RENTAL CONTRACT
UNPROTECTED ACCORDING TO THE TENANTS' PROTECTION LAW
(VARIOUS INSTRUCTIONS) OF 1968
AS DRAFTED INTO THE TENANTS' PROTECTION LAW (CONSOLIDATED
VERSION) OF 1972
Made and signed in Tel Aviv on March 25, 1997
Between 1. X. Xxxxx & Co. Ltd., private company no. 51-058094
2. Dar-Eli Construction and Investment Co. Ltd., private company
no. 00-000000-0 both together and separately and with mutual
guarantee between themselves of 000 Xxxx Xxxx Xx., Xxx Xxxx
hereinafter called "the lessor" on the one hand
And between O.M.D. Optical Memory Devices Ltd., private company no.
00-0000000 through its authorized director Glosko Xxxxx, ID no.
0-0000000-0 all together and separately and with mutual guarantee
between themselves hereinafter called "the tenant" on the other
hand
Whereas The lessor holds and is the owner of a hall marked in drawing no.
252 temporary + kitchenette + 2 WCs + a protected room inside the
property object of the rental rented with a total of about 239.14
sq. x. xxxxx (including 10% participation in its relative part of
the common property object of the rental ). These are the details
of the common property object of the rental: a) The place where
the garbage bins will be set according to the plan of the
authorities; b) The entrances (lobbies) of the staircases; c) The
elevator shafts; d) Airways and piping ducts; e) Elevators'
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machine rooms; f) Entrance lobby to the property object of the
rental from the elevator. g) The place for the electricity,
telephone boxes (water meters) the hall is on the fifth floor
(above the ground) facing southeast as it shows in the attached
drawing painted yellow and marked with the Hebrew letter "aleph"
and that is an inseparable part of the present rental contract,
and that is situated in the building Wing no. 2 new building for
high-tech industries with 6 floors and with halls for hi-tech
industries (ground floor + 5 typical floors) with 2 staircases
and 2 passenger elevators starting from the ground floor and
until the upper floor, situated in the industrial park Xxxxx Park
Rechovot temporary plot 1006 formerly parcel 70 block 3695.
And whereas The lessor wishes to rent the property object of the rental to
the tenant in rental unprotected by the Tenants' Protection Law
(Consolidated Version) of 1972 and/or any law that shall come in
its place or is added about the same matter (hereinafter -
"Tenants' Protection Law").
And whereas The tenant has decided to rent the property object of the rental
unprotected by the Tenants' Protection Law.
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
ACCORDINGLY, IT IS AGREED, DECLARED AND CONDITIONED
BETWEEN THE PARTIES AS FOLLOWS:
1. The introduction to the present contract forms an inseparable part of it.
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2. The parties declare:
A. On August 20, 1968 there were no tenants in the property object of the
rental , defined in the Tenants' Protection Law as having the right to
hold the property object of the rental.
B. The property object of the rental is located in a new building completed
after August 20, 1968.
C. The property object of the rental is not rented with key money and the
tenant did not pay to the lessor any money and he is not bound to pay to
the lessor any money, except the financial undertakings described in the
present contract.
D. The rental object of the present contract is not protected under the
Tenants' Protection Law.
E. The tenant declares and knows that the lessor advised it explicitly that
according to the building permit held by the contractor Xxxxx Xxx-Xxx and
according to the plans of the Rechovot Local Authority the use of the
building where the property object of the rental is situated is for
hi-tech industries only and/or uses permitted according to the building
permit and/or the competent authorities. However, it is expressly
emphasized that a basic condition of the rental contract between the
tenant and the lessor is that no use shall be made of the building where
the property object of the rental is situated as a workshop, locksmith's
workshop, carpentry, garage and other businesses and shops that cause
noise or dirt and that the destination of the units in the building where
the property object of the rental is situated as registered in the
regulations of the condominium is high technology industries - excluding
those that might cause a use that is contrary to the Abatement of
Nuisances Law of 1961 and its regulations, and also according to the
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decisions and broadening by the Local Building and Planning Commission of
Rechovot and/or any exceptional use, and/or a change of use as allowed by
the Rechovot Local Commission. The tenant also declares that it is of its
knowledge that the halls in the first floor might serve as exhibition
halls, bank branch, halls for commerce and services and so on, and that it
is prevented from claiming that said use entails a nuisance or causes it
any damage.
