EXHIBIT 10.30
UNPROTECTED LEASE AGREEMENT
Made and executed on the 7th of February, 2002
Between
MOFARI LTD. Private Company Number 00-0000000-0
By its director Xxxxxxx Xxxxxx
To be referred to hereinafter as "the Landlord"
THE FIRST PARTY
and
ITURAN LOCATION AND CONTROL LTD. Public Company Number 520043811
To be referred to hereinafter as "the Tenant"
THE SECOND PARTY
DEFINITIONS: In this agreement, the following terms shall have the meaning
indicated alongside them:
"The Leased Premises" An area of approximately 2614 square meters gross, in
which are included, pursuant to the parties'
agreement, an addition for public areas, on the ground
and Basement A and Basement B floors, located in the
building belonging to the Landlord in the new
industrial park in Azor, known as Parcel 87 in Bloc
6010, and outlined in red in the diagrams that are
attached as Appendices A, B, C and D and which
constitute an integral part of the contract
(hereinafter: "the Diagrams.")
"The Law" The Tenancy Protection Law (Integrated Version)
5732 -1972.
"The Lease Period" The Lease Period indicated in Section 4 of this
agreement.
"The Parties" The Landlord and the Tenant together.
PREAMBLE
Whereas: The Landlord declares that it is leasing from the Israel Lands
Administration the parcel on which it built the building in
which the
Leased Premises are located, outlined in red in the Diagrams
attached hereto as an integral part of this agreement;
And whereas: The Landlord wishes to lease the Leased Premises to the Tenant
through a tenancy which is not protected by the Law, for the
period and under the conditions set out in this agreement;
And whereas: The Parties hereby declare that on August 20, 1968, there was
no resident entitled to possession of the Leased Premises
and/or that the Leased Premises were vacated by any resident
who was entitled to possess them after August 8, 1968;
And whereas: The parties declare that the Leased Premises is hereby leased
to the Tenant without the Tenant having paid any key money or
other consideration (other than the rental payments,
maintenance payments, expenses, etc., as set out in this
agreement) for the leasing of the Leased Premises;
And whereas The parties wish to arrange the terms of the leasing of the
Leased Premises to the Tenant, all pursuant to and in
accordance with the terms of this agreement and with what is
set out therein;
IT IS THEREFORE DECLARED, AGREED AND PROVIDED BETWEEN THE PARTIES AS FOLLOWS:
1. The preamble to this agreement, along with the attached appendices,
constitute an integral part thereof and the parties' declarations included
in the preamble bind them to the same degree as do the conditions included
in the body of the agreement.
WAIVER OF A CLAIM OF NON-SUITABILITY
2. The Tenant hereby declares that it has examined the Leased Premises and
that it confirms that it received the Leased Premises in good condition,
that the Leased Premises are suitable for its purposes, that the Landlord
did not give the Tenant any description of the Leased Premises and/or
declaration regarding the quality of the Leased Premises and/or the
characteristics of the Leased Premises and that the Tenant is entering into
this lease agreement on the basis of its examination and its impressions
and that it hereby expressly waives, in advance, any claim of
non-suitability.
THE LEASE - ITS PERIOD AND ITS PURPOSE
3. The Landlord hereby leases the Leased Premises to the Tenant and the Tenant
hereby leases the Leased Premises from the Landlord, for the period and
under the conditions indicated in this agreement.
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4.
a. The period of the lease is for 72 months beginning on April 1, 2002,
and will conclude on March 31, 2008 (hereinafter: "the LEASE PERIOD").
b. The Tenant is hereby given an option right to extend the Lease Period
for one period of an additional 48 months, beginning on April 1, 2008
and concluding on March 31, 2012 (hereinafter: "the OPTION PERIOD").
All of the provisions of this agreement other than the provisions
regarding the Rental Payments and the Maintenance Expenses and except
for the right to use an additional option, shall apply, mutatis
mutandi, to the Option Period. The right to exercise the
above-mentioned option is given to the Tenant subject to the Tenant
carrying out in full and on time all of the provisions of this
agreement during the period until the beginning of the exercise of the
option, and subject to the Tenant having notified the Landlord in
writing at least 180 days prior to the beginning of the Option Period
that the Tenant wishes to extend the Lease Period for the entire
Option Period.
5. The parties agree that purpose of the lease is the use of the Leased
Premises only, as offices, service centers, laboratories and storage areas.
The Tenant undertakes not to use the Leased Premises for any purpose other
than the purpose indicated above.
6. A breach of the provisions of Section 5 above will be considered to be a
fundamental breach of this agreement.
THE CONSIDERATION
7.
a. In consideration for the leasing of the Leased Premises, the Tenant
undertakes to pay the following to the Landlord:
(1) The shekel amount equivalent to 9.41, nine dollars and forty-one
cents, per month with the addition of VAT, for every square
meter, gross, of the Leased Premises, as indicated in the above
definition of the Leased Premises, as monthly rental payments
(hereinafter: "rental payments.")
