Exhibit 10.13
TRANSLATION FROM THE HEBREW
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Agreement of Commercial Lease
Made and signed in Netanya on the 6.03.00
Between: Am-Ram Pituah Drom Netanya (South Netanya
Development) Ltd
Private Company No. 510939359
Of 1 Hatsoran St., Netanya
(Hereinafter to be called : "Lessor")
And Between: Comtouch Software Ltd.
Public Company 00-000000-0
Of 1 Hatsoran St., Netanya
(Hereinafter to be called : "Lessee")
Whereas Lessor has founded and built a commercial center on plots 4 and 5
as defined in the City Plan GT/554, parcel 90 (part) of block
7934 in the "Xxxxxx" industrial area of Netanya, to be used for
commerce, craft and other businesses (hereinafter "the Plot" and
"the Project" respectively)
And Whereas The Project, amongst others, includes the building marked yellow
and defined as "Building B" in the attached plan, identified by
the parties' signatures (hereinafter "the Building")
And Whereas Lessor has signed Lease Contracts with the Israel Land
Administration, copies of which are attached to this agreement
and identified by the parties' signatures. By virtue of these
Lease Contracts and Development Contract signed prior to that
Lessor was authorized to build the building and the leased
premises to register the lease in his name or in the name of
whomever he designates
And Whereas Lessor has the lease right of the building and he is entitled to
rent the leased premises as defined hereafter subject the
instructions of this agreement
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And Whereas Amongst other parts of the building the company has built the
unit painted blue on the second floor, and defined by a thick
frame in the plan which constitutes Appendix "A" to this
agreement and is identified by signatures of Lessor and Lessee,
(hereinafter: "the Leased Premises")
And Whereas It is agreed that the Leased Premises' net size is about 2,400
sq.m., to which size 15% will be added for use of public areas.
And Whereas It is agreed that Lessee has the option to increase the leased
area as detailed hereunder in the agreement
And Whereas Lessee wishes to lease the premises through a lease, which is not
subject to the Law for the Defense of Tenants during the lease
period for the purpose and subject to, instructions defined in
this agreement
And Whereas Lessee declares and undertakes that before signature of this
agreement and has perused the plans of the Leased Premises, he
knows the location of the Building, the Leases Premises and their
environs, and the possibilities of use of the Rented Premises
And Whereas Lessor declares that according to the City Building Plans
applying to the plot there is no hindrance for use of the Leased
Premises for the purpose stated in this agreement.
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The Parties therefore undertake as follows:
1. General
1.1 The preamble to this agreement constitutes an integral part of the
agreement. All appearing therein is agreed to by the parties and
obligates them for any purpose.
1.2 Lessor declares that:
1.2.1 He is the Lessee of the Lease Property as detailed in the
preamble to this agreement and that Lessor's rights in the
Leased Premises are free of any third party rights, which
might prevent its lease to Lessee.
1.2.2 The Project and the Building have been built according to law.
1.2.3 No demolition order and/or prohibition order has been issued
for the building and the Leased Premises, and to the best of
Lessor's' knowledge no competent authority has cause to ask
for such an order.
1.2.4 There is no legal or contractual obstacle to lease the Leased
Premises to Lessee subject to instructions of this agreement.
1.2.5 There is no legal obstacle to use the Leased Premises for the
purpose of Lessee's business and to the use set out in this
agreement.
1.3 Lessor hereby undertakes to lease the Leased Premises to Lessee for a
lease period set out hereunder, for the lease purpose set out hereunder
and for that purpose only, and on a prerequisite condition that Lessee
fulfill all his undertakings deriving from this agreement.
1.4 Except for his undertaking to pay rent according to this agreement and
to participate in maintenance and management expenses of the public
parts and installations in the
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building as set out in this agreement, Lessee declares and undertakes
that he has not paid, nor has he promised to pay any payment or
remuneration or other benefit concerning the Leased Premises or the
lease, or taking over possession or use of the Leased Premises.
1.5 Lessee declares and undertakes that he has not given, nor has he
undertaken to give Lessor any key month, and Lessee will not claim for
incidence of the Law for Defense of Tenants on his possession of the
Leased Premises.
1.6 It is agreed by the parties that tenancy according to this agreement is
for the Leased Premises only, and Lessee has no right of possession or
use or other benefit in any other part of the building except for the
Leased Premises itself, and except for joint use of those parts and
installations in the building which will be allotted by Lessor or by
the management company to the use of all owners of units in the
building, Lessee included.