Moreover, it is known to it that the structure of Wing C that is in the
front of Wing A shall be used as an exclusive restaurant and/or cafeteria
and/or another use as permitted by the competent authorities.
3. The present contract cancels previous contracts and agreements having as
object the rental of the property object of the rental, in case they exist.
4. Canceled.
5. A. The lessor undertakes subject to the conditions of the present contract
to rent the property object of the rental starting from May 15, 1997 and
until May 14, 1999 (midnight) (hereinafter "the rental period").
B. In spite of the terms of art. 5 A. above, concerning the rental period,
the tenant shall have an option given by the lessor to extend the rental
period for two additional rental periods (each one of them with 12
months), that is, starting from May 15, 1999 and until May 14, 2000
(midnight) and another period from May 15, 2000 until May 14, 2001
(midnight).
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
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In order to dispel any doubts, in case the tenant exercises the option
subject to the conditions of the present contract, then said option shall
apply to the whole year of rental (of 12 months). The first extended
rental period shall start from May 15, 1999 and end on May 14, 2000
(midnight) and the second extended rental period shall start on May 15,
2000 and end on May 14, 2001 (midnight), all according to the express
condition that the tenant has fulfilled all his undertakings as detailed
below:
1) The tenant has faithfully fulfilled all the instructions of rental in
that he has not breached a fundamental breach of the contract during
the rental period and has also made all the payments to the different
authorities as required by the present contract.
2) It is agreed between the parties that the option to extend the rental
period shall be exercised automatically for 12 full months of rental
unless the tenant advises the lessor at least 75 days before the end
of the rental period or the extended rental period in writing
according to the address above that it is not its intention to extend
the rental period as described in art. 5 B. above.
C. The lessor shall be entitled to cancel the rental contract and bring it
to an end, providing it has given advance notice about this in writing 60
days whenever the tenant has breached or does not fulfill in due time a
fundamental condition of the present rental contract (hereinafter
"fundamental breach"). In spite of the terms of this article, the tenant
is given the possibility to repair the breach within 30 days from the day
of delivery of said notice by the lessor and in case the breach is not
repaired then the terms of the present article shall be fully valid.
6. A. The tenant undertakes to pay to the lessor for each month of the rental
period of the property object of the rental the amount of US$ 2,497 + VAT
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as against a tax invoice, equivalent to NIS 8,420 + VAT + linkage
differentials. This amount includes payment for 4 uncovered parking
spaces on the roof that will be for the use of the tenant, the places of
the parking will be according to the attached parking plan marked with
the Hebrew letter "Aleph 1" and their places are marked in the plan as
169, 170, 171 and 172.
In order to dispel any doubts, the rental payment in dollars shall be
translated into NIS according to the basic exchange rate known on the day
of signature of the contract, that is, on March 25, 1997 and that is the
representative rate of exchange of NIS 3.372 per US$1 and in total NIS
8,420 + VAT as required by law.
The monthly rental payment shall be paid once every 3 months in advance
until the end of the rental period, that is, May 14, 1999 (midnight)
while pegged to the Cost-of-Living Index.
1) It is agreed by the parties that the said monthly rental payments
shall be linked to the Consumer Price Index as defined in the
following detailed definition, and they shall be according to the
payment conditions the tenant undertakes to pay the linkage
differences to the Consumer Price Index immediately with the demand
from the lessor together with VAT according to the law as it applies
during the demand for payment.
2) For purposes of the present contract, the following terms shall have
the following interpretation:
"Payment linked to the Consumer Price Index" - if it becomes clear
from the Consumer Price index published from time to time before any
payment is due from the tenant according to the present contract
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(hereinafter "the new index") that the new index rose compared to the
index published on March 16, 1997 (hereinafter "the basic index") the
payment due from the tenant according to the present contract shall
be paid with the increase in the same proportion of the raise of the
new index compared to the basic index, but not less than the basic
index, that is, 145.4 points.
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
3) "Consumer Price Index" - The Consumer Price index includes fruit and
vegetables, and it is set by the Central Bureau of Statistics and the
Research Department, or by any other Government body, or any official
index coming in its place, whether it comes or not, if another index
comes, the index shall be according to the proportion set by the said
Bureau between it and the exchanged index. In case said Bureau during
3 months from the day of publishing of the other index does not set
the above proportion - the said proportion shall be set in
consultation with economics experts, in such a way that each party to
the contract appoint one economics expert on its behalf. If the two
said experts do not reach agreement they shall appoint a third expert
and the decision of the third expert shall bind the parties for all
purposes.