(2) An additional shekel amount equivalent to $4 per month (four
United States Dollars) with the addition of VAT, for every square
meter of the Leased Premises, as described in the definition of
the Leased Premises, (hereinafter: "the Maintenance Expenses"),
which shall be paid for the maintenance of the air-conditioning
systems, computerized smoke detection, elevators, cleaning of the
public areas, sanitary plumbing in the public bathrooms, and for
municipal property taxes, not including water. The payment for
the use of water will be paid by the Tenant, and will be imposed
on it in addition to the above-mentioned amount in accordance
with its actual consumption, at the rate at which the Landlord is
charged by the Azor Local Council. If the municipal property
taxes (arnona) increase on a real basis beyond the increase in
the consumer's price index, the part of the payment that is for
the property tax, which is included in the Maintenance Expenses,
shall be increased at the rate of
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the real increase of the municipal property taxes. The Landlord
will issue a confirmation to the Tenant regarding the
above-mentioned increase in the property taxes.
(3) During the Option Period and from the time at which it begins,
the Rental Payments and the Maintenance Expenses will increase at
the rate of 10%.
(4) The Rental Payments and the Maintenance Expenses (subject to the
above provisions regarding the municipal property taxes) will be
linked to the representative dollar exchange rate as such is
published by the Bank of Israel, all as set out below, and will
be referred to hereinafter as the "RENTAL PAYMENTS." That is,
wherever the phrase "Rental Payments" is used in this agreement,
the reference is to the Rental Payments and the Maintenance
Expenses.
(5) The Rental Payment amounts indicated in this agreement in dollars
will be multiplied by the representative exchange rate of the
American dollar as it is known at the time of the actual payment.
b. (Cancelled).
c.
(1) On April 1, 2002, the Tenant will pay to the Landlord an amount
covering four months of rental and maintenance. Deposits that
were deposited with the Landlord pursuant to previous lease
agreements with the Tenant and/or related companies will be set
off against the above-mentioned payment. Beginning with the
fourth month and onwards, i.e. on July 1, 2002, the Rental
Payments will be paid to the Landlord every three months, in
advance.
(2) Rental Payments in the amount of one month of rental, out of the
amount indicated in 7c(1), will be used as security to guarantee
the Tenant's obligations. This amount will be reimbursed to the
Tenant, linked to the dollar's representative exchange rate,
without interest, after the conclusion of the Lease Period and/or
of the Option, on condition that the Tenant has fulfilled all of
its obligations pursuant to this agreement.
d. The Tenant will also pay to the Landlord, in addition to the Rental
Payments and the Maintenance Expenses, VAT at the rate applicable by
law on the day of the payment - against the issuance of a tax invoice.
The VAT amount will be paid to the Landlord at the times set for the
payment of the Rental Payments and the Maintenance Expenses as
indicated in this agreement, with a check dated tow days prior to date
established by law for the payment of the VAT for the particular
receipt.
e. A breach of the provisions of Section 7, including all of its
sub-sections, will be considered to be a fundamental breach of this
agreement.
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THE TENANT'S OBLIGATIONS
8. The Tenant hereby undertakes the following vis-a-vis the Landlord:
a. To use the Leased Premises only for the purpose of the tenancy and not
for any other purpose and/or goal whatsoever.
b. Not to transfer all or some its rights pursuant to this agreement, in
any manner or form, either with or without consideration, to another
or to others, and not to rent out all or part of the Leased Premises
to another or to others, and not to allow and/or permit another or
others to use the Leased Premises or any part thereof - except that
the Tenant may allow and/or permit the Tenant's employees, to use the
Leased Premises for the purpose of their work with the Tenant.
Notwithstanding the above, the Landlord will not refuse to give its
consent to the Tenant to give over for use, or to rent out, part of
the Leased Premises to a sub-tenant, so long as the Tenant continues
to be responsible to the Landlord for the fulfillment of all of its
obligations pursuant to this agreement, including vacating the Leased
Premises by the sub-tenant at the dates established pursuant to this
agreement. The Landlord may refuse to give such consent for reasonable
cause.
c. Notwithstanding the above, it is agreed that the Tenant may allow its
parent companies, subsidiaries or related companies to use the Leased
Premises, on condition that such companies sign, as a condition for
the granting of such permission, a declaration that they know that
they are only authorized parties in the Leased Premises, and that they
undertake to carry out the provisions of this agreement.
In any event, the Tenant will be responsible for vacating the Leased
Premises by the above-mentioned companies at the end of the Lease
Period and/or of the Option Period.
d. To pay the agreed Rental Payments and the Maintenance Expenses in a
timely fashion, including VAT.
e.
(1) To pay, in an orderly and ongoing fashion, and at the time
requested, the bills for electricity relating to the Leased
Premises, at the rate of 34 agurot per kilowatt hour, with the
addition of VAT, linked to changes in the Electricity Company's
rates beginning on January 1, 2002, as such bills are submitted
by the Landlord.
If, in any month whatsoever, it turns out that the calculation of
the amount that the Landlord is required to pay to the
Electricity Company indicates that the price per kilowatt hour is
higher than 34 agurot (with the addition of VAT), without such
excess having any connection to the increase in the Electricity
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Company's rates, the Tenant will pay the above-mentioned price
differential to the Landlord after the Landlord presents the
appropriate details to the Tenant. The Tenant will not in any
event pay less than 34 agurot per kilowatt hour.
