenants (if their agreements contain
the same
exemption against the Substitute Lessee) from any liability for
damage for
which it is entitled to indemnity under the insurances mentioned
in
clauses (3.1.1) and (3.1.4 above, or for which it would have been
entitled
to indemnity had not been for the deductible specified in that
insurance,
and will have no claim or demand against the above in respect of
such
damage. The exemption from the liability will not apply in favour
of any
person who has caused damage with malicious
intent.
|
|
Notwithstanding
the foregoing, it is agreed that the Substitute Lessee will be
entitled
not to effect any loss of profits insurance as mentioned in clause
(3.1.4)
above, save that the exemption mentioned above will apply as if
such
insurance had been made.
|
|
7.
|
Without
derogating from the Substitute Lessee’s liability set out in this Addendum
above, it is agreed between the parties that in respect of the
insurances
mentioned in clause 5 above, the Substitute Lessee will bear the
amount
specified in clause 17 of Appendix ‘A’ to the Agreement, on the
1st
day of every three months (hereinafter - “the Insurance
Expenses”).
|
|
There
will be added to the Insurance Expenses Linkage Differentials the
calculation of which will be made as mentioned in clause 3(a) of
the
Principal Agreement, mutatis mutandis, in accordance with that
stated
above in this clause.
|
|
The
due reimbursement of the Insurance Expenses will be treated as
payment of
rent for all purposes, including the obligation to pay payments
of
interest and linkage in respect of the arrears in payment of the
Insurance
Expenses. Value Added Tax at the lawful rate will be added to the
Insurance Expenses, Linkage Differentials and, where appropriate,
to the
interest also, and that tax will apply to the Substitute Lessee
and will
be paid by it together with the payment to which the VAT
relates.
|
|
If
the Company will be required by its insurer to pay it additional
sums over
and above that payable by it at the time of the signature of this
Addendum, in respect of the insurances mentioned above, then the
Company
may charge the Substitute Lessee additional sums equal to the Substitute
Lessee’s proportional percentage of all the Insurance Expenses mentioned
above, and the Substitute Lessee undertakes to pay the Company
such
additional sums on the first of the month following the date of
the
insurance company’s demand or on such later date as will be determined by
the Company.
|
|
The
addition will be fixed according to the rate of the increase between
the
Insurance Expenses which the Company will become liable to pay
to its
insurer, and the Expenses paid by the Company prior to the increase
thereof. Upon the occurrence of the foregoing, the Company will
furnish to
the Lessee, upon its demand, a written certificate of the Company’s
auditor of the amount of the increase in the Insurance Expenses
and the
determination by the auditor will be of binding effect against
the
Lessee.
|
|
8.
|
The
Substitute Lessee may inspect the copy of the insurance policy
issued to
the Company at the Company’s offices in Tel Aviv, and at each of its
branches, after prior arrangement.
|
|
9.
|
For
the removal of any doubt, it is agreed by the parties that the
insurance
benefits receivable by the Company under the insurance policy made
by the
Company as mentioned in clause 5 above, will be paid to, and belong
solely, to the Company.
|
|
10.
|
The
stamp duty costs of this Addendum will be borne and paid by the
Substitute
Lessee.
|
In
witness whereof the parties have set their hands:
|
Mivneh
Taasiya Ltd. (signed)
|
Scopus
Network Technologies (signed)
|
|
__________________
|
________________________
|
|
The
Company
|
The
Substitute Lessee
|
Appendix
to Addendum No. 2: Substitute Lessee’s Insurance Certificate
Date:
____________
Mivneh
Taasiya Ltd.
(hereinafter:
“the Company”)
0
Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx
Xxx
Xxxx
Dear
Sir/Madam,
|
Re:
|
Insurance
certificate according to the
Addendum
|
|
To
the Agreement dated ______________ (hereinafter: “the
Agreement”)
|
|
|
Between
you and_________________________ (hereinafter: “the Substitute
Lessee”)
|
We
hereby
confirm that commencing from _______________, we have effected in the name
of
the Substitute Lessee, the following insurances pursuant to that stated in
Addendum No. 1 - Liability
and Insurance
attached
to the Agreement.
|
1.
|
Extended
fire insurance insuring, in the full value thereof, loss or damage
to the
contents of the Premises and/or the additions and renovations added
to the
Premises and/or to property of any kind owned or within the responsibility
of the Substitute Lessee, in its full value and situated at or
in the
vicinity of the Premises (without derogating from the generality
of that
stated - including the furnishings, equipment, installations and
inventories of any kind whatsoever) against the risks of fire,
smoke,
lightning, explosion, xxxxx, xxxxxxx, flood, earthquake, damage
by liquid
burst pipes, damage by vehicles and/or hoisting instruments, damage
by
aircraft, riots, strikes, malicious damage and
burglary.