The dates of the payments mentioned in the present contract are a
fundamental condition of the contract and breach of one of these
conditions shall be considered a fundamental breach of the contract.
In spite of the terms of the present article, it is agreed between
the parties that a delay of up to 7 days in the payment of rental by
the tenant to the lessor shall not be considered a fundamental breach
of the conditions of the contract.
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C. On the occasion of signature of the contract the tenant shall pay the
lessor the amount of NIS 25,260 together with VAT as required by law on
account of rental for the period May 15, 1997 - August 14, 1997 and the
signature of the lessor on the present rental contract shall serve as
proof for the receipt of the said amount. The balance of rental payments
for the above period starting from August 15, 1997 shall be paid to the
lessor according to art. 6 B. above.
D. It is agreed between the parties that in case the tenant wishes to
exercise the option mentioned in art. 5 B. above, then the rental period
shall be extended by 12 additional months for each rental period
extension and all subject to the terms of art. 5 B. 2) while the rental
payment stays subject to the conditions of the contract as mentioned in
art. 6 B. above.
In order to dispel any doubts, the payment of VAT shall be made by
postdated check to the 15 of the month of the reported month, that is, 15
of the month after the date of actual payment of the rental payment.
In order to dispel any doubts, the rental payments paid during the period
of option will be of a month of rental in the amount of NIS 8,420
together with VAT while this amount is pegged to the basic index to be
published by the Central Bureau of Statistics on March 16, 1997, that is,
145.4 points compared to the index to be known on the day of actual
payment of each and every payment.
E. It is hereby agreed between the parties that if the check/note given by
the tenant to the lessor as rental payment as above is not honored, this
shall be considered also as a breach of other laws as non-payment of the
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conditions of rental contract with all this means from the articles of
the present contract and then the lessor shall have the right to enter
the property object of the rental , to change locks and to hold it to
remove chattels belonging to the tenant and depositing them on account of
the tenant, and the tenant shall have no claims against the lessor for
this action and this only after it is sent to the tenant a written notice
by registered mail by the lessor that the tenant does not stand by the
conditions of the contract and 15 passed from the day of delivery of the
notice to the post office.
F. It is hereby agreed that non payment of a check and/or note given by
the tenant in due time shall cause that the tenant shall bear fees for
lack of honoring the check and/or note with banking interests for
overdrafts at the rate acceptable at the Union Bank of Israel Ltd.
7. The tenant hereby declares that it is known to it that besides the rental
payments it must pay VAT as required by law.
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
8. A. The tenant shall use the property object of the rental only for the
purposes of high-tech offices business activity computers and all that is
connected with that and shall receive for this a license from the
authorities about managing its business in the property object of the
rental.
B. Any advertisement or sign of the tenant shall be paid by the tenant and
be ordered in common through the lessor. The place, size, shape and color
shall be set exclusively by the lessor and/or the architect and engineer
of the building.
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C. The tenant hereby declares that it has know-how about its business and
its licenses for operations and that before signing the present contract
it had the opportunity to check and it indeed actually checked the
suitability of the property object of the rental for the purposes of the
rental and the possibility to receive a license or licenses required to
operate the purpose of the rental in the property object of the rental as
it is, and that it found the property object of the rental and concerning
the matter of receiving said license.
The tenant undertakes to manage its business in the property object of
the rental in the framework of the purposes of the rental according to
all the licenses and permits required according to the law of any
authority and/or government, city or any other body for business licenses
and be granted at its account and responsibility any said license and
permit in order to operate any business in the property object of the
rental.
9. A. The tenant has checked the property object of the rental, found it
suitable to the purposes of the rental and declares that it did not find
any unsuitability. If any such unsuitability then it waives any remedy
that is given to it for the unsuitability and also any claim because of
hidden fault and/or after visual checking correct as of the time of
signature of the present contract the terms of the present article shall
be adapted even to construction made in the property object of the rental
according to the building plans that the tenant undertakes to deliver
within 14 days from the date of signature of the present contract. It is
also known to the tenant that the weight on the ceiling areas - is the
usable weight of 500 kg. per square meter and that before the
introduction of equipment into the property object of the rental it must
receive professional advice and instructions from the building engineer,
Xx. Xxxxxx Xxxx.