The Tenant also undertakes to pay for the water for the Leased
Premises, as such payments may be requested from time to time by
the Azor Regional Council or by the Landlord, as well as business
tax and any other tax and/or charge and/or payments which are
imposed on the Leased Premises and regarding which it has not
been agreed that they will be imposed on the Landlord.
(2) Property tax and any tax, charge, and the like, which are, by
their nature, imposed on the owners of a property, as opposed to
on the possessors thereof, if any such are imposed, shall be
imposed on the Landlord and the Landlord shall pay them.
(3) The Tenant will also pay for the air-conditioning provided to it,
on the basis of the hours in which the air-conditioning is
operated in the Leased Premises and in accordance with the
account that shall be prepared according to the air-conditioning
operation hours meter, which shall be submitted to the Tenant by
the Landlord. The payment shall be calculated in the following
manner: the amount of tons of cooling, as established by the
Landlord's air-conditioning engineer, multiplied by the number of
hours of usage per month, as established by the above-mentioned
meter, multiplied by 34 agurot multiplied by 1.5 kilowatt hours
per ton of cooling, multiplied by 0.8, with the addition of VAT.
The above-mentioned amount of 34 agurot, shall be linked to
changes in the Electricity Company's rates, beginning on January
1, 2002, and linked to that which is described in sub-section
e(1) above.
f. To preserve the Leased Premises, its walls, floors, doors, electrical
systems and other installations belonging to the Leased Premises in
good condition and in good repair and not to break and/or destroy the
above-mentioned, and to use the Leased Premises in a cautious and
reasonable manner, to return the Leased Premises to the Landlord in
good condition and in good repair as it received them, except for wear
and tear resulting from normal and reasonable use, and empty of any
person and/or property belonging to the Tenant, and free of any debts
and/or payments that the Tenant is required to pay pursuant to this
agreement.
g.
(1) Not to change the structure of the Leased Premises in any manner
whatsoever, and not to make any changes in the Leased Premises
and in the Leased Premises' systems and not to carry out any
renovation work or any changes, without receiving the Landlord's
advance written consent.
(2) This is on condition that - without derogating from the
generality of the prohibition set out in sub-Section g(1) above -
any addition and/or installation and/or improvement and/or change
and/or repair made in the Leased Premises by the Tenant, even
with the Landlord's written consent, will be considered to be the
Landlord's property (without the Landlord being liable for any
payment for such) and will be transferred to the Landlord's
possession without the Tenant having any right whatsoever to
request compensation and/or any payment for them, unless the
Landlord requests that they be removed.
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(3) Notwithstanding the above, the Landlord may request from the
Tenant that it remove any change and/or improvement and/or
addition and/or installation that has been carried out without
receiving the Landlord's permission, and request the restoration
of the Leased Premises either completely or partially to their
original condition, either during the Lease Period or after its
conclusion. If the Landlord has given its consent to the changes
and/or improvements and/or additions, the Landlord may request
their removal and the restoration of the Leased Premises to their
original condition at the end of the tenancy.
If the Tenant does not restore the Leased Premises to their
original condition at the Landlord's request, as described above,
the time that the Landlord is required to wait until it receives
the Leased Premises back in its possession in their original
condition shall be considered to be a delay in the returning of
the Leased Premises to its possession.
If the Landlord requires that which is described above, the
Tenant undertakes to do as required, at its expense and
responsibility, in a professional and appropriate manner, within
the time established by the Landlord, in coordination with and
under the supervision of the Landlord. If the Tenant does not
respond to such requests, the Landlord may carry them out itself
and charge the Tenant with all of the Landlord's expenses and
damages. Even if the Landlord does not carry out the above, the
Tenant will be required to pay to the Landlord all of the
Landlord's damages and expenses as are required for the execution
of that which is described above, if the Landlord had asked that
the Tenant carry out what is described above and the Tenant has
not carried out the request within 7 days from the time of the
request.
h. The Tenant will act carefully in the Leased Premises and it undertakes
to repair, at its expense and close to the time of their discovery,
all damages and/or faults that are caused to the Leased Premises for
any reason whatsoever, except for damages and/or faults in those
systems that are shared with the other units in the building and in
the water pipes in the walls of the Leased Premises. The above
limitations regarding the Tenant's obligation to repair are
conditioned on the damages and/or faults not being caused by the
Tenant and/or by its employees and/or by its invitees and/or by
persons connected to the Tenant in any manner whatsoever. The landlord
shall be liable for Damages and/or breakdowns in the systems that are
shared with the other units in the building and in the water pipes in
the walls of the Leased Premises.
i. It is agreed that the repairs to the Leased Premises' electrical
system which begins at the electrical board belonging to the Leased
Premises, will be carried out by the Tenant and at its expense. The
Tenant will replace the lamps in the Leased Premises with new lamps.
The Landlord shall be liable for repairs to the public electrical
systems. The obligation to repair the damages and/or the breakdowns
which is described above applies as well to the carpeting in the
Leased Premises - the Tenant will be required to repair them and/or
replace them, at the Landlord's request and to its satisfaction.
Repair of the Leased Premises as described in Sections h and i above
will be carried out under the Landlord's supervision and control. If
the Tenant does not carry out repairs in the Leased Premises within 14
7
days from the date on which it is requested in writing to carry them
out, the Landlord may but is not required to carry out the repairs
itself or through its representatives, and to charge the Tenant with
all the expenses of the repairs and with all that is involved in the
execution of the repairs, even if the Landlord decides in actuality
not to carry out the repairs or part of them.
