Exhibit 10.27
TENANCY AGREEMENT
DRAWN UP AND SIGNED IN JERUSALEM ON DEC. 21, 2000
BETWEEN: RMPA PROPERTIES LTD.
Company number 00-0000000 (represented by __________, ID no.
________, ID no. _________, authorized to sign on its behalf)
whose address is RMPA House, Har Hotzvim, Jerusalem (hereinafter
"THE LESSOR") PARTY OF THE FIRST PART
AND: KERYX ISRAEL LTD.
Company number 00-0000000
(represented by Xx. Xxx Xxxxxxxxx, ID no. 000000000, authorized to
sign on its behalf)
Qiryat Xxxx Xx. 0, Xxxxxxxxx
(hereinafter "THE LESSEE") PARTY OF THE SECOND PART
Whereas The lessor is entitled to be registered as leaseholder from the
Israel Lands Administration of lot number 18 according to detailed
plan number 3760 (hereinafter "THE LOT") in parcel 95, block 30241,
in Har Hotzvim, Jerusalem, on which a Building is being erected
that is currently in the final stages of construction (hereinafter
"THE Building"); and
Whereas The lessee wishes to lease from the lessor the second and third
floors (above the ground floor) in the Building, as marked on the
plans attached to this agreement as Appendix A (hereinafter "THE
LEASED PREMISES"), whose gross area (including the proportional
share of common {public may imply use by outsiders, too} areas in
the Building) is 2142 square meters (the third floor is a partial
floor only), and the lessor wishes to lease to the lessee the
Leased Premises as unprotected tenancy (hereinafter "THE TENANCY"),
for a period of time, consideration, and purpose, and subject to
the stipulations and provisions detailed in this contract below;
NOW THEREFORE, AND IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS BY THE PARTIES
UNDER THE PRESENT CONTRACT, THE PARTIES AGREE AND STIPULATE AS FOLLOWS:
1. PREAMBLE, APPENDICES, AND HEADINGS
1.1 The preamble to this contract is an integral part thereof.
1.2 The appendices to this contract are an integral part thereof.
1.3 The section headings in this contract are included for ease of
reading only. They are not part of the contract and shall not be
used to interpret it.
2. THE TENANCY
2.1 The lessee declares that it is aware that the according to the
City Building Plan the area is earmarked for industry and that it
has seen and inspected the Building and the Leased Premises, the
access routes to them, and their surroundings, the City Building
Plans that apply to them, and everything else it may have found
it appropriate to inspect and found all of them to be suitable to
its objectives, and, subject to the correctness of the lessor's
statements as above, hereby waives any claim concerning
unsuitability and any other alternative claim with regard to the
Building and/ or with regard to the Leased Premises and/ or with
regard to the possibility of using the Leased Premises for its
purposes. The lessor affirms that it is not aware of any defect
whatsoever in the Leased Premises and/ or in the possibility of
using the Leased Premises for high- tech industry that it has not
disclosed to the lessee.
2.2 The lessee declares that based on its inspection it is leasing
the premises as is. The lessor undertakes to carry out work on
the Building as enumerated in the specifications attached to the
present agreement, at the time stated in the present agreement.
Subject to the performance of the aforesaid work, the lessee
hereby waives any claim of any type whatsoever with regard to the
Leased Premises, their condition, and the possibility of using
them.
2.3 The lessor undertakes that by the date of the completion of the
Leased Premises as stated in section 5 below and its actual
tenanting for the purpose of the Tenancy, as defined below,
construction of the common areas on the floors on which the
Leased Premises are located and of the Building lobby will be
completed, (at least) one elevator will be operating in a regular
and proper fashion, development work will have been carried out
at the entrance to the Building in a manner that permits
pedestrian access from street level to the Building entrance, and
the lessor will be in possession of Form 4 for the Building and/
or a tenanting certificate applying to the Leased Premises,
including a temporary certificate.
3. NON-APPLICATION OF TENANT PROTECTION LAWS
3.1 The lessee hereby declares, undertakes, and affirms that it is
aware that the Leased Premises are a property in a new Building
whose construction was completed after August 20, 1968; that on
August 20, 1968, it was not a tenant entitled to occupy the
Leased Premises; and that sections 9 and 14 of the Tenant
Protection Law (Consolidated Version) 5732-1972, which exempt the
Tenancy from the provisions of the tenant protection laws, apply
to the Tenancy under the present agreement.
3.2 The lessee hereby declares that it was not asked to and did not
pay key money or payments that might be construed as key money;
and that all work, modifications, renovations, and improvements
that may be carried out on the Leased Premises, should such be
carried out, are not and will not be fundamental modifications;
and that at the time of vacation of the
Leased Premises the lessee will not be entitled to any payment
whatsoever, neither as key money nor in any other fashion
whatsoever.
3.3 The Tenancy, the lessee, and the Leased Premises are not
protected under the provisions of the Tenant Protection Law
(consolidated version) 5732-1972 nor by the provisions of any
other law that protects a lessee or tenant in any form
whatsoever, and the stated laws and amendments to them and
regulations that have been or may be promulgated pursuant to them
do not apply and shall not apply to the Tenancy, the lessee, the
Leased Premises, or the contract.
4. PURPOSE OF THE TENANCY
The lessee hereby leases the Leased Premises in order to use them for
high- tech industry (including a biopharmaceutical laboratory) and for
no other purpose whatsoever (hereinafter "PURPOSE OF THE TENANCY") and
hereby undertakes not to use the Leased Premises or any part thereof for
any other purpose whatsoever.
5. FINISHING WORK ON THE LEASED PREMISES
5.1 The lessee, itself or by the agency of someone acting on its
behalf, will carry out modifications and Finishing Work
(hereinafter "THE FINISHING WORK") on the Leased Premises. Before
the Finishing Work is carried out, the lessee will submit for the
lessor's approval detailed plans for the Finishing Work,
including, and without derogating from the generality of the
aforesaid, air- conditioning and electrical plans and any other
and/ or additional plan that alters the systems of the Leased
Premises or its appearance or its structural engineering, as well
as specifications. The lessor will examine the aforesaid plans
and approve them or make comments within five days of receiving
the stated plans. The lessee will amend the plans in accordance
with the lessor's comments. Without derogating from the
aforesaid, the lessee shall not be entitled to carry out
Finishing Work on the Leased Premises that modifies the
structural engineering of the Building and/ or its systems and/
or its appearance and/ or Finishing Work that requires a Building
permit for its performance.
The lessee undertakes that the contractor who carries out the
Finishing Work will be a contractor whose identity has been
approved and agreed to in advance by the lessor, which shall be
entitled to withhold or grant its consent, at its own reasonable
discretion.
In all cases the contractors proposed as stated shall be
contractors registered in the appropriate classification for the
type of Finishing Work to be done and who have carried out
similar work at Har Hotzvim or the Malha Technological Park or
some other high- tech park in Tel Aviv, such as Kiryat Atidim,
and who have experience in work of the type of the Finishing
Work.
The lessee shall notify the lessor of the starting date of the
Finishing Work and the planned completion date. The lessor
[translated as written] undertakes to complete the work according
to the specifications within 90 days of the starting date of the
Finishing Work, in accordance with the lessee's notification.
Should the lessor fail to complete the work in accordance with
the specifications by the aforesaid date or within 14 additional
days, the lessor shall pay the lessee on account of the period
from the date on which it was to have completed the work in
accordance with the specifications until the date of their actual
completion an amount equal to the Rent (including index- linkage
differentials) for the aforesaid time period. The aforesaid
payment is stipulated and agreed to as fixed damages agreed to in
advance, which the parties have set by an assessment calculated
in advance.
5.2 The lessee is responsible and undertakes that throughout the
period of the Finishing Work the lessee will carry liability
insurance appropriate to the type of Finishing Work, under which
the lessor shall be covered as an additional insured party.
5.3 The lessee will pay the lessor the sum of _________ New Israeli
Sheqels ($32,000 according to the representative exchange rate
set on the actual date of payment) (plus value added tax) as a
fee for supervising the Finishing Work. This payment will be made
upon completion of the Finishing Work but no later than the start
of the use of the Leased Premises. At the time of the signing of
the present contract and as an integral part thereof, the lessee
will sign a writ of obligation worded as in APPENDIX E to the
present contract, whereby the lessee accords a right of refusal
to Kir Hed Construction and Development Co., Ltd., a company
affiliated with the lessor, to carry out the Finishing Work for
it. Should the lessee entrust the Finishing Work to Kir Hed,
Ltd., the lessee will be exempt from payment of the supervision
fee as in section 5.3 above.