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B. The lessor undertakes at the moment of delivery of the possession of the
property object of the rental, the property object of the rental as
detailed in the attachment attached to the present rental contract. It is
an inseparable part of it and marked with the Hebrew letter "Beit".
C. Canceled.
10. The lessor and/or its representative are permitted to enter the structure of
the property object of the rental at any reasonable time and with previous
coordination in order to verify if the instructions of the present contract
are being fulfilled by the tenant, but this check and/or right to check does
not give to the tenant any right to breach and/or continue to breach the
present contract.
11. A. It is expressly emphasized that the rental period is of two years only.
That is, from May 15, 1997 till May 14, 1999 (midnight) only and all
according to the conditions that the lessor received the improvement
plans within 14 days from the date of signature of the present contract.
The extended rental periods shall be as detailed above and under the
express condition that the tenant has fulfilled its undertakings
according to the conditions of the contract and in no case no more than
the periods detailed in the present contract in arts. 5 A. and B. above.
12. The lessor declares that the property object of the rental was delivered to
the tenant while it is connected to the electricity grid and to the water
lines while it has arranged all matters concerning the connections to
electricity counters at the Electricity Company and the Local Authority on
its account only.
13. Besides the said rental payments, the tenant shall bear payments for the
following matters that will be paid by it starting from the day the tenant
has entered the property object of the rental.
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a. General municipal taxes set by the Municipality and Business Tax in case
it is due.
b. Water supply and use of water and electricity bills, garbage fees and any
city fees due by the tenant in the rented property object of the rental .
c. Payment of expenses of service and maintenance insurance for the
air-conditioners and smoke and fire detectors found in the property
object of the rental.
d. The payments set by the condominium commission or building commission
where the property object of the rental is located and/or expenses for
current maintenance and cleaning of the staircase and patio of said
building. In order to dispel any doubts, the participation of the tenant
in said expenses according to art. 13 d. shall be in proportion to the
area under its use relative to the general area of all the tenants of the
building.
e. It is known to the tenant that the building where the property object of
the rental is situated shall be managed by a condominium commission by or
through a maintenance company or a management company that shall sign a
contract with the condominium commission and that the tenant undertakes
towards the lessor to bear all maintenance expenses of the property
object of the rental and the common property object of the rental
attached to it and all according to what is set for each tenant and unit
owners where the property object of the rental is situated whether
through the condominium commission or through the maintenance company or
management company as decided upon by the condominium commission or the
tenants and owners of units in the building it is agreed between the
parties that in case the cost of management fees and maintenance expenses
of the common property object of the rental only shall not be more than
US2 at the representative rate of exchange per 1 sq. x. xxxxx + VAT as
required by law.
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14. Any xxxx submitted according to art. 13 above by the body to whom it is due
payment shall be an apparent proof for the matter of amount of the debt
relative to bills for the period that only partially related to the periods
when the tenant has rented the property object of the rental, then the
tenant shall pay only its relative part.
In spite of the above, it is agreed between the parties that the tenant
shall have an extension of 21 days from the receipt demands from the
authorities to check the debt for purposes of payment. After this it shall
owe the payment.
15. The tenant shall be responsible for any fine, collection fee, interest and
payment imposed for delays in executing said payments in art. 13, and it
shall pay them within 21 days from the date it was required to do so.
16. The lessor is entitled to pay any notice of payment for matters mentioned in
art. 13 above in case they are not paid by the tenant and the tenant has not
received any notice from the several authorities to pay the debts. In this
case, the tenant shall pay to the lessor any amount paid by it within 21
days from receipt of a notice about it from the lessor and against the legal
certifications of the payments that were made, and the tenant shall not be
entitled to object to the amount as per art. 13 above. And this as said
after the tenant has received a respite of 21 days to check the amount of
the debt to the several authorities.
17. A. The tenant undertakes to make careful use of the property object of the
rental and it is responsible for any damage in the property object of the
rental and/or any malfunction occurred and/or caused to it, except
damages caused in the property object of the rental by normal wear and
tear.
