EXHIBIT 10.34
[ Letterhead of the Israel Land Administration ]
File No.: 20784707A
Account No.: 352687495
LONG TERM LEASE CONTRACT
(low-rise building, industry, commerce or tourism)
Capitalized
Entered into and signed in Upper Nazareth on the 6th of March, 2002
on the ____ of __________, _______
Between
The Israel Land Administration, which manages the lands of the State of
Israel, the Development Authority and the Jewish National Fund (to be
referred to hereinafter as the "Lessor"), whose address for the purpose
of this contract is: Government Campus, Upper Nazareth, zip code 17105,
P.O.B. 80 of the first part;
And
On Track Innovations Ltd. I.D./Company No. 520042862
(hereinafter: the "Lessee"), whose address for the purpose of this
contract is: P.O.B. 32, Rosh Xxxx, of the second part;
Preamble
The preamble to the lease contract constitutes an integral part of the terms and
conditions of the lease, and together therewith constitutes the lease contract.
The said terms and conditions of the lease have been published in Official
Gazette No. 4818 on November 4, 1999.
Whereas the State of Israel / the Development Authority owns the land
specified in this preamble below (hereinafter: the "Lot");
and
Whereas a building or buildings (hereinafter: the "Buildings") which
were erected prior to the effective date of this lease
contract, are constructed on the Lot; and
Whereas insofar as the Buildings have not been constructed to the
stage allowing the occupation thereof and/or full use thereof
for the purpose of the lease, the Lessee declares that it
undertakes to complete the construction of the Buildings so as
to render them fit for such intended use, no later than one
year after the Administration's signing of this contract, and
that it is aware that this undertaking constitutes a
fundamental condition of this contract; and
Whereas the Lessor has agreed to lease the Lot to the Lessee,
including all that is constructed thereon and permanently
fixed thereto (hereinafter: the "Fixtures") (the Lot and
Fixtures shall be referred to hereinafter as the "Leased
Premises"), with the condition-precedent that the Lessee's
undertakings - either under a development contract with the
Lessor or under another agreement with the Lessor - shall have
been fulfilled in full in the period preceding the effective
date of this lease contract; and
Whereas the parties agree that for the sake of convenience only, the
Lessee shall sign a copy of this lease contract without such
signature binding the Lessor, pending the Lessee's fulfillment
of the aforementioned undertakings in full. The parties hereby
explicitly agree that the lease contract shall become
effective only after the Lessor shall also sign the same, and
only if the Lessee shall have fulfilled its foregoing
undertakings to the Lessor. So long as the Lessor shall not
have signed the lease contract, the terms hereof shall not be
binding upon the parties, and the Lessee's signature alone on
the lease contract shall confer thereon no right hereunder.
The date on which the Lessor shall sign the lease contract
shall be deemed as the date of signing hereof; and
Whereas upon commencement of the lease period, the Administration
surrendered the possession of the Leased Premises to the
Lessee or to the persons who had lease rights in the Leased
Premises before the Lessee, and insofar as the Leased Premises
are occupied, the Lessor is subject to no obligation to vacate
them and/or to bear the costs of such vacation; and
Whereas the Lessee hereby declares that it is subject to no limitation
with respect to its entering into this contract with the
Lessor pursuant to the provisions of Section 19(a)(3) hereof,
and that it is aware that the Lessor is prepared to enter into
this lease contract therewith only upon this fundamental
condition precedent; and
Whereas pursuant to the provisions of the treaty between the State of
Israel and the Jewish National Fund (hereinafter: the "Fund"),
published in Official Gazette No. 1456 of Sivan 11, 5728, p.
1597, the management of land owned by the Fund, including the
leasing thereof and the granting or denial of consent for the
transfer of the lease rights therein, shall be made by the
Lessor subject to the Fund's memorandum and articles of
incorporation, and the Lessee hereby declares that it is aware
that if the Lot, in whole or in part, is owned by the Fund, or
will be owned by the Fund, it shall be subject to the
provisions of such treaty, and that the Lessor is prepared to
enter into this lease contract therewith only upon this
fundamental condition precedent; and
Whereas if the purpose of the lease is industry, crafts or tourism
then, in addition to the following terms and conditions of the
lease, the lease under this contract shall also be subject to
the following terms in this preamble:
(a) if the purpose of the lease is industry or crafts,
and the Lessee shall ask the Lessor for its consent
to change the type of industry or crafts set forth
in the Purpose of the Lease, the Lessor shall be
entitled to condition its consent therefor, inter
alia, on a change in the duration of the term of the
lease in accordance with the Lessor's decisions as
being from time to time, and on the receipt of a
recommendation from the Ministry of Industry and
Trade for the requested change in the type of
industry or craft and for the duration of the term
of the lease recommended thereby for such purpose.
(b) if the purpose of the lease is industry, crafts or
tourism, then, in addition and subject to all the
other terms and conditions in the followings
Sections 9 and 14, the Lessee shall be required to
attach to its request to make any of the changes set
forth in Section 9 or to transfer rights under this
contract as set forth in Section 14, as the case may
be, a suitable and valid recommendation from the
Ministry of Industry and Trade or the Ministry of
Tourism, as the case may be. The Lessor shall not
consent to any such request by the Lessee unless the
Lessee shall produce such valid recommendation.