5.4 Until the completion date of the Finishing Work the lessor shall
complete construction of those parts of the Building necessary
for the lessee to make reasonable use of the Leased Premises. The
lessee affirms that is aware that gardening work and development
work around the Building (including preparation of parking lots)
will continue until the date of the completion of the Finishing
Work. A delay of up to 60 days in completion of the gardening and
development work shall not be considered to be a delay.
6. TERM OF THE LEASE
6.1 The lessor hereby leases to the lessee and the lessee hereby
leases from the lessor the Leased Premises for a period beginning
on the date when the Leased Premises are made available to the
lessee to carry out the Finishing Work (hereinafter "THE DAY OF
HANDOVER OF POSSESSION") and concluding on December 31, 2005
(hereinafter "THE TERM OF THE LEASE"). The lessee shall be
entitled to enter the Leased Premises to carry out
Finishing Work from the date of the signing of the present
contract and pursuant to compliance with all of the conditions
stated in section 5 above, on condition that the Rent for the
first period of the Tenancy has been paid and a bank Guarantee
conveyed as stated in section 7.5 below.
6.2 The term of the present contract shall be extended for an
additional five years, to begin immediately after the end of the
Term of the Lease (hereinafter "THE TERM OF EXTENSION OF THE
LEASE"), unless the lessee notifies the lessor in writing at
least six months before the end of the Term of the Lease that it
desires not to extend the Term of the Lease.
Should the Tenancy be extended as stated in the present
subsection above, all of the provisions of the present contract
shall apply to the Term of Extension of the Lease as well, except
for the lessee's right to extend the lease for another period,
such that in no case shall the Tenancy extend beyond December 31,
2010 (10 years).
6.3 The lessee undertakes to appear at the Leased Premises on the Day
of Handover of Possession and to take possession of the Leased
Premises. Starting on the Day of Handover of Possession the
lessee shall be able to use the parking facility of the Building
(for payment) and shall have access to and from the Leased
Premises. The lessor shall be entitled to postpone completion of
work on the parking facility as required to permit parking in it
to no later than the day of the completion of the Finishing Work.
6.4 Subject to what is stated in section 9.1 below, the lessee shall
not be entitled to terminate the Tenancy under the present
contract before the end of the Term of the Lease or, as may be
applicable, before the end of the Term of Extension of the Lease.
Should the lessee stop using the Leased Premises or vacate them
before the end of the Term of the Lease or, as may be applicable,
before the End of the Term of Extension of the Lease, this shall
not release the lessee from fulfilling its obligations under the
present contract, in whole or in part.
6.5 A "tenancy year" for the purposes of the present contract means a
period of twelve Gregorian months beginning on January 1 of any
calendar year and concluding on December 31st of the calendar
year following it.
7. RENT
7.1 In consideration of the Tenancy, the lessee undertakes to pay the
lessor Rent as stated in the present section 7 (hereinafter "THE
RENT").
7.2 The Rent for each month of Tenancy shall be the amount of NIS
106,676 plus value added tax (one hundred six thousand six
hundred seventy- six New Israeli Sheqels) [$21,420 U.S. plus
$4,500 U.S. for 50 parking spaces] according to the
representative U.S. dollar exchange rate known on November 12,
2000, for each of the months of Tenancy. This Rent shall be
linked to the index pursuant to the terms of section 7.3 below.
The aforesaid notwithstanding, it is agreed that the lessee shall
not be
liable for Rent on account of the period from the day of the
signing of the present contract until January 1, 2001. The Rent
shall be raised in real terms by 7.5% every 30 months of Tenancy.
(Thus, for example, the Rent for the month beginning on June 1,
2003, will be the sum of 114,677 sheqels, with this sum linked to
the index pursuant to the terms of section 7.3 below.
7.3 The Rent will be linked to the index according to the following
linkage terms:
If, on the date of payment of any sum whatsoever on account of
the Rent, it transpires that the New Index last published before
that payment (hereinafter "THE NEW INDEX") rose above the index
published on October 15, 2000, which is 106.1 points (hereinafter
"THE BASE INDEX"), the lessee shall pay the lessor that sum,
augmented proportionally to the rise of the New Index over the
Base Index. Should the New Index decline from the Base Index, the
Rent will be computed according to the Base Index, such that in
no case shall the lessee pay a Rent less than the Rent computed
on the basis of the Base Index.
For the purpose of the present contract, "the index" means the
Consumer Price Index (cost of living index) including fruits and
vegetables published by the Central Bureau of Statistics and
Economic Research, and including that index even should it be
published by some other official body or institution and
including any official index that may replace it, whether based
on the same data or not. Should a New Index published by a body
or institution as stated be introduced and that body or
institution fail to stipulate the ratio between it and the
replaced index, the accounting firm __________ shall determine
the computation of the rise in the index for the purposes of the
present section, taking account of the aforesaid changes.
The Rent due from the lessee in accordance with the present
section 7, as well as the management fees stated in section 8.6
below, shall be paid by the lessee to the lessor every three
months of Tenancy in advance on the first of each calendar month
on account of the three months of Tenancy beginning on that date,
starting on January 1, 2001.
The aforesaid notwithstanding, the Rent for the period from
January 1, 2001, through March 31, 2001, shall be paid to the
lessor at the time of the signing of the present contract.
Should the first of the month be a holiday or Saturday, the Rent
shall be paid on the first weekday following it. The lessor shall
not be required to receive any payment whatsoever on account of
the Rent before the specified due date.
7.4 To all Rent payments and all other payments owed by the lessee
pursuant to the present contract the lessee shall add value added
tax at the rate applicable at that time and shall pay it to the
lessor on the date of each payment as stated. A tax invoice on
account of each payment as stated
shall be conveyed to the lessee within 14 days of the date of
each payment as stated.
7.5 To Guarantee payment of the Rent and fulfillment of all other
undertakings by the lessee under the present contract, including
to Guarantee vacation of the Leased Premises by the lessee on the
date stipulated by the present contract, the lessee shall convey
to the lessor at the time of the signing of the present contract
an unconditional index- linked bank Guarantee in the amount of
NIS 903,560, with this sum linked to the index according to the
terms of section 7.3 above, and worded as in Appendix B
(hereinafter "THE GUARANTEE") [an amount equal to the Rent for 6
months of Tenancy plus management fees and value added tax]. The
Guarantee shall be valid for twelve months and shall be extended
from time to time no later than 30 days before its expiration for
twelve additional months, in such manner that it shall be in
force throughout the Term of the Lease (and as relevant, the Term
of the Extension of the Lease) and for 60 days thereafter. The
lessor shall be entitled to seek to invoke the Guarantee if the
Guarantee is not extended on the dates stated, without derogating
from the right of the lessor to seek to invoke the Guarantee in
the case of a breach of any of the lessee's undertakings under
the present contract. The lessor shall convey to the lessee
written notification 7 days before acting to invoke the Guarantee
as stated. The lessee undertakes that on the dates when the Rent
is updated as stated in section 7.2 above it will increase the
amount of the Guarantee as may be required, so that the Guarantee
shall also be in an amount equal to six months' Rent plus
management fees and value added tax.
7.6 The parties agree that for the purposes of the present contract
the gross area of the Leased Premises (including the proportional
share of the common areas in the Building) shall be considered to
be 2,142 square meters.
8. OTHER PAYMENTS
8.1 All municipal and central government Taxes, fees, rates, and
compulsory levies (hereinafter "TAXES") (except for property tax
and compensation fund) that may be levied on the tenant of the
Leased Premises and on account of the parking spaces as stated in
section 15.1 before, directly or indirectly, for the Term of the
Lease shall be borne by the lessee and paid by it on the dates
specified by law for their payment to the authorities. All
compulsory payments incumbent upon the owners of a property (and
not on the tenant) shall be borne by the lessor and shall be paid
by it. To eliminate doubt it is agreed that the lessee shall not
be required to pay development and improvement levies on account
of the Building (nor shall it bear them through the Building
management company).