Notwithstanding the above, it is agreed that the Landlord's employees
will in all events repair the water system upon coordination with the
Tenant, to the extent such is possible. The Tenant will, immediately
upon the Landlord's request, pay those repair and work expenses for
which - pursuant to the provisions of this agreement - the Tenant is
liable.
j. The Tenant undertakes to notify the Landlord of any occurrence of
damage or breakdown in the Leased Premises, immediately upon its
discovery.
k. The Tenant undertakes, at the conclusion of the lease or of the Option
Period, whichever is relevant, to ensure that the Leased Premises that
were given to the Tenant in good condition are restored to the
condition they were in on the day they were received, subject to wear
and tear resulting from normal and reasonable use. The Tenant is
required to paint the Leased Premises and its walls in a good and
professional manner, to the Landlord's satisfaction, within 7 days
prior to the conclusion of the tenancy or of the option.
l. It is agreed that the Landlord or anyone whom the Landlord appoints
may visit the Leased Premises during ordinary work hours and after
giving notice, in order to examine the Leased Premises in order to
ascertain the fulfillment of this agreement.
m. The Tenant will allow the Landlord or its representative to have
access to the electricity, telephone, water, air-conditioning, sewage,
etc. pipes, for the sake of handling, repairs, modifications and the
like, or for performing anything which is required to carry out the
above-mentioned in the pipes that pass and/or are installed and/or are
located and/or which will be installed in the Leased Premises.
Nothing in the above shall constitute a determination that the
Landlord is obligated to make the above-mentioned repairs or
modifications. The Tenant declares that it is aware that the Leased
Premises has a 1 phase, 40 ampere electrical system.
n. The Tenant undertakes to carry out all the provisions of this
agreement, including to continue to make all the rental payments in a
timely fashion, even if the Tenant's use of the Leased Premises has
been cancelled or transferred, either partially or completely, for any
reason whatsoever, on condition that such cancellation was not caused
by a breach of the contract by the Landlord and/or as a result of a
force majeure, such that the Leased Premises could not longer serve
their purpose.
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o. The Tenant undertakes to keep the Leased Premises and its environs and
any other place which serves the Tenant in the context of this lease
agreement clean, and not to place any vehicles, tools, containers,
articles, pieces of scrap and other chattels outside of the Leased
Premises and not to cause any annoyance to persons who are visiting or
are located in the building in which the Leased Premises are located,
and to be liable to the government and municipal institutions and
authorities for the payment of any fines whatsoever that are the
result of the non-fulfillment of the provisions of this section.
p. The Tenant undertakes to take care, by itself and at its expense, of
obtaining the licenses required for using the Leased Premises and to
act in accordance with the laws, regulations and rules, and to bear
the cost of all fines and payments that are imposed, if such are
imposed, in connection with the use of the Leased Premises; and not to
interfere with the other persons or entities who have the right to use
the other parts of the building in which the Leased Premises are
located, including the common property. The Landlord confirms that to
the best of its knowledge, there is nothing to prevent the use of the
Leased Premises for the purpose of the tenancy.
q. The parties agree that in the event that the Tenant vacates the Leased
Premises prior to the end of the Lease Period, without the Landlord's
written consent, it will be required to pay to the Landlord the full
rental payments through the end of the Lease Period and/or the end of
the Option Period, whichever is relevant, and all of the Tenant's
obligations will continue to apply until the end of the Lease Period
or the Option Period, as stated in this agreement.
The above will not apply in the event that the contract is properly
cancelled by the Tenant due to the Landlord's breach thereof and/or
due to force majeure, such that the Leased Premises can no longer be
used for its purpose.
r. The Tenant hereby declares that:
(1) The Landlord will not be responsible in any manner whatsoever for
the Tenant obtaining and/or continuing to obtain an appropriate
license from the competent authorities for the operation of the
business which it wishes to operate in the Leased Premises
(hereinafter: "the BUSINESS LICENSE"), and that the Landlord is
not responsible for the Leased Premises being appropriate for the
operation of such business.
(2) Any liability, handling, preparations and expenses connected to
the obtaining of the Business License will be imposed on the
Tenant only, and the liability, handling, expenses, preparation
and execution connected to the fulfillment of any request from a
competent authority as a condition for the obtaining of the
Business License will also be imposed on the Tenant alone and
shall be its responsibility.
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s. The Tenant declares that the Landlord has notified it that no vehicle
whose total weight exceeds 4 tons may go on the ramp. The Tenant
undertakes to ensure that the above-mentioned prohibition is observed
both by the Tenant and by its employees and by anyone connected to the
Tenant, either directly or indirectly.
t. [Crossed - out] [Stamp and signature in the margins.]
u. A breach of the provisions of Section 8, including of any of its
sub-sections, will be considered to be a fundamental breach of this
agreement.
v. The Tenant declares that it has been clarified to him that the tenancy
does not include the provision of a parking space for a vehicle,
unless otherwise indicated in this contract.
