Exhibit 10(14)
Lease Agreement
signed and entered into in Jerusalem, today May 19th, 1999
Between: J.T.P. the Jerusalem Technological Park Ltd.
(hereinafter - "JTP")
on the one hand;
and: Virtual Communities Israel Ltd. (previously
named Virtual Jerusalem Ltd.), PC 00-000000-0
(hereinafter - the "Lessee")
on the other hand;
Whereas JTP was established by the Jerusalem Development Authority in order
that through it the Project's construction, management and operation
may be effected; and
Whereas JTP had entered into a development agreement with the Israel Lands
Administration for the construction of the Project on the land known as
Block 30460 Parcel 15 (Plot no. 1 in the City Construction Scheme
3419c); and
Whereas JTP is currently setting up the Project in order to lease units therein
to enterprises most of which satisfy the requirements of being
knowledge-intensive and technology-intensive; and
Whereas JTP intends to build additional structures as part of the Project; and
Whereas the Lessee declares that it is a knowledge- and/or technology-
intensive enterprise and as such is qualified to be among the entities
which shall inhabit the Project and that it intends to continue
operating as a knowledge- and/or technology-intensive enterprise; and
Whereas the Lessee wishes to rent the Premises from JTP for a period, purpose
and consideration and under the terms as provided hereinbelow, as a
tenancy unprotected by the Tenancy Protection laws; and
Whereas JTP is willing to lease the Premises to the Lessee under the terms
herein contained;
Now, therefore, in consideration of the mutual undertakings of the parties
hereto, it has been agreed and stipulated between them, as follows:
1. Preamble, Exhibits and Titles
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1.01 The Preamble hereto and the parties' declarations therein constitute an
integral part hereof.
1.02 The Exhibits hereto constitute an integral part hereof.
1.03 The section titles herein contained shall not be used for the
interpretation hereof.
2. Definitions and Exhibits
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2.01 In this Agreement the following terms shall have the meaning provided
alongside them, unless expressly stated otherwise herein:
The Project An innovative industrial park currently being constructed in
southwestern Jerusalem, and which shall become known as the
Technological Park.
The Structure Building no. 1098 which is one of the Project buildings and
in which the Premises are located.
The Premises An area of approximately 780 square meters (gross) located on
the third floor of the Structure; the Premises are marked in
red on the sketch attached hereto as an integral part hereof,
Exhibit A marked Exhibit A.
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Term of Lease The term of lease provided for in Section 6 herein, and
unless otherwise expressly stated - both the First Term of
Lease and the Additional Terms of Lease.
First Term of As defined in Section 6.01 herein.
Lease
Additional Terms As defined in Section 6.03 herein.
of Lease
Possession of The date on which possession of the Premises was delivered to
Premises Date the Lessee, as detailed in Section 7 herein.
Lease The date set forth in Section 6 herein.
Commencement Date
Term of Lease The date of termination of the Term of Lease as
Termination Date defined herein, or any earlier date upon which the
Term of Lease shall terminate under the provisions hereof.
Purpose of Lease The occupation and purpose described in Section 8 herein.
Rental Fees The rental fees as defined in Section 9 herein.
Index The consumer price index published by the Central Bureau of
Statistics and Economic Research, including such index even
if published by a different governmental agency, as well as
any formal index which shall replace it, whether such is
based on the same data on which the current index is based or
not. In the event that a different index shall replace the
current one, the ratio between the different index and the
replaced one shall be determined by the Central Bureau of
Statistics and Economic Research. In the event that the
Central Bureau of Statistics shall not so determine a ratio,
the ratio between the two indices shall be determined by
JTP's accountants and their determination shall be final and
shall be binding upon the parties.
Basic Index The last Index published prior the signing hereof, i.e., the
April 1999 Index, being 164.4 points.
The Lease The lease of the Premises under the terms hereof.
The Services The services company which, at JTP's discretion, shall
Company maintain and operate the Project.
2.02 The Exhibits hereto are as follows:
Exhibit A - The Premises' sketch.
Exhibit B - The technical specifications for building the Premises.
Exhibit C - The additional works to be performed in the Premises to
adapt same to the Lessee's requirements.
Exhibit D - The Rental Fees and manner of remittance thereof.
Exhibit E - The Services Agreement.
Exhibit F - A bank guarantee for payment of the Rental Fees.
3. The Lease
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3.01 JTP hereby leases the Premises to the Lessee, and the Lessee hereby
rents the Premises from JTP.
3.02 The Lease is for the term and under the conditions provided for
herein.
3.03 It is agreed between the parties that any modification hereof which
shall be done by the parties regarding the Purpose of the Lease, the
Term of Lease, the Rental Fees and the manner of remittance thereof,
or any other matter, shall be done, and shall be valid only if done,
in writing, signed by the parties.
4. Lessee's Warranties
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The Lessee declares and undertakes as follows:
4.01 That it has been informed that the vast majority of the Project is
designated for leasing to knowledge-intensive and/or technology-
intensive enterprises, and that JTP intends to ensure the inhabiting
of the Project by enterprises fulfilling such definition, and which
have been recognized by the Investments Center as an Approved
Enterprise.
4.02 That it had been granted the opportunity to examine, and that it had
in fact examined, every detail in connection with the Project,
including without limitation every planning, engineering, business,
economic, legal detail, etc., and any other detail which might
influence its decision to rent the Premises and situate its business
in the Project.
4.03 That it had been informed that the JTP has invested greatly in
planning the Project, while addressing each component serving its
operation as a technological park according to sophisticated concepts.
The Lessee declares that the Purpose of the Lease and its
implementation by the Lessee in the Premises shall suit the unique
character of the Project.
4.04 That it had been informed that the Project and the Structure are
currently undergoing construction, and the Project will contain -
should JTP choose to construct in to its maximum scope - approximately
68,000 sq.m. built area which serve for the Project's purposes, as
well as approximately 30,000 sq.m. designated for parking and
services.
4.05 That it has visited the Project and examined it, and has examined the
Premises to the extent possible, and has found it suitable for its
requirements in every detail. The Lessee declares that it is
entering into this Agreement based upon its own examinations and
impressions and not on the basis of information provided it by JTP.
The Lessee has -and shall have - no claims regarding unsuitability,
choice, defect, or any other claim as regards the Project, the
Structure and the Premises, including the possibilities of using same
and all that is derived therefrom, excluding as regards a hidden fault
or defect.
5. Non-Applicability of the Tenancy Protection Laws
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It is hereby declared and clarified that:
5.01 The Project in general and the Structure in particular constitute a
new building the construction of which was completed after 1971.
5.02 The Premises are a property in a new building, under Article 14a of
the Tenant Protection Law (Consolidated Version), 5732-1972, they are
leased in accordance with the provisions of such article, and
therefore the provisions of such law shall not apply to the Lease.
5.03 On the day the Tenant Protection Law (Various Provisions), 5728-1968,
became valid, the Lessee had no possession right to the Premises.
5.04 The Lessee hereby declares that it has not been asked to pay, and has
not paid, key money or any payment which might be construed as key
money, and that all of the work, modifications and improvements which
shall be performed in the Premises are not and shall not be material
modifications and that the provisions of Part III of the Tenant
Protection Law (Consolidated Version) 5732-1972 dealing with key money
shall not apply hereto.
5.05 The Lease, the Lessee and the Premises are not protected by the
provisions of the Tenant Protection Laws, nor by the provisions of any
other law protecting tenants or lessees in any fashion whatsoever, and
that such laws and their amendments and the regulations which shall be
promulgated and/or shall form the basis for the promulgation, do not
and shall not apply to the Lease, the Lessee, the Premises or this
Agreement.
5.06 Upon vacating the Premises the Lessee shall not be entitled to any
payment, whether as key money or any fashion whatsoever.
6. Term of Lease
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6.01 The First Term of Lease hereunder is hereby set at 36 months,
commencing upon September 1st, 1999, and ending on August 30th,
2002.
6.02 deleted
6.03 At the end of the First Term of Lease, the Term of Lease shall be
extended by 3 Additional Terms of Lease of 12 months each, unless
the Lessee shall notify JTP, by an unqualified and unconditional
written notice, which shall be received by JTP at least one hundred
and twenty days prior to the termination of the First Term of Lease,
or 90 days prior to the termination of each of the Additional Terms
of Lease, as applicable, of the non-extension of the Lease, or
unless JTP shall notify the Lessee, at least sixty days prior to the
termination of the First Term of Lease or prior to the termination
of each Additional Term of Lease, as applicable, that it refuses to
extend the Term of Lease due to the failure to fulfill any of the
following conditions:
6.03.1 During the First Term of Lease the Lessee has paid all of the
payments payable by it hereunder, fully and in a timely
fashion, and has fulfilled all of its other undertakings
hereunder.
6.03.2 There are no legal or arbitration proceedings being conducted
between the parties, including between the Services Company
and the Lessee.
6.03.3 No later than 90 days prior to the commencement of the second
Term of Lease the Lessee shall have extended the guaranties
and securities hereunder and shall have submitted same to JTP,
as well as submitted to JTP an affirmation of the extension of
the insurance policies provided for herein for the second Term
of Lease .
In the event that the First Term of Lease shall have been extended
as aforesaid, this Agreement shall be deemed to apply to the
Additional Terms of Lease, as well. To prevent doubt it is clarified
that the Rental Fees for the additional Terms of Lease shall be
determined in accordance with the provisions of Section 6 of Exhibit
D hereto.
6.04 Notwithstanding anything contained herein, JTP shall be entitled to
terminate the Term of Lease prior to the Term of Lease Termination
Date in the events detailed in Section 19 hereinbelow, as well as in
any event of a petition being filed for the liquidation of the
Lessee, for the Lessee's being declared bankrupt, for the
appointment in respect of the Lessee of a
trustee, liquidator, temporary liquidator, pre-liquidator, receiver
of a substantial portion of its assets and/or an attachment on a
substantial portion of its assets, and an order was issued
accordingly, or in the event that such petition shall not have been
canceled or refused within 30 days of its being filed to the court
and/or in the event that Lessee shall have filed a petition for
liquidation or in bankruptcy or for reaching a creditors'
arrangement.
6.05 The Lessee shall not be entitled to terminate this Agreement prior
to the Term of Lease Termination Date. Any cessation of usage of the
Premises, or even the vacating thereof, by the Lessee prior such
date for any reason whatsoever shall not release the Lessee from its
undertakings hereunder including without limitation the Lessee's
undertaking to pay the Lessor the Rental Fees and the payments
detailed in Section 12 hereinbelow.
7. Construction of the Premises and Delivery Thereof
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7.01 JTP declares that it has completed the construction of the Structure
and the Premises themselves, and that the Premises have been built
in accordance with the sketch (Exhibit A) and the technical
specifications attached hereto as an integral part hereof marked
Exhibit B Exhibit B.
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7.02 Subject to delays and compulsions which are not under JTP's control,
JTP shall endeavor to deliver possession of the Premises for the
purpose of carrying out the additional work as provided for in
Section 7.04 hereinbelow within three days of the signing hereof.