8.2 The lessee undertakes to be responsible throughout the Term of
the Lease for all payments and expenses on account of
electricity, water, and any other utility that may be supplied to
the Leased Premises (including expenses for electrical power for
the air conditioning system for the Leased Premises). The lessee
undertakes that a water meter and electric
meter will be installed before the date of its entry to the
Leased Premises and undertakes to sign contracts for the supply
of electricity and water as stated. The cost of installation of
the aforesaid meters shall be borne by the lessee. In the event
that separate meters are not installed for the aforesaid
utilities, the lessee shall pay the lessor and/ or pursuant to
its directives its share in the payments for the aforesaid
utilities according to a ratio to be set by the lessor and/ or by
the management company stated in section 8.6 below.
It is hereby clarified that use of the air- conditioning systems
in the Leased Premises is limited to the proportional share of
the Leased Premises in the Building. Should the lessee require
enlargement of the air conditioning system in the Leased
Premises, it will be the lessee's responsibility to do so itself
and at its own expense.
8.3 All Taxes and payments that may be owed to the municipality and/
or the central government and/ or any other body on account of
the conduct of the lessee's business in the Leased Premises,
including business tax, sign tax, fees, and licenses, shall be
the responsibility of the lessee alone and shall be paid by it.
8.4 The lessor shall be entitled but not required to make any payment
that according to the provisions of the present contract are the
responsibility of the lessee, after it has provided written
warning to the lessee to pay it and the lessee has failed to do
so. In this case the lessee shall reimburse the lessor for any
sum paid by it as stated, immediately upon the lessor's first
request, plus linkage differentials and interest, or, at the
lessor's option, plus delinquent interest computed according to
section 10.1 below.
8.5 During the Term of the Lease the lessee shall be responsible for
its relative share of the routine maintenance expenses of the
Leased Premises, including insurance on the structure of the
Leased Premises, and for a proportional share of expenses for the
regular upkeep and maintenance of the common areas of the
Building, including, and without derogating from the generality
of the aforesaid, its share of the expenses for management,
operation, repair, upkeep, refurbishing, maintenance (including a
depreciation fund), cleaning, lighting, security, gardening, and
insurance for the common areas of the Building and for the
technical installations in the Building such as elevators, air
conditioning installations, electricity, entrance floors,
stairwells, plumbing, water, sanitation, and other actions that
the management company may choose to manage, implement, or
handle, such as the expenses for an information, reception, and
security desk; security center; central power room; fire
detection and extinguishing equipment; and the like (hereinafter
"THE SERVICES"). To eliminate doubt it is stated that the
aforesaid shall apply, mutatis mutandis, to parking spaces as
well.
The "proportional share" means the ratio of the area of the
Leased Premises (including the parking spaces) to the area of all
parts of the Building intended for rental or sale.
For the purpose of dividing electric bills on account of the
central air conditioning systems, the proportional share of the
lessee shall be computed on the basis of the actual use
proportional to all actual users of the system, as determined by
the lessor.
8.6 The lessee affirms that it is aware that the lessor intends to
manage the Building or any part thereof on its own or through the
agency of a management company (hereinafter "THE MANAGEMENT
COMPANY"), or in any other way, at the exclusive discretion of
the lessor. Should a Management Company manage the Building, the
lessee shall pay its share in the expenses of the Management
Company on a basis of cost plus 15%; that is, the tenants of the
Building will cover all the expenses of the Management Company
(including, but without derogating from the generality of the
aforesaid, overhead and financing costs plus a profit of 15%.
It is made clear that financing costs on account of delinquency
in payments by a tenant of the Building to the Management Company
shall be borne by that tenant.
It is clarified that in consideration of the aforesaid amount the
Services enumerated in the Principles of Management appendix
attached to this contract as an integral part thereof and labeled
APPENDIX C shall be provided.
The lessee undertakes to cooperate with the Management Company
and to comply with its instructions and the instructions of
anyone acting on its behalf.
8.7 At the lessor's request the lessee will sign a management
agreement with the lessor or with the Management Company that
manages the Building, worded in accordance with the Principles of
Management appendix, Appendix C.
8.8 The lessor pledges that the Management Company will act
efficiently and faithfully to the benefit of the tenants and
owners of areas in the Building.
9. OCCUPANCY OF THE LEASED PREMISES DURING THE TERM OF THE LEASE
9.1 The lessee hereby undertakes not to transfer its rights under the
present contract or any part thereof to some other party or
parties in any fashion whatsoever, directly or indirectly; and
not to deliver or transfer the Leased Premises or any part
thereof to another party or parties in any fashion whatsoever;
and not to permit use of the Leased Premises or any part thereof
for any period whatsoever and in any manner to any other party or
parties; and not to include another party or parties in the
occupancy of the Leased Premises or any part thereof; and not to
include any other party or parties in occupancy of the Leased
Premises or any part thereof and not to grant to anyone
whatsoever any right in the Leased Premises as licensee, for
consideration or not for consideration, other than in the manner
and in
accordance with the terms enumerated in the continuation of this
subsection below.
The aforesaid notwithstanding, it is agreed that the lessee shall
be entitled to sublet a portion of the Leased Premises subject to
compliance with the totality of the terms below.
(i) The identity and business of the subtenant have been
approved in advance by the lessor in writing.
(ii) The subtenant accepts all of the obligations under the
present contract that relate to maintenance and use of the
Leased Premises.
(iii) Keryx Israel, Ltd., remains responsible for all
undertakings of the lessee under the present contract.
Should the entire Leased Premises be sublet as stated, the option
stated in section 6.2 shall be void.
9.2 The lessee undertakes to maintain the Leased Premises and its
systems (including plumbing, electricity, lighting, and air-
conditioning [not including the central air conditioning system
on the roof of the Building, which will be maintained by the
Management Company]) in sound working order, to perform regular
upkeep and maintenance work, to refrain from causing damage or
harm to them or to any of their installations, and to be
responsible for and to repair immediately and at its own expense
any damage that may be caused to the Leased Premises and its
systems by it and/ or by its visitors and/ or by its customers
and/ or by its employees and/ or by anyone who may enter the
Leased Premises.
9.3 The lessee undertakes not to make any interior and/ or exterior
modifications to the Leased Premises and not to make any addition
to or to destroy any part of the Leased Premises and/ or any of
its installations without prior written consent from the lessor;
the lessor shall be entitled to prevent the commission of any
such act and to remove any modification or addition made in
contravention of the present section. The lessor shall not turn
down a request by the lessee to make an interior modification as
stated other than for reasonable cause. Breach of this section by
the lessee shall entitle the lessor, in addition to any remedy
that may be available to it by law, to cancel the contract; and
in this case the lessor shall be entitled, should it choose this
right, to have all additions, repairs, and modifications made in
breach of the contract belong to the lessor without being
obligated to pay for them.
9.4 Should the lessor agree in writing to a request by the lessee to
make modifications to the Leased Premises, the lessee, at the end
of the Term of the Lease, shall restore the Leased Premises to
the condition in which it was on the day of completion of the
Finishing Work, subject to reasonable wear and tear, unless the
lessor notifies the lessee of its desire that the modifications
or some of them remain in place, and the lessee shall not be able
to demand and/ or to receive any compensation or payment for
them.
The aforesaid notwithstanding, the lessee shall be entitled, at
the conclusion of the Term of the Lease, to remove the air-
conditioning units (fan- coolers in rooms and additional external
units [if installed]) that it may have installed in the Leased
Premises. The lessee undertakes to restore the status quo ante,
including drop ceilings, electrical wires and conduits, touch-up
painting, waterproofing and insulation repairs, and the like, in
accordance with the lessor's instructions, after the removal of
the air- conditioning units.
9.5 The installation and operation of electrical equipment,
telephones, and communications equipment in the Leased Premises
and the passage of electrical wiring for the operation of the
aforementioned equipment that may cause induction and/ or
emissions is contingent upon prior written consent by the lessor
and subject to instructions that may be issued by the lessor and
also, if required, upon receipt of approval from the Ministry of
Communications and/ or Bezeq, Ltd., for the equipment and its
installation.
9.6 To eliminate doubt it is stated that the lessee is not entitled
to install any equipment whatsoever outside the Leased Premises.
The aforesaid notwithstanding, with regard to equipment or
systems that are essential for the lessee's use of the Leased
Premises the lessee shall be entitled to request that the lessor
permit their installation at its the lessee's own expense,
providing full details of the components of the system, and the
lessor shall be entitled to approve the installation of such
equipment and systems as well as their location or to disallow
their installation, as relevant, and to set the payment due it
for making the space available for the installation of the
aforesaid system.