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B. The tenant is not entitled to make any changes or any investments in the
property object of the rental . If in spite of the instructions of the
present article the tenant makes changes and additions in the property
object of the rental, it shall not be entitled to any payment for them
and the expenses of returning the property object of the rental to its
previous state shall be borne by the tenant and they shall be paid by it
within 21 days from the day of demand from the lessor. In case the tenant
wishes to make any changes for purposes of the rental it must receive
from the lessor its agreement but under the express condition that it is
known to it that any addition added by the tenant to the structure of the
property object of the rental shall belong to the lessor including
electrical installation installed in the property object of the rental.
C. Subject to the terms of sub-article B. above, the lessor agrees to make
it possible for the tenant to make internal changes in the property
object of the rental for purposes of the rental including construction of
additional partitions and/or moving or cancellation of existing
partitions and also to invest investment in the property object of the
rental but not to destroy external walls and not to damage the
foundations of the structure. And all this under the express condition
that the tenant expressly declares to the lessor that during the
evacuation of the property object of the rental the state of the property
object of the rental shall stay as it was at the eve of the evacuation
unless the lessor agrees that these investments shall stay in the
property object of the rental - in this case any addition that the tenant
leaves shall belong to the lessor without any consideration from its
part.
It is also agreed that in case there will be the need to whitewash the
walls as a result of the use of the property object of the rental the
tenant undertakes to whitewash them before it evacuates the property
object of the rental.
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D. Any waiver or agreement about any matter that one party has waived or
agreed in favor of the other party shall only be valid if it is given in
writing and it is signed by it.
18. At the end of the rental period or at the end of the extended rental period,
all according to the situation, the tenant shall evacuate the property
object of the rental of any person and/or chattel that does not belong to
the lessor and return the possession of the property object of the rental to
the lessor while the property object of the rental is clean and without any
damage, except for reasonable wear and tear (evacuation according to the
present article shall be called "evacuation of the property object of the
rental").
A. If the tenant breaches any of the fundamental conditions of the contract
the lessor shall be entitled after sending advance notice of 30 days that
it shall vacate the property object of the rental immediately, in case
the tenant does not vacate as required the lessor shall be entitled to
remove the lessor by force through its previous agreement as given in the
present article and all expenses for this evacuation shall be borne by
the tenant only and also the tenant is responsible for any damage caused
to the lessor as a result of the evacuation made by force by the lessor.
19. The tenant shall evacuate the property object of the rental immediately, in
the event of any of the following:
A. The tenant has made a fundamental breach of the present contract and
received a notice in writing about it from the lessor to repair the
breach within 30 days from the notice in registered letter and did not
repair the breach.
B. An order of apprehension of assets is given against the tenant or a
receiving order for its assets is given or a dissolution order against
the tenant and the order is not cancelled within 60 days from the date of
the order or if the tenant has given notice of voluntary dissolution.
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C. Without prejudice of the above, the tenant has not paid a payment of the
payments imposed according to the present contract. For instance rental
payments, municipal taxes, payments to the Electricity Company and so on,
for more than a period of 3 months.
D. Without prejudice to the above the tenant uses the property object of the
rental for purposes other than expressly agreed above.
E. In spite of the terms of the present article, it is agreed between the
parties that this action shall not be taken by the tenant unless he was
given beforehand an advance notice of 30 days in writing to repair the
breach and the breach was not repaired by it.
20. A. If the tenant is obliged to evacuate the property object of the rental
for any reason whatsoever, then the tenant shall pay the lessor for each
day of delay in the evacuation of the property object of the rental as
above previously agreed compensation of US$150 per day of delay. This
amount shall be paid as exchanged into new Israeli shekels according to
the representative rate of exchange of the dollar at the date of payment
of the compensation agreed in the present article. The above agreed
compensation is as defined in the Law of Contracts (Remedies against
breach of contract) of Tashla"a - 1971.
B. The above does not contain anything in order to prejudice the right of
the lessor to xxx for repossession and/or immediate evacuation of the
tenant from the property object of the rental and return of the exclusive
use and possession of the property object of the rental in its hand or
any other remedy given it by the present contract or according to the
law. And all under the express condition that the lessor has succeeded in
its suit against the tenant.
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21. A. The tenant undertakes to take measures of care in order to avoid damaging
actions and/or damages against any person and/or asset and to prevent the
disappearance of any object from the structure of the property object of
the rental.
B. The tenant undertakes to compensate the lessor for any amount as decided
against the lessor for suits whose cause of action is damages or damages
to a person and/or assets connected to the property object of the rental
during the rental period whose source and/or are connected directly to
its actions or omissions except events that happened in public areas.
