UNPROTECTED TENANCY AGREEMENT Made at Kibbutz Alonim this 30th day of December 2008
Exhibit
10.18
REF:
F:/Sadot/PimiMarion/TenancyAgreement_KibbutzAlonim/BSR/17.3.09
[TRANSLATED
FROM THE HEBREW]
Made at
Kibbutz Alonim this 30th day of December 2008
BETWEEN: Kibbutz
Alonim
(hereinafter referred to
as “the Kibbutz” or “the Landlord”)
AND: Pimi
Xxxxxx Holdings Ltd. (Pimi Agro)
PC
513497123
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of
XX Xxx 000 Hozot Alonim
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Telephone:
000-0000000; Mobile 000-0000000; Fax:
00-0000000
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(hereinafter
referred to as “the Tenant”)
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WHEREAS the
Landlord is the exclusive owner of the rights in the structure of the premises
involved in this agreement having an area of 70 sq.m. and situated at the
Kibbutz (hereinafter referred to as “the premises”);
AND
WHEREAS the
Landlord wishes to let the premises to the Tenant for the term and on the
conditions set out in this agreement;
AND
WHEREAS the
Tenant wishes to rent the premises from the Landlord on a tenancy to which the
Tenants’ Protection Law will not apply and in accordance with the conditions of
this agreement.
NOW
THEREFORE IT IS WARRANTED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1.
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Introduction
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(a)
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The
recitals hereto constitute an integral part
hereof.
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(b)
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The
Kibbutz’s representative in all respects relating to this agreement shall
be the Kibbutz lettings manager and/or such person as from time to time
appointed for the purpose by the Kibbutz
management.
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(c)
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Any
previous agreement and/or memorandum of agreement made between the
parties, either in writing or orally, is hereby revoked, ex
abundanti cautela, without any mutual demand or
complaint.
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1
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(d)
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The
headings below are solely for the sake of convenience and shall not be
applied in the interpretation of the
clauses.
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2.
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The
Tenancy Terms
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The
Landlord hereby lets the premises to the Tenant and the Tenant hereby
rents them from the Landlord for a term of 12 + 12 months, namely until
31st December 2010, at which time this agreement and the relationship
between the parties shall come to an end and the Tenant shall be liable to
vacate the premises and return possession of them to the Landlord, unless
they first reach another signed, written agreement. The Tenant shall have
a right of first refusal to use the premises for one further term of 12
months, provided that the following conditions are fulfilled
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(a)
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The
Tenant shall give written notice thereof to the Landlord 60 days in
advance shortly before the end of the said
term.
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(b)
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The
Tenant shall have performed his obligations in accordance with this
agreement in full and on time.
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(c)
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The
premises and/or the site of the premises shall not then be needed by the
Kibbutz for purposes of construction and/or a real estate project or for
another use as determined by the Kibbutz in its
discretion.
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(d)
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No
written objection has been received from the regional council or the
Administration in respect of the use of the premises as defined in the
“object of the tenancy”.
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(e)
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The
monthly rent during the additional term of the tenancy shall be increased
by 5% in comparison with the rent during the previous term, and if the
option term is for several years, the rent shall be increased by 5% in
comparison with the previous year of the
tenancy.
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Non-Application
of the Tenants’ Protection Law
3.
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The
Tenant acknowledges that the premises are property that since 5728 was
vacant of any tenant entitled to occupy them and the Tenants’ Protection
Law (Consolidated Version), 5732-1978 shall not apply to the tenancy
herein and that he will not be protected under the Tenants’ Protection Law
and/or any other legislation now existing or enacted in the future
(hereinafter referred to as “the Tenants’ Protection
Law”).
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The
Tenant warrants that he has not made or undertaken to make any payment
whatsoever to the Landlord, either directly or indirectly, as key money or
any other benefit or payment for the tenancy of the premises, other than
the rent as set out below and he hereby waives in advance any demand for
the rent as set out below and he hereby waives in advance any demand for
key money or any other payment of any type whatsoever or for any amount
whatsoever. He acknowledges and agrees that the provisions of the Tenants’
Protection Law that deal with key money will not apply to the tenancy of
the premises.
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4.
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The
Object of the Tenancy
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The
object of the tenancy is solely for using the premises merely for the
office business of the Tenant.