9.7 It is agreed that the lessor shall be entitled to instruct the
lessee to change the location in the Building of any system as
stated to some other location in the Building and/ or the lot if
and when the system creates any interference whatsoever to any
tenant of the Building. Should this instruction result from the
lessor's desire to build on or use the area on which the system
is located for its own purposes, then the change of location
shall be carried out by the lessor and at its own expense after
provision of five days' advance notice and after having
coordinated the method and time of transfer with the lessee. The
lessee shall have no grounds for a claim on account of this. The
lessee shall not use flammable gas, open flames, or method that
gives off cooking odors in any part of the Leased Premises,
including in a kitchenette, should there be such in the Leased
Premises. The aforesaid notwithstanding, the lessee shall be
entitled to use flammable gas or some other gas in the laboratory
for laboratory purposes (but not for cooking), subject to advance
written approval by the lessor concerning the type of gas, the
quantity stored in the Building, and the mode of installation.
The lessor and/ or its representative shall be entitled to enter
the Leased Premises at any reasonable time and with advance
coordination with the lessee to inspect the Leased Premises as
well as to carry out repairs and work for other parts of the
Building. The lessor shall coordinate with the lessee entry to
the Leased Premises as stated above, except in urgent cases.
Nothing in the aforesaid shall impose any obligation whatsoever
on the lessor to perform anything mentioned above.
When carrying out actions as stated above, the lessor shall do
its utmost so that any damage caused to the lessee, if damage be
caused, shall be as minimal as possible; so that the duration of
the work shall be as brief as possible; and so that upon
completion of the work the lessor shall restore the Leased
Premises to the status quo ante.
9.8 The lessee undertakes not store any materials, tools, equipment,
or other movable objects in the entrance or outside the Leased
Premises, including in the elevator corridor on each story, to be
meticulous about keeping the area around the Leased Premises
clean, and to conduct its business exclusively within the Leased
Premises.
9.9 The lessee shall not be entitled to hang any signs or notices
whatsoever on the facade of the Leased Premises or in the
elevator corridor, including the elevator corridor on each floor,
or on any external wall of the Leased Premises or any external or
other part of the Building, or to install mailboxes, without the
consent of the lessor. The lessee shall bear a proportional share
of the cost of signs and the general mailbox unit, and the
expense of installing signs in the lobby or on the floors on
which the Leased Premises are located. In any signs installed in
the Building by the lessor, the lessee shall have a share that
reflects its share of the Building or of the relevant floors. The
lessee shall request the lessor's consent for everything
associated with the installation and placement in the Leased
Premises of equipment and furnishings whose weight and/ or size
is liable to exceed the permissible limit. The lessor shall be
entitled to require the lessee to obtain approval from the
Building architect or from some other engineer, as it determines.
9.10 The lessee undertakes to fulfill and carry out any provision of
law, regulation, order, or municipal bylaw that relates to the
Leased Premises or to its Tenancy or use thereof, and not to do
and not to permit to be done in the Leased Premises or in
association with it anything that is liable to constitute a
hazard or nuisance or to cause damage or inconvenience to the
lessor or to the Building or to other lessees or users or to
visitors to the Building.
9.11 The lessee undertakes to compensate and indemnify the lessor for
any damage or expense that may be caused the lessor on account of
a suit brought against the lessor, whether criminal or civil, and
on account of the need to defend itself against such a suit--to
the extent that the stated suit stems from the lessee's failure
to fulfill or breach of its undertakings in the present contract.
The lessor shall notify the lessee of any suit that may be
brought against it as stated above and shall include it in the
direction of the defense against such a suit.
9.12 Whereas the lessee is leasing the Leased Premises in order to use
them for its business, including a pharmaceutical laboratory, it
is agreed that
without derogating from anything else stated in the present
contract, if so stated, the lessee shall be responsible for
obtaining and undertakes to obtain all of the approvals and
licenses required from any authority whatsoever in association
with its activity as stated, including in association with the
storage and use of hazardous materials, the removal of solid and
liquid wastes, and everything else associated with its business.
The lessee further undertakes not to keep and not to make any use
whatsoever of laboratory animals except on rare occasions and in
a temporary manner.
9.13 To eliminate doubt it is stated that the Tenancy under the
present contract does not include the balconies.
10. DELINQUENCY IN PAYMENT
10.1 Should the lessee be delinquent in the payment of any sum
whatsoever that it is bound to pay the lessor pursuant to the
present contract, the lessee shall pay the lessor, in addition to
the delinquent amount, index- linkage differentials and interest
at the rate then in effect at Bank Le'umi le-Israel, Ltd., for
index- linked loans, plus 10 percent per annum, computed from the
date on which the lessee was to have paid the delinquent sum
until the day when it actually paid or, at the lessor's option,
the lessee shall pay the lessor, in addition to the delinquent
sum, interest at the maximum rate of interest in effect at Bank
Le'umi le-Israel, Ltd., for overdrafts that exceed the approved
credit limit in revolving debitory accounts, compounded monthly
(hereinafter "Delinquent Interest"). The Delinquent Interest
shall be computed for the period from the day on which the lessee
was to have paid the delinquent sum until the date when it was
actually paid.
10.2 Nothing in the payment of linkage differentials and interest or
the payment of Delinquent Interest pursuant to section 10.1 above
shall derogate from the lessor's right to any other remedy that
is stipulated in the present contract or in law on the grounds of
breach of contract by delinquency in payment. Receipt of the
stated interest shall not be construed as a waiver on the part of
the lessor or the Management Company of any other remedy as
stated.
10.3 A delay in payment that does not exceed seven days shall not be
considered to be a breach of the present contract and shall not
entitle the lessor to interest as stated above. A delay as stated
that exceeds seven days shall be considered to be a breach of
contract and shall entitle the lessor, in addition to all
remedies available to it pursuant to the present contract and
under any law, to interest from the first day of the delinquency.
11. LICENSING AND PERMITS
11.1 The lessee is responsible for obtaining all licenses and permits
required to conduct its business in the Leased Premises. A
failure by the lessee to
obtain the stated licenses or some of them shall not serve as
justification or grounds for the lessee to cancel the present
contract.
Without derogating from the aforesaid, the lessee shall be
responsible for and undertakes to see to obtaining all approvals
required with regard to its activity in the Leased Premises from
the Ministry of the Environment, the Ministry of Health, the
Jerusalem municipality, and any additional and/ or other agency
whose approval is required for the lessee's activity in the
Leased Premises, and to comply with any request and directive as
stated, including in connection with the removal of liquid waste,
the removal and disposal of solid waste, water pollution, and
possession and storage of flammable materials, chemicals, and the
like.
11.2 The lessee hereby declares that before it signed the present
contract it was given the opportunity to verify and did in fact
verify the suitability of the Leased Premises for the purpose of
the Tenancy and the possibility of obtaining a license to operate
the Leased Premises for the purpose of the Tenancy.
12. OBLIGATIONS OF THE LESSEE
12.1 The lessee undertakes to maintain the Leased Premises throughout
the Term of the Lease in sound and orderly condition, to avoid
causing damage or harm to the Building or the Leased Premises or
any of its installations, and to repair immediately and at its
own expense any damage that may be caused to the Leased Premises.
The lessor shall repair at its own expense any damage that may be
caused to the Leased Premises and/ or to the Building during the
first year of the lease as a result of faulty workmanship or use
of defective materials. Throughout the Term of the Lease the
lessor shall be responsible for repairing and shall repair at its
own expense any damage to the shell of the Building that was not
caused by acts of commission or omission on the part of the
lessee or someone acting on its behalf and that prevents
reasonable use of the Leased Premises.
12.2 The lessee shall be responsible for all damages of any type and
kind whatsoever that may be caused to the Leased Premises and/ or
to the Building and/ or to the lessor and/ or to any third party
that may be present in the Leased Premises and/ or in the
Building and that stem from the lessee's acts of commission and/
or omission, including acts of commission and/ or omission by its
employees, guests, customers, and persons acting on its behalf
and/ or from the conduct of its business in the Leased Premises.