|
|
This
insurance includes a waiver clause by the insurer of the right
of
subrogation against the Company and its successors and/or against
the
other substitute lessees and/or tenants (if their insurances include
a
parallel clause concerning a waiver of the right of subrogation
against
the Substitute Lessee) provided such waiver of the right of subrogation
will not apply in favour of any person who has caused malicious
damage.
|
|
Insurance
amount: $ _____________
|
|
2.
|
Third
party liability insurance in respect of the liability by reason
of loss,
harm or damage to the person or property of any person and/or body
whatsoever.
|
|
The
insurance is not subject to any limitation regarding: fire, explosion,
panic, hoisting, loading and unloading instruments, contractors
and
sub-contractors, defective sanitary installations, poisoning, any
harmful
thing in food or drink, the making of any additions and renovations
in the
Premises, strike and lockout and claims of subrogation on the part
of the
National Insurance Institute.
|
|
This
insurance has been extended to indemnity the Company in respect
of its
liability as the owner of the Premises and also in respect of its
liability for the acts and/or defaults of the Substitute Lessee,
subject
to the cross-liability clause whereby the insurance is deemed to
have been
made separately for each of the individuals comprising the
assured.
|
|
Limit
of liability: $ _______________ per event, cumulative for the
annual
insurance period.
|
|
3.
|
Employers’
liability insurance in respect of the Substitute Lessee’s liability
towards those employed by it with the limit of the standard maximum
customary in Israel on the date of making or renewing the insurance,
the
insurance not including any limitation regarding contractors and
sub-contractors and their employees, the making of additions and
renovations in the Premises, bait and poison and the employment
of young
persons. The insurance is extended to indemnify the Company in
the event
of it being pleaded, with respect to the occurrence of any work
accident,
that it bears the duties of an employer towards any of the Substitute
Lessee’s employees.
|
|
Limit
of liability: $ ____________ per claimant, $ ________ per event
and $
____________ cumulatively for the annual insurance
period.
|
|
4.
|
Consequential
loss insurance by reason of damage caused to the contents of the
Premises
and/or the structure in which the Premises are situated, in the
full value
thereof following the risks mentioned in clause (1) above, for
an
indemnity period that will be not less than 12 months. The insurance
includes a waiver clause of the insurer of the right of subrogation
against the Company and its successors and/or any other substitute
lessees
and/or tenants (if their insurances include a parallel clause regarding
the waiver of the right of subrogation against the Substitute Lessee)
provided such waiver of the right of subrogation will not apply
in favour
of any person who has caused malicious
damage.
|
|
Insurance
amount: $ _______________
|
We
hereby
certify that all the above insurances have priority as against any insurance
made by the Company and that we waive any demand or claim regarding sharing
in
the Company’s insurances.
We
further certify that the above insurances will not be limited nor cancelled
for
the duration of the term of the Agreement, unless 60 days’ notice at least will
have been received to that effect by registered mail in advance.
Subject
to the terms and exceptions of the original policies to the extent they have
not
been expressly varied by this Certificate.
Yours
faithfully,
|
________________
|
________________
|
________________
|
________________
|
|
(Insurer’s
stamp)
|
(Insurer’s
signature)
|
(Signatory’s
name)
|
(Position)
|
Extension
and Amendment of the Agreement of Lease No. 0-1430-03-1
This
Addendum is made on the 17th
June, 2004
|
Mivneh
Taasiya Ltd.
|
||
|
00
Xxxxxxxxx Xxxxxx, Xxxxxxxx Pituach
|
||
|
Tel.
00-0000000, Fax. 00-0000000
|
||
|
(hereinafter:
“the Company”)
|
||
|
And:
|
Scopus
Network Technologies Ltd.
|
|
|
Corporate
No. 51-188910
|
||
|
Of:
00 Xx'xxxx Xx., Xxxx Xx'xxxx
|
||
|
Tel.