Lessor undertakes that the entrance to the building and the elevators
will in any case remain public areas, will not be attached to any
Lessees whatsoever and will not be used for any but public use, all
this subject to the said in paragraph 1.18 hereunder and in Appendix
"B" to this agreement, including adjustment of the elevator for use
with a key as stated in paragraph 2(g) in Appendix "B".
1.7 Lessee undertakes not to interfere in any way whatsoever in Lessor's
actions in any part of the building or the plot, including building,
demolition, change of purpose, sale, lease and transfer etc, subject
only to the condition that the above mentioned does not apply to the
area of the Leased Premises, will not in any way injure the Leased
Premises or the way to it, and will not injure Lessee's reasonable use
of the Leased Premises or Lessee's rights deriving from this agreement.
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Subject to the above mentioned, Lessee's objection to any of Lessor's
act, plan or course of action in any part of the building and the plot
except for the Leased Premises - will be considered a fundamental
breach of this agreement.
1.8 An option is hereby granted to Lessee to increase the size of the
Leased Premises through inclusion of the area painted yellow in the
plant attached as Appendix "A" on the floor under the Leased Premises.
The size of the additional area including 15% for use or public areas
is about 1700 sq.m. (hereinafter : "Optional Area").
1.9 The option will be realized by a written notice to be delivered to
Lessor as follows:
a. For 1100 sq.m. out of the Optional Area within the first 12 lease
months.
b. For the additional 600 sq.m. out of the Optional Area within the
first 18 lease months.
1.10 Cancelled.
1.11 Should the option be realized as mentioned above, the Optional Area
will be put at Lessee's disposal within 4 months from receipt of notice
on realization of the option.
1.12 The Leased Premises will be enlarged according for any purpose
connected to this agreement and to the management agreement from the
date the Optional Area is put at Lessee's disposal, and the Leased
Premises will be considered to include the Optional Area for any
purpose whatsoever.
1.13 To avoid doubt, it is hereby clarified that all instruction of this
lease agreement will apply to the area which will be added as mentioned
above to the original Leased Premises beginning on the day of addition,
including finishing which Lessor undertook for the original area.
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1.14 Lessor undertakes to allot the area painted green on the roof of the
Leased Premises for Lessee's and his employees' sole use, and to build
a structure on that area which will include outside walls and roof as
an envelope only (without flooring and any finishing work),
(hereinafter: "the Additional Structure").
Lessor will do everything needed to obtain a building permit for the
Additional Structure, however, should such permit not be granted,
Lessor will allot an area of the Additional Structure's size in another
part of the building, as near as possible to the Leased Premises to
Lessee, and everything agreed to concerning the Additional Structure
will apply to this area.
Cost of the Additional Structure as mentioned above will be included in
the $375 per sq.m. "Budget for Adjustment Work" as detailed in this
agreement hereunder.
The area of the Additional Structure will, for any purpose, including
payment of rent, management fees and taxes, is considered a part of
the Leased Premises. However, no percentage for use of the public
areas will be added to its net area (including width of walls).
1.15 Lessee undertakes to keep the Additional Structure and the way leading
to it clean and to take care that use of the Additional Structure will
not become a nuisance to the holders of other units in the building.
1.16 All conditions of lease in this agreement will also apply to the
Additional Structure. However, rent for the Additional Structure will
be computed at $8 (eight dollars) per sq.m. per month with the addition
of VAT.
1.17 Lessee will not build an additional floor of the roof of the Leased
Premises unless he has obtained a written agreement from Lessor.
However, Lessee will not object to building of an additional floor
except for logical reasons concerning use of the Leased Premises for
the lease purposes.
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In any case, no additional floor as mentioned above will be built
during the first 10 years of lease.
1.18 In addition to the Optional Area, Lessee is hereby granted the option
to add the area of the access ways leading to the Leased Premises and
marked by diagonal lines on the plan which constitutes Appendix "A"
(hereinafter: "The Entrance Ways") to the Leased Premises.
Realization of this option will be made by written notice from Lessee
to Lessor, given within 6 months from the date of signature of this
agreement.
Should this option be realized, the area of the Leased Premises will
for any purpose be computed to include one half of the Entrance Ways
area.