BREACHES
9.
a. The parties provide and agree that any breach of the provisions of
Sections: 5,7,8,10,15, 19, 24, 25, 33, and 34 of this agreement will
constitute a fundamental breach and will entitle the Landlord, in
addition to any other remedy granted to it either by agreement or by
any relevant law, to cancel this agreement without warning, and the
Tenant will be required to vacate the Leased Premises immediately.
b. The Tenant hereby declares that it is aware that if it does not pay,
in full and in a timely fashion, the Rental Payments and the
Maintenance Expenses - including the additions and the linkage - all
as set out in Section 7 above and/or, inter alia, the other payments
for which it is liable pursuant to this contract, and/or if it
breaches the provisions of Section 25a below, the Landlord may, with
written warning given 14 days in advance, disconnect the supply of
electricity to the Leased Premises. The Tenant will not have any
grounds for complaint whatsoever against the Landlord in connection
with such disconnection and/or for any direct and/or indirect damage
which is caused to the Tenant, if any such damage is caused, as a
result of the disconnection.
VACATING AND SECURITIES
10. Upon the conclusion of the tenancy, whether as a result of the completion
of the tenancy or of the option, whichever is relevant, and whether as a
result of the early cancellation of this agreement as stated in Section 9
above, or whether this agreement comes to its conclusion for any purpose
whatsoever, the Tenant hereby undertakes to
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vacate the Leased Premises and to return them to the Landlord in the same
condition in which the Tenant received them, in good repair, clean,
painted, plastered, and orderly, with the carpets and/or floorings replaced
or repaired if necessary as the Landlord has requested, with the Leased
Premises being free of any person or article, and free of any debts and
payments which are imposed on the Tenant pursuant to this agreement, and
the Tenant undertakes to carry out all of its obligations pursuant to this
agreement. Any breach of the provisions of this section shall be considered
to be a fundamental breach of this agreement.
11.
a. If the Tenant does not carry out that which is described in Section 10
above and/or does not restore the Leased Premises to its prior
condition as the Landlord has requested and/or does not carry out the
rest of the provisions of this agreement, the time that the Landlord
is required to wait until it receives possession of the Leased
Premises in accordance with the provisions of this agreement will be
considered to be a delay in the return of the Leased Premises to the
Landlord's possession.
b.
(1) in addition the other provisions of the agreement, the amounts
deposited with the Landlord as provided in Section 7c(2) above
will also serve to guarantee the fulfillment of the Tenant's
obligations that are imposed on him pursuant to this agreement.
(2) If the Tenant breaches any of the provisions of this agreement,
and after the Landlord has given it a period of 7 days in which
to fulfill its obligations, as shall be set out in a written
notice sent to the Tenant, and the Tenant has not repaired the
breach, the Landlord may foreclose on the funds or on part of
them - whichever is relevant.
c. The transfer of the funds to the Landlord and/or collection of the
amount thereof or of part of them will not grant any rights whatsoever
to the Tenant in the Leased Premises, nor will it prevent and/or delay
a legal suit for vacating the Leased Premises and/or for the execution
of a judgment that may be given, nor will it prevent the Landlord from
taking any legal action and/or asking for any relief granted to it by
any relevant law and/or pursuant to this agreement.
12. It is hereby expressly agreed by the parties that if the Tenant does not
vacate the Leased Premises at the end of the Lease Period and/or
immediately upon the Landlord's request made as a result of the
cancellation of the agreement in accordance with Section 9 above, the
Landlord or anyone acting on its behalf may, in addition to receiving any
other relief granted to them pursuant to this agreement and/or pursuant to
any relevant law, enter into the Leased Premises and take possession of it,
even without obtaining the Tenant's consent, and change the locks, cut off
the flow of electricity and the water, and take the Tenant's possessions
out of the Leased Premises and store them in any place they see fit. The
Landlord and/or its
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representative will not be responsible for any damage which could be caused
to the Tenant as a result of the Landlord having received possession as
stated and/or from the transfer of the Tenant's possessions and their
storage. Any expenses in connection with the storage of the possessions and
their transport will be imposed on the Tenant only.
13.
a. Additionally, and without derogating from the other provisions of this
agreement, the parties agree that if the Tenant does not vacate the
Leased Premises and transfer the possession thereof to the Landlord
immediately upon the conclusion of the tenancy relationship between
them pursuant to this agreement, an amount equal to $1.30 per square
meter, gross, will be paid to the Landlord, linked as provided in
Section 7 above, for each additional day in which the Tenant remains
in the Leased Premises, or delays the return of the possession thereof
to the Landlord beyond the date of the conclusion of the tenancy
relation between them pursuant to the provisions of this agreement.
Upon the occurrence of what has been described in this section, the
above-mentioned amount will constitute agreed usage fees in replace of
the Rental Payments indicated in Section 7a(1) above.
The parties hereby declare that the above-mentioned amount was
established through their mutual consent, after making careful and
exact consideration, as the amount of usage fees that have been agreed
and estimated in advance, and the Tenant declares that it will be
prohibited from making claims and/or objections regarding the size of
this amount.
b. Nothing in sub-Section a above will detract from the Landlord's
rights, in the event of a breach, to take any action or any measures
against the Tenant pursuant to any relevant law and/or the provisions
of this agreement.