12.3 The lessor shall bear no responsibility whatsoever and no
liability whatsoever with regard to any bodily damage and/ or
property loss and/ or damage of any kind whatsoever that may be
caused to the lessee and/ or to its employees and/ or to its
customers and/ or to its visitors and/ or to any person acting on
its behalf who may be present in the Leased Premises or en route
to or from the Leased Premises, and the lessee assumes full
responsibility for any damage of this sort and undertakes to
compensate
and indemnify the lessor for any damage or loss for which it may
be held accountable and for any expense that the lessor may have
in connection with this.
13. INSURANCE
13.1 Without derogating from the lessee's responsibility as stated in
section 12 above, the lessee undertakes to insure at its own
expense the contents of the Leased Premises and its business and
the additions and improvements that have been made or may be made
to the structure of the Leased Premises and its facilities, its
activity in the Leased Premises, at their full value on a
replacement basis, with the amount of the insurance updated from
time to time as necessary and against all possible, recognized,
expected, and customary risks, with a licensed and reputable
insurance company. Without derogating from the generality of the
aforesaid, the lessee hereby undertakes to insure the contents of
the Leased Premises against damage from fire, break-in, theft,
forcible entry, or normal loss; broken glass, flood, mechanical
failure, and water damage of any kind, all at full replacement
value.
13.2 The lessee also undertakes to insure at its own expense its
activity in the Leased Premises as follows:
13.2.1 Liability insurance on the Leased Premises and the
business conducted in them and on the lessee's activity,
to cover the liability of the lessor, the Management
Company, and the lessee with regard to any person on
account of bodily injury or monetary or property damage
that may have taken place in connection with the Leased
Premises and/ or the activity conducted in the Leased
Premises or in the Building and associated with the
lessee's business. The limits of liability of the third-
party insurance shall not be less than the following
amounts:
$500,000 for a single claimant in a single incident for
bodily damage and $2 million for multiple claimants in a
single incident
$2 million for property damage per incident and period
$5 million in employer's liability insurance
13.2.2 To cover loss of profits and any consequential damages on
account of damage caused to the Leased Premises or their
contents.
13.3 The lessee hereby undertakes to add the lessor's name (and that
of the Management Company) as additional insured parties in the
policies mentioned in sections 13.1 and 13.2 above. The lessee
undertakes to deliver to the lessor, no later than two weeks
before the start of the Term of the Lease, a certificate of
insurance signed by the insurer on a form modeled after that in
APPENDIX D to the present contract.
13.4 The lessee undertakes to comply with all the terms of the
policies mentioned above in the present section, to pay the
premiums on time, and to see to it that the policies are renewed
and are in full force throughout the Term of the Lease.
13.5 It is hereby agreed and stated explicitly that no responsibility
whatsoever of any type or kind shall be borne by the lessor and
the Management Company vis-a-vis the lessee on account of any
damage that may be caused to the Leased Premises or to its
content or to a third party for any reason whatsoever, whether
the cause of the damage or malfunction is known or unknown, and
the lessee shall see to it that an explicit clause is added to
the insurance policy whereby the insurer explicitly waives any
right of subrogation or any other right in law to have recourse
to the lessor and/ or to the Management Company in a claim for
subrogation or refund or indemnification on account of direct or
indirect damage that may be incurred on account of the lessor,
should such damage be incurred.
13.6 The lessor's right of inspection and its exercise or non-exercise
of its right to see the policies and demand updates, riders, or
modifications shall not impose upon it any responsibility
whatsoever with regard to the policies, their nature, and their
validity, or with regard to absence thereof.
13.7 The lessor shall take out, on its own or through the Management
Company, insurance on the Leased Premises along with the other
areas of the Building in its ownership, including the common
areas of the Building, comprehensive insurance (structure only,
not including modifications or any other changes that may be made
to the Leased Premises), and third- party insurance against
property damage and/ or bodily damage, under the terms and with
the restrictions as may be stipulated by the lessor from time to
time. The lessee shall pay the lessor and/ or the Management
Company, as relevant, its proportional share of the cost of the
insurance, proportional to the area of the Leased Premises,
including parking spaces, in the total areas covered by the
aforesaid insurance.
To eliminate doubt it is explicitly agreed that the taking out of
the aforesaid insurance policies shall not detract or derogate
from the lessee's responsibility for the integrity of the Leased
Premises and from its undertaking to return it to the lessor at
the end of the Term of the Lease free of injury or damage; the
lessee undertakes to pay any amount that may be required to
repair the structure of the Leased Premises and that is not paid
by the insurers for any reason whatsoever.
13.8 The lessee hereby undertakes not to perform or allow any other
party to perform any act of commission or omission that is liable
to increase in any fashion whatsoever the lessor's insurance
costs for the Building. Should the lessor or the Management
Company be required to pay additional premiums in excess of the
norm and as a direct result of an act of commission or omission
on the part of the lessee and/ or by virtue of the nature of its
activity in the Leased Premises, the lessee shall pay the lessor
or the Management Company, as relevant, the stated increment
immediately upon the first request made by the lessor or by the
Management Company. It is hereby agreed that for this purpose the
presence of a biopharmaceutical laboratory in the Leased Premises
shall not be considered to increase the insurance premiums. With
regard to laboratory animals, the insurance on the structure will
include no coverage for any damage that may be caused on account
of laboratory animals and the lessee shall bear full
responsibility for this.
14. MODIFICATIONS OR ADDITIONS BY THE LESSOR
14.1 The lessor shall be entitled at any time, on its own initiative
and at its own discretion, to make changes to the Building and to
initiate a change in the City Building Plan relating to the
Building and to request concessions and a permit for another or
exceptional use for any part thereof, including, but without
derogating from the generality of the aforesaid, in connection
with the use and construction of the balconies of the Building,
provided that such a modification does not include a modification
of the Leased Premises themselves. The lessee undertakes not to
oppose any such change or request.
14.2 The lessor is entitled, without requiring any consent whatsoever
on the part of the lessee, to make any modification or addition
to the Building, all at the sole discretion of the lessor and as
it may see fit from time to time, provided that nothing in the
execution of the change or addition shall constitute unreasonable
interference with the use of the Leased Premises.
14.3 Without derogating from the generality of what is stated in
sections 14.1 and 14.2 above, or in any other section of the
present contract, it is hereby explicitly stated by the lessee
that the lessor is entitled at any time to add and/ or to
construct an additional story on the Building and/ or to carry
out any construction work and/ or modifications and/ or additions
to the Building; and to make any use of the additional area or
parts thereof that may be constructed, without any restriction
and with no need to obtain any consent whatsoever on the part of
the lessee, all at the sole discretion of the lessor; including
leasing, selling, and the like; and the lessee undertakes to
permit the lessor to do so and not to interfere with it in any
form or manner. The lessor shall carry out the aforesaid
activities in such a manner that nothing in these activities
shall constitute continuing and unreasonable interference, in the
circumstances that apply, with the lessee's normal conduct of the
business in the Leased Premises. The aforesaid shall apply to a
Building addition using light construction only. Should the
lessor wish to add a story or stories to the Building using
conventional construction methods, the lessor shall not carry out
the stated construction without written consent from the lessee,
which shall not withhold it for other than reasonable cause.
15. PARKING FACILITY
15.1 The lessee declares that it is aware that the Building includes a
parking facility intended for use by the tenants of the Building
and by the public,
but the parking facility will not be included in the common areas
of the Building. The lessee leases from the lessor 50 parking
spaces in the parking facility in consideration of the Rent
stipulated in section 7.2 above. The aforesaid and section 7
notwithstanding, the lessee shall not owe Rent for the parking
spaces for the period before the start of the actual use of all
or some of the parking spaces, or for three months beginning on
November 12, 2000 (Memorandum of Understanding), whichever is
earlier. Should actual use be made of only some of the parking
spaces, payment shall be made only for the pro rata share of the
payment on account of them.
15.2 To eliminate doubt it is hereby stated that the right shall be to
park a specific vehicle and to a specific fixed parking space (to
be determined by the lessor and/ or the Management Company). The
hours of operation of the parking facility and the other terms of
use of the parking facility shall be determined from time to time
by the operator of the parking facility, and the lessee
undertakes to use its parking spaces subject to the aforesaid
terms. In addition to any other payment under the present
agreement, the lessee undertakes to leave a deposit with the
lessor for the remote- control devices that will be provided to
it in connection with use of the parking facility.