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The
Tenant may not alter the object of the tenancy or use the premises
otherwise than in accordance with the object of the tenancy and no plea
shall therefore be admissible that it has been agreed to alter the object
of the tenancy, unless the same is done with the prior written consent of
the Landlord.
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5.
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The
Rent
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In
consideration for the tenancy of the premises the Tenant shall pay the
Landlord the shekel equivalent of
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NIS 2,100.0
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2
telephone lines
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NIS 43.3
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VAT
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NIS 332.2
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NIS 2,475.5
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2
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in
the manner and at the times following (hereinafter referred to as “the
rent”) -
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(a)
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The
first payment of the rent for three months shall be made on signing this
agreement.
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(b)
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The
rent shall be paid once monthly in
advance.
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(c)
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The
rent shall be subject to the addition of VAT at the rate thereof on the
date of payment. The Tenant shall be given a tax
invoice.
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(d)
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To
facilitate collection of the rent, the Tenant shall deposit with the
Landlord 12 cheques in the sum of NIS 2,475.5 each, maturing on the
second day of each month, as a condition for receiving a key to the
premises and possession of them being delivered to the Tenant as set out
in this agreement. The accounting in respect of rate differences shall be
made three-monthly and in accordance with the results of the accounting
the Tenant shall pay the Landlord the rate differences, plus
VAT and the Landlord shall issue a tax invoice to the Tenant in respect
thereof.
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(e)
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Rent
that is not paid to the Landlord on time shall become a liquidated debt.
In respect of a liquidated debt the Tenant shall be liable to pay the
Landlord interest at the maximum unauthorised overdraft rate then
prevailing at the bank 0.6%
per month, and a letter from that bank will constitute adequate
proof as to the interest rate.
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(f)
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To
secure payment of the rent, the Tenant shall on signing this agreement
give the Landlord a non-negotiable, undated, signed cheque to the order of
the Landlord in the sum of NIS 6,300, without
VAT.
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6.
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Delivering
Possession of the Premises to the
Tenant
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(a)
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Possession
of the premises shall be delivered / was delivered to the Tenant
on 1st January 2009 (in this agreement referred to as “the date of
delivering possession of the premises to the
Tenant”).
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(b)
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On
the date of delivering possession of the premises to the Tenant minutes
shall be prepared and signed by both parties detailing the state of the
premises.
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7.
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Absence
of Non-Conformity
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The
Tenant hereby confirms and declares that he has seen the premises and
examined them with the eyes of a tenant and he declares that he has
received the premises in satisfactory and clean condition and he
undertakes to return them to the Landlord in that condition and
consequently he neither has nor will have any complaint of non-conformity
of any type whatsoever.
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8.
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Additional
Payments / Additional Obligations of the
Tenant
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(a)
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The
Tenant shall bear all the expenses and payments deriving from his
possession of the site of the premises for which the occupier of property
is liable, including rates, levies and official fees as determined from
time to time by the regional council and every other payment required by
the regional council and/or the Administration and/or any other entity in
connection with the conduct of the business on the
premises.
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(b)
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The
Tenant may fit an appropriate direction sign in respect of his business on
the premises. The position, size and contents of such sign shall be
coordinated in advance with the Landlord and in the event that it is
necessary to pay sign charges in accordance with the requirement of the
local authority (sign tax), the Tenant shall bear the payment
thereof.
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(c)
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The
premises will be used all days of the
week.
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(d)
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The
Tenant shall, at his own expense, arrange for the cleaning of the premises
and their surroundings and for the removal of packages from the
yard.
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(e)
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It
is expressed that those working on the premises during the term of the
tenancy shall be solely the Tenant’s employees and that there is no labour
relationship between the Tenant and/or his employees and the
Kibbutz.
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3
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In
the event that the Kibbutz is nevertheless made liable for any payment
deriving from a determination with regard to the existence of a labour
relationship between them and the Kibbutz, the Tenant undertakes to
indemnity it for any such payment immediately on
demand.
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(f)
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The
Tenant shall avoid the creation of any nuisance and/or disturbance to the
Kibbutz, its members, its way of life and business and in that connection
he shall refrain from unreasonable noise, the creation of environmental
hazards, and he shall keep the premises and their surroundings clean and
bear the expenses of removing the waste caused due to the operation of his
business.
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9.