SALE OF THE LEASED PREMISES
14. The parties expressly agree that the Landlord has the right to transfer and
to sell the Leased Premises to whomever it sees fit, subject to the
continuation of this lease agreement until its conclusion and to the
preservation of the Tenant's rights pursuant to it, without it being
required to obtain the Tenant's consent.
The Tenant hereby declares that it has and will have no claims and/or
arguments regarding such transfer and that the Landlord may carry out such
a transfer without consulting the Tenant or obtaining its consent.
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INSURANCE
15.
a. The Landlord will insure the building of the Leased Premises (not
including the contents of the Leased Premises or the Tenant's
equipment) with comprehensive insurance, and third party liability for
the public areas, in insurance amounts that the Landlord shall
determine. All expenses and premiums, of all kinds, relating to the
above-mentioned insurance will be imposed, in proportion to the Leased
Premises' relative share of the building, on the Tenant only, and will
be paid by the Tenant immediately upon the Landlord's request. The
Landlord will present the Tenant with a confirmation of the amount of
the premium and of the expenses.
b. The Landlord hereby declares that it will ensure that the insurance
policy will include a waiver of the right of indemnification against
the Tenant.
c. The Tenant is required, at its own expense, and throughout the entire
Lease and Option Period, to insure, through an insurance company known
in Israel, the contents of the Leased Premises, including the pole,
the electronic equipment and the generator on the building roof, which
shall be referred to together hereinafter as "the equipment and the
pole," and the Tenant will also arrange third party insurance for the
Leased Premises, the equipment and the pole, with limitations of
liability such as are standard in the Tenant's business. Nothing in
the purchase of the insurance as described in this sub-section will
serve to derogate from the Tenant's liability, as described in
sub-Section e below, beyond the insurance amounts indicated in the
insurance policies.
d. The Tenant will, by the time of the tenancy's commencement, present
the insurance policy or a confirmation from the insurance company to
the Landlord, regarding the arranging of the above-mentioned
insurance.
e. The Tenant alone will be responsible for any damage that it and/or its
employees and/or its agents and/or its invitees and/or those acting on
its behalf and/or for it may cause during the Lease Period to any
person and/or property while they are in the Leased Premises,
including while entering and/or exiting it, and for the equipment,
inventory and installations attached to the Leased Premises. The
Tenant undertakes to indemnify the Landlord for any damage and/or
financial expense which the Landlord suffer or incurs as a result of
any suit or claim which is brought, if any such is brought, against
the Landlord in connection with events and/or damages within the area
of the Tenant's liability. The Tenant undertakes to do all that it can
do to have the Landlord eliminated as a Defendant in any legal
proceeding regarding damages such as are described in this
sub-section.
f. If the Tenant does not, immediately upon the Landlord's request, pay
the amounts of the insurance premiums, as stated above, the Tenant
will be required to return to the Landlord any amount which it has
paid, with the addition of increments for linkage to the dollar as
described in Section 7 above, and with the addition of interest such
as is charged in Bank Hapoalim with regard to exceptional overdrafts
in current loan accounts. The calculations will be carried out at the
time of the Landlord's request for payment and by the time of the
actual payment.
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g. Any breach of the provisions of Section 15, including any breach of
any of its sub-sections, will be considered to be a fundamental breach
of this agreement.
CONTINUATION OF CONSTRUCTION
16.
a. The Tenant declares that it agrees that the Landlord, at its exclusive
discretion, may continue to construct the building in which the Leased
Premises and its systems are located, and that the Tenant may not
object to such construction so long as the construction does not cause
a change in the structure of the Leased Premises.
b. The Landlord undertakes to allow the Tenant, during such construction,
free access to the entry to the Leased Premises. The Landlord will
take all necessary measures, in accordance with its discretion, to
limit to the extent possible, disturbances which could be caused to
the Tenant as a result of the construction.
INSTALLATION OF THE TELEPHONE
17. The Tenant may order and install telephones in the Leased Premises, and the
Tenant alone will be responsible for the expenses involved in such. Upon
the conclusion of the contract for any reason whatsoever, the Tenant may
take possession of the telephones after paying for any debts for them.
To remove doubt, it is noted that the Landlord will not be obligated to
supply the Tenant with a telephone line to the Leased Premises, but to
carry out any necessary preparation in order for it to be possible to
install a telephone line in the Leased Premises. The Landlord confirms that
there is an infrastructure in the building that enables the installation of
__ telephone lines in the Leased Premises.
MISCELLANEOUS
18.
a. Without derogating from any other right granted to the Landlord, the
Landlord may pay off any payment which the Tenant is obligated to pay
and which the Tenant has not paid in a timely fashion, and to request
reimbursement of such payment, with the inclusion of interest at the
rate which is used in Bank Hapoalim at that time for exceptional
overdrafts in current loan accounts.
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b. Any invoice, receipt or other written confirmation regarding the
payment of any of the payments that the Tenant is required to pay off,
which sets out the date of issuance, the amount and the nature of the
payment that has been paid off, will be deemed as notice and
confirmation of the payment of the amount at the time indicated on
such receipt or confirmation, and of the Tenant's obligation to
reimburse the Landlord for said amount immediately.