It is agreed between the parties that said compensation shall be valid in
cases where the tenant is given a written notice about the suit as above
and the provision of opportunity for the tenant to defend itself against
it.
22. In any case that the tenant evacuates and/or abandons the property object of
the rental within the rental period, whether by its own initiative or for
any other reason whatsoever, the tenant shall pay the lessor the rental
payment and all the other payments due from it according to the present
contract, until the end of the rental period.
23. The tenant undertakes to insure on its account the contents of the property
object of the rental with extended fire insurance including risks of
burglary, inundation and earthquake for the period of use, and it undertakes
to present to the lessor within 30 days from the date of start of the rental
period a valid insurance policy as above and a copy of the temporary cover
within 10 days there is nothing in the above in order to prejudice the
responsibility of the tenant for any damage caused to the property object of
the rental in the responsibility of the tenant the insurance policy shall
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include a condition that the insurer has no right of return against the
lessor and also the tenant undertakes to insure itself with third party
liability insurance including fire, explosion, natural disasters and panic
risks with the limits of responsibility of NIS 500,000 per case and NIS
1,000,000 according to the conditions of the policy. The tenant shall be the
only responsible for any action whatsoever against the lessor for body
damages that arises from the use of the property object of the rental and it
also undertakes to compensate the lessor for such actions if they are
submitted and decided against it.
In order to dispel any doubts it is agreed between the parties that
insurance for the structure of the property object of the rental shall be
made by the lessor.
24. A. It is expressly agreed that the tenant is not allowed to rent the
property object of the rental and/or deliver its possession to others
unless it receives the agreement in writing for this from the lessor and
also the tenant undertakes not to transfer the present contract or any
right or permission or benefit arising from it to another or to allow the
use of the property object of the rental or part of it in any way
whatsoever, except by the workers of the tenant.
B. In spite of the terms of art. 24 A. it is agreed between the parties that
the tenant is entitled to grant in part of the property object of the
rental the right of use to professionals or sub-tenants. But the tenant
declares to the lessor that the sub-tenants is only by permission in the
property object of the rental and that any responsibility towards the
lessor falls on the tenant towards the lessor including evacuation of the
property object of the rental by the sub-tenants according to the present
rental contract.
25. The lessor is entitled to sell the property object of the rental without the
agreement of the tenant to any third party under the condition that the
third party knows that it is buying the property object of the rental with a
tenant under contractual conditions between the tenant and the lessor and
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that in this case there shall be valid the conditions of the contract even
on the third party until the end including the option to extend the rental
period in case and there will be an extension of the rental period. As
mentioned in the conditions of the present rental contract.
26. Any payment that the other party must make according to the present contract
and the other party has paid it for any justified reason the owing party
undertakes to return immediately to the party who paid it and who does not
owe its payment and all this against presentation of a proper receipt,
together with linkage differences and interest according to the Interest and
Linkage Law.
27. A. It is agreed between the parties that the tenant is not allowed to bring
the present contract to an end before the end of the use period and even
if the tenant stops the use or enjoyment of the property object of the
rental for any reason whatsoever before the end of use period, it
undertakes to continue paying for the use until the end of the rental
period according to the present contract. The above does not prejudice
the lessor's right to xxx the tenant for any balance of use payment until
the end of the use period according to the contract and also demand from
the tenant any damages caused or to be caused to the property object of
the rental and also demand from the tenant any payment that the tenant
owes according to the contract and did not make it.
B. It is agreed between the parties that in spite of the terms of art. 27 A.
above and art. 22 above, the tenant shall be entitled to advise the
lessor during all the rental period either the basic one or the first
extension or the second extension if there will be such advance notice of
60 days about its wish to stop the contractual rental connection and all
under the condition that it has the possibility to bring a substitute
tenant to the satisfaction of the lessor and who enters into the place of
the tenant and adopts the conditions of the present rental contract. In
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this case if a proper substitute tenant is found and a new contract is
signed with him about the property object of the rental the parties shall
consider the rental contract as reaching its end after 60 days from the
receipt of the advance notice and under the condition as said that a new
rental contract was signed with the new tenant.
If a substitute tenant is not found the tenant undertakes to fulfill the
conditions of the contract until the end of the rental period of 12 full
months.