In order to avoid doubt, no percentage for use of public areas will be
added for the addition of this area.
1.19 In order to avoid doubt, it is clarified that no part of the Lease
Premises shall be used as an escape route or a public corridor for any
other company, entity or person.
2. Use of the Leased Premises
2.1 Subject to the condition that the Leased Premises are built as per
Appendix "B", Lessee declares and undertakes that the Leased Premises
are certainly suitable for the lease purpose and he hereby absolutely
and irrevocable waives any claim for unsuitability of the Leased
Premises, except for a hidden unsuitability.
2.2 Lessee will not have the right to make any changes of building,
demolition, renovation, painting, covering areas or decorating the
Leased Premises except by prior written permission from Lessor. Lessor
will not refuse unless he has logical
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reasons. If plans for performance on acts detailed in this paragraph
have been submitted to Lessor, Lessor will confirm the plans or submit
his remarks within 14 days from the date of receipt of plans. Should
Lessor not submit his approval or remarks within the above mentioned
time, Lessee's plans will be deemed to be approved and Lessee will be
entitled to execute them.
Lessee will have the right to leave said works on the Leased Premises
at the end of the lease period.
2.3 Lessor will approve performance of work by Lessee which are needed to
adjust the Lease Premises to the Lease Purpose, subject only that
Lessee submit engineering plans and specifications for performance of
adjustment work to Lessor and that Lessor finds that no damage will
result to the building or the project or to other units in the
building.
2.4 Subject to prior written confirmation from the project's architect
concerning the size, form and placement, Lessee will have the right to
hang or to paint or xxxx in any other way signs and messages on the
Lease Premises and other parts of the building.
In as much as it will constitute damage or an esthetic flaw to the
Leased Premises, Lessor undertakes not to permit the placement of signs
on the roof of the building by any body that is not a tenant in the
building or its owner.
2.5 Any approval from Lessor for execution of adjustment works or signs in
the Lease Premises are subject to a prior condition that these works
(including signs) be performed according to law by approved skilled
professionals, and without causing disturbance, to the owners of other
units in the projects or to the public coming to the project over and
above what is necessary to professional and responsible execution of
such work.
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2.6 Sole full responsibility for any damage caused by performance of works
Lessee was permitted to execute shall be borne by Lessee only, and the
permission granted him by Lessor shall not be deemed to place any
responsibility whatsoever to Lessee or any third party, including any
authority, in connection with execution of these works on Lessor.
Sole full responsibility for any damage caused by execution of works by
Lessor will be borne be Lessor and no responsibility whatsoever towards
Lessee or any third party, including any authority, in connection with
execution of these works will be placed on Lessor.
2.7 Lessee undertakes to compensate Lessor for any claim or expense for
which Lessor will be charged because of, or as a result of, execution
of work on the Leased Premises by Lessee or by whomever performs such
works as Lessee's representative or his approval.
Lessor undertakes to compensate Lessee for any claim or expense for
which Lessee will be charged because of or as a result of execution of
work on the Leased Premises or in the building by Lessor or by whomever
performs such works as Lessee's representative or his approval.
2.8 It is hereby explicitly declared and clarified, and constitutes a main
and basic instruction of this agreement, that any works executed by
Lessee on the Leased Premises for adjustment of the Lease Premises to
the lease purpose, Lessor has not interest or gratification because of
their performance, and these works are performed for the good of Lessee
only, for his purposes and benefit.
Any permission granted by Lessor for execution of such works on the
Leased Premises will not be deemed to be an order to execution of these
works by Lessor.
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2.9 As far as not explicitly set our in this agreement, the Management
Company will have all powers and authority granted by the agreement to
Lessor, and approval by the Management Company or its refusal to
confirm any matter given to Lessor to decide will be deemed as approval
or refusal by Lessor himself.
2.10 Lessee undertakes to utterly avoid placing materials, tools, goods,
equipment and other property in any place within the project (except in
the Leased Premises themselves), including courtyards in the project,
its warehouses and approached, unless priorly coordinated with Lessor
and with his permission.
2.11 Lessee undertakes to keep the Leased Premises and other parts of the
project clean, and to remove immediately any property placed by his
clients or suppliers or his assigns in any part of the project, which
is outside the Leased Premises.