7.03 To prevent doubt it is hereby clarified that JTP is entitled to
modify the planning and construction of the Project, to add and
subtract buildings, etc., provided that no such modification shall
include a significant modification of the Premises themselves.
7.04 Without derogating from the provisions of Section 7.08 hereinbelow,
the Lessee hereby requests JTP's permission, and JTP hereby permits
the Lessee, to carry out the additional work, beyond the work
provided for in Exhibit B, in the Premises, as detailed in the
Exhibit C document attached hereto as an integral part hereof and marked
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Exhibit C, in order to adapt the Premises to the Lessee's needs.
The works shall be carried out according to the plans and technical
specifications attached hereto as an integral part hereof and marked
Exhibit C1.
7.05 It is hereby agreed that during the period between the date of
delivery of possession of the Premises to the Lessee for the purpose
of carrying out the additional works, as aforesaid, and the Lease
Commencement Date, the provisions hereof dealing with the Lessee's
undertakings, including the provisions obligating the Lessee to act
in such a fashion as shall not constitute a disturbance to JTP's
construction work or to the rest of the tenants of the Structure and
Project, as well as other provisions concerning the Lessee's
responsibility, safety instructions and others, mutatis mutandis as
provided herein for the Term of Lease, as well as the provisions of
the Services Agreement, shall also apply to the period commencing
upon delivery of possession of the Premises as aforesaid. It is
however hereby clarified that during such period the Lessee shall
not be obligated to pay the Rental Fees nor to pay for Services
Company.
7.06 The Lessee shall carry out the work after delivery of possession of
the Premises itself, and on its own responsibility, as detailed in
Exhibit C as aforesaid, and shall perform same in a craftsman
quality, using trained and skilled professionals.
7.07 Upon carrying out the works provided for in Exhibit C, all the
works, repairs, modifications and/or additions shall become JTP's
property and the Lessee shall not be entitled to dismantle and/or
take same out of the Premises upon vacating the Premises or at any
other stage, nor shall the Lessee be entitled to any payment in
consideration therefor from JTP or to any deduction from the Rental
Fees. To prevent doubt, the Lessee shall be entitled to dismantle
and/or take out of the Premises, upon vacating same, all additions
which are not permanently fixed to the Premises, provided that it
carry out all necessary repairs for restoring the Premises to its
previous condition.
7.08 Without derogating from the permission granted to the Lessee with
respect to the works provided for in Exhibit C, the Lessee
undertakes not to perform or carry out any changes, repairs,
improvements, additions or any construction work whatsoever in every
sense of the term in the Premises without obtaining JTP's prior
written consent thereto. In the event that works shall have been
carried out without JTP's consent, then in addition to JTP's right
to deem such to be a violation hereof, JTP shall be entitled:
(1) to demand that the Lessee dismantle the works and in such
event the Lessee shall be obligated to so dismantle the works
and to carry out all repairs required due to such dismantling
in order to restore the Premises to its condition prior to the
carrying out of such works, within 14 days of
JTP's demand, and in the event that the Lessee shall fail to
comply with such demand, JTP shall be entitled to do so on the
Lessee's expense; or -
(2) to maintain the works as its property and the Lessee agrees
that the works shall become JTP's exclusive property without
such generating any right or consideration to Lessee.
7.09 JTP shall notify the Lessee of the precise Possession of Premises
Date. Such notice shall be given by JTP to the Lessee at least 48
hours prior to the Possession of Premises Date. The Lessee
undertakes that it or its authorized representative shall appear at
the Premises at the designated day and hour, and shall receive
possession of the Premises. In the event that the Lessee shall not
have appeared at the required time and/or not fulfilled the
conditions for receipt of possession as provided for herein,
including the payment of Rental Fees as provided for in Exhibit D
and submitting the insurance policies as set forth in Section 14
hereof, the Lease Commencement Date shall be deemed to be the date
designated in JTP's aforesaid notice, and commencing upon such date
all of the Lessee's obligations hereunder shall enter into force,
including the obligation to pay the Rental Fees, the Service fees
and the additional payments imposed upon the Lessee hereunder.
7.10 Upon receiving possession of the Premises, the Lessee shall examine
the Premises and its suitability to the terms hereof. In the event
that the Lessee shall find a defect in the Premises contrary to the
provisions hereof, such defect shall be noted in a protocol prepared
at the time by it and by JTP's representative. JTP undertakes that
any claim of defect noted in the protocol shall be examined by a JTP
engineer, and to the extent that the claim is found by him to be
justified, JTP shall correct such defect according to the
instructions of the JTP engineer. The existence of such a defect
shall not postpone the Lease Commencement Date unless the JTP
engineer shall determine that the defect is such that prevents the
use of the Premises until corrected, in which case the Lease
Commencement Date shall be postponed until the defect is corrected.
7.11 Delivery of the keys to the Premises to the Lessee on the Possession
of Premises Date shall constitute the Lessee's confirmation that it
has examined the Premises and has found it to have been built in
accordance with the provisions hereof, and that it has no claims
regarding its construction excluding the claims duly noted in the
protocol as provided for in Section 7.9 hereinabove, and excluding a
hidden fault or defect.
8. Purpose of Lease
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8.01 The Lessee hereby rents the Premises for the purpose of
engaging in computers and the Internet, which purpose has been
recognized by JTP as a field suitable for being a service
and/or field compatible with the Project's goals.
8.02 The Lessee hereby undertakes not to use the Premises or any
part thereof and not to allow the Premises or any part thereof
to be used for any purpose other than the Purpose of Lease set
forth in Section 8.01 above. The Lessee confirms that JTP's
entering into this Agreement with it is based on the Lessee's
declaration that it is experienced in operating a business
within the framework of the Purpose of Lease, and on JTP's
wish to adhere to the Project's character and to the goals for
which the Project has been established.
9. Rental Fees
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In consideration for the Lease the Lessee undertakes to pay JTP the
Rental Fees. The Rental Fees and the manner of remittance thereof are
detailed in the payments schedule attached hereto as an integral part
Exhibit D hereof, marked Exhibit D.
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10. Services
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10.01 JTP shall be entitled to provide all of the management and
maintenance services as it shall see fit from time to time,
including such as are listed in the Services Agreement,
whether by itself or through the Services Company.
10.02 The Services Company shall be empowered to manage, maintain
and operate the Project or any part thereof, as JTP shall
determine, and to carry out all activities included in the
framework of managing, operating and maintaining projects of a
similar type to the Project, including such that are listed in
the Services Agreement.
10.03 Upon the signing hereof, JTP and the Lessee shall also sign
the Services Agreement, in a form as attached hereto as
Exhibit E. The Services Agreement shall enter into force if
JTP shall decide to provide the management services, whether
directly or through the Services Company. The Lessee hereby
gives its prior consent that JTP shall be entitled to transfer
and assign all of its rights and obligations under the
Services Agreement to the Services Company as set forth in the
Services Agreement.
10.04 The Services Company shall be entitled, at its discretion and from
time to time, to determine the scope, type and nature of the
activities to be performed by it. The Services Company shall also be
entitled to decide which part of the activities enumerated in the
Services Agreement or other activities are to be carried out by
itself, if at all, and during which period.
10.05 A breach of the Lessee's undertakings towards the Services Company
shall be deemed a breach of the Lessee's undertakings towards JTP as
hereunder.
10.06 To prevent doubt it is hereby clarified that nothing contained
herein is to be construed so as to impose an obligation on JTP to
provide any management and maintenance services in the Project
whatsoever. Should JTP itself choose to provide maintenance and
management services to the Project, the provisions of the Section
shall apply, mutatis mutandis, to the providing of services by JTP.
11. Parking
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11.01 According to JTP's plan, the Project will include two parking areas:
a roofed-over parking area which shall be mostly designated for the
use of lessees of units in the Project, and an external attended
parking lot, the parking regulations of which shall be dictated by
JTP and/or the Services Company. This plan is subject to change and
JTP is not bound thereby.
11.02 JTP shall be entitled to manage the parking areas included in the
Project or to decide that the parking areas be managed by the
Services Company or by any other entity, as JTP shall see fit. JTP's
current intention is that the external parking lot shall be part of
the areas held by the Services Company, and that the expenses
involving same shall be considered as part of the expenses to which
the Services Agreement applies. JTP shall be entitled to change this
intention, and to collect parking fees from users of the external
parking lot.
11.03 JTP and/or the operating entity, as the case may be, shall determine
the parking rights and terms in the roofed-over parking area. To the
extent possible, the Lessee shall be allocated, as part of the Lease
hereunder and in accordance with an index formulated by JTP, 18
parking spaces for the Lessee's needs within the roofed-over parking
area. The allocation of the parking spaces shall not be done on the
basis of allocating specific parking spaces, but rather on a basis
generally similar to parking subscriptions for specified vehicles
and solely for such vehicle. Nonetheless, JTP and/or the operating
entity shall be entitled to
allocate the use of specific parking spaces as they shall see fit,
and to prevent the Lessee from using such section of the parking
area as shall be designated by them for a particular allocation or
for another group or uses, as they shall see fit. To prevent doubt
it is hereby clarified that in any event the Lessee shall be
entitled to bring 18 vehicles into the roofed- over parking area.
11.04 Whether the roofed-over parking areas shall be maintained and
operated by the Services Company or otherwise - the expenses
involved in maintaining and operating the roofed-over parking area
shall be calculated separately from the services expenses provided
for in the Services Agreement. The Lessee shall participate in the
costs of maintaining and operating the roofed- over parking area,
including without limiting the generality of the foregoing,
municipal taxes, insurance, equipment, electricity, cleaning,
guarding, etc., proportionately to the number of spaces provided for
in Section 11.03 above divided by the total number of spaces in the
roofed-over parking area. The maintenance payments shall be paid to
JTP or to the operating entity or to the Services Company, as the
case may and as JTP's shall so notify, every given period which
shall be determined by JTP. JTP's accounts in connection with the
expenses involved in operating the roofed-over parking spaces shall
be accepted by the Lessee.
11.05 Nothing in the provisions of this Section is to be construed so as
to derogate from JTP's right and/or the right of whomsoever on its
behalf from managing the parking area or from modifying the parking
regulations therein an such manner and under such terms as it shall
so see fit.
12. Additional Payments
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12.01 All of the taxes, fees, property taxes and compulsory levies of any
type whatsoever, whether municipal or governmental, excluding
Property Tax and Lease Fees payable to the Israel Land
Administration, which shall be imposed upon the Premises, directly
or indirectly, in respect of the Term of Lease, shall be borne
solely by the Lessee and shall be paid by it. Such payments shall be
remitted by the Lessee to the authorities when legally due.
12.02 Throughout the Term of Lease, the Lessee shall bear all of the
payments and costs in respect of water, gas and electricity supplied
to the Premises. To the extent that no separate meters shall be
installed for water, electricity or gas in respect of the Premises,
the Lessee shall pay JTP or, if JTP shall so instruct, to the
Services Company, the sum to determined by JTP or by the Services
Company, as applicable, which shall be the Lessee's
part of the total sum paid by JTP or the Services Company,
including management fees. The Lessee's part shall be determined
exclusively by JTP or, if JTP shall so instruct, by the Services
Company, according to criteria which shall take into account, to
the extent possible, the consumed quantity, the consumption time,
etc. The determination made in this matter by JTP or the Services
Company, as applicable, shall be final and binding upon the
Lessee.