19.
a. The Tenant undertakes not to hang or place any signs and/or other
marks on the building in which the Leased Premises are located and/or
in any other part of the Leased Premises and/or the courtyard. Signs
in the building in which the Leased Premises are located will be
uniform and will be supplied by the Landlord. The Tenant will pay the
Landlord immediately upon its request for the Tenant's proportionate
share of any expenses for the preparation and assembly of the signs,
at cost plus the addition of 10% for general expenses.
b. Notwithstanding the provisions of sub-Section a above, the Tenant may,
with written approval from the Landlord, replace the sign at the
entrance to the Leased Premises on the ground floor, at the Tenant's
expense. The measurements of the new sign will not exceed those of the
existing sign. The Tenant must present a plan with the measurements of
the new sign before the new sign is installed. The Tenant may install
the new sign only after receiving the Landlord's written approval for
the plan. The Tenant will bear any expense and/or payment required by
the authorities for installation of the above-mentioned sign. Upon
conclusion of the lease agreement, the Tenant is required to remove
the sign at its expense and to restore the Leased Premises to the
condition they were in before any sign whatsoever was placed in them.
Any breach of the provisions of this section will be considered to be
a fundamental breach of this contract.
20. Additionally and without derogating from the generality of the above, the
parties agree that if an asset receiver and/or executor and/or liquidator
or temporary or permanent trustee is appointed for the Tenant, and such
order is not cancelled within forty days from its issuance, it shall be
considered to be a fundamental breach of this agreement and the provisions
of Sections 9 and 10 above will apply in such case. However, nothing in the
above derogates from the Landlord's remaining rights according to this
agreement and/or according to any law.
21. Any debt resulting from and/or created pursuant to this agreement will be,
for the purpose of any laws and/or regulations applied and/or used in
Israel, deemed to be a fixed debt that may be demanded, and the time of
payment for which is the time established in this agreement.
22. The Tenant will be liable for the expenses for stamp tax for this
agreement.
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23. The parties agree that if the parties do not use their rights in accordance
with the provisions of this agreement, then any delay and/or postponement
and/or extension will not be considered to be a waiver or consent of any
kind whatsoever by such party or to be a modification of a term of this
agreement, and no such modification and/or waiver in this agreement will
have any force unless it is made in writing and signed by both parties.
24.
a. The Tenant may not ask for electricity directly from the Electric
Company and/or from any other party other than from the Landlord, and
it may not ask the Electric Company to install a separate meter for
the Tenant or to make payments directly to the Electric Company.
b. The Tenant will not have any claim or cause of action whatsoever
against the Electric Company for the non-provision of electricity or
disruption of electricity supply that is caused by anything connected
to the Landlord.
c. Without derogating from the above, if the Tenant has installed any
electronic or electric equipment whatsoever, it may not bring any
claim or argument whatsoever to the Electric Company for the
disruption of the electricity supply and/or for interference with its
supply that is caused by anything connected to the Landlord.
d. The Tenant may not xxx the Landlord on any ground whatsoever for the
non-provision of electricity and/or for disruption of electricity
supply that is caused by the Electric Company.
25.
a. The Tenant confirms that it is aware that the Tenant will not be
permitted to make any use at all of the ramp section in front of the
display windows, which is marked in red on the Diagram (Appendix C),
and that the above-mentioned will serve for the parking of the
vehicles belonging to a tenant and/or other tenants. Notwithstanding
the above, the Tenant is hereby given the right to use the area in
front of the left display window, which serves as the entry into the
store-room, for the purpose of unloading and unloading.
b. The Tenant may install, at its expense, two rolling shades instead of
the two existing display windows in the area marked with the color red
on the Diagram. The Tenant undertakes that at the Landlord's request
it will restore the section in which it has installed a rolling shade
to its previous condition.
c. Any breach of the provisions of this section including any of its
sub-sections will constitute a fundamental breach of this agreement.
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26. The parties hereby repeat that they do not intend to create a protected
tenancy relationship pursuant to the Law, and that it is a fundamental and
basic condition of their contractual engagement that the Tenant will not be
a protected Tenant pursuant to the Law, and that the various tenancy
protection laws will not apply to the Tenant or to the lease, nor will any
of the regulations that have been enacted and/or will in the future be
enacted pursuant to these pieces of legislation.
27. The parties hereby declare that on August 20, 1968, there was no resident
entitled to possession and/or that the Leased Premises were vacated by any
resident who was entitled to possess them after August 8, 1968, that the
Tenant has not paid to the Landlord the any key money or other
consideration for the Landlord's consent to lease the Leased Premises to
the Tenant and that the Leased Premises are in a building that was built
and completed after 1968 and that the parties have expressly provided and
agreed that the Tenant will not be a protected tenant and will not have any
right to the protection of the Law.
28. The Tenant may not offset any financial debt of the Landlord's against any
financial debt that the Tenant owes to the Landlord.
29. All amounts fixed in dollars in this agreement will be paid in New Israeli
Shekels, according to the representative exchange rate of the United States
dollar, and VAT will be added to such amounts as required by law.
30. Any notice sent by registered mail by one party to the other will be deemed
to have arrived at the addressee within 48 hours after it was sent by
registered mail or by any other manner which may be proven.
31. The parties' addresses for the purpose of this agreement shall be those
addresses that appear alongside their names at the beginning of the
agreement. The Tenant's address will be, beginning on the date of the
commencement of the tenancy, the address of the Leased Premises.