3. The Lease Period
3.1 The Leased Premises will be handed over to Lessee fully and finally
finished (according to Appendix "B") with all its installations fully
functional not later than 60 days from the date Lessee transfers final
approved plans for execution of inner partitions of the Leased Premises
and for the work Lessor has undertaken to perform according to the
above mentioned Appendix "B".
However, not withstanding the above mentioned, "The Time of Transfer of
Possession" for the purpose of the Lease Period and dates of payment by
Lessee according to this agreement is the 1.3.2000.
The Leased Period for the Leased Premises will be 10 years beginning
from the date of transfer of Possession (hereinafter: "The Lease
Period").
Notwithstanding the above mentioned, Lessee will be entitled to bring
this agreement to an end at any time after the first 3 years of the
Lease Period, subject only that he
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sends a prior written notice 6 months in advance. This period will, for
every purpose, be considered as the date of completion of the Lease
Period.
Without derogating from the above mentioned, Lessor undertakes to
continue and put an provisional building conforming to specifications
attached hereto as Appendix "D" until the date of actual transfer of
the Leased Premises to Lessee.
Lessee will be exempt from payment of rent only for the use of the
provisional building until the 31.12.99, and beginning on the 1.1.2000
until its vacation by Lessee, and subject to instruction in paragraph
3.6 hereunder, Lessee shall pay rent as if the provisional building
were a part of the Leased Premises.
In order to avoid doubt, it is hereby clarified that during the period
of use of the provisional building as mentioned above, Lessee will bear
all maintenance debts for the provisional building, including municipal
and other taxes, use of electricity, water and management expenses.
3.2 At the end of the Lease Period Lessee will vacate any person and object
from the Leased Premises and return possession of the Leased Premises
to Lessor clean, whole in working order and suitable for full
commercial use except for depreciation deriving from reasonable use.
3.3 In order to prevent doubt it is hereby clarified that everything
installed or built into the Leased Premises or connected to any of its
parts constitutes an integral part thereof and Lessee is not entitled
to dismantle or remove it from the Leased Premises or to change it in
any way during the Lease Period or at its completion.
Lessee will be entitled to dismantle and remove changes or
installations performed by Lessee on the Leased Premises, whose
dismantlement or removal cannot hurt the Lease Premises.
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3.4 At the time of vacation of the Leased Premises and their return to the
possession of Lessor, and as an integral part of fulfillment of
Lessee's undertakings concerning the return of the Leased Premises to
Lessor, Lessee will hand Lessor written confirmations from the Local
Authority, the Electricity Company, the Gas Company (if a gas outlet is
installed on the Leased Premises) and the Telephone Company that all
payments for the Leased Premises until the date of its actual vacation
by Lessee, or the end of the Lease Period - the later of the two - have
been fully settled, all this except for debts incurred for the period
before beginning of the Lease Period.
3.5 Irrevocable authorization and consent is hereby given to Lessor to
actually enter the Leased Premises without recourse to court, and take
over sole possession, or grant possession of the Leased Premises to a
third party and actually prevent Lessee in any way from reentering the
Leased Premises at any time after completion of the Lease Period.
3.6 Not withstanding the instructions in paragraph 3.1 above, it is agreed
that Lessee will be exempt from payment of rent for the provisional
building from the date on which Lessee hands Lessor all plans required
for execution of adjustment works and until completion of the above
work provided no delay in execution of the adjustment work is caused
by Lessee.
4. Purpose of the Lease
4.1 The purpose of the lease is use of the Leased Premises and production,
research and development rooms, offices and show and storage rooms for
Lessee's field of activity in the electronics and computer branch
(hereinafter in this agreement: "The Lease Purpose").
Lessee will not be entitled to make any other use of the Leased
Premises.
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4.2 Any change in the Lease Purpose requires prior written approval from
Lessor. However, Lessor will not refuse a request for change of the
Lease Purpose unless he has logical reasons.
4.3 A breach of the above mentioned by Lessee will be considered a
fundamental breach of this agreement.
4.4 Lessor undertakes that as a result of use of its parts the project's
character will not change essentially from its character on the date of
signature of this agreement. No heavy industry will be included in the
project and the use of the commercial floor in the part of the building
in which the Leased Premises are situated will be given over to quiet
non polluting businesses.
5. Transfer of Lease of the Leased Premises
5.1 The lease of the Leased Premises and all other Lessee's right deriving
from this agreement are personal for Lessee only, and Lessee does not
have the right to transfer or assign them, fully or partially, to any
other party except with prior written agreement from Lessor. However.