12.03 To the extent that a sum payable to JTP or to the Services Company
under this Section is liable for value added tax, the Lessee shall
add such tax in respect of such sum upon remitting payment,
against a legal tax invoice.
13. Lessee's Obligations
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13.01 During the Term of Lease, the Lessee undertakes:
13.01.1 To operate its business in the Premises in accordance with the
Purpose of Lease, with full compliance with the law. In the event
that such operation requires any kind of license, to obtain such
license and ensure that such shall remain valid throughout the
Term of Lease and to fulfill its conditions.
13.01.2 To operate its business in the Premises in a manner which shall
not lead, as a result of its possession of the Premises or of its
operation, to any type of nuisance or disturbance whatsoever to
the rest of the inhabitants of the Structure, the Public or to the
public. Not to use the Premises or any part thereof in such manner
which would cause noxious substances, odors, smoke, etc., in light
of the Project's character.
13.01.3 To maintain the cleanliness of the Premises. Not to pour into the
sewage system wastes which do not conform in their characters to
the existing system and/or to the Project's character and/or to
the Ministry of Health regulations.
13.01.4 Not to install a sign or signs in the Premises and in its
vicinity, unless in a location, manner and size which shall be
approved by the authorized entities and authorities and agreed to
in advance by JTP and/or the Services Company.
13.01.5 Not to hang or install anything on the external walls and windows
of the Premises without obtaining all of the permits and licensed
required for same under law and the prior consent of JTP and/or
the Services Company.
13.01.6 To punctiliously comply with the laws, regulations and by-laws
applicable to the Premises and the use thereof, and to the
business, the work and the activity carried out therein, and to
pay in full and in a timely fashion fines and payments which shall
be imposed upon it, if any.
13.02 The Lessee is aware that JTP and/or the Services Company are not
responsible for any damage and/or nuisance which shall be caused
to the Lessee, if any, by any of the tenants of the Structure or
neighboring structures in the Project and/or anyone on their
behalf and/or any other third party, and the Lessee declares and
agrees that by its signing this Agreement it waives in advance all
rights of claims and/or demands from JTP or the Services Company
in respect of damages and/or nuisances so caused to it.
13.03 The Lessee undertakes to compensate JTP and/or the Services
Company and to reimburse it for any damage or expense caused to
JTP and/or the Services Company arising from a criminal or civil
lawsuit which shall be filed against JTP and/or the Services
Company, and from the need to defend against such lawsuit, to the
extent that such lawsuit arises from the Lessee's negligence or
the negligence of whomsoever on the Lessee's behalf or from the
failure to fulfill or the breach of the Lessee's undertakings
hereunder.
13.04 The Lessee undertakes not to assign its rights hereunder or any
part thereof to another or to others in any manner whatsoever. The
Lessee further undertakes not to transfer the Lease of the
Premises or any part thereof to any third party; not to deliver,
not to lease and not to allow any third party to use the Premises
or any part thereof; not to share the possession and/or use and/or
benefits of the Premises with any third party; and not to grant
any third party any beneficial interest or any right in the
Premises - all of the foregoing whether for consideration or for
no consideration, and also not to encumber or mortgage its rights
hereunder, unless by JTP's prior written consent.
In the event that the Lessee is an incorporated body, the
provisions of this Section shall apply to any addition of new
shareholders in any manner, any transfer of shares of the Lessee,
adding or subtracting partners, etc., except for a transfer of
shares held by the public, and except for a transfer of less than
25% of the Lessee's shares unless same constitutes a shift of
control of the company.
However, in the event of a shift of control of the company as
aforesaid, which is manifested by the transfer of control of the
Lessee's company to a public company in Israel or abroad, and only
in such event, JTP's consent may be given retroactively, provided
that the Lessee shall request JTP's consent in writing no later
than 3 days following the execution of such transfer. In the event
that JTP shall refuse in writing to give its consent to such
change or changes in the company, within 10 days of the Lessee's
notice to JTP of such change, then the Term of Lease shall
terminate 180 days following the date JTP's notice of refusal
shall be sent, and the provisions of Section 17 below shall apply.
JTP shall not refuse to give its required consent under the
provisions of this Section except for reasonable causes, and shall
be entitled to condition its consent upon the fulfillment of
conditions which might ensure the continuation of the fulfillment
of the Lessee's undertakings hereunder.
14. Responsibility and Insurance
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14.01 Without derogating from the provisions of Section 13 above, the
Lessee alone shall be responsible for any personal or pecuniary
damages of any type and kind caused in the Project, the Structure
or the Premises, to JTP or to any third party, including the
Lessee's employees, arising from defects caused to the Premises
due to the Lessee's negligence and/or to equipment installed in
the Premises and/or works carried out therein and/or from an
action or omission of the Lessee and/or its employees and/or its
agents and/or its suppliers and/or its customers and/or whomsoever
shall perform services for it and/or whomsoever shall be in the
Project, the Structure or the Premises by the Lessee's permission.
The Lessee undertakes to reimburse JTP for any damage and/or
expense and/or obligation which JTP shall be required to pay in
connection with damages as aforesaid, including without limitation
the legal costs incurred by JTP as a result of the filing of a
lawsuit against it in connection therewith - all immediately upon
receiving JTP's first demand.
14.02 Without derogating from the Lessee's responsibility under law and
hereunder, the Lessee undertakes to obtain and maintain, on its
expense, throughout the Term of Lease and for any extension of the
Term of Lease, the insurance detailed in the Section
(hereinafter -the "Lessee's Insurance"), issued by a lawfully
licensed and renowned insurance company.
14.02.1 Property insurance - insurance of the Premises' contents, and
without derogating from the generality of the foregoing,
including furniture, equipment, installations, stock, and every
modification, improvement, renovation and addition to the Premises
which have been and/or shall be carried out in the Premises by the
Lessee and/or for it of any kind whatsoever - all of the foregoing
at their full value, against loss or damage due to all accepted
risks, under a broadened fire insurance, and without derogating
from the generality of the foregoing including fire, explosion,
earthquake, storm, lightning, flood, water damages, aircraft,
collision, strikes, riots, willful damages and breaking and
entering.
The Lessee undertakes to update the insurance amounts from time to
time, so that same shall continuously reflect the full value of
the insured property as aforesaid, including additions and
improvements.
14.02.2 Third party liability insurance - insurance of the Lessee's
liability towards third parties in respect of any injury or damage
caused to the person or property of any person and/or legal
entity, and without derogating from the generality of the
foregoing including injury or damage to JTP and/or the Services
Company, their employees, and to lessees of and visitors to the
Project, at a liability limit which shall not be less than a
shekel amount equaling $1,000,000 (one million U.S. Dollars) per
case. Such insurance shall not be subject to any limitation
regarding liability arising from fire, explosion, fright, lifting,
unloading and loading machinery, strikes and shutting down, as
well as lawsuits on behalf of the National Insurance. The insured
party's name of such insurance shall be broadened so as to include
JTP and the Services Company in respect of their responsibility as
owner of the Premises and provider of services thereto, and in
respect of their responsibility for the actions and/or omissions
of a lessee, and subject to a cross-responsibility clause under
which the insurance shall be deemed to have been drawn separately
for each person of the insured party.
14.02.3 Employer's liability insurance - insurance of the Lessee's
liability towards all those employed by it and on its behalf at a
liability limit which shall not be less than $5,000,000 (five
million U.S. Dollars) per claimant, per case and per period. Such
insurance shall contain no limitation regarding work carried out
at a certain height or depth, working hours, contractors,
subcontractors and their employees, and employment of youth. The
insurance shall be broadened so as to reimburse JTP and/or the
Services Company in the
event that either of them is deemed to be the employer of any of
the Lessee's employees.
14.02.4 Consequential damage insurance - insurance for consequential
damages (including loss of rental fees) caused to the Lessee due
to damages to the Premises' structure and/or its contents and/or
the Structure including its installations, due to the risks listed
in Section 14.02.1 above, at appropriate insurance amounts and for
a period which shall not be less than 12 months.
14.03 The Lessee's insurance shall contain an express clause under which
such shall precede any insurance drawn by JTP and/or the Services
Company and that the insurer waives any claim and/or demand
concerning the participation of JTP's or the Services Company's
insurance. The Lessee's insurance shall contain a provision
regarding reimbursement to JTP and/or the Services Company for
their liability as owner and/or manager of the Premises and for
their imputed liability for the actions and/or omissions of the
Lessee. The insurer shall further undertake that the Lessee's
insurance policies shall not be narrowed, expire or be canceled,
unless a written notice thereof shall be sent by registered mail
to JTP and the Services Company at least 60 days in advance.
14.04 The Lessee's insurance shall include JTP as an additional insured
party and shall contain an express clause under which the insurer
waives any subrogation right towards JTP and the Service Company
and whomsoever shall be on their behalf, towards other lessees,
users and visitors of the Project, and towards contractors and
subcontractors who are carrying out contract and other work of any
kind in the Project on the behalf of JTP and/or the Services
Company, provided that such waiver of subrogation shall not apply
to the benefit of a person who willfully caused the damage.
14.05 The Lessee shall present to JTP all of the insurance policies
issued to it in accordance with Section 14.02 above, prior to
transfer of possession of the Premises, as a prerequisite for the
Lessee's receiving possession of the Premises. The Lessee shall
further present to JTP, currently, every policy renewal and every
amendment to a policy previously presented to JTP. At JTP's
reasonable demand, the Lessee shall be obliged to add and/or
update and/or amend the insurance policies to JTP's satisfaction,
so that such shall comply with the criteria provide for in this
Section.
JTP's inspection right and its exercise of or failure to exercise
its right to see the policies and demand an update, addition or
amendment, as aforesaid, shall not impose upon it any
responsibility in respect of the policies, their nature and
validity, or the absence thereof.
14.06 It is hereby expressly agreed and stated that JTP and/or the
Services Company shall not be in any way liable towards the Lessee
for any damage caused to the Premises or the contents thereof or
any third party, for any reason, whether the cause of the damage
or malfunction is known or unknown.
14.07 The Lessee undertakes to use the moneys received from the
insurance agency under the policies solely for the requirements of
an immediate rehabilitation of the damages and/or the policies.
The foregoing shall not be construed so as to limit or derogate
from JTP's right to exercise its rights under the policies. The
Lessee's insurance shall include a provision under which the
Lessee and the insurance company undertake to act in accordance
with the provisions of this Section.
14.08 It is hereby clarified that the drawing of insurance by the Lessee
shall not be construed so as to in any way limit or derogate from
the Lessee's undertakings hereunder, or to free it from its
obligation to compensate JTP and/or the Services Company and/or
any other person, for any damage caused directly or indirectly for
which the Lessee is responsible. Actual remittance of any
insurance payments shall only be deducted from the reimbursement
and/or compensation amounts to which JTP and/or the Services
Company shall be entitled for damages or losses.