00-0000000; Fax. 00-0000000
|
||
|
(hereinafter:
“the
Lessee”)
|
| WHEREAS |
An
Agreement of Lease dated 19/8/2001 was made between the parties,
including
the Addenda thereto (hereinafter: “the
Agreement”)
in connection with the premises situated in the building at 00
Xx'xxxx
Xx., Xxxx Xx'xxxx, (hereinafter: “the
Building”)
and divided into the following sections: one unit on the first
floor of
the Building numbered 137.001.301 having an area of 3763 sq.m;
one unit on
the ground floor of the Building numbered 137.001.005 having an
area of
414 sq.m; one unit on the ground floor of the Building numbered
137.001.003 having an area of 227 sq.m; one unit on the basement
floor of
the Building numbered 137.001.(-1) 05 having an area of 22 sq.m;
78
parking places as delineated on the underground parking lot of
the
Building and 24 parking places in the upper parking lot of the
Building
(the three units and the parking places being hereinafter called
-
“the
Premises”);
and
|
| WHEREAS |
The
parties are desirous of varying the terms of the Agreement in relation
to
the Lease Term of the Lease and the Rent.
|
It
is therefore stipulated, declared and agreed between the parties as
follows:
|
1.
|
The
preamble to this Addendum constitutes an integral part
thereof.
|
|
2.
|
The
parties hereby agree that the Lease Term pursuant to this Addendum
will
commence on 1/6/2004
and expire on 31/5/2008.
The Lessee will be entitled to shorten the Lease Term and terminate
the
same on 31/5/2007
or
on any date if it gives the Company at least 12 months’ written notice
thereof. The Lessee will further be entitled to extend the Lease
Term for
a further 36 months (hereinafter: “the
Option Term”)
whereby the Agreement will be extended until 31/5/2011, if it gives
the
Company 120 days’ advance notice in writing thereof.
|
|
3.
|
The
Lessee will pay Principal Rent and Principal Parking Rental in
accordance
with the following, commencing from 1/6/2004:
|
|
The
sum of NIS. 190,405 per month in respect of the upper areas in
the
Building; the sum of NIS. 25,531 per month in respect of the parking
places and the sum of NIS. 500 per month in respect of the basement
area
of the Building;
|
2
|
Commencing
from 1/6/2006, the Lessee will pay Principal Rent and Principal
Parking
Rental in accordance with the following:
|
|
The
sum of NIS. 200,426 per month in respect of the upper areas in
the
Building; the sum of NIS. 25,531 per month in respect of the parking
places and the sum of NIS. 500 per month in respect of the basement
area
of the Building;
|
|
Commencing
from 1/6/2008, the Lessee will pay Principal Rent and Principal
Parking
Rental in accordance with the following:
|
|
The
sum of NIS. 220,469 per month in respect of the upper areas in
the
Building; the sum of NIS. 28,084 per month in respect of the parking
places and the sum of NIS. 550 per month in respect of the basement
area
of the Building;
|
|
The
Principal Rent and the Principal Parking Rental will be linked
to the CPI,
the Base CPI mentioned in the Agreement being that of April 2004,
published on 15/5/2004, standing at 100.4 points.
|
|
The
Rent and the Parking Rental will be paid on the first day of every
three
months in advance, commencing from 1/6/2004.
|
|
4.
|
It
is to be clarified that the Lessee will not pay to the Company
any
additional payment in respect of the making of Adaptation Works
and/or
renovations in the Premises, over and above the payments mentioned
in
clause 3 above.
|
|
5.
|
The
Lessee is hereby granted an option to lease up to 40 parking places
in the
Building owned by the Company at 00 Xxxxxx Xx., (hereinafter:
“the
Neighbouring Building”),
at the price of NIS. 160 plus VAT, this option to be available
to the
Lessee for the duration of the Lease Term mentioned in clause 2
above.
|
|
6.
|
This
Addendum constitutes an integral part of the Agreement. In the
event of
any divergence between the Agreement and the Addendum - the provisions
of
this Addendum will prevail.
|
In
witness whereof we have set our hands:
|
Mivneh
Taasiya Ltd. (signed)
|
Scopus
Network Technologies Ltd. (signed)
|
|
|
__________________
|
_____________________
|
|
|
The
Company
|
The
Lessee
|
|
|
Xxxxx
Xxxxxx
|
Extension
and Amendment of the Agreement of Lease No. 0-1430-03-1
This
Addendum is made on the 17th
June, 2004
|
Mivneh
Taasiya Ltd.
|
||
|
00
Xxxxxxxxx Xxxxxx, Xxxxxxxx Pituach
|
||
|
Tel.
00-0000000, Fax. 00-0000000
|
||
|
(hereinafter:
“the Company”)
|
||
|
And:
|
Scopus
Network Technologies Ltd.
|
|
|
Corporate
No. 51-188910
|
||
|
Of:
00 Xx'xxxx Xx., Xxxx Xx'xxxx
|
||
|
Tel.