Lessor will not refuse a transfer unless he has logical and relevant
reasons, including identity of transferee.
In order to prevent doubt it is clarified that Lessee is not entitled
to sub lease the Leased Premised or any part thereof to any third
party, nor is he entitled to let any party participate in the lease or
use or enjoyment of the Leased Property during any part of the Lease
Period.
In spite of the instructions above, Lessee will be entitled to sub
lease parts of the Leased Property subject to the condition that the
identity of the sub-Lessee is approved by Lessor in advance, and to the
condition that the wording of the agreement on the sub-lease is
presented to Lessor at least 7 days before its signature and Lessor
confirms its concurrence to this agreement.
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Lessor will not object the identity of proposed sub-Lessees unless he
has logical reasons, and subject only to the fact that from the point
of view of their activity and the sub-lease purpose, the sub-lessees
will be essentially similar to Lessee and to his Lease Purpose
according to this agreement.
The Lease Purpose of the sub-lease will not be limited to activities in
the field of electronics and computers only.
In any case, Lessee will have the right to grant a sub-lease or
transfer his rights deriving from this agreement to any of Lessee's
subsidiaries or a company otherwise connected to Lessee, subject only
to the fact that Lessee's responsibilities to Lessor in connection with
this agreement shall not be lessened and will no be limited by any
sub-lease.
5.2 It is agreed by the partners that, appointment of an interim or
permanent receiver, or trustee, or court appointed manager or
liquidator for most of Lessee's assets, or for his assets or business
on the Lease Premises, or in case of an interim or permanent attachment
of Lessee's right to the Leased Premises or the above mentioned assets,
will be deemed to be a cessation of the lease by Lessee before end of
the Lease Period according to this agreement beginning on the 90th day
after an occurrence enumerated above, unless the above mentioned
attachment of appointment have been cancelled within that period.
6. Rent and Management Expenses
6.1 As remuneration for lease rights deriving from this agreement Lessee
will pay Lessor monthly rent as detailed hereunder (hereinafter: "the
Rent").
6.1.1 During the Lease Period Lessee will pay a monthly rent of $ 10
(ten US dollars for every square meter of the Leased Premises
area. This sum is to
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be computed in Shequel according to the representative rate of
exchange on the beginning day of the Lease Period, with
linkage to the General Cost of Living Index (including
vegetables and fruit), the basis index being the last index
known on the day beginning the Lease period and the new index
being the last index known on the date of each payment.
6.1.2 Rent will be paid every month at the beginning of the month
and in advance for said month. However, at the time of
signature of this agreement, Lessee pays rent for the first
three months of the Lease.
6.1.3 The above mentioned rent computed for the end of the third
year of lease will be increased by 1.5% (one and one half
percent) at the beginning of each year of lease beginning from
the fourth year over and above the rent which would have been
paid unless raised as per this instruction.
6.1.4 Legal VAT will be added to each one of the above rent
payments. On the date of payment of rent a fore-dated check
for the date of payment of VAT by Lessor, equal to the amount
of VAT, shall be handed to Lessor together with the rent
against a receipt of a legal invoice.
6.1.5 Lessee undertakes to pay full rent according to this agreement
for the entire Lease Period, even in the case the Lease of the
Leased Premises is brought to an end by Lessee at any time
before end of the Lease Period as deriving from this agreement
for reasons not connected with Lessor only or due to
circumstances in Lessor's control. Such rent will be paid even
if Lessee vacates the Leased Premises before the end of the
Lease period. Instructions concerning breach of agreement by
Lessee will apply to cancellation of this agreement.
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If the Lessor succeeds in leasing the Leased Premises during
the above-mentioned period, rent collected by Lessor shall be
decreased after deduction of expenses to be paid by Lessee
according to this paragraph.
6.2 Subject to conditions of the management agreement, Lessee will pay to
Lessor or the Management Company, during the entire Lease Period, in
addition to rent all payments, taxes, levies, municipal taxes, and
participation fees which will apply for the use and possession of the
Leased Premises as an autonomous unit or as a proportional part of the
building if and as far as they cannot be directly related by the
management company to the Leased Premises, or for the use or management
of business on the Leased Premises (hereinafter: "Obligatory
Payments").