14.09 In addition to all of the provisions hereof concerning JTP's
and/or the Service Company's release from responsibility, the
Lessee hereby releases JTP, the Services Company and the rest of
the lessees and users of the Project from their responsibility for
all damages for which the Lessee is entitled (or was entitled) to
reimbursement according the insurance drawn in accordance with the
provisions of this Section, and the Lessee hereby holds JTP and/or
the Services Company and/or the rest of the lessees and users of
the Project harmless against any responsibility to such damages.
14.10 It is hereby expressly agreed between and stated by the parties
that JTP shall be entitled to terminate this Agreement by
delivering an immediate notice to the Lessee in the event that JTP
shall discover that there is no authorized insurer prepared to
insure or continue insuring the Premises for a use and/or
operation and/or management of a business in the Premises which in
the insurer's opinion constitutes a real risk beyond the accepted
risks and beyond the risks against which an authorized insurer
agrees to insure. In the event that such a notice is delivered by
JTP to the Lessee, this Agreement shall terminate forthwith or at
the date set forth in such notice.
14.11 In the event that JTP shall exercise its right under sub-section
14.10 above and shall have notified the Lessee of the termination
hereof, such exercise shall not be construed so as to derogate or
harm JTP's rights to demand from the Lessee a full compensation of
all damages, costs and losses, loss of profits and all other
damages caused to JTP due to the termination hereof, and JTP shall
further be entitled to xxx for any relief or remedy under the
Contracts (Compensation for Breach of Contract) Law, 5731-1970
and/or any other relief as it shall so see fit.
14.12 The Lessee undertakes to update the insurance sums as provided for
above, as the need arises, to painstakingly uphold all of the
policies' provisions and to pay in a timely fashion all premiums.
In the event that the Lessee shall fail to fulfill its
undertakings under this Section, JTP shall be entitled but not
obliged to insure, to renew insurance, to pay premiums, etc., as
it shall so see fit, and the Lessee undertakes to pay JTP any cost
JTP shall incur in connection to the foregoing actions.
15. Licensing
---------
15.01 JTP shall not be responsible to the Lessee for obtaining licenses
or approvals from the authorized authorities which are required
for operating and managing the Lessee's business in the Premises.
The Lessee hereby undertakes to obtain every license it requires,
and to ensure that its business in managed according to a license
required by any municipal, government or other authority, as
applicable, including without limitation the fire department's
authorization which shall be obtained already in the stage of
planning and fitting the Premises to the Lessee's requirements.
15.02 The Lessee shall be obligated ensure the renewal of all required
licenses and approvals throughout the Term of Lease so that the
operation of the Premises and the work carried out therein shall
be conducted in compliance with the provisions of every applicable
law and in accordance with the terms of every license and/or
provisions and/or regulations promulgated from time to time by any
authorized authority regarding or in connection with the Lessee's
business which is operated in the Premises.
15.03 In the event that any authority shall have conditioned the
issuance of a license for operating the Lessee's business in the
Premises on carrying out changes or installations in the Premises,
the Lessee shall be obligated to request JTP's prior consent for
carrying out any such change and the provisions hereof concerning
changes and installations in the Premises shall apply, mutatis
mutandis, to such changes and installations.
15.04 The Lessee declares that it is familiar with its business and with
its licensing terms and that prior to its signing hereof it had
been provided the chance to check and it had indeed checked the
suitability of the Project, the Structure and the Premises to the
Purpose of Lease and the possibility of obtaining the required
license or licenses for operating the Purpose of Lease in the
Premises, as is.
16. JTP's Rights
------------
16.01 JTP shall be entitled, without being obligated to obtain any
consent of Lessee's, to carry out any construction, modification
or addition work in the Project, at its sole discretion and as it
shall so see fit from time to time, provided that such shall have
not unreasonably infringe upon the Premises or the use thereof.
16.02 JTP shall be entitled to make any use of the remainder of the
Structure and the Project or of any addition it has or shall have
built in the Project, with no limitation or being obligated to
obtain any consent of Lessee's, all at JTP's sole discretion as it
shall see fit from time to time.
16.03 In the event that JTP shall decide to carry out a modification or
addition within the area of the Premises, it shall refrain from so
doing unless by Lessee's prior consent. This Section shall not
apply to JTP's or the Services Company's activity as provided for
in the Services Agreement.
16.04 JTP or the Services Company or whomsoever on their behalf shall be
entitled to enter the Premises at any reasonable time, after
coordinating such visit with the Lessee, in order to check whether
the Lessee is in compliance with the terms hereof, and within 90
days prior to the Term of Lease Termination Date - in order to
show the Premises to prospective lessees.
16.05 JTP shall be entitled to exercise its owners' right in respect of
the Premises in all respects, and to transfer its rights to the
Structure and the Premises as it shall see fit, provided that the
Lessee's rights hereunder shall not be infringed upon.
17. Vacating
--------
17.01 Upon termination of the Term of Lease or upon termination of the
Additional Term of Lease, if any, or upon the termination hereof for
any cause whatsoever, the Lessee undertakes to vacate the Premises
and to deliver to JTP possession thereof, cleared of all persons or
property of the Lessee's, clean and in order, and in such condition
as such was in upon receipt thereof by the Lessee from JTP,
excluding reasonable depreciation and wear, and including all
renovations, improvements, addition or permanently connected
installation, even if such were installed in and added to the
Premises by the Lessee on its own expense (excluding installations
installed by the Lessee which are not permanently connected), unless
JTP shall have demanded that the Lessee remove such an addition or
installation from the Premises, in which case the Lessee undertakes
to comply with such demand.
17.02 In the event that the Lessee shall not have vacated the Premises on
the date provided for in Section 17.01 above, then in addition to
JTP's right to xxx for evacuation of the Premises and to any other
right granted to JTP hereunder or by law, and without derogating
from any relief or right at JTP's disposal as aforesaid, the Lessee
shall pay JTP for the period transpired from the date on which it
had been obligated to vacate the Premises till the date on which it
shall vacate the Premises an amount equaling one-thirtieth of twice
the last monthly Rental Fees which had been paid by Lessee in
respect of the last month prior to the vacating date. Such payment
has been determined and agreed as appropriate using fees and/or as
agreed liquidated damages which the parties have assessed after
prior calculation.
17.03 Payment of the appropriate using fees and/or the anticipated damages
as aforesaid shall not release the Lessee from its obligation to
vacate the Premises.
17.04 In the event that the Lessee shall not have vacated the Premises on
the date provided for in Section 17.01 above, then JTP and the
Services Company shall be entitled to demand from the Lessee all
amounts, taxes, payments, undertakings, Rental Fees, cost of
repairs, damages, appropriate using fees, losses and all other
payments with no exception, as provided for herein, in respect of
the period transpired from the date on which it had been obligated
to vacate the Premises till the date on which it shall vacate the
Premises, as if the Term of Lease had been extended, without
derogating from the Lessee's obligation to vacate the Premises and
from any other relief at JTP's disposal hereunder or by law.
17.05 Receipt of the appropriate using fees as aforesaid and payments as
provided for in Section 17.04 above shall not be construed so as to
establish a leasing relationship between the Lessee and JTP in
respect of the period following the date on which the Lessee was
obligated to vacate the Premises.
18. Guarantees
----------
18.01 By the Possession of Premises Date, and as a prerequisite for the
delivery of possession, the Lessee shall provide JTP with an
appropriate, unconditional bank guarantee in an amount in Shekels
which shall throughout the term of guarantee be equal to three
months' Rental Fees; alternatively, such guarantee shall be for a
period of four months and shall be extended by the Lessee from time
to time for an additional five months, no later than 30 days prior
to the expiry of its validity, with a right granted to JTP to demand
its payment if it shall not be extended by such date. The Lessee
undertakes from time to time, within seven days of JTP's demand from
the bank and receipt of the guarantee sum (whether due to the
Lessee's not extending the guarantee or due to the Lessee's not
having paid any payment on account of the Rental Fees when due and
payable), to provide JTP with a new guarantee as provided for in
this Section. The wording of the guarantee under the Section is
Exhibit F attached hereto as Exhibit F, provided that the Lessee had been
--------- given a 7 days prior notice of the intention to so act.
18.02 Prior to the Lease Commencement Date, the Lessee shall provide JTP,
for JTP or for the Services Company, an appropriate, unconditional
bank guarantee in an amount in Shekels which shall equal, throughout
the term thereof, $6,000 (six thousand U.S. Dollars), according to
the representative rate of exchange upon the signing hereof, such
sum being linked to the Index as such shall be from time to time
during the Term of Lease, compared with the Basic Index; such
guarantee shall remain in force throughout the Term of Lease whereby
JTP or the Services Company shall be able to exercise it in any
event of the Lessee failing to pay it any amount payable by the
Lessee to JTP and the Services Company for services or otherwise,
provided that the Lessee had been given a 7 days prior notice of the
intention to so act.
18.03 JTP and/or the Services Company shall be entitled at their
discretion to exercise either of the guarantees provided for in
Sections 18.01 and 18.02, or any part thereof, solely in any event
of their being moneys due to JTP and/or the Services Company from
the Lessee in respect of Rental Fees and/or in respect of the
expenses as provided for in the Services Agreement and/or the
parking expenses as provided for in Section 11 above and/or the
additional payments as provided for in Section 12 above, after
giving a written 14 days' warning during which period the Lessee
shall not have remitted such due moneys.
18.04 It is hereby expressly agreed between and stated by the parties that
the delivery of the guarantees hereunder shall not be construed as a
waiver on JTP's or the Service Company's part of their rights to
other remedies against the Lessee, whether such remedies are
provided for herein or are available to JTP or the Services Company
under any law which is valid upon the signing hereof or which shall
be valid in Israel at the time of the violation.
19. Remedies in Respect of Violations
---------------------------------
19.01 Without derogating from the provisions of this Section 19
hereinafter and from specific remedies provided for hereunder, the
violation hereof shall be subject to the provisions of the Contracts
(Remedies for Breach of Contract) Law, 5731-1970.
19.02 In the event that the Lessee shall not maintain the Premises in good
repair and/or shall not repair anything that requires repairs in the
Premises and/or shall not return the Premises to JTP upon the Term
of Lease Termination Date in good repair as provided for hereunder
and/or in the event that any damage shall occur to the Premises
during the Term of Lease and shall not have been repaired by the
Lessee; then, in addition to any other right granted to JTP in such
event in accordance herewith and/or with any law, JTP shall be
entitled to carry out any repairs and/or perform any action it shall
so see fit for repairing such damage and/or for restoring the
condition to its previous state, all at the Lessee's expense.
19.03 The Lessee hereby undertakes to pay JTP immediately upon its demand
all sums paid by JTP for actions it had performed under Section
19.02 above. JTP's accounts regarding such expenses shall constitute
conclusive evidence of the correctness thereof, and the Lessee
undertakes to pay JTP in respect of accounts submitted to Lessee
immediately upon the submitting thereof.