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Non-Transfer
of Rights
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(a)
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The
Tenant may in no event transfer his rights pursuant to this agreement or
any of them or the use or possession of the premises or any part of them,
either for or without consideration, for any part whatsoever of the term
of the tenancy, unless the Landlord’s prior written, express consent is
given thereto. For the avoidance of doubt, it is expressed that the
Kibbutz shall, in its discretion, not be liable to give its consent
thereto.
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(b)
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The
Tenant may not charge and/or pledge to any person or entity his rights in
the premises or his contractual rights under this agreement without
obtaining the Landlord’s prior written, express consent thereto. For the
avoidance of doubt, it is expressed that the Kibbutz shall, in its
discretion, not be liable to grant its consent
thereto.
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(c)
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The
Landlord may transfer its rights in the premises without needing the
Tenant’s consent, subject to the Tenant’s rights pursuant to this
agreement being preserved.
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10.
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Changes
Not to be Made to the
Premises
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(a)
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The
Tenant hereby undertakes not to do to or on the premises and/or their
fittings and/or the site of the premises any building and/or demolition
work whatsoever, including internal changes, without obtaining the
Landlord’s prior written, express consent thereto. For the avoidance of
doubt, it is expressed that the Landlord shall not be liable to grant its
consent thereto.
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In
the event that the Landlord does grant its consent, it may, in its
discretion, make it subject to conditions (for example the production of a
detailed, approved plan), including the
payment.
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In
any event, for the avoidance of doubt it is expressed that everything
involved in such building / demolition works as aforesaid shall
be done at the Tenant’s expense and risk, including everything involved in
obtaining permits in accordance with the
law.
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(b)
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Any
such modification and/or building work as aforesaid shall remain the sole
property of the Landlord, without the Tenant being able to require any
payment from the Landlord in respect thereof and/or make any assertion as
to the betterment of the premises. The Tenant may at no time visit
and/or demolish what he has built or altered but on vacation the Landlord
may require the Tenant to reinstate the premises (as regards what the
Tenant has built or altered) and the Tenant shall be liable to do so as
soon as possible at his own expense and
risk.
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11.
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Duty
to Safeguard and
Maintain
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(a)
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The
Tenant undertakes to keep the premises and to maintain them and all the
equipment and accessories throughout the term of the tenancy and to use
them carefully and reasonably.
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(b)
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The
Tenant shall at his own expense bear and repair without delay any damage,
harm or fault on the premises deriving from his use of the premises and
bring any damage, harm or fault as aforesaid that are of significance to
the knowledge of the Landlord. Should the Tenant not make such repair, the
Landlord may (but need not) in its discretion repair it at any time at the
Tenant’s expense in such way and through such workmen as the Landlord
deems fit, and an invoice signed by the person performing the repairs
shall serve as conclusive proof of the expense that the Tenant shall be
liable to pay and/or refund to the Landlord immediately on first demand,
and such an expense as aforesaid that has been incurred by the Landlord
shall be treated in the same way as the payment of
rent.
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4
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The
Landlord, for its part, shall at its own expense bear the expenses of
repairing structural damages or faults like a burst water pipe within the
walls or a burst within the walls, provided that they do not derive from
the Tenant’s use of the premises.
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12.
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Right
to Visit and Examine
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The
Landlord may, but need not, from time to time on reasonable notice, visit
the premises in order to verify the fulfilment of the Tenant’s duty duly
to maintain and safeguard them and to verify that the premises and their
fittings are in satisfactory condition and to verify that the Tenant is
indeed performing his obligations to the Landlord pursuant to this
agreement.
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In
addition, the Tenant undertakes to permit the Landlord or anyone acting on
its behalf to enter the premises and visit them in order to show them to
potential tenants or purchasers, provided that the same shall not
constitute an appreciable disturbance to the Tenant’s routine
work.
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13.
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Duty
to Vacate and Return
Possession
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The
Tenant hereby undertakes (in accordance with the provisions of this
agreement) to vacate the premises and return possession of them to the
Landlord, the premises being fit for immediate use (save for reasonable
and usual wear and tear deriving from the careful and reasonable use of
the premises).