Taxes, levies and other obligatory payments levied on the Leased
Premises for ownership, as against the use, of the Leased Premises will
be paid by Lessor, including property tax, sewage and canalization
levies, improvement levy, development expenses, permanent lease and or
agreement fees to the Israel Land Administration etc.
Taxes, levies and other obligatory payments for the Leased Premises
levied on Lessee according to law, and which Lessor is not obliged to
pay according to this agreement will be born by Lessee.
Lessor undertakes to address the Municipality of Netanya concerning a
reduction of at least 25% of usual taxes.
Subject to fulfillment of Lessor's above undertaking, Lessor is not
responsible for obtaining the above, or any other reduction.
6.3 Lessee undertakes to pay the obligatory payments at their legal time of
payment or at the time required by creditor.
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Lessee is entitled to advance any payment and will also be entitled
to exhaust any right of appeal for any charge.
6.4 During the entire Lease Period, Lessee will pay the payments required
for the Leased Premises by the management company according to the
management agreement attached hereto, as well as for telephone, water,
electricity if and as far as they are supplied to the Leased Premises.
6.5 The parties determine and condition that a delay of any of the payments
deriving from chapter 6 in this agreement will be considered a
fundamental breach of this agreement unless paid within 14 days from
the date Lessee received a written notice concerning non-payment.
6.6 Lessee undertakes to fulfill all his obligations and undertakings
deriving from the management agreement attached as an Appendix (not
attached) to the Lease Agreement, and it is agreed that breach of the
management agreement by Lessee be considered as a breach of the Lease
Agreement.
7. Insurance of the Leased Premises
7.1 Lessee undertakes to insure his activities on the Leased Premises and
their contents at least against fire, water damage including flood and
rains, earthquakes, burglary, rioting and malicious damage.
7.2 Lessee undertakes to insure himself and his business on the Leased
Premises against Employer's Liability which will include his entire
liabilities towards his deriving from the Law of Torts, as well and
insurance for responsibility towards a third party for his obligation
to a third party, including his clients, guests persons invited by him
and employees of Lessor and the management company.
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7.3 As a prior condition to taking over possession of the Lease Premises,
Lessee will purchase the insurance policy suitable for his above
mentioned obligations, and will give Lessor a confirmation from the
insurer that insurances deriving from this agreement have been
purchased.
7.4 Lessee undertakes to fulfill all conditions of the above-mentioned
insurance policies and take any action needed for their full validity
during the entire Lease Period.
7.5 Lessee will cause that in any policy purchased, as per above,
subrogation rights for Lessor, the Management Company, their employees,
assigns and managers be explicitly waived.
7.6 Lessor undertakes to insure the building in his name and in the names
of all holders of the units in the building against all risks (direct
or indirect) for Employers' Liability which will include his full
obligations towards his employees according to the law of torts, as
well as third party liability for his liability towards any third
party, including his clients, guests, visitors and employees of the
Management Company.
8. Licenses and Permits
8.1 Lessee only will be responsible for and undertakes to obtain any
license and approval required by any law for management of his business
on the Leased Premises.
It is hereby explicitly agreed and conditioned that Lessees' failure to
obtain any license or permit or authorization as mentioned above will
not release Lessee from fulfillment of all his obligations deriving
from this agreement, including payment of rent and obligatory payments,
unless failure to obtain the license or permit of authorization are
caused by the way the project or the premises were built, or by
non-compliance with the destination of the land with the purpose of the
lease, or by any reasons which are under Lessor's control.
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8.2 Lessee undertakes to manage his business on the Leased Premises as
required by the instructions of any relevant law, and to avoid any deed
or neglect which might cause a claim or argument or court case or
administrative procedure against Lessor or the Management Company due
to illegal management of Lessee's business.
8.3 Any fine and/or improvement levy and/or deviant use payment and/or any
payment imposed upon the Leased Premises or deviant use of the Leased
Premises, or its non-compliance with the Town Building Plan will be
born by Lessor, subject only to the fact that Lessee does not change
his lease purposes as stated in the agreement.
9. Safeguarding the Leased Premises
9.1 Lessee undertakes to avoid causing any damage to the Leased Premises or
to any other part of the building or the project, and to strictly
observe that use of the Leased Premises and any other part of the
project Lessee is entitled to use by way of his lease of the Leased
Premises is reasonable and cautious.