19.04 Any delay or waiting and/or lack of response, failure to exercise or
failure to take measures on JTP's part shall not in any way
constitute a waiver on JTP's part of any of its rights hereunder
regarding a continuous or additional violation, unless JTP shall
have waived any of its rights expressly and in writing.
19.05 In the event that the Lessee shall violate this whole Agreement or
any of its Sections and shall not remedy such violations within a
reasonable time despite being warned in writing in which warning a
reasonable time was set for remedying such violation, and in any
event of the Lessee's failing to pay on time the Rental Fees and/or
any other money and/or expenses and/or taxes and/or sums and/or
other payments payable by it hereunder, or any part thereof, at a
fixed time, and also not within seven days of being demanded in
writing to remedy such violation - JTP shall be entitled, without
derogating from any other right granted to by law and/or in
accordance herewith, to terminate this Agreement and immediately
demand the vacating of the Premises and/or set a date for the
vacating thereof as it shall see fit, and in such event this
Agreement shall terminate on the date so set by JTP.
19.06 In any event of the termination hereof due to its breach by the
Lessee, JTP shall be entitled to any additional remedy available to
it by law due to such breach, including compensation, injunctions
and mandamus orders. Furthermore JTP shall be entitled, and the
Lessee undertakes not to resist, to prevent the Lessee and
whomsoever on the Lessee's behalf from entering the Premises and to
shut off the electricity and water supply to the Premises.
Notwithstanding any provision hereof and in addition thereto, in the
event of a breach by the Lessee due to which the Lessee shall have
been evicted from the Premises prior to the Term of Lease
Termination Date, the Lessee shall be obligated to pay JTP, in
respect of the period commencing upon the eviction date and ending
on the Term of Lease Termination Date, reasonable compensation which
shall equal the loss of rental fees inflicted upon JTP due to the
termination, and the full payments payable to the Services Company,
whether in respect of all of the remainder of the Term of Lease or
in respect of the period ending on the leasing of the Premises to
another lessee, and thereafter, until the Term of Lease Termination
Date, for loss of rental fees, if any, due to lower rental fees paid
by such other lessee. It is hereby agreed that JTP shall not be
obligated to minimize its damages by leasing the Premises for the
remainder of the Term of Lease or the remainder of the Additional
Term of Lease, or to lease same for lower rental fees than those set
forth herein.
20. General
-------
20.1 All payments payable by Lessee to JTP hereunder shall be paid by
Lessee to JTP in JTP's offices or any other address in Israel which
JTP shall so instruct the Lessee.
20.2 In the event that the Lessee is more than one person or more than
one legal entity or if the Lessee is a partnership, then the
provisions hereof shall apply to each of the members of the Lessee
or each of the members of the partnership, as applicable, and their
undertakings hereunder shall be joint and several.
20.3 A claim which Lessee may have against the Services Company shall not
constitute a cause of claim of the Lessee's against JTP. The Lessee
shall not be entitled to offset payments due from it hereunder
against payments due it from the Services Company. JTP shall in no
event by deemed a guarantor for the Services Company's undertakings.
20.4 It is expressly stipulated that the performance of any of JTP's
undertakings is contingent upon the prior performance of the
Lessee's undertakings.
20.5 The Lessee shall be prevented, and hereby prevents itself, from
raising any claim against JTP's right to lease the Premises to the
Lessee or any other claim against the quality of JTP's rights in the
Premises.
20.6 The parties declare and confirm that the provisions hereof reflect
all that was agreed and stipulated between them in full, and that
the parties shall not be bound by any promises, publications,
declarations, representations, influences and oral or written
undertakings which are not included herein and which were done, if
at all, prior to the signing hereof.
20.7 The parties agree that the courts of Jerusalem alone, and of no
other city, shall have exclusive jurisdiction over anything
connected hereto or arising herefrom.
20.08 The Lessee shall bear the stamp duty in respect hereof.
20.09 The parties' addresses for the purposes hereof shall be:
JTP - The Guard's Building, the Technological Park, Malha,
Jerusalem
Lessee - ______________________
After the Lease Commencement Date the Lessee's address for the
purposes hereof shall be in the Premises.
In witness whereof the parties have hereto set their hand
on the date and in the location first above stated
/s/Xxxxxxx Xxx Xxx/ Xxxx Xxxxxxx /s/Avi Xxxxxxxxx
________________________ _______________________
The Technological Park The Lessee
Jerusalem Ltd.
Exhibit B
---------
Specifications and Characteristics
----------------------------------
of Area for Rent in Building No. 1098
-------------------------------------
1. General Technical Data for a Typical Floor
------------------------------------------
1.1 Ceilings/floors of the structure and the floor of pressed prefabricated
plates.
1.2 Maximum useful stress on floor approximately 1,000 kg/m.
1.3 Height of floor, from floor to bottom of concrete ceiling,
approximately 3.60 meters. In area of crossbeams between columns -
height of approximately 3.20 meters.
----
1.4 Joint areas of floor are the core areas (stairway, elevators, core
corridor) as marked A on attached sketch, and areas for passage of pipe
system in the floor close to the columns, as marked B on attached
sketch. All use of the joint areas, including chutes, requires prior
coordinating with and consent of lessor.
2. Specifications of Typical Floor
-------------------------------
2.1 External walls - concrete skeleton and prefabricated elements with
internal plastic painted plaster covering.
2.2 Separating walls between different premises, if erected by the lessor -
10 cm total width plaster partitions with rockwool insulation. Wall
finish - plastic paint. The partitions reach the ceiling.
2.3 Ceilings in corridors - are made of tin trays or mineral ceiling, at
the lessor's discretion.
2.4 Floors in premises' area - finish of smoothed concrete. In the corridor
area on floor (excluding core areas) - rug or PVC at the lessor's
discretion.
2.5 Windows - aluminum, dry-keep opening, as every opening element.
2.6 Size of transit doors from the corridor to the premises' area will be
90/205. The doors will have a painted tin lintels, and a boxwood veneer
covered wing manufactured by Hemmediya
Doors or equivalent at the lessor's discretion. Internal filling will
be flaxboard.
2.7 For each 8.10 meter wide module (between two columns) along the
corridor - there will be one such door installed.
2.8 Transit doors between the core and the floor area - glazed aluminum as
exists in Building no. 1.
2.9 Stairways - tin door as exists in Building no. 1. The walls will have
marble up to 1.20 meters, and above that plaster and whitewash.
3. Electric Installations
----------------------
3.1 For the building - a public board for the joint areas.
3.2 In each floor - a Bezeq division box.
3.3 In each floor - an Electric Company junction box for division of
electric connections to the floor. The piping and communications
electric cable leaders which pass through the joint areas will be
prepared by the lessor.
3.4 JTP has ordered and paid only for network units at 3 x 20 A per each
100 sq.m. of area for rent.
Connection to the lessee's area will be ordered by the lessee directly
from the Electric Company in coordination with and consent of the
lessor, at the size required by the lessee, and the difference will be
paid by the lessee directly to the Electric Company. Connecting cables
from the Electric Company meter to the lessee's area will be carried
out by the lessee at its own expense.
3.5 Fire detecting and sprinkler system - installation and system cover the
joint areas of the building. The lessee will install in its area a fire
detecting and sprinkler system, and will connect to the lessor's
central system after coordinating with the lessor and obtaining its
consent. The lessor's fire detecting switchboard will include an
electronic card for identifying the switchboard as an address on the
building's central fire detecting switchboard. Connecting the local
switchboard to the central switchboard will be carried out in
coordination with JTP.
4. Hygiene Installations
---------------------
4.1 Water connections - central water supply by a central meter for the
whole building as part of the central water supply of the whole
project. The lessee will be provided a connecting point to the water in
the central piping chute through a meter.
4.2 Waste disposal system - a central pipe system was installed in a
modular manner which enables connections to receivers in each modular
point on the floor.
5. Elevators
---------
In each central core (cores nos. 2 and 3) - 2 elevators with the following
data:
Elevator no. 1 - 16 passengers, approximately 1,250 kg. Cabin size: 1.40 x
2.10 x 2.40.
Elevator no. 2 - 13 passengers, approximately 1,000 kg. Cabin size: 1.40 x
1.70 x 2.40.
All elevators descend to parking level.
6. Installations on Roof
---------------------
6.1 The building's roof is constructed to receive various installations
such as compressors, air conditioning units, bellows, etc.
6.2 The roof's structure, similarly to the roof of building no. 1 - is
intended to conceal the installations and piping, and therefore the
lessee will be obligated to position the equipment solely in the roofed
over area and after coordinating with and obtaining the prior agreement
of the lessor, including as regards - manner of installation, method of
installation, bases, protection, and precise location for each lessee.
7. Parking
-------
The building has an underground parking area for 450 private cars of 2.10 m
maximum height.
8. Environmental Development
-------------------------
An adjacent developed area will be carried out around the building, e.g.,
intertwining stone or asphalt paths, asphalt roads, paving and gardening
areas.
Exhibit C
---------
Exhibit C of Lease Agreement Dated 19.5.99
------------------------------------------
1. In accordance with the provisions of the first part of Section 7.04 of the
Lease Agreement, JTP hereby agrees that the following operations
(hereinafter - the "Works") be carried out in the Premises:
1. Internal partitions.
2. Carpeting
3. Addition of toilet.
4. Kitchenette.
5. Infrastructure for telephone lines.
6. Electricity, UPS network.
7. Acoustic ceiling.
8. Lighting.
9. Signs.
10. Air conditioning.
2. The Works will be carried out by a contractor which JTP shall suggest, or by
a contractor suggested by the Lessee which JTP shall approve (hereinafter -
the "Contractor"), and the Lessee will enter into a separate agreement with
same. The Contractor will be solely responsible towards the Lessee for the
quality of the Works, the timetable, and to anything involved in or arising
from the carrying out thereof. The Works will be carried out in accordance
with plans and technical specifications which shall be submitted for JTP's
prior approval. JTP shall approve the plans and specifications or return
them to the Lessee for amending and/or changing within a period not to
exceed seven days. JTP shall supervise their being no deviations from the
plans and specifications approved by it as aforesaid in carrying out the
Works.
3. The Works up to an amount of $195,000 shall be paid by JTP directly to the
Contractor, according to bills submitted to JTP and approved thereby. The
rest of the costs of carrying out the Works shall be paid to the Contractor
by the Lessee.
4. The Lessee shall pay JTP throughout the Term of Lease, as same is defined in
the Agreement, an increment to the Rental Fees of a sum
equaling $4 per month in respect of each square meter of the gross area of
the Premises, as defined in Section 2 of the Agreement (hereinafter - the
"Increment"). The Increment shall be paid starting on the first monthly
Rental Fee payment, and shall be added to the monthly Rental Fees, whereby
it shall be linked to the Index in accordance with the linkage terms set
forth in Exhibit D of the Agreement. To the extent that the Term of Lease
shall be terminated prior to the Term of Lease as defined in the Agreement,
for any reason whatsoever, the Lessee shall pay JTP an amount equaling the
product of the Increment times the remaining number of months of the Term of
Lease until the Term of Lease Termination Date, immediately upon termination
of the Term of Lease.
