EXHIBIT 10.6
WAREHOUSE LEASE AGREEMENT
Concluded on 2nd May 1999 between the company Zisapel Properties (1992) Ltd. and
the company Klil & Xxxxxxx Properties (1992) Ltd. (hereinafter : "the Lessor"),
and RADVision (hereinafter : "the Lessee") herein represented by ______________.
1. "The Premises" - an area of 23 square metres on the 2ND basement level
of the building situate at 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx, as
marked on the diagram in ANNEX A together with covered parking bays
and open parking bays.
2. The Lessee leases the Premises from the Lessor with effect from 2nd
May 1999 (hereinafter : "the Date of Commencement of the Lease")
until 31st December 1999 (hereinafter : "the Initial Lease Period").
The Lessee shall have an option to extend the lease until 31st
December 2000, thereafter until and and thereafter until and
(each of the above periods of extension shall hereunder be called :
"the Option Period", the Initial Lease Period and each of the
Option Periods may also hereunder sometimes be called "the Lease
Period"). The Lessor shall give 60 days prior written notice to the
Lessee as to the exercise of the Option. During the Option Periods
all the conditions of this Agreement shall, MUTATIS MUTANDIS, apply.
Notwithstanding the foregoing provisions, the Lessee shall be
entitled to terminate the Lease Period prior to the expiration of
the Lease Period or any Option Period, if a substitute lessee is
found from within the RAD-Bynet Group and upon 90 days prior written
notice. Notwithstanding the foregoing, the Lessor shall have the
right to give notice to the Lessee as to termination of the lease at
any time and for any reason, upon 90 days prior written notice. In
any event the aggregate Lease Periods shall not exceed nine years
and eleven months.
3. The Lessee accepts the Premises in clean and good condition, meeting
its needs, including air conditioning, standard telephone extensions,
parallel telephone extensions, smart telephone extensions and
speakers (hereinafter : "the Basic Condition of the Premises").
4. Should the Lessee request that alterations be effected to the Premises
in a departure from the Basic Condition of the Premises, the Lessor
shall effect the same as set forth in ANNEX B. Should the Lessee leave
the property prior to the expiration of 4 years from the Date of
Commencement of the Lease, the Lessee shall refund to the Lessor the
cost of such alterations to the Premises as set forth in ANNEX B,
together with interest at 5% per annum reckoned from the date on which
such alterations were effected to date of actual payment. After
effecting
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such alterations as set out above, the Lessee shall not effect any
further alteration to the Premises (hereinafter : "Further
Alterations"), without the prior written consent of the Lessor. Should
the Lessee effect any Further Alterations as aforesaid - the Lessee
alone shall bear all the costs involved therein.
5. The monthly rental shall be as follows :
5.1 A sum in new Israeli shekels equal to US $ 10 per square metre
during the Initial Lease Period.
The rental shall be paid at such representative rate of
exchange of the dollar as shall be known on the date of actual
payment, together with value added tax.
5.2 In addition, in the first year the Lessee shall pay an amount
in new Israeli shekels equals to US $ per month for the
installation of an infrastructure for computers on the
Premises. Such payment shall be made in conjunction with the
rental as set forth in paragraph 6 hereunder.
5.3 In addition to the rental and to the payments set forth above,
the Lessee shall be responsible for all the amounts as set
forth in paragraphs 7 and 8 hereunder.
6. The rental shall be paid quarterly for three (3) months in advance on
the first day of each calendar month, or on the first business day next
following the first day of the month, should this day fall on a Sabbath
or Holiday. The first payment shall be on 1st July 1999 for the months
of May to September 1999, and with effect from the second payment, on
the first day of the month commencing on each annual quarter.
7. The Lessee shall be responsible for all the on-going payments
associated with the use of the Premises during the Lease Period,
including municipal assessment rates, accounts for water, electricity,
gas, telephone (including the cost of the extensions and the
installation thereof), maintenance and air conditioning. Debiting shall
be effected in the manner ordinarily applied by the RAD-Bynet Group
from time to time.
8. The Lessor shall provide management and maintenance services to the
structure in which the Premises are situate, subject to and as set
forth in the Management Agreement attached to this Agreement as ANNEX
C.
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When required to do so, the Lessee undertakes to enter into an
agreement with the Management Company for the entire Lease Period in
such form as shall be prescribed by the Lessor from time to time, and
to sign any revision or addendum thereto, and it shall be obliged to
comply with all its obligations in accordance with that agreement.