9.2 Lessee will immediately and professionally repair, at his own expense,
any breakdown and damage caused to the Leased Premises or to any part
thereof because of the Leased Premises and will inform Lessor
immediately of any damage caused or discovered in the Leased Premises
during the entire lease period.
9.3 After coordinating with Lessee, Lessor and the Management Company are
entitled to enter the Leased Premises at any time the Leased Premises
are open for business and check their condition and fulfillment of
Lessee's obligations deriving from this agreement.
Lessor or the Management Company will enter the Leased Premises in the
presence of Lessee or his assign.
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In case of emergency Lessor and the Management Company may enter the
Leased Premises as required by circumstances and report to Lessee as
soon as possible.
10. Breaches and Remedies
10.1 Any delay of a payment required by this agreement, including part of
any amount which has not been fully paid, will obligate the delaying
party to pay the highest percentage of interest for arrears which would
in the same circumstances be required by the Bank Leumi Leisrael if the
amount in arrears were a deviation of credit.
10.2 Without derogating from any right to relief Lessor might have due to
breach of this agreement by Lessee, Lessee shall bear all expenses,
payment and responsibility for the Leased Premises as if the lease
period had not been completed as long as the Leased Premises are not
vacated of any person or Lessee's belonging, or connected to Lessee,
and as long as Lessee has not transferred the keys to the Leased
Premises to Lessor.
10.3 No party shall be obliged to realize as soon as possible or at all any
of his rights for relief and remedy accruing to him out of this
agreement or its breach, and avoidance or delay in use or realization
of any right or relief or remedy will not be construed as a waiver by
the injured party of any right or relief or remedy as mentioned above.
10.4 In case of breach of any of the obligations deriving from this
agreement by any party, the injured party will not be entitled to
realize any remedy until delivery of a notice to the breaching party
giving 14 days' grace for remedying the breach, unless under the
specific circumstances a shorter notice is required.
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11. Notices
Any notice in connection with this agreement of the lease will be given in
writing, delivered by hand or by registered mail with confirmation of receipt to
the parties' addresses as appearing at the head of this agreement.
Any notice sent by registered mail as mentioned above shall be deemed to have
been received by addressee 72 hours after delivery to the post office. A Notice
delivered by hand will be deemed received after 24 hours from the time of actual
delivery.
12. Evidence
No claim shall be heard and no evidence will be brought concerning change of a
condition or undertaking or promise stated in the agreement unless it is proven
by a written document signed by whomever the claim for change or waiver is
directed.
Any promise, representation or undertaking given prior to the time of signature
of this agreement are hereby null and void and they will not be valid unless,
and as far as they are stated in this agreement.
13. Parking
13.1 100 (one hundred) covered parking spaces will be allotted to Lessee for
no additional payment during the Lease Period for his use and the use
of his employees.
These parking spaces will be situated as near as possible to elevators
leading to the Leased Premises.
If Lessee realized the option granted to him in paragraph 1.8 above, 25
additional parking spaces will be put at his disposal for no additional
payment.
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13.2 Nothing mentioned above can injure Lessee's right to use the covered
and uncovered parking areas within the project in a way and conditions
similar to the other Lessees in the project.
13.3 Parking spaces allotted to Lessee will be for his sole use, and during
the opening hours of the Leased Premises parking in these spaces will
not be allowed but to Lessor and his clients as mentioned above.
13.4 Lessee will not be required to pay any payment for tools handed to him
for entrance to or making use of the parking spaces equal to the amount
promised to him in this agreement for no additional payment.
14. Sureties
14.1 Within 7 days from the date of signature of this agreement Lessee will
deposit with Lessor a bank guarantee amounting to three months rent to
ensure fulfillment of Lessee's undertakings according to this
agreement, and as deriving from the Management Agreement. This
guarantee will be renewed at the end of each additional year, and if
not renewed Lessor shall have the right to realize it.
Lessor undertakes to give Lessee a written notice 3 working days in
advance before realizing the guarantee.
14.2 Upon return of the Lease Premises to Lessor and fulfillment of all
Lessees undertakings according to this agreement, the guarantee will be
returned to Lessee.