5. The Lessee shall be solely responsible towards JTP and towards any third
party in respect of any damage caused to the Project, the Structure and the
Premises, to JTP and/or to any third party whatsoever in connection with
carrying out the Works.
Without derogating from the Lessee's undertaking, the Lessee undertakes to
submit to JTP, prior to receiving JTP's consent, a contracting work
insurance policy which shall include the following insurance items:
Property Damages - Physical and unexpected loss or damage caused to the
Works during the period such are carried out. The insurance shall also apply
to works which shall be carried out by the Lessee or for the Lessee's
benefit.
Third Party Liability - Liability towards third parties in respect of
personal or property damages caused during the period the Works are carried
out, with a liability limit not to be less than $500,000 per case and per
period.
Employer's Liability - Liability towards employees in respect of personal
injury caused in the Premises during the period the Works are carried out,
while and due to such carrying out, with a liability limit not to be less
than $5,000,000 per case and per period.
The provisions of Sections 14.02.2 (end thereof), 14.03, 14.04, 14.07, 14.08
and 14.09 of the Lease Agreement, mutatis mutandis.
It is hereby clarified that presenting the insurance policy issued to the
Lessee as aforesaid shall be a condition for the commencement of the
carrying out of any works in the Premises by the Lessee. In the event that
the policy shall not be presented - the granting of permission shall be
postponed until the presentation thereof, but to prevent doubt it is
clarified that such shall not be construed so as to postpone the Lease
Commencement Date.
The Lessee undertakes that it shall also draw the insurance for contractors
employed by it in carrying out the Works or any part thereof, and
contractors and/or subcontractors who shall carry out the Works shall be
added to the insured party's name.
6. It is hereby agreed between the parties that a delay in completing the
Works, for any reason whatsoever, including the failure to present an
insurance policy as provided for in Section 5 above and/or failure to submit
the guaranties as provided for in Section 18 of the Lease Agreement, shall
not change the Lease Commencement Date as provided for in the Agreement,
unless such delay was caused by an action or omission of JTP's, in which
case the Lease Commencement Date shall be postponed by a time span equaling
the delay period caused by JTP.
7. It is hereby agreed that the provisions of the end of Section 17.01 of the
Agreement shall not apply to the installations listed in this Exhibit.
s/Xxxxxxx Xxx Xxx and Xxxx Xxxxxxx s/Avi Xxxxxxxxx
----------------------------- --------------------------
The Technological Park The Lessee
Jerusalem Ltd.
Exhibit D
---------
Exhibit to Lease Agreement Dated 19.5.99
----------------------------------------
The Rental Fees and Manner of Payment
-------------------------------------
As an integral part of the Lease Agreement and in accordance with the provisions
of Section 9 and Exhibit C of the Lease Agreement, it is hereby agreed between
the parties as follows:
1. In consideration of the lease of the Premises the Lessee undertakes to pay
JTP monthly Rental Fees as follows:
a. The monthly Rental Fees shall be in the amount of NIS 38,423 (which at
the time of signing hereof constitute $12 per square meter of the gross
area of the Premises) and an additional sum of NIS 12,808 per month
(which at the time of the signing hereof constitute $4 per square meter
of the gross area of the Premises) in respect of the carrying out of
the additional works in the Premises as provided for in Exhibit C to
this Agreement, which sum shall be added to the Rental Fees and shall
be linked to the Index in accordance with the linkage terms set forth
herein. The overall Rental Fees during the Term of Lease shall be NIS
51,231 per month plus VAT as prescribed by law.
b. Notwithstanding the foregoing, it is agreed by the parties that in the
event that within a year of the Lease Commencement Date (hereinafter -
the "Critical Date") the Lessee shall not have been recognized by the
Investment Center Administration as an Approved Enterprise, the monthly
Rental Fees commencing upon the Critical Date shall be set at NIS
44,827 (which at the time of the signing hereof constitute $14 per
square meter of the gross area of the Premises), and shall remain so
until the Term of Lease Termination Date. To such sum there will be
added the sum of NIS 12,808 (which at the time of the signing hereof
constitute $4 per sq.m. of the gross area of the Premises) in respect
of the carrying out of the additional works in the Premises.
2. The Rental Fees shall be remitted in the manner and under the terms as
follows:
a. Upon the signing of the Lease Agreement the Lessee shall pay the Lessor
the amount of NIS 153,693 which constitute the Rental Fees in respect
of the last three months of the Term of Lease.
b. In respect of the first three months of the Term of Lease the Lessee
shall only pay the Services Fee as per Exhibit E below and the
increment in respect of carrying out the Works.
c. Commencing upon the first day of the fourth month of the Term of Lease,
and every three months thereafter, excluding the last three months, the
Lessee shall pay the Rental Fees in respect of three months' leasing in
advance.
d. To facilitate the collection of the Rental Fees the Lessee shall
deliver to the Lessor upon the signing of the Lease Agreement notes
signed by the Lessee, the sums and dates of payment of which shall be
in accordance with the provisions of the Lease Agreement in respect of
the whole Term of Lease, each note's sum being linked in accordance
with the linkage terms set forth in Section 3 below.
3. The payments as per Section 2 hereinabove, and any of the payments due JTP
from the Lessee under the Lease Agreement, shall be linked to the Index in
accordance with the following linkage terms:
In the event that upon the date of actual payment of any sum on account of a
payment due JTP from the Lessee it shall obtain that the New Index (as
defined below) is higher than the Basic Index, the Lessee shall pay JTP such
sum increased by the ratio in which the New Index has risen compared with
the Basic Index. A drop in the Index to below the Basic Index shall not
entitle the Lessee to a decrease of the amount payable.
The "New Index" mentioned above shall mean:
In respect of payments remitted between the 16/th/ and 28/th/ days of the
month- the Index last published prior to the actual payment of any sum due
JTP from the Lessee.
In respect of payments remitted between the 28/th/ day of a month and the
15/th/ day of the subsequent month - the Index published following the
actual payment of any sum due JTP from the Lessee.
In the event that a payment is remitted prior to the publication of a New
Index in respect thereto, the Lessee shall remit such payment JTP on the
date of payment provided for in the Agreement, calculated according to the
known Index at the time of remittance, and immediately after publication of
the New Index shall remit the difference, if any.
4. VAT imposed upon the payment of the Rental Fees shall be imposed upon the
Lessee and borne by it. In addition to any payment due from the Lessee under
this Agreement, the Lessee shall pay JTP, upon remittance thereof, the VAT
imposed thereon at the rate applicable at the time of
payment, against a proforma tax invoice which shall be delivered to the
Lessee within fourteen days of remittance of payment.
5. Any delay in the remittance of any payment by the Lessee to JTP shall bear
interest for delay at the rate which shall be then accepted at Bank HaPoalim
Ltd. for excess overdrafts in current loan accounts, plus 4% per annum,
commencing upon the date on which the payment had become due until actual
remittance, plus VAT; or, at JTP's discretion, Index linkage differentials
plus an annual interest rate of 12% plus VAT.
6. a. Notwithstanding the provisions hereinabove it is hereby agreed
between the parties that in the event of the exercising of the option
provided for in Section 6.03 of the Lease Agreement, each of the
parties shall be entitled to demand that the Rental Fees in respect of
the Second Term of Lease shall be changed and set at the appropriate
rental fees according to the market conditions (in this Section - the
"Appropriate Rental Fees").
b. The issue shall be raised by the interested party no later than 90 days
prior to the commencement of the Second Term of Lease. In its notice,
the interested party shall set forth the Appropriate Rental Fees in its
opinion.
c. In the event that the parties shall not have reached an agreement
regarding the Appropriate Rental Fees within 30 days of receipt of such
notice, the Appropriate Rental Fees shall be determined by a certified
property assessor who shall be appointed by JTP for such purpose, and
his ruling shall be final and binding upon the parties.
d. In the event that the Appropriate Rental Fees shall be determined by
the assessor as aforesaid, the Appropriate Rental Fees, as determined,
shall replace the Rental Fees in any matter connected to the Lease
Agreement, commencing upon the commencement of the Second Term of
Lease.
7. Deleted
In witness whereof the parties have set their hand:
s/Xxxxxxx Xxx Xxx and Xxxx Xxxxxxx s/Avi Xxxxxxxxx
----------------------------- -------------------------
The Technological Park The Lessee
Jerusalem Ltd.
Exhibit E
---------
Services Agreement
------------------
Signed and entered into in Jerusalem on May 19th, 1999
Between J.T.P. the Jerusalem Technological Park Ltd.
and its proxies and assignees
(hereinafter - "JTP" or the "Company")
on the one hand;
and Virtual Communities Israel Ltd.
(formerly: Virtual Jerusalem Ltd.)
PC 00-000000-0
(hereinafter - the "Holder")
on the other hand;
Whereas the Holder has entered into a Lease Agreement with JTP under which it
had rented the Premises described in the Lease Agreement and which are
in the Project; and
Whereas taking into account the special nature and complexity of the Project,
JTP has decided that the management and performance of the Services in
the Project require an organizing and executing hand, and JTP intends
to engage with the Services Company which shall take upon itself the
fulfillment of such task; and
Whereas this Agreement is intended to set down the mutual undertakings of the
parties as regards the management and performance of the Services in
the Project and constitutes the Services Agreement referred to in the
Lease Agreement; and
Whereas the Holder agrees that the exclusive management and performance of the
Services in the Project in its entirety shall be carried out by the
Services Company and it undertakes to act in accordance with the terms
hereof and to participate in the management costs as detailed herein;
Now, therefore, it has been agreed and stipulated between the parties, as
follows:
1. The Preamble hereto including without limitation the definitions and
declarations contained therein constitute an integral part hereof.
2. Unless when the context dictates otherwise, the following terms shall
herein have the meanings set forth beside them:
The Services The Company or a different legal entity as JTP shall
Company instruct in writing from time to time at its discretion.
The Project An innovative industrial park in southwestern Jerusalem known
as the Technological Park.
The Structure The structure in which the Premises are located.
The Premises The Premises referred to in the Lease Agreement between the
Holder and JTP.
The Lease The Agreement under which the Holder has rented the
Agreement Premises from JTP.
The Services All of the services required for the proper maintenance of the
Project in general and of the Structure and Premises in
particular, including without limitation:
a. Regulating customs and procedures to ensure a current,
proper and orderly management of the Project according to
accepted forms in similar projects in Israel and in the
Western World (with the necessary modifications due to the
condition in Israel), and maintain and ensure their
fulfillment.
b. General management of the Project, including illumination,
infrastructure maintenance, repair and maintenance of
sewage, water and electricity systems, clearing rubbish and
shrubbery cuttings, cleaning roads, sidewalks and public
area and properly maintaining same, and operating,
repairing, maintaining, refurbishing, renovating, cleaning,
disinfecting, examining, improving, guarding, gardening and
insuring the Project's areas and other areas and
installations in the Structure which serve and/or are
utilized by the Structure itself or other parts of the
Structure and/or performance of actions which serve or are
intended to serve the Project or the Structure.
c. Additional services and activity which the Services Company
shall choose to manage, perform, provide, initiate or
handle, e.g., security system, sign placing, etc., or
services and activity which the Services Company shall be
required by the authorized authorities to manage, perform or
provide.
d. Any additional service which the Services Company shall
decide ought to be provided to the Project and the
Structure.
e. In order to maintain the standard of the Project and the
Structures, the Services Company shall be entitled to decide
from time to time to perform, as part of the Services,
refurbishing, repairs, replacing, and fundamental
renovations of the Structure's body and other areas, and
also improvements, modifications, etc., and impose all of
the costs and expenses involved in same on all of the
lessees of the Project.