00-0000000, Fax. 00-0000000
|
||
|
(hereinafter:
“the
Lessee”)
|
| WHEREAS |
An
Agreement of Lease dated 17/6/2004 (hereinafter: “the
Principal Agreement”)
was made between the parties in connection with the premises situated
in
the building at 00 Xx'xxxx Xx., Xxxx Xx'xxxx, (hereinafter: “the
Building”);
and
|
| WHEREAS |
The
Lessee wishes to lease an additional unit in the Building.
|
It
is therefore stipulated, declared and agreed between the parties as
follows:
|
1.
|
The
preamble to this Addendum constitutes an integral part
thereof.
|
|
2.
|
Commencing
from 1/7/2004 the unit numbered 137.002.004 having an area of 468
sq.m
(hereinafter: “the Additional Premises”) will be added to the Premises.
Notwithstanding the foregoing, the Lessee declares that it will
use the
area of 180 sq.m out of the Additional Premises only.
|
|
3.
|
Commencing
from 1/7/2004, the payments of the Rent, Management Fees and Insurance
Fees will increase according to the ratio that the area of 180
sq.m. bears
to the total areas of the Premises plus 180 sq.m. The Lessee undertakes
to
notify the Company immediately in the event of the extent of the
use of
the Additional Premises changing, and the Company will adjust the
payments
according to the actual use. It is clarified that the Lessee’s
undertakings under the Principal Agreement will apply with respect
to the
Additional Premises only in respect of the proportionate share
thereof
that will actually be used by it.
|
|
4.
|
In
addition, commencing from 1/6/2004, the amount of all the Lessee’s
payments to the Company will drop by 1.1% (Rent and Management
Fees) in
respect of the use that the Partner company makes of the secured
protected
area on the mezzanine floor of the Building, and for the duration
of such
use thereof.
|
|
5.
|
It
is to be clarified that the Lessee may have a survey made of the
Premises,
including the Additional Premises by a qualified surveyor and if
it
transpires that the area of the Premises is otherwise than in accordance
with the areas specified in the Principal Agreement and this Addendum
thereto, the Rent and the remaining payments applicable to the
Lessee in
accordance with the Principal Agreement and this Addendum will
be
adjusted.
|
2
|
6.
|
This
Addendum constitutes an integral part of the Agreement. In the
event of
any divergence between the Agreement and the Addendum - the provisions
of
this Addendum will prevail.
|
In
witness whereof we have set our hands:
|
Mivneh
Taasiya Ltd. (signed)
|
Scopus
Network Technologies Ltd. (signed)
|
|
|
__________________
|
_____________________
|
|
|
The
Company
|
The
Lessee
|
|
|
Xxxxx
Xxxxxx
|
Agreement
for the Leasing of Linked Parking Places
Agreement
no. 10127249
|
Between:
|
Mivneh
Taasiya Ltd.
|
|
|
11
Hamanofim Street, Ackerstein Towers, Herzliya Pituach
|
||
|
Tel.
00-0000000; Fax. 00-0000000
|
||
|
(hereinafter:
“the Company”)
|
||
|
And:
|
Scopus
Network Technologies Ltd.
|
|
|
Corporate
No. 51188910-7
|
||
|
Of:
0 Xxxxxxxx Xx., Xxxxx
|
||
|
Tel.
00-0000000; Fax. 00-0000000
|
||
|
(hereinafter:
“the
Lessee”)
|
|
1.
|
Whereas,
as part of the Principal Agreement of Lease between the parties
dated
_________________ and the Addendum to the Agreement dated
_________________, the Company hereby leases to the Lessee parking
places
for exclusive use in the parking lot in the Building at 00 Xx'xxxx
Xx.,
Xxxx Xx'xxxx, (hereinafter: “the
Parking Lot”;
“the
Parking Places”)
as set out below: 24 places in the outside Parking Lot and a further
78
Parking Places in the underground Parking Lot. The Parking Places
are
delineated in green
on
the plan attached to this Agreement as Appendix A, and marked on
the
ground; and
|
|
2.
|
Whereas,
the Lessee has requested from the Company to take a lease of a
further 44
Parking Places and the Company, being the proprietor of the rights
in
these further Parking Places and there being no impediment to grant
a
lease of the further Parking Places to the Lessee has agreed to
grant a
lease to the Lessee exclusively of the following additional Parking
Places: 20 Parking Places in the outside Parking Lot and 24 Parking
Places
in the covered Parking Lot (hereinafter: “the Parking
Places”).
|
|
3.