15.3 Use of the parking facility is on the exclusive responsibility of
the lessee. The lessor and/ or the Management Company and/ or any
person acting on their behalf shall bear no responsibility
whatsoever for any loss or damage to the vehicles that enter the
parking facility or to objects inside them. The lessee undertakes
to indemnify the lessor and the Management Company and any person
acting on their behalf for any damage or expense that may be
caused them should they be sued to compensate any person
whatsoever for loss or damage as stated. The lessee undertakes
that its employees' vehicles that will be parked in the parking
facility will be insured for their full value.
16. VACATING THE PREMISES
16.1 At the end of the Term of the Lease or the end of any extension
of the Term of the Lease, should there be such, or with the
abrogation of the present contract for any cause whatsoever, the
lessee undertakes to vacate the Leased Premises and to hand over
possession of it to the lessor, with the Leased Premises free of
any person or object belonging to the lessee, in clean and
orderly condition, and in the condition that the Leased Premises
were in after the completion of the Finishing Work, except for
reasonable depreciation and wear and tear and except for those
changes and additions that are to be left in the Leased Premises
at the lessor's request, as stated in section 9.4 above.
16.2 Should the lessee fail to vacate the Leased Premises on the date
stated in section 16.1 above, then, in addition to the lessor's
right to bring suit for vacation of the Leased Premises and in
addition to any other right that the lessor may have under the
present contract or under any law, the lessee shall pay the
lessor, on account of the period from the time when it was to
have vacated the Leased Premises until the date when it actually
vacated the Leased Premises, a sum equal to three times the Rent
(including linkage differentials) that would be paid under the
present contract had the Tenancy been extended under the terms of
the present contract. The stated payment is stipulated and agreed
upon as an appropriate usage fee and/ or as damages fixed and
agreed to in advance, which the parties have set by an assessment
calculated in advance.
Nothing stated in the present section above shall endow the
lessee with a right to continue to occupy the Leased Premises
against payment of the agreed upon compensation.
17. REMEDIES AVAILABLE TO THE LESSOR ON ACCOUNT OF BREACH OF CONTRACT
17.1 Without derogating from what is stated below in the rest of
section 17 and the specific remedies that appear in the present
contract, the provisions of the Contracts Law (Remedies for
Breach of Contract) 5731-1970 shall apply to a breach of the
present contract.
17.2 Should the lessee fail to maintain the Leased Premises in sound
condition and/ or fail to repair what requires repair in the
Leased Premises and/ or fail to return the Leased Premises to the
lessor at the end of the Term of the Lease in sound condition as
stated in the contract and/ or should any damage whatsoever be
caused to the Leased Premises during the Term of the Lease and
not have been repaired by the lessee, then in addition to any
other right that the lessor may have in such a case pursuant to
the provisions of the present contract and/ or in accordance with
any legal provision, the lessor shall be entitled to carry out,
after having warned the lessee and having specified in the
warning a reasonable time for repair and after the lessee has
nevertheless not repaired what requires repair within the time
specified above, to carry out, at the lessee's expense, any
repair and/ or to take any action whatsoever that it may deem
appropriate for repairing the damage and/ or for restoring the
status quo ante, and the lessee undertakes to pay the lessor,
immediately upon demand, all sums that the lessor has expended on
actions it took in accordance with the present section above.
17.3 Should the lessee breach its obligations or any part thereof
vis-a-vis the Management Company and/ or under the management
agreement, this shall be deemed to be a breach of the present
contract.
17.4 Any omission, delay, or waiver by a party in exercising any of
its rights under the provisions of the present contract shall not
be considered to be a waiver, debarment, consent, or
acknowledgement on its part and it shall be able to use its
rights under the present contract at any time it wishes without
being debarred from doing so.
17.5 Should the lessee breach the contract in its entirety or any of
its sections and fail to amend the breach within a reasonable
time, despite having been warned in writing in a warning that
specifies a reasonable time for amending the breach; and in any
case in which the lessee fails to pay the
Rent and/or any sums and/or other payments or any part thereof
owed by it under the present contract on time, nor within seven
days of the date of the written demand that it amend the
breach--the lessor shall be entitled, without derogating from all
other rights granted it by law and/ or under the present
contract, to cancel the contract and/ or to specify a date for
vacation of the Leased Premises, as it sees fit, and/ or to act
to vacate the Leased Premises, and in this case the contract will
be annulled as of the date specified by the lessor and the lessee
shall vacate the Leased Premises no later than this date. Should
the lessee fail to do so, the lessor shall be entitled to act at
its discretion to vacate the Leased Premises, including removing
objects from the Leased Premises and placing them in storage and
changing the locks on the Leased Premises.
17.6 In any case of the abrogation of the present contract as a result
of its breach by the lessee, the lessor shall be entitled to all
additional remedies available to it by law on account of breach
of contract, including the remedy of monetary compensation, a
prohibitory injunction, and a mandatory injunction. Everything
stated in the present contract and in addition thereto
notwithstanding, in the case of a breach of contract by the
lessee on account of which the lessee has been evicted from the
Leased Premises before the end of the Term of the Lease, the
lessee shall pay the lessor reasonable monetary compensation for
the period from the date of eviction until the end of the Term of
the Lease, in an amount equal to the Rent lost by the lessor on
account of the abrogation, whether for the entire balance of the
Term of the Lease (or the balance of the Term of Extension of the
Lease, as relevant) or for a period until the Leased Premises are
let to another lessee, and after that until the end of the Term
of the Lease or to the end of any term of Extension of the Lease,
as relevant, on account of the loss of Rent, if any, or on
account of a lower Rent paid by the other lessee, but not less
than three months' Rent, plus value added tax. This sum is set by
the parties as damages fixed and assessed in advance with no need
to prove damage, after the parties have made a cautious and
deliberate assessment of the damage that may be caused to the
lessor on account of a breach by the lessee as stated.
18. MISCELLANEOUS
18.1 Any equipment that may be installed on the roof of the Building
shall be equipped with shock absorbers of reasonable size for the
equipment installed.
18.2 The lessor pledges that access to the roof on the third floor
shall not be through the Leased Premises.
18.3 The lessee declares that it is aware that work on the first floor
of the Building has begun and it undertakes to complete any work
planned to be carried out on the floor of the second floor and
the ceiling of the first floor no later than 30 days from the
signing of the present contract. The lessee declares that it is
aware that after this date it will not be permitted to carry out
work on the ceiling of the first floor and that any damage and/
or delay in the completion of the Finishing Work that may delay
completion of the
work for the lessee of the first floor of the Building shall be
borne by the lessee.
18.4 The lessee declares that it is aware that for the purpose of a
tenanting certificate it may be required to complete the
sprinkler system in the Leased Premises, and it undertakes to do
so no later than 14 days from receipt of a request from the
lessor and to submit certification from the Standards Institution
of Israel that affirms the soundness of the system for
presentation to the authorities by the lessor.
18.5 All payments that the lessee is required to make to the lessor
under the present contract shall be made by the lessee to the
lessor by a standing order or by a bank transfer to the lessor's
account or in any other way as the lessor may instruct the lessee
from time to time.
18.6 The lessor is entitled to sign over and/ or to pledge its rights
in the Building and/ or in the Leased Premises, in whole or in
part, to transfer a partial or full leasehold, at its sole
discretion, without requiring the consent of the lessee;
similarly, the lessor shall be entitled to pledge the present
contract in whole or in part, to sign over its rights in it to
other parties, to transfer it in whole or part, in whatever
fashion and manner the lessor may deem to be appropriate from
time to time, whether in order to obtain financing or for any
other purpose, all at the sole discretion of the lessor; the
lessee hereby explicitly agrees to assume and to comply with all
provisions of this contract vis-a-vis any other entity, if any,
that may come in place of the lessor. Such a mortgage, lien,
endorsement, or transfer shall have no power to derogate from the
rights of the lessee under the present contract or to add to its
obligations according to it and any transferee to which the
lessor may transfer its rights as stated above shall replace the
lessor in everything associated with the present contract.
18.7 The lessor shall be entitled to build a blocking wall at the
boundary between the lot and the lot located southeast of the
lot, and the lessee shall have no right to file a claim on these
grounds.
18.8 Subject to any explicit contravening provision in the present
contract, the parties hereby agree that the present contract is
personal and cannot be transferred by the lessee in any fashion
whatsoever.