3. a. JTP shall be entitled to engage with the Services Company, as it shall
so see fit, in an agreement under which the Services Company shall
undertake to perform the Services. From the moment such an engagement
shall be entered into, the Services Company shall be deemed to have
been a party to this Services Agreement from the outset.
The Company shall notify the Holder in writing of the engagement with
the Services Company. From the receipt of such notice and henceforth,
all matters which the Holder should wish to raise, as well as all
demand and/or claim shall be directed by it to the Services Company
alone.
b. The Services Company undertakes the management and performance of the
Services in the Project (hereinafter - the "Management and Performance
of the Services") for the Term of the Agreement as defined below.
c. The Management and Performance of the services shall be carried out by
the Services Company itself and/or by others or partially by itself
and partially by others, all at the Service Company's discretion.
d. The Holder agrees to the foregoing and entrusts the Services Company
exclusively with the Management and Performance of the Services for
the Term of the Agreement by the power of its rights as lessee and/or
holder of the Premises. The Holder undertakes no to perform the
Services or any part thereof by itself or through others, but rather
through the Services Company and whomsoever on its behalf, and the
Holder undertakes to act in accordance with the terms hereof and to
participate in the expenses as provided herein.
4. a. This Agreement shall remain in force throughout the Term of Lease
defined in the Lease Agreement (herein - the "Term of the Agreement").
b. The Services Company undertakes to perform and manage the Services at
such time as the Services Company shall so decide, and in any event
not later than the time most of the units of the Structure are
inhabited, and until the end of the Term of the Agreement.
c. The Holder undertakes to fulfill all of the obligations imposed upon
it hereunder commencing upon the date of receipt of possession of the
Premises or upon the date on which JTP shall have notified the Holder
that the Premises are ready for transfer of possession, whichever is
the earlier.
5. The Services Company shall be entitled from time to time, at its
discretion, to determine the scope, type and nature of the Services and
which part thereof shall be provided to the Project and/or to particular
parts thereof and the time and manner of the providing thereof.
6. a. The Holder gives its prior consent to the Services Company's
formulating procedures and instructions regarding the management of
the Project and the performance of the Services, as it shall see fit,
and to its right to modify same from time to time, and the Holder
undertakes to act in accordance therewith, so long as such do not
expressly contradict the provisions hereof and do not infringe upon
the reasonable use of the Premises by the Holder.
b. The passageways, stairways, corridors, entrances, entry level, parking
areas and roofs which are included in the areas through which under
this Agreement all of the holders are entitled to pass shall serve
solely for passage. The Holder is not entitled to place objects
therein, to block same, to disrupt the free passage through same, or
to place any movable items or objects whatsoever outside the Premises.
c. The Services Company shall be entitled to install and to allow others
to install a sign and/or signs as well as notices on the roof and/or
the walls or partitions of the entire Structure, inside and out.
d. The Services Company's exercising of its authority as provided in this
chapter shall be done, to the extent possible, while protecting the
privacy of the holders of the leased units.
e. The Services Company and whomsoever on its behalf shall be entitled to
enter the Premises, at any reasonable time, for performing the actions
involved in the Management and Performance of the Services, whether
such work shall be done for the Holder itself or for another holder,
or for the purpose of carrying out repairs required in the other
units, including inter alia, opening walls, floors, ceilings and other
parts, replacing and repairing plumbing and pipes and carrying out any
work which shall be required in the Services Company's opinion for
fulfilling its undertakings hereunder, and the Holder shall have no
claim against the Services Company in respect of a disturbance caused
to it as a result therefrom. In any case of such activity, the
Services Company shall endeavor to minimize the disturbance to the
holder as far as possible, and to restore the condition of the
Premises, to the extent and as soon as possible, to its previous
state.
f. Without derogating from the provisions of this Section above, the
Services Company shall be entitled to set rules and instructions
forbidding use of and activities in the Premises which conflict with
the nature of the Project, and the Holder undertakes to obey all such
procedures.
g. It is hereby agreed that the Holder shall only be entitled to use such
parts of the joint areas which are designated for joint usage.
7. a. The Services Company shall employ an apparatus of technical,
professional, administrative and other employees for carrying out the
work involved in the Management and Performance of the Services, and
shall be entitled to manage and perform all of the services or any
part thereof through contractors, subcontractors, or in any other
manner as it shall so decide, including the hiring for a full- or
part-time job, under a special contract or under such terms as it
shall see fit, lawyers, accountants, other advisors and other people
whom the Company shall see fit to hire.
b. The Services Company shall be entitled, as the need arises, to borrow
money from sources it shall deem appropriate to finance its activity
in the Management and Performance of the Services. All expenses
involved in obtaining such financing and all other expenses in
connection therewith shall be included in the Expenses, as defined
below.
8. The Holder hereby undertakes:
a. To be in touch with the Services Company in all matters relating to
the Management and Performance of the Services hereunder, and to
participate in the costs involved in performing and
managing the Services in accordance with the provisions of Section
10(a) below.
b. That it and whomsoever on its behalf and in its name shall cooperate
with the Services Company and assist it, in all event when such
cooperating or assistance are required, to enable the orderly and
efficient Management and Performance of the Services, and to inform the
Services Company quickly of any malfunction necessitating action on the
part of the Services Company.
c. To use the Premises in a reasonable, quite and cultured manner, taking
into consideration the special character of the Project, and in such a
manner whereby such use will not cause a nuisance or disturb the
reasonable use and enjoyment of the rest of the users and visitors of
the Project.
d. Not to carry out any modification or addition in the Premises'
structure, partitions, external walls, roofs and hallway or in the
electricity, air conditioning, water and plumbing installations, or any
part of the Structure, whether inside or outside, not to open any
apertures of any type including for ventilation and air conditioning,
not to change window panes and frames and, inter alia, not to attach
signs and objects to the external walls of the Premises, including such
which face the corridors, not to install bars and/or awnings in the
windows and/or external openings, except in accordance with
specifications approved by the Services Company and by the Project's
architect.
e. To bear its share of the municipal, government and other taxes, fees
and levies of any type imposed and/or which shall be imposed upon the
joint areas of the Project.
9. a. Without derogating from the Holder's undertakings under the Lease
Agreement and hereunder or by law, and without imposing upon the
Services Company any responsibility towards the Holder in connection
therewith, the Services Company shall draw the following insurance or
any part thereof, and any additional or other insurance which it shall
so see fit, in its and in the Company's names. The insurance shall be
drawn by a renowned insurance company in Israel.
(1) Insurance of the Project and its components and any other property
owned by JTP and/or the Services Company within the area of the
Project and in its vicinity, against the accepted risks, including
fire, explosion, storm, flood, earthquake, water damage, aircraft,
collision, riots, strikes, willful damage and breaking and
entering.
(2) Third party liability insurance, with liability limits to be
determined from time to time by the Services Company. The policy
shall include a cross-liability clause and shall be broadened so
as to indemnify the Holder in respect of its responsibility under
law due to the use of the Property. It is hereby clarified that
the insurance shall not apply to the Holder's liability arising
from its business activity in the Property.
(3) Employer's liability insurance for the Company's employees and
subcontractors.
b. The costs involved in drawing the insurance provided for in section (a)
above shall be deemed as part of the Expenses.
c. The Services Company shall be entitled from time to time to modify
and/or cancel and/or replace the policies and/or draw additional
insurance, all at its sole discretion.
d. The policies shall be issued on JTP's and the Services Company's names,
who shall be the beneficiaries thereof, and they shall solely be
entitled to negotiate the insurance terms and the settlement of
insurance claims, on their own and on the holders' behalf, with the
insurance company.
The policies shall include a clause waiving the insurer's subrogation
right towards the holders, their employees and managers, unless same
willfully inflicted the damage.
e. It is hereby expressly agreed that the drawing of the insurance as
provided for in section (a) above, or the failure to draw same, or the
liability limits provided for therein, in whole or in part, shall not
impose any responsibility whatsoever on the Services Company, and the
Holder shall be prevented from suing it or raising any demand or claim
against it in any matter connected with or arising from, directly or
indirectly, the nature, type, scope, terms, sums and/or coverage of
such insurance policies and/or from the failure to draws such insurance
policies, in whole or in part.
f. The Holder hereby undertakes to comply with the Services Company's
instructions in order to protect the rights of JTP, the Services
Company and the rest of the holders of the Project in connection with
the policies, and not to perform or allow another to perform any act or
omission which might in any way increase JTP's or the Services
Company's expenses in respect of the Project. The Holder further
undertakes to cooperate with the
Services Company in the event of a claim submitted to the insurance
company and to provide immediately upon being demanded to do so any
document, testimony, etc., as shall be needed for the purpose of
submitting such claim.
10. a. The Holder undertakes to bear, together with the rest of the holders,
all expenses involved in the Management and Performance of the
Services, including financing costs (herein - the "Expenses"). The
Holder's share of the aggregate Expenses shall be determined according
to a scale or several scales prepared by the Services Company and
approved by the accountant mentioned in Section 11(b) and in accordance
with the guiding principles listed below.
b. In dividing the Expenses involved in the Management and Performance of
the Services between the holders, the Services Company shall act
faithfully towards all of the holders of units in the Project. To the
extent that in the opinion of the Services Company a particular expense
should be attributed to one or more of the structures of the Project or
to a lessee or group of lessees, the Services Company shall be entitled
to attribute such expenses as the need arises and debit those who
should bear such expenses in its opinion.
c. To the extent that the Holder shall request that the Services Company
provide it with extra services of the type then proffered by the
Services Company, e.g., current cleaning of the Premises themselves,
etc., the Holder shall pay the price determined by the Services Company
from time to time for such service.
d. The Services Company shall be entitled to include in the Expenses sums
designated for an equipment renewal fund, in accordance with the
Services Company's accountant's approval. The fund's sums shall be
deemed a deposit which shall be held by the Services Company in a
separate account, as trustees of all the holders of the Project, and
shall be used for adding to, renewing and replacing equipment,
installations and assets.
e. To all of the Expenses provided for herein, including such mentioned in
Section 9 and in this Section above, there shall be added a sum
equaling 15% thereof as management fees for the Services Company
(hereinafter - the "Management Fees"). The Management Fees shall be
deemed, for the purpose of collecting same, an integral part of the
Expenses, and shall be paid by the Holder and the rest of holders in
accordance with the provisions of subsection (a) above, and shall
constitute the Services Company's fees in consideration for its
undertakings hereunder.
f. The Services Company shall be entitled to make any use of the guaranty
delivered to JTP by the Holder for ensuring the Services Expenses as
provided for in the Services Agreement.