Failure to sign an agreement with the Management Company or any breach
of the agreement between the Lessee and the Management Company shall be
regarded as a breach of this Agreement on the part of the Lessee, and
it is expressly recorded that non payment of the management and
maintenance fee to the Lessor or to the Management Company as required
and on the due date thereof shall be deemed to be a fundamental breach
of this Agreement on the part of the Lessee. Furthermore, it is
recorded that the cleaning of the interior of the Premises is optional
and is not comprised within the services which the Lessee shall receive
from the Lessor or from the Management Company.
9. A delay of 3 or more months in any payment due by the Lessee under this
Agreement shall constitute a fundamental breach of this Agreement by
the Lessee and shall confer upon the Lessor the right to evict the
Lessee forthwith. Without prejudice to the Lessor's right to evict the
Lessee as aforesaid - this shall accord to the Lessor the right to
enforce such payment against the Lessee and inasmuch that the Lessee
may have failed to effect such payment on due date thereof, the Lessee
shall also be liable to pay to the Lessor arrears interest on the
amount in arrears at the Libor rate applicable at such time plus 3% per
month to date of actual payment. The receipt of the interest by the
Lessor shall be in addition to its rights under this Agreement and
under any law and the receipt thereof shall not be and shall not be
considered as any waiver of any rights accorded to it in pursuance of
this Agreement or under any law.
10. Upon the expiration of the Lease or Option Period or termination
thereof as defined in paragraph 2 above, as the case may be, the Lessee
undertakes to restore the Premises and the appurtenances therein to the
same condition as they had been received after effecting the
alterations to the Basic Condition of the Premises and prior to
carrying out any Further Alterations (if any), including re-painting
and cleaning as set forth in paragraph 3 above, save for normal wear
and tear resulting from ordinary and reasonable use or deterioration
caused to the Premises during the Lease Period, notwithstanding
ordinary and reasonable use by the Lessee or by a person on its behalf
or under its authority, or as a result of VIS MAJOR.
11. The Lessee shall be liable for damage caused as a result of the lease
and use of the Premises by it and/or by its agents and/or by its
invitees and/or by any person on its behalf. The Lessee shall repair
any damage as aforesaid in accordance with the Lessor's requirements.
12. The Lessee is an insured within the framework of the insurance held by
the RAD-Bynet Group and shall remain such an insured for the entire
Lease Period in such manner as is the Group's practice from time to
time.
13. The Lessee shall be entitled to transfer any part of its rights in and
to the Premises only to a sub-lessee within the RAD-Bynet Group
(hereinafter : "the Sub-Lessee"). In any event the Lessee shall
continue to be responsible for all its obligations under this Agreement
with respect to the whole area of the Premises as a guarantor for the
fulfilment by the Sub-Lessee of all the provisions of this Agreement.
14. [deleted]
15. Remarks :
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RADVISION LTD. ZISAPEL PROPERTIES (1992) KLIL & XXXXXXX PROPERTIES
LTD. (1992) LTD.
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The Lessee Zisapel Properties (1992) Ltd. Klil & Xxxxxxx Properties
(1992) Ltd.
Annex A
[Diagram of Premises]
ANNEX B
Schedule of the Works Required AN ESTIMATE OF THE COST (IT IS NECESSARY TO
to be Undertaken ATTACH PLANS AS REQUIRED BY THE LESSOR) OF THE
WORKS IN NEW ISRAELI SHEKELS / DOLLARS
Total amount of the Works ___________ new Israeli shekels / dollars
I confirm the Works and the cost thereof, as set forth in this Annex.
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Zisapel Properties(1992)Ltd. Klil & Xxxxxxx Properties The Lessee
ANNEX C
MANAGEMENT AND MAINTENANCE SERVICES
Subject to the Management Agreement available in the files at the principal
office of the Lessor.
AMENDMENT TO THE WAREHOUSE LEASE AGREEMENT DATED 2ND MAY 1999
Made and entered into at Tel Aviv on 1st December 1999
On 2nd May 1999 a lease agreement was entered into between Zisapel Properties
(1992) and the company Klil & Xxxxxxx Properties (1992) Ltd., and the company
RADVision Ltd for the lease of an area of 23 square metres ("the Lease
Agreement").
It is hereby agreed between the parties that the Lease Agreement be extended
until 31st August 2000.
None of the other provisions of the Agreement have been amended.
Zisapel Properties (1992)Ltd. RADVision Ltd.
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Zisapel Properties (1992) Ltd. Klil and Xxxxxxx Properties (1992) Ltd.