18.9 The terms of the present contract reflect what has been
stipulated between the parties in full and annul any prior
contractual agreements, promises, representations, and
undertakings made by the parties before the signing of the
present contract, if any, whether written or oral. Any amendment
of the present contract and any supplement to it must be executed
in writing and signed by the parties.
18.10 The lessee declares that it is aware that the name of the
Building is Beit Hadarim and that the lessor is entitled to
change the name of the Building as it may see fit, at its sole
discretion.
19. ADDRESSES AND NOTICES
19.1 The cost of stamping the present contract shall be borne and paid
by the lessee.
19.2 The addresses of the parties for the purpose of the contract are
as follows:
Lessor:RMPA Har Hotzvim, Ltd., House
Lessee:The Leased Premises
19.3 Any notice that may be sent by one party to the other pursuant to
the present contract shall be sent by registered mail or by fax
or shall be delivered by hand and shall be considered to have
been delivered in the reasonable time in which the stated notice
should have reached the addressee.
IN WITNESS WHEREOF THE PARTIES HAVE AFFIXED THEIR SIGNATURES AT THE PLACE AND ON
THE DATE SPECIFIED AT THE START OF THE CONTRACT.
/s/ Xxxx Xxxxx /s/ Xxxxxx Xxxxxx
----------------------- ------------------------
Lessor Lessee
BEIT HADARIM:
TECHNICAL SPECIFICATION FOR THE BUILDING SHELL
1. Polished stone facing plus windows and curtain walls according to the
architect's plans and what currently exists on the site
2. Floors
a. Smoothed concrete floor
b. Concrete and/ or prefab ceilings
3. Elevators with a rated capacity of one ton each
4. Aluminum windows and curtain walls made of various profiles in natural
matte silk finish as currently exists in the Building and in accordance
with the decision of the lessor's consultants, blue anti-sun glazing as
exists at the site
5. Infrastructure for electrical connection by the electric company.
Request (of the electric company) for electrical hook-up and cost of
installation of meters if any. Capacity of the connection for each
floor: 3 x 63 amperes.
6. Complete public electrical system, including:
a. Lighting in public areas, lobbies, and parking facilities, and
exterior lighting
b. Electric power to operate the Building systems (elevators,
electric gates, pumps, switchboards, and the like)
c. Power feed for the central air conditioning system
7. Air conditioning: central air conditioning system with two 90- ton
chillers and auxiliary systems including fresh air ducts and water pipes
for each floor
8. Telephony infrastructure satisfying the requirements of Bezeq, Ltd.
Infrastructure on each story connected to the main communications room
9. One lavatory will be built in the public area for use by the guard or
custodian.
10. Water hook-up: a water hook-up will be installed in the utility cabinet
on each floor. Infrastructure will be installed on each story for a
sprinkler system. This infrastructure will be connected to the main
system of the Building.
11. Sanitation hook-up: sanitary plumbing infrastructure at many points in
the Building as currently exists.
APPENDIX C
PRINCIPLES OF THE MANAGEMENT AGREEMENT
1. DEFINITIONS
"The Management Company" The lessor and/ or a company acting on its
behalf and/ or in its name
"Management and All sums that the lessee is required to pay to
Maintenance Fees" the Management Company (hereinafter "the
Management Agreement")
"Public Areas" This means all areas within the boundaries of
the lot, including, and without derogating
from the generality of the aforesaid, all
structures, additions, or improvements that
may be made from time to time, the outside
and/ or underground parking facilities,
gardens, roofs, passageways, stairwells,
entrances and exits, basements, internal
streets, sidewalks, utility rooms, lavatories,
air- conditioning, loading and unloading
facilities, elevators, stairs, stairwells,
escalators, and any other area within the
boundaries of the lot on which the project has
been erected that is accessible to the general
public and/ or that will be made accessible to
it and/ or those areas that serve and/ or will
serve all the tenants in the project or most
of them, such as transformer rooms, garbage
compactors, loading and/ or unloading and/ or
storage cellars, the offices of the Management
Company, and shelters, all except for those
parts of the Building and the lot intended for
sale and/ or rental.
2. OBLIGATIONS OF THE MANAGEMENT COMPANY
a. The Management Company undertakes to manage, maintain, and
operate the Building.
The lessee undertakes not to carry out itself and/ or through the
agency of another party acting on its behalf the services and
other activities entrusted to the Management Company under the
Management Agreement and agrees that these services and
activities will be carried out exclusively by the Management
Company.
b. Without derogating from the generality of the aforesaid, the
Management Company shall be entitled to deal, inter alia, with
the following matters that are included in the management,
maintenance, and operation of the Building and the lot:
(1) Cleaning and lighting of the public areas and a
receptionist in the lobby 24 hours a day
(2) Air-conditioning of those public areas in which air-
conditioning is possible and appropriate
(3) Gardening work on the lawns and plantings in the public
areas
(4) Installation of equipment and objects that will serve
visitors to the lot
(5) Maintenance and upkeep of the public areas and of the
equipment and objects that serve the Building and/ or the
tenants and/ or those with rights in the Building, all or
some of them, to the extent that this relates to equipment
that is not owned by and/ or the responsibility of any of
the tenants, including, inter alia, generators, gas and
fuel tanks, the sanitary, plumbing, electrical, drainage,
and lighting systems, and the elevators and escalators in
the public areas of the Building
3. RIGHTS OF THE MANAGEMENT COMPANY
a. In order to carry out its obligations under the Management
Agreement, the Management Company is entitled, inter alia, at its
sole and absolute discretion, and in such conditions as it may
deem appropriate:
To maintain offices in the Building and/ or in any other place
and to employ managers, clerks, accountants, bookkeepers,
lawyers, laborers, artisans, professionals, consultants,
engineers, architects, contractors, subcontractors, and other
workers, all as it may deem essential and at its sole discretion.
Such employment shall be exclusively with reference to the needs
of the tenants and owners of areas in the Building.
b. To take out insurance on the physical structure of the project
against physical loss or damage on account of fire, lightning,
explosion, earthquake, riots, terrorism, strikes and wanton
damage, flood and water damage, electricity, and other natural
disasters, as well as against any other risk that the Management
Company may deem necessary, in amounts or with no cap on the
amount, as may be determined by the Management Company. The
insurance as stated shall include a clause waving the right of
subrogation vis-a-vis the tenants on account of damage caused by
them unintentionally to the structure of the Building.
c. To take out third- party liability insurance covering the
liability of the lessor, the Management Company, and the lessee
against any third party whatsoever in amounts or with no cap on
the amount, as the Management Company may deem warranted from
time to time, in the public areas that are not part of the Leased
Premises.
The policy shall include a cross- liability clause.
d. To take out employers' liability insurance that covers the
liability of the Management Company and the lessor vis-a-vis
their employees in accordance with the Torts Ordinance (New
Version) and/ or in accordance with any other law, on account of
death and/ or on account of any bodily injury (including
emotional or mental injury) for every employee as a result of an
accident or illness during and on account of his or her
employment.
e. To take out insurance against loss of Rent and/ or loss of
management fees and/ or consequential loss of profits to the
lessor and/ or to the Management Company as a result of a
physical loss or damage to the project and/ or to the Leased
Premises, and any other insurance that the Management Company
deems essential and is related to physical loss and/ or damage
and/ or financial loss and/ or liability related to the project,
its management, and its operation.
f. To handle payments for water, electricity, and energy for the
public areas, payment of municipal and central government Taxes
that apply to the public areas, payment of all other sums of any
type or kind whatsoever that do not apply to specific areas, and
payment of all other sums on account of services and Building
maintenance and on account of the operations of the Management
Company, as stated in this agreement.
4. WORK TO BE CARRIED OUT BY THE MANAGEMENT COMPANY
The Management Company is entitled to enter the Leased Premises at any
time, with advance coordination with the lessee (except in urgent
cases), and to carry out there any action that it believes to be
necessary in order to exercise its rights under the present agreement.
Without derogating from the generality of the aforesaid, the Management
Company shall be entitled, inter alia, to open walls, floors, ceilings,
and other parts of the Leased Premises and to replace and repair pipes
and plumbing and make connections to them and to carry out any
electrical work whatsoever.
The Management Company undertakes to act to the best of its ability to
minimize any disturbance to the lessee and to restore the status quo
ante as soon as possible.