11. a. The Holder undertakes to pay the Services Company its estimated share
of the Expenses, including devaluation and Management Fees, according
to written account submitted to it by the Services Company, within 14
days of receiving such accounts. The aforesaid accounts shall be
submitted to the Holder every three months or every other period as
shall be determined by the Services Company, and shall be based on an
estimate of the Expenses.
b. Within a period which shall not exceed 6 months from the end of each
year, the Services Company shall prepare a final accounting of the
Management and Performance of the Services Expenses (including
devaluation and Management Fees) (hereinafter - the "Annual Account").
The Annual Account, audited and approved by an external accountant
which shall be appointed by the Services Company, shall serve as prima
facie proof of the amount of the Management and Performance of the
Services Expenses.
c. The Holder undertakes to pay the Services Company the difference, if
any, between the amount paid by it on account of its estimated share of
the Expenses and the amount of the Expenses as they appear in the
Annual Account. Such payment shall be remitted within 14 days of the
day the Services Company shall submit the Annual Account to the Holder.
In the event that the difference shall be to the Holder's credit, its
account shall be credited accordingly. The provisions of this Section
shall apply even if the Term of Lease shall have terminated prior to
the preparation of the Annual Account.
d. The Holder shall pay the Services Company value added tax in respect of
any payment due by the Holder hereunder, together with the remittance
of such payment, at the rate in force at the actual time of payment.
e. The Services Company shall be entitled to invest any surplus money it
shall have, whether from funds or from the turnover or from any other
source, to the best of its professional discretion.
12. a. In any event of the Holder's falling behind on any payment due or which
shall be due from it to the Services Company hereunder and/or in the
event that the Holder shall breach the terms hereof, the Services
Company shall be entitled, without derogating from its right to any
other legal relief, at its discretion, to take one or more of the
following measures:
(1) To completely or partially cease managing and performing the
services provided to the Holder, and/or
(2) To add Consumer Price Index (as defined in the Lease Agreement,
mutatis mutandis) linkage differentials to any payment or expense
payable by the Holder which shall not have been paid when due, plus
an annual interest rate of 12%, or, at the discretion of the
Services Company, to impose and collect interest at the rate then
accepted at Bank HaPoalim Ltd. in respect of excess overdrafts in
current loan accounts, plus 4%.
b. The Holder's refusal or disagreement to receive any service and/or the
cessation of the Management and Performance of the Services by the
Services Company under section 12(a)(1) above, shall not release the
Holder from the obligation to participate in the Expenses hereunder.
13. The Services Company's books and accounts shall be deemed by the Holder as
reliable and shall at any time serve as prima facie evidence for all
concerning the payments remitted by the Holder to the Services Company and
the Services Company's Expenses. The Holder shall be entitled to demand to
peruse the Services Company's books at any reasonable time.
14. The Services Company shall be entitled (at its discretion) to cease
providing the Services and/or any part thereof and/or to cease managing the
Services and/or any part thereof prior to the termination hereof, by giving
the holders a written notice thereof at least one year in advance.
15. In the event that the Company or the Services Company shall decide to
transfer the handling of the Management and Performance of the Services,
with all such entails, including all of the Services Company's rights and
obligations hereunder, to a different services company or to a different
existing legal entity or one which shall be founded for such purpose, it
shall be entitled to do so, provided that the transferee is an entity with
experience in the services management field, and it shall also be obligated
to receive from the other services company or the other entity chosen, prior
to the transfer, a letter, under which the services company or such entity
shall undertake to fulfill all of the Services Company's undertakings
hereunder, and a copy of such letter shall be forwarded to the Holder and
the other holders of the Project.
16. The violation hereof by the Holder shall be deemed a violation by it of the
Lease Agreement.
17. The parties hereby set their addresses for the purpose of receiving notices
in accordance herewith as follows:
a. The Services Company - care of the Company.
b. The Holder - in the Premises.
Any notice sent by registered mail to one of the aforesaid addresses shall
be deemed received and acknowledged by the receiving party within three (3)
days from the time it was sent.
In the event that a part shall change its address, it shall be obligated to
notify the other party within 7 days, and until receipt of such notice, any
notice sent to such party's address as provided hereinabove shall be deemed
received at the time provided for hereinabove.
In witness whereof we have hereunto set our hands
on the date and in the place first above written
s/Xxxxxxx Xxx Xxx and Xxxx Xxxxxxx s/Avi Xxxxxxxxx
-------------------------------------- --------------------
The Technological Park The Lessee
Jerusalem Ltd.
Exhibit F
---------
Form of Bank Guarantee for Payment of Rental Fees
-------------------------------------------------
To:
J.T.P. The Jerusalem Technological Park Ltd.
Jerusalem
---------
Dear Sirs,
Re: Bank Guarantee No.
---------------------------
At the request of __________________ (hereinafter - the "Obligee") we hereby
give you our absolute and unconditional guarantee to pay any sum not to exceed
NIS _______________ (_________________________ New Israeli Shekels), such sum
being linked to the Consumer Price Index in accordance with the linkage terms
provided for hereinbelow (hereinafter - the "Guarantee Sum"), which you shall
demand from the Obligee in connection with the agreement dated ______ between
yourselves and the Obligee.
Any sum you should demand from us in connection herewith up to the Guarantee Sum
shall be paid by us with the addition of linkage differentials under the
following conditions:
If on the day on which we shall pay you any sum hereunder the Consumer Price
Index last published prior to actual payment (hereinafter - the "New Index")
shall be higher than the Index published on ______, which is ____ points
(hereinafter - the "Basic Index"), we shall pay you such sum increased by the
same ratio by which the New Index was increased compared to the Basic Index.
The term "Consumer Price Index" means the consumer price index published by the
Central Statistics Bureau. In the event that the Index basis or the method of
calculating or preparing same shall be replaced, or in the event that the Index
shall be published by a different entity than such Bureau, then you shall
calculate the changes in the Index for the purposes hereof.
We undertake to pay you any sum demanded by yourselves within seven days of
receipt of your first written demand, without requiring that you base or justify
your demand and without your first being obligated to demand such sum from the
Obligee.
This Guarantee shall remain in force until ______ (inclusive), and after such
date shall be null and void. Any demand hereunder must be received by us in
writing no later than such date.
This Guarantee is irrevocable.
Sincerely,
___________________
Bank
To:
Virtual Communities Israel Ltd.
(formerly: Virtual Jerusalem Ltd.)
----------------------------------
Dear Sirs,
Re: Lease of Property at J.T.P. the
-------------------------------
Jerusalem Technological Park Ltd.
---------------------------------
Pursuant to the Lease Agreement signed with yourselves on May 19th, 1999, for
the lease of a property in the Jerusalem Technological Park Project, and
pursuant to your request, we hereby clarify as follows:
1. Pursuant to Section 6.03.1 of the Lease Agreement it is hereby clarified
that an irregular delay of up to seven days, under circumstances beyond the
Lessee's control, shall not be deemed failure to pay on schedule.
2. Pursuant to Section 12.02 of the Lease Agreement it is hereby clarified that
JTP shall endeavor, to the extent possible, to install separate meters for
the lessees. To prevent doubt it is emphasized that the cost of installing
such separate meters for the Lessee, if installed, shall be borne by the
Lessee.
3. Pursuant to the provisions of Section 13.04 of the Lease Agreement we agree
that you shall be entitled to sublease the Premises, in whole or in part, to
a knowledge- and technology-intensive enterprise with a nature suitable to
the nature of the Project and the businesses operating therein, without
derogating from any of your undertakings towards us under the Lease
Agreement. You would be obliged to obtain our prior written consent to the
identity of the lessee and the terms of lease therewith prior to subleasing
part of the Premises as aforesaid, and we shall be entitled to deny such
sublease for any reasonable reason, at our discretion.
4. Notwithstanding the provisions of Section 10 of the Services Agreement
regarding the manner of calculating the Expenses of the Services Company, we
agree that for each month of the Term of Lease you shall bear on account of
the Services Company's Expenses and the Management Fees a sum not to exceed
3 U.S. Dollars per each gross square meter of the Premises, in its Shekel
value according to the representative rate of the Dollar at the time of
signing the Lease Agreement, with the addition of Index linkage
differentials in accordance with the linkage terms provided for in Exhibit D
of the Lease Agreement, and with the addition of VAT as provided by law, and
any surplus (if any) shall be paid by us. Such sum shall also include
payment from parking under Section 11.04 of the Lease Agreement.
5. Subject to the fulfillment of all of the Lessee' undertakings under the
Lease Agreement, the Lessee shall have the right until February 1/st/, 2000
(hereinafter - the "Option Term") to rent in addition to the Premises as
defined in Section 2.01 of the Lease Agreement an additional area of up to
300 sq.x. xxxxx adjacent to the Premises, as marked in blue on the sketch
(Exhibit A of the Lease Agreement) (hereinafter - the "Additional Area"). In
the event that the Lessee shall wish to rent the Additional Area, the Lessee
shall notify JTP in writing of such wish, no later than 30 days prior to the
end of the Option Term (hereinafter - the "Exercise Notice"). The Term of
Lease of the Additional Area shall commence no later than two months after
receipt of the Exercise Notice by JTP (or a shorter period, should the
Lessee so request), or immediately upon the end of the Option Term,
whichever is the earlier, provided that it does not commence prior to the
Lease Commencement Date as provided for in Section 6 of the Lease Agreement.
The Term of Lease of the Additional Area shall terminate at the Term of
Lease Termination Date provided for in Section 6 of the Lease Agreement.
6. In the event that the Option provided for in Section 5 hereinabove shall be
exercised, the area of the Premises shall be increased whereby the
Additional Area shall be included, and the provisions of the Lease
Agreement, with no exception, shall apply, mutatis mutandis, also to the
Additional Area, subject to the following:
a. 7 parking spaces shall be added to the spaces provided for in Section
11.03 of the Lease Agreement.
b. A sum of up to $77,000 shall be added to the sum provided for in
Section 3 of Exhibit C of the Lease Agreement. Such sum shall be
decreased by the same ratio by which the Additional Area shall be
compared with 300 square meters, without derogating from the fact that
the whole sum provided for in such Section 3 is a maximum sum,
according to accounts submitted to JTP and approved by it.
7. Pursuant to the provisions of Section 13.04 of the Lease Agreement, we
hereby give our consent to your possible merger with the Heuristic
Development Group Inc., which according to your statement is a public
company registered in Delaware, U.S.A., and the shares of which are sold on
the NASDAQ stock exchange in the U.S.A., subject to the correctness of the
statement of
Sincerely,
J.T.P. the Jerusalem
Technological Park Ltd.
We agree to the agreements set forth hereinabove.
S/Avi Xxxxxxxxx
_________________________
Virtual Communities Israel Ltd.
(formerly: Virtual Jerusalem Ltd.)
p.c. 00-000000-0