28. A. To assure all the undertakings of the tenant according to the present
contract and without prejudice of the other undertakings of the tenant
including evacuation of the property object of the rental on time, the
payment of any damage caused to the property object of the rental, and
the payment of rental payments and the payments imposed on the tenant in
the present contract. The tenant shall deposit into the hands of its
attorney Adv. Xxxx Xxxxx at the signature of the contract. Autonomous and
unconditional bank guarantee equivalent to 3 months of rental that is
US$7,890 linked to the representative rate of exchange of the dollar
hereinafter "the bank guarantee" this guarantee shall be collected by the
lessor or its attorney subject to sub-article C.
The tenant undertakes that the bank guarantee is valid until 3 months +
15 days after the end of the rental period. The cost of this guarantee
shall be borne only by the tenant. Nevertheless what is said in any place
even for what is said in any other place it is agreed that the bank
guarantee shall be delivered to the lessor or its attorney not later than
the day of entrance of the tenant into the property object of the rental
and its presentation to the lessor is a condition to the delivery of
possession of the property object of the rental to the tenant.
20
B. Besides the terms of sub-article A. the tenant shall deposit into the
hands of the trustee attorney Adv. Xxxx Xxxxx (hereinafter: "the
advocate") 2 non-commercial checks without dates to the order of the
Electricity Company and the condominium commission of Park Xxxxx Building
Pninat Binyanei Madah. These checks shall be returned to the tenant after
a period of 30 days after the evacuation of the property object of the
rental by the tenant and all this in case the tenant presents proper
receipts that it has paid its debts to the Electricity Company and to the
condominium commission. In case the tenant does not present these
receipts then the lessor or the attorney shall be entitled to pay these
debts with these checks after passing of this period in case the tenant
leaves debts with the Electricity Company and to the condominium
commission.
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
C. The tenant hereby gives to the lessor and/or the attorney Adv. Xxxx Xxxxx
an advanced and irrevocable order that cannot be cancelled and/or changed
in any way by it that in any case of lack of payment by the tenant of
rental payment and/or other payments set in the present contract with the
addition of said linkage in full and in due time and in any case of lack
of evacuation of the property object of the rental and return of
possession to the lessor according to the instructions of the present
contract the lessor shall have the right by himself or through its
attorney to execute the guarantee.
It is agreed that the lessor and/or its attorney shall not act unless a
written notice was sent by registered mail to the tenant with
confirmation of receipt and 30 days passed from the day of sending the
notice and the breach was not repaired. If the breaches are repaired by
21
the tenant and the tenant paid all its debts to all the authorities and
presented proper receipts the guarantee xxxx shall be returned to the
tenant by the lessor or its attorney.
D. It is agreed between the parties that the receipt of the bank guarantee
and/or the non-commercial checks according to the conditions of the
present contract do not represent a waiver on the part of the lessor of
the right to other remedies against the tenant whether these are remedies
specified in the body of the contract or remedies at the lessor's
disposal from any law effective at the date of signature of the contract
or that will be in effect at the date of the breach.
E. The non-delivery of any securities in due time that originates from the
omission of the tenant is considered a fundamental breach of the contract
by the tenant and the lessor shall be entitled without prejudice to its
other rights to cancel the contract and/or delay the delivery of
possession of the property object of the rental to the tenant according
to its discretion.
29. It is expressly agreed and conditioned that the parties consider the present
contract as a contract that allows the use of the property object of the
rental for the period mentioned in the present contract only or any extended
period if this is done in accordance to the contract and that at the end of
said use period there shall expire any permission of use of the property
object of the rental by the tenant and no person or body whatsoever except
the lessor shall not have the right to use the property object of the rental
anymore or to be in it.
30. It is agreed that in any case that the lessor does not exercise its rights
springing from the present contract any delay or extension shall not be
considered as any waiver and/or agreement and/or confession by it.
22
31. Any behavior extension or waiver of license to receive money or change shall
not have the power to point to any intention of any party to waive any
rights of its rights according to the present contract and shall not be
valid legally for any change unless the change was made explicitly in
writing and is signed by the parties in writing.
32. It is agreed between the parties that within 21 days from the date of
signature of the present rental contract the tenant and the lessor shall
communicate to the Municipality, to the Electricity Company to the telephone
company and to other authorities the fact that the tenant is an unprotected
tenant in the property object of the rental.