The lessee undertakes to do whatever may be required to assist the
Management Company in carrying out the work on the Leased Premises and
to permit the Management Company to minimize any disturbance to the
operation of the Leased Premises.
5. MANAGEMENT AND MAINTENANCE FEES
In consideration of the management and maintenance services that the
Management Company will provide as stated in the management agreement,
the lessee undertakes to pay the Management Company management and
maintenance fees as follows:
a. The lessee's proportional share (as stated in the Tenancy
Agreement) of the costs associated with the operation,
management, and maintenance of the Building by the Management
Company and the fulfillment of the Management Company's
obligations as enumerated in the Management Agreement (including
financing costs and expenses on account of depreciation of
equipment at the rate fixed by law, which shall be paid to the
lessor for the installation and/ or replacement of equipment to
serve the public and/ or the tenants of the Building or some of
them) (hereinafter "Operating and Maintenance Expenses").
b. Payment of all expenses or of the lessee's proportional share in
the expenses that, at the sole discretion of the Management
Company, should be borne by the lessee and/ or by the lessee
together with other specific lessees because the expense stems
from the conduct of the specific business of the lessee and/ or
the businesses of a number of lessees.
c. Expenses that may be caused by specific lessees shall be borne by
those lessees (such as electricity for air conditioning).
d. In addition to payments on account of operating and maintenance
expenses and expenditures as stated above, the lessee shall pay
the Management Company a management fee equal to 15% (fifteen
percent) of the total payment charged the lessee as stated above
(that is, the actual payment will be cost plus 15%), plus value
added tax according to law on the total sum of the payment.
e. The lessee may examine the management expenditures ledgers at any
reasonable time with prior coordination with the manager of the
Management Company and in the company offices.
6. TERM OF THE MANAGEMENT AGREEMENT
At the end of the Term of the Lease or the term of an option, should
such apply, whichever is later, or upon cancellation of the Tenancy
Agreement pursuant to the stipulations of the Tenancy Agreement, the
present agreement shall lapse and a final reckoning shall be drawn up
between the lessee and the Management Company concerning their credit
and debit balances, pursuant to the terms of the Management Agreement,
all of this subject to compliance with all conditions in the Tenancy
Agreement for carrying out the reckoning.
7. USE OF THE UPPER ROOF AND/ OR BALCONIES
It is hereby agreed that the lessee shall have no right to use the upper
roof above the Leased Premises or any other external roof without
explicit written consent from the lessor.
8. PARKING FACILITY
It is hereby agreed that the parking facility will be managed by the
lessor or by someone acting on its behalf, and the lessee undertakes to
comply with their instructions.
APPENDIX E
Dec. 21, 2000
Kir Hed, Ltd.
RMPA House
Har Hotzvim
Jerusalem
Dear Sir or Madam:
Re: FINISHING WORK IN BEIT HADARIM
Pursuant to the Tenancy Agreement (hereinafter "THE TENANCY AGREEMENT") signed
on Dec. 21, 2000, between us and RMPA Properties, Ltd. (hereinafter "THE
LESSOR") concerning space in Beit Hadarim in Har Hotzvim in Jerusalem
(hereinafter "THE LEASED PREMISES");
And whereas it has been agreed between us and the Lessor that we will carry out
the Finishing Work in the Leased Premises (hereinafter "THE FINISHING WORK") by
means of a contractor to be selected by us for this purpose who has experience
in carrying out similar work in the Har Hotzvim industrial zone, the Malha
Technological Park, or some other high- tech park in Tel Aviv, and that you will
be given the right of first refusal to carry out the Finishing Work;
Accordingly we make the following commitment to you:
1. We shall provide you with a copy of the detailed plans and
specifications for the Finishing Work, including all the working
blueprints and specifications and any other and/ or additional
plans as soon as they are ready.
2. As soon as we have received contractors' bids on the Finishing
Work, we shall transmit all the proposals received to you and
notify you as to which is our preferred proposal.
3. You shall be entitled to inform us, within seven days of
receiving our notification and the contractors' proposals as
stated in section 5 of the Tenancy Agreement, that you are
interested in carrying out the Finishing Work yourselves, at the
price and under the terms offered to us by the contractor whose
proposal we preferred, as stated above.
4. Should you notify us that you are interested in carrying out the
Finishing Work under the aforesaid conditions, we undertake to
entrust the Finishing Work to you.
Sincerely yours,
Keryx Israel, Ltd.
CC: RMPA Properties, Ltd.
Appendix B
BANK GUARANTEE
To:
RMPA PROPERTIES LTD. DATE: __________
--------------------
Dear Sir:
Re: Bank guarantee no. ____________________________
Pursuant to a request by Keryx Israel, Ltd. (hereinafter "the Guaranteed") we
hereby guarantee the payment to you of any amount up to the amount of NIS
__________ (_____________ New Israeli Sheqels), index- linked, in accordance
with the indexation conditions enumerated below (hereinafter "the Amount of the
Guarantee") that are or may be due you from the guaranteed.
For the purposes of the present guarantee
The "Base Index" means--
The index published on _____________ (date) for _________________ (month and
year), namely, ______________ points.
The "New Index" means--
The last index published before the actual payment of any amount pursuant to the
present guarantee.
If, on the date when we pay you any sum whatsoever in accordance with the
present guarantee, it transpires that the New Index has risen with respect to
the Base Index, we shall pay you that amount multiplied by the ratio of the New
Index to the Base Index.
We shall pay you from time to time, and in any case within ten days of receipt
of your initial written demand, any amount within the limit of the guarantee,
without your having to justify your demand or make a previous demand for payment
by the debtor, on condition that the entire sum we must pay in response to all
your demands taken together does not exceed the amount of the guarantee.
This guarantee will remain in force until _________________ (date), inclusive,
and any demand pursuant to it must be sent in writing to the branch indicated
below no later than the aforesaid date.
This guarantee is irrevocable.
Sincerely yours,
---------------
Bank
RMPA Properties Ltd. [rubber stamp, signature]
To
RMPA PROPERTIES, LTD. (hereinafter "the company")
P.O.B. 45079, RMPA House, Har Hotzvim
Jerusalem
Dear Sir,
Re: Confirmation of Insurance Coverage in Force from _______________
through ______________
We hereby confirm that we have issued the insurance policies enumerated below on
the content of the Leased Premises leased by the lessee whose name is stated
below, located in your Building in Har Hotzvim (Beit Hadarim), Jerusalem, and
for the lessee's business and activities in the Building.
1. EXPANDED FIRE INSURANCE
Insured party _________________________ (hereinafter "the lessee")
Property covered: The contents of the Leased Premises, and without
derogating from the generality of the aforesaid, including any
modifications, improvements, and additions to the Leased Premises,
performed by and/ or on behalf of the lessee, as well as furnishings,
equipment, and inventory of every sort.
Amount of coverage: ________________
Risks covered: The standard risks covered by expanded fire insurance,
and without derogating from the generality of the aforesaid, including
fire, explosion, earthquake, riots, strikes and malicious damage,
flooding, water damage, and burglary Special stipulation: The policy
includes a clause waiving subrogation vis-a-vis the company and/ or
vis-a-vis all the other lessees and/ or tenants in the building,
including all those who come on behalf of those enumerated above.
2. THIRD-PARTY LIABILITY INSURANCE
Insured party _________________________ (hereinafter "the lessee")
Limits of liability: ____________ per incident; ____________ total
Nullification of limits: fire, explosion, panic, motor vehicle
lifting, loading, and unloading equipment, poisoning and foreign
substances in any food or beverage, and National Insurance
Special stipulations:
(1) The policy includes a cross-liability clause among the units of the
insured party.
(2) The policy is expanded to indemnify the company on account of their
liability as owners and managers of the leased premises and on account
of their vicarious liability for acts of commission and/ or omission on
the part of the lessee.
3. EMPLOYER'S LIABILITY INSURANCE
Insured party _________________________ (hereinafter "the lessee")
Special stipulation: The policy is expanded to indemnify the company on
account of its liability as owners and managers of the Leased Premises
and on account of its vicarious liability for acts of commission and/
or omission on the part of the lessee.
The aforesaid policies may not be cancelled without prior notification sent
to the company by registered mail 60 days in advance.
Sincerely yours,
The Insurer
----------------
RMPA Properties Ltd. [rubber stamp, signature]
Keryx (Israel) Ltd. [rubber stamp, signature]