(c) The "Ministry of Industry and Trade", the "Ministry
of Tourism" - including any other governmental
ministry responsible for matters of the type of the
Purpose of the Lease; and all in accordance with the
decisions of the Israel Land Council or the
decisions of the Lessor, and as required from time
to time as the case may be. And;
Whereas the terms used in this contract shall be interpreted in
accordance with the following recitals, unless the context of
the contract prescribes otherwise:
"Lot": the lot described in the plan attached to the agreement between
the Lessee and the housing company or in the plan attached hereto which
was prepared by the Lessor, the details of which are as follows:
Location: Rosh Xxxx Area: approximately 8,262 m2
Registered block: 13953 Parcels: 57 (in part), 59 (in part),
62 (in part), 63 (in part), 65 (in part), 66 (in part), 67 (in
part), 68 (in part), 73 (in part)
Lot(s) No. 17, part 4, No. 117, No. 118, No. 119 part H
pursuant to Detailed Zoning Plan No. AG/MK/BT/191/003
"Date of Approval of the Transaction": the date on which the
transaction contemplated in this contract is approved by the Lessor's
management.
"Term of the Lease": 49 years, from the Date of Approval of the
Transaction, i.e., from September 15, 1998 until September 14, 2047.
"Additional Term of Lease": 49 years from the end of the Term of the
Lease.
"Purpose of the Lease": industry and crafts - high-tech plant.
"Construction Capacity": ___ % per floor, on 3 floors, totaling ___%,
constituting ___ rooms/units and amounting to 8,262.0 constructed m2.
"Rent":
Annual rent for the entire Term of the Lease, to be paid to
the Lessor in advance, such rent being capitalized according
to the Lessor's custom (hereinafter: "Capitalized Rent").
The capitalized usage fee deposited with the Lessor prior to
the signing of this lease contract, if any, shall be deemed as
payment of the Capitalized Rent.
"Basic Value of the Lot": NIS 946,100.91 (nine hundred forty six
thousand and one hundred NIS + 91 Ag.) as of the foregoing Date of
Approval of the Transaction.
"Basic Index": the latest consumer price index known on the foregoing
Date of Approval of the Transaction.
"Designation": industrial zone. And;
Whereas if the Lessee comprises more than one person or
corporation, the undertakings of the persons or
corporations constituting the Lessee shall be joint and
several, whereas their rights under this contract shall be
joint only; and
Whereas in addition to the following terms and conditions of the
lease contract, the following special conditions shall
apply:
The entrepreneur is aware that the recommendation of the Ministry of
Industry and Trade for an exemption from a tender provides that the
minimum main area for construction shall be 2,600 m2.
The construction of 2,600 m2 shall be deemed by the Administration as
the fulfillment of the terms and conditions of the development
agreement and shall enable the conversion thereof into the lease
contract.
All of the foregoing shall be in addition to the fulfillment of the
other terms and conditions of the transaction.
***
The allotment based on Plan B/BT/300 which enables maximum utilization
at the rate of 100% on 3 floors includes 20% for service areas. And;
Whereas in addition to the terms and conditions of the lease
contract published as aforesaid, special terms and
conditions and/or an addendum to the lease contract shall
apply at the time of parceling of the Lot, as specified
and attached hereunder,
The parties agree that the plan, the special terms and conditions and the
0addendum to the lease contract as aforesaid constitute an integral part of the
preamble and of the terms and conditions published as aforesaid.
In witness whereof, the parties have hereto set their hands:
[ Stamp of On Track Innovations Ltd. ]
The Lessor: The Lessee:
1. Name ..................................... 1. Name Xxxx Xxxxxx
Title .................................... I.D. 00587752-7
Signature ................................ Signature (-)
[ Stamp of On
Track Innovations
Ltd. ]
2. Name XXXXX XXX XXXXXX
Title DISTRICT TRANSACTION COMMISSIONER 2. Name Xxxx Xxxxxx
Signature (-) I.D. 054299573
Signature (-)
Certifier:
I, the undersigned, do hereby certify that I have identified the said Lessee by
identification papers presented to me, and that the Lessee has signed this
contract in my presence.
Name Xxxx Xxxxxx.. Title Attorney Verifier's signature (-)
[ Stamp of Xxxx Xxxxxx, Adv. ]
[ Text accompanying physical plan ]
Israel Land Administration
Northern District
Mapping and Surveying Department
================================================================================
Work No. 691/113
================================================================================
District: NORTH
Division: Z'FAT
Town / Village: ROSH XXXX
Local Council:
Regional Council:
Place: ROSH XXXX
Blocks: 13953 | | |
Parcels: 57, 59, 62, 63, 65-68, 73
Scale: 1:1250
Purpose of plan: ON TRACK INNOVATIONS LTD.
LOTS: 17/4, 117, 118, 119H
Area: 8,262 DUNAM
[ Stamp and signature of X. Xxxxxxxxxx, Certified Surveyor, License No. 423 [??
- unclear, hidden by signature], District Commissioner of Mapping and Surveying,
X.X.X. Northern District ]
[ Stamp and signature: Israel Land Administration, on behalf of the State, on
behalf of the Development Authority, on behalf of the Jewish National Fund ]
Comments:
1. The encircled numbers indicate parcels by block.
2. This plan is based on registered block map [unclear word] No. 13953.
This plan is based on plan for registration purposes No. _______
This plan is based on [unclear word] block map No. __________
This plan is based on aerial photo plan __________
This plan is based on detailed zoning plan No. Z/BT/300, effective (in
deposit) August 28, 1995.
This plan is based on a surveying plan by Certified Surveyor Pinkas and
Son No. 489 of January 13, 1994.
This plan is based on a measurement by the Mapping and Surveying
Department of the X.X.X. Northern District dated __________ Certified Surveyor
_________
3. The plan was drawn by Xxxx X. on September 27, 1995
Checked by __________ on ____________
4. Changes in the plan:
Change made on August 11, 1998 by Xxxx,
checked by ______________
Change made on July 30, 2001 by Tova,
checked by ______________
Change made on ____________ by ____,
checked by ______________