33. The parties set that because the property object of the rental is inside a
new building the responsibility for faulty work or faulty building materials
shall be of the lessor for the possession and maintenance period and in case
of urgent repairs (electrical short circuits, bursting of pipes and so on)
the fault shall be repaired within 24 hours from the time a notice about the
fault. If the lessor does not do it then the tenant is entitled to make the
repair on its account and the lessor undertakes to return to the tenant
immediately even the expenses of this repair according to bills and/or
receipts presented to it from competent professionals for the repairs that
are not urgent and are repaired within 7 days.
34. The parties set that a breach of any instruction and/or condition of the
conditions in articles: 5, 8, 9, 13, 17, 19 and 27 above are considered
fundamental breach of the conditions of the present contract.
35. The parties choose for themselves for purposes of the present contract and
all that is connected to it the following addresses:
The lessor: As mentioned above (in the introduction).
The tenant: As mentioned above (in the introduction).
23
Any notice sent by registered mail from any branch of the Israeli Post
Office by one of the parties to the other according to the above addresses
shall be deemed as received in its destination not later than 72 hours after
it was delivered for mailing as above.
36. The parties have read carefully the contents of the present rental contract
and signed it of their own free will.
37. In case the terms the lessor and/or the tenant speak of more than one person
(or body), each of the individual lessors and/or tenants, according to the
case, is responsible according to the present contract together and
separately. Any time that one of the individual lessors and/or tenant signs
any document, xxxx, letter, notice of confirmation of any kind in all
matters pertinent to the present contract, its execution or concerning it,
his signature shall bind the other individual lessors and/or tenants,
according to the case and the signature on the present contract by the
individual lessors and/or tenants shall be considered for all matters as
giving the right to the individual lessors and/or tenants according to the
case, among themselves and from one to the other, to bind the other
individual lessors and/or tenants according to the case in all matters
concerning the present contract.
AND THEREFORE THEY HAVE CAUSED THEIR SIGNATURES TO BE SET UPON THIS:
(-) (-)
The lessor The tenant
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
24
ATTACHMENT B
That is an inseparable part of the rental contract
Made and signed in Tel Aviv on March 25, 1997
Between
1. X. Xxxxx & Co. Ltd., private company no. 51-058094
2. Dar-Eli Construction and Investment Co. Ltd., private company
no. 00-000000-0 both together and separately and with mutual
guarantee between themselves of 000 Xxxx Xxxx Xx., Xxx Xxxx
hereinafter called "the lessor" on the one hand
And between
O.M.D. Optical Memory Devices Ltd., private company no.
00-0000000 through its authorized director Glosko Xxxxx, ID no.
0-0000000-0 of _______________________ hereinafter called "the
tenant" on the other hand
1. According to the terms of the rental contract in art. 9 (D) the lessor
undertakes to deliver the property subject of the rental to the tenant with
the property subject of the rental having the following items on account of
the lessor:
A. Decorative ceiling of the Random type 1.22 x 0.61 according to the price
of US$17 per meter.
25
B. Internal division with plaster walls (with the calculation of 25 sq. m.
floor area per room) standard type straight with thickness of 10 cm with
insulation 2 + mortar + Emulkir paint according to the price of US$30 per
sq. m.
C. Each room with a door will have fillings and painted lintel with Formica
covering, or a laminated wood door with oil paint, or a Decoral door ,
according to the price of US$180 per unit of white paint.
D. Floor-to-floor carpeting Logo or Coral Stone, or Bravo at a price of
US$12 per net sq. m. (including labor, panels and depreciation).
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
E. Split air-conditioning or mini-central unit with conditioning power
according to need in the manufacturer's standard.
F. Fire and smoke detection system according to the standard.
G. Lowered ceiling to cover the air-conditioner's motor.
H. 20 light points.
I. 20 electrical outlets.
J. 15 telephone outlets.
K. 15 built-in lighting points 120 x 20 louvre perspex according to the
price of US$50 per unit (including installation).
26
L. 1 post office box at the entrance lobby at the ground floor.
It is agreed between the parties that during the evacuation of the property
subject of the rental all the items listed above shall stay as property of the
lessor.
AND THEREFORE THEY HAVE CAUSED THEIR SIGNATURES TO BE SET UPON THIS:
(-) (-)
The lessor The tenant
[Stamp: X. Xxxxx & Co. Ltd [Stamp: O.M.D. Optical
Dar-Eli Memory Devices Ltd
Construction and Investment Co. Ltd.] 00-000000-0]
27