32. The Tenant has erected on the roof of the building a 22-meter pole for an
antenna and a base for electronic equipments, subject to having obtained
the appropriate authorizations for such from the competent authorities and
from a certified engineer. In addition, the Tenant has constructed on the
roof of the Hatzabar Street stairway, a generator weighing not more than
600 kilograms per square meter, subject to any construction restrictions.
All the various payments, including insurance, for the maintenance of the
above-mentioned pole, bases, and generators, will be borne by the Tenant.
Upon the conclusion of the lease, the pole will remain on the roof of the
building without the Tenant having any right to take it and it will become
the Landlord's property without the Landlord being required to make any
payment whatsoever to the Tenant for it.
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33.
a. The Landlord allows the Tenant to park up to three private vehicles
along the wall of the Leased Premises in the area located in the
basement of the building, which will be marked by the Landlord and
outlined in red on the blueprint attached as Appendix B to the
contract, subject to such parking not interfering at all with the
movement of vehicles entering or exiting the basement parking lot.
b. The Tenant undertakes not to place a vehicle and/or to work and/or to
use any other area in the basement or its surroundings, and not to
interfere with the movement of vehicles entering or exiting the
basement.
Any breach of the provisions of this section, including of its
sub-sections, will be considered to be a fundamental breach of this
contract.
34. The parties hereby waive and relinquish any demand and/or claim which
either one of them had against the other prior to the beginning of the
lease pursuant to this agreement which relates to the previous lease
agreement. In this section, the term "the parties" refers as well to
subsidiaries and affiliated companies. Notwithstanding the above, it is
agreed that any such waiver by the Landlord is conditioned on the Tenant
not committing a fundamental breach of this agreement during the term of
the contract, as such is established in Section 4a above. In the event of a
fundamental breach of this agreement by the Tenant during the period
established in Section 4a above, which is not corrected by the Tenant
within 10 days from the Landlord's written request, the Tenant will be
required to pay to the Landlord, immediately upon its request, the debt for
rental payments which the Tenant owes pursuant to the previous lease
agreement for the ground floor, as stated on the invoice previously
submitted to the Tenant in the amount of NIS 457,000, linked to the
consumer price index as of the date of this agreement (hereinafter: "the
PAST DEBT"). The parties hereby agree that the Tenant's consent to pay the
above-mentioned debt in the event of such a breach is in the context of a
compromise to which the parties have agreed, without the payment being
considered to be an acknowledgement by the Tenant of the debt. In order to
remove doubt, it is noted that so long as the Tenant does not commit a
fundamental breach of this agreement during the period established in
Section 4a above, the Landlord will not be entitled to receive payment for
the Past Debt and the Tenant's signature of this agreement does not
constitute an acknowledgement of the Past Debt. The Tenant hereby waives
any claim of a statute of limitations even if at the time that the
obligation to pay arises, the limitations period has expired, and it also
waives any claim of laches and/or any other claim.
AND IN WITNESS THEREOF, THE PARTIES HAVE SIGNED:
ITURAN LOCATION AND CONTROL
[Stamp - Ituran Location and Control
[Stamp - Mofari Ltd. - and signature] and signature)
------------------------------------- ------------------------------------
The Landlord The Tenant
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ADDENDUM TO THE LEASE AGREEMENT DATED FEBRUARY 7, 2002
MADE AND EXECUTED IN AZOR ON FEBRUARY 19, 2002
BETWEEN
MOFARI LTD. PRIVATE COMPANY NUMBER 00-0000000-0
BY ITS DIRECTOR XXXXXXX XXXXXX
TO BE REFERRED TO HEREINAFTER AS "THE LANDLORD"
THE FIRST PARTY;
AND
ITURAN LOCATION AND CONTROL LTD. PUBLIC COMPANY NUMBER 520043811
TO BE REFERRED TO HEREINAFTER AS "THE TENANT"
THE SECOND PARTY;
WHEREAS: On February 7, 2002 the parties signed an unprotected lease
agreement for an area of 2,614 square meters in the building
known as Parcel 87 in Bloc 6010 (hereinafter: "the Agreement");
AND WHEREAS: The parties wish to amend the agreement in the manner provided
below in this addendum;
THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS:
1. The preamble to this agreement constitutes an integral part thereof.
2. The parties have agreed that notwithstanding the provisions of Section
4 of the Agreement regarding the Lease Agreement, the Lease Period for
the area of 234 square meters located on the second floor of the
building, which, at the time of the signing of this agreement, was in
the possession of Ituran Cellular Communications Ltd. (as described in
Appendix D to the Agreement), shall be until January 31, 2003.
3. From February 1, 2003 until March 31, 2008, either party to this
addendum may notify the other by a written notice given 90 days in
advance of the conclusion of the lease agreement which is the subject
of this addendum, and at the end of such 90 days, the Tenant will
vacate the area which is the subject of this addendum.
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AND IN WITNESS THEREOF, THE PARTIES HAVE SIGNED:
(Stamp - Ituran Location and Control Ltd.
(Stamp - Mofari Ltd. - and signature) signature)
------------------------------------- -----------------------------------------
The Landlord The Tenant
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[Appendices A through D which include diagrams of the floor plans
of the leased property have been omitted]
21