|
The
term of the lease of the Additional Parking Places is from 1/7/05
expiring
on 31/5/08, all subject to the prior exit dates mentioned in clause
2 of
the Addendum to the Agreement of lease numbered 10314300, that
was signed
between the parties on 17/06/04 (hereinafter: “the Principal Agreement of
Lease”).
|
|
4.
|
It
is agreed by the parties that the Lessee will be entitled to use
each of
the Parking Places solely for the parking of one vehicle in one
Parking
Place.
|
|
The
Lessee will not be entitled to use the Parking Place for any other
purpose
except for Parking only.
|
|
5.
|
The
Lessee will pay the Company in advance, on the first day of every
three
months, the Principal Parking Rental for the Additional Parking
Places
(44) commencing from 1/7/2005, Linkage Differentials will be added
to the
Principal Parking Rental, as hereinafter defined:
|
CPI
- means
the Consumer Price Index, including fruits and vegetables published by the
Central Bureau of Statistics. If the base CPI is replaced or the system of
calculation and making thereof is replaced or if it is published by another
body
other than the above Bureau, the Company will make the calculation of the
increase in the CPI for the purposes of this clause, having regard to such
changes.
2
The
Base CPI
-
the
CPI
published on 15/06/05.
New
CPI -
means
the last CPI published from time to time before the date fixed in this Agreement
for the making of any of the payments which the Lessee has undertaken to
pay as
set out above.
|
Linkage
Differentials
-
means the difference between the New CPI and the Base CPI divided
by the
Base CPI, and multiplied by the Principal
Rent.
|
|
NIS.
33,348 commencing from 1/07/05 until
30/09/07.
|
|
NIS.
35,015 commencing from 1/10/07 until
30/09/09.
|
|
7.8
|
The
Lessee will not be entitled to grant a sub-lease of the Additional
Parking
Places (44) except to a subsidiary or integrated company of the
Lessee, on
condition that a Sub-lease Addendum will be signed between the
Company and
the Lessee whereby the integrated or subsidiary company will assume
all
the Lessee’s undertakings under this Agreement.
|
In
witness whereof the parties have set their hands:
|
__________________
|
_____________________
|
|
|
The
Company
|
The
Lessee
|
Addendum
to the Agreement of Lease dated _________________ (hereinafter: “the Principal
Agreement”)
Between
Mivneh
Taasiya Ltd.
(hereinafter:
“the Company”)
And
Scopus
Network Technologies Ltd.
(hereinafter:
“the
Lessee”)
| WHEREAS |
An
Agreement of Lease was signed between the Lessor and the Lessee
in
relation to Building no. 137.2 in the Afek Park, Rosh Ha'ayin;
and
|
| WHEREAS |
The
Lessee has given notice to the Lessor of its wish to increase the
area of
the Premises and take a lease of an additional area;
|
| WHEREAS |
The
Lessor has acceded to its request.
|
It
is therefore stipulated, declared and agreed between the parties as
follows:
|
1.
|
The
preamble to this Addendum constitutes an integral part of the Principal
Agreement, in the absence of any intention to the contrary.
|
|
2.
|
Commencing
from 1/04/2005, an additional area of 141 sq.m. will be added to
the
Premises, and numbered 137.2.7 (hereinafter: “the Additional Premises”).
|
|
3.
|
The
Term of the Lease of the Additional Premises will expire on
31/5/2008.
|
|
4.
|
It
is agreed between the parties that the Company will have the option
of
withdrawing the Agreement of Lease in respect of the Additional
Premises
on condition it gives the Lessee 30 days’ prior notice of its intention.
|
|
5.
|
It
is agreed between the parties that payment of the rent in respect
of the
Additional Premises will commence on 1/7/2005, despite the fact
that the
Agreement commences from 1/4/2005.
|
|
6.
|
The
Principal Rent in respect of the Additional Premises (as defined
in
Appendix A to the Principal Agreement) will be as set out:
|
|
NIS.
2,670 commencing from 15/05/05 until
31/05/07.
|
|
NIS.
2,805 commencing from 1/6/06 until
31/05/08.
|
|
7.
|
The
amounts mentioned in clause 5 of this Addendum above will be linked
to the
CPI as set out in clause 3(a) of the Principal Agreement, the Base
CPI
having been published on 15/3/04.
|
2
In
witness whereof the parties have set their hands on
22.3.05:
|
__________________
|
_____________________
|
|
|
The
Company
|
The
Lessee
|
|
|
(signed)
Boaz Plezenstein
|
||
|
Deputy
Vice-President for Human Resources
|
||
|
Scopus
|
||
|
Network
Technologies Ltd.
|