Witness to which the parties have signed
(-) (-)
_______________________ _______________________
Lessor Lessee
Appendix "A"
Map of Premises (not attached)
Appendix "B"
1. Lessor undertakes to finance the work to be performed on the Leased Premises
for its adjustment to the Purpose of the Lease according to specifications made
by Lessee, at $ 375 including VAT (three hundred seventy five US dollars) at
usual market prices, for each square meter of the Leased Premises (hereinafter:
"Adjustment Works Budget")
Lessor will pay those contractors, suppliers and other professionals who will
perform the adjustment works up to the amount of the adjustment works budgeted
according to invoices submitted by these professionals and approved for payment
by Lessee.
Payment will be made according to market prices and a way usual for performance
of work similar to the above adjustment works against a legal invoice.
Lessor will choose the operators to execute the works and inform Lessee of their
identity. However, Lessee will be entitled to object to the identity of any of
these operators, subject only that he explains his objection.
In any case Lessee will prefer operators performing work in the project.
2. In addition to the Adjustment Works Budget, Lessor will, at his expense,
perform the following works on the Leased Premises:
a. Elevation of the floor according to Lessee's architect
requirements, not as a floating floor.
b. Installation of a generator to ensure emergency lighting and
operation of computers.
c. Opening of ceilings (skylights) according to architect's
requirements.
d. Preparation of a basketball court on the roof of the building,
including two baskets and nets to xxxx the boundary of the
court.
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e. Arrange privacy of use of the elevator leading to the Leased
Premises by installation of a suitable key, which will enable
limitation of opening the elevator on the Leased Premises'
floor to holders of the key only.
3. Lessee will be entitled to enter the Leased Premises in order to perform
adjustment works at any time after prior coordination with Lessor.
4. Lessee undertakes to insure performance of the adjustment works according to
the Insurance Appendix attached hereto marked Appendix "B/1" (not attached).
5. In spite of the above mentioned, it is agreed that Lessee be entitled to
perform parts of the adjustment works through contractors employed by him
(hereinafter: "Lessee's Contractors")
Payment to Lessee's Contractors will be made out of the Adjustment Works Budget.
However no relationship of client and contractor or employer and employee will
exist between Lessee's Contractors and Lessor, and they will be deemed to be
Lessee's assigns or employees or contractors only. Lessor will not have any
responsibility towards Lessee or towards any third party because of performance
of works by Lessee's Contractors.
6. Lessee will be entitled to elevate the floor of the Leased Premises at his
expense by building a floating floor.
As far as the above-mentioned elevation of the floor saves on the cost of
performing the elevation mentioned in paragraph 2(a) by Lessor - Lessee will be
credited with the cost saved by Lessor.
(-) (-)
_______________________ _______________________
Lessor Lessee
Appendix "C"
Management agreement (cleaning services etc.) - (not attached)
Appendix "D"
A provisional building of 1200 sq.m. in the Netanya Business Center (including
use of public areas in which the provisional building is situated.
Lessor will see to it at his expense that the provisional building is put at
Lessee's disposal according to the following specification:
Plaster wall according to architect's plans submitted to Lessor.
2 Rav Bariah doors, Securit Glass entrance door.
Venetian blinds for windows.
Kitchen - 6 sq.m. built in cabinets upper - lower.
2 coffee corners - in each one 2 sq.m. upper and lower cabinets.
Marble or Xxxxxx Xxxxx surfaces as required by architect's plan in
kitchen and coffee corners plus level 4 ceramics flooring according to
architect's plan.
Usable restrooms in two areas, including accessories.
Installation of key or other mechanism in elevator leading to the
building so that elevator doors open on the building's floor only by
holders of keys.
Full air conditioning 24 hours per day including back up in
communications room.
Electricity outlet in coordination with architect or Lessee's
representative, complete electricity including connection to generator
which will provide electricity for emergency lighting and operation of
computers.
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Passive communications infrastructure in the entire space (preparation
only) in coordination with the architect and constructor performing
communications for Lessee.
Lighting of not less than 500 Lux, Dark Light lighting fixtures
including representative lighting according to architect's plan.
Flooring and covering - Standard 2 Heavy Duty carpet, color to be
chosen by architect.
100 covered parking places.
A secure room will be put at Lessee's disposal as a storeroom.
Lessee shall have the right to obtain the key to the provisional building and to
enter it in order to perform works at any time whatsoever after coordination
with Lessor after signature of the Lease agreement.
In spite of all the above mentioned it is clarified that the provisional
building has indeed been given to Lessee for his use as deriving from the Lease
agreement before signature of this agreement.
(-) (-)
_______________________ _______________________
Lessor Lessee