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It
is hereby agreed between the parties that in addition to any other relief,
after the end of the term of the tenancy, either pursuant to this
agreement or due to its termination by the Landlord further to and as a
result of its breach by the Tenant, the Landlord may enter the premises,
seize possession of them and move anything belonging to the Tenant that is
found on the premises to any place of storage at the Tenant’s
expense.
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Without
prejudice to any right, remedy or relief available to the Landlord
pursuant to this agreement and/or by law, the Tenant shall pay the
Landlord $ 150 per day of delay in vacating the premises pursuant to
this agreement. The compensation has been estimated and agreed in advance
as reasonable, and the Tenant shall be precluded from making any complaint
in such respect.
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14.
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Act
or Omission - Duty to
Indemnify
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The
Tenant hereby undertakes to indemnify / compensate the Landlord
on first demand in respect of any payment and/or expense incurred by the
Landlord because of any claim, demand, order or judgment, if at all,
against the Landlord due to any act or omission of the Tenant in any
respect relating to the conduct of the Tenant’s business on the
premises.
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15.
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Insurance
Duty
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The
Tenant undertakes to insure the premises and the conduct of its business
in their real value against all risks, including fire, flood, burglary and
theft, and earthquake, employers’ insurance and insurance against causing
damage to third party persons and property, with a reliable insurance
company based in Israel. The Tenant hereby undertakes to purchase the
insurance and persist in payment of the necessary premium throughout the
term of the tenancy.
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The
Landlord (with cross liability with all its members and residents) shall
be specified in every such policy as an additional insured and/or a
beneficiary, both for the cover of its property interest in the premises
and for the avoidance of claims or subrogation by the insurance
company.
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A
copy of the policy / policies shall be furnished to the Landlord
by the Tenant within 15 days of the making of this agreement. In any
event, the Tenant undertakes to compensate the Landlord for any expense,
damage or loss caused to the premises, if not fully covered by the
insurance benefits. Insurance benefits that are paid in respect of an
insurance event due to property damage to the premises shall first be
applied for the repair and reinstatement of the
premises.
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In
addition, the Tenant undertakes to procure the addition to the insurance
policy of a clause relating to advance notice, according to which the
insurance company shall give advance notice to the Landlord of its
intention to cancel the insurance policy at least 30 days before doing so,
in written notice to be given by the insurance company to the Landlord by
registered mail.
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5
16.
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Fundamental
Breach
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(a)
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It
is agreed that each one of the following acts and/or omissions shall also
be regarded as a fundamental breach by the
Tenant:
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(1)
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failure
to pay rent on time, namely a default in excess of 15
days;
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(2)
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neglect
of the premises or carelessness in caring for
them;
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(3)
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not
repairing significant harm or damages to the
premises;
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(4)
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making
a change or addition to the premises that is not first agreed in writing
by the Landlord;
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(5)
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changing
the object of the premises’ use or delivering the use thereof to
others.
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(b)
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It
is hereby agreed that in the event that the Tenant breaches a fundamental
condition of this agreement as set out in the provisions of this
agreement, and such breach is not remedied by the Tenant within seven days
of notice thereof being sent to the Tenant, the Landlord shall be entitled
further to such fundamental breach to terminate the agreement, claim
vacation of the premises and exhaust all the relief vested in the Landlord
pursuant to the provisions of this agreement and/or the law vis-a-vis
the Tenant.
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(c)
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In
the event that the Tenant breaches a condition that is not fundamental to
this contract, if 30 days after being so required by the Landlord the
Tenant has not remedied the breach, the Landlord shall be entitled to
terminate the contract.
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(d)
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As
regards the provisions of this agreement, the date of termination pursuant
to the provisions of clauses 17(b) or 17(c) above shall be regarded as the
end of the term of the tenancy.
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(e)
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Notwithstanding
as aforesaid, the Kibbutz may also terminate the agreement forthwith in
each of the following cases:
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(1)
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in
the event that the Tenant has been declared bankrupt and/or a receivership
order has been awarded against him and/or an attachment of his assets has
been imposed and not removed within 30 days and/or in the event that a
provisional or permanent winding-up order has been awarded against the
Tenant and/or in the event that the creditor [sic] has entered into
proceedings for a suspension of proceedings and a creditors arrangement in
court;
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(2)
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in
the event that the Kibbutz is obliged to terminate the agreement by law,
such as in accordance with an order from a government entity and/or the
Israel Land Administration.
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17
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Waiver
and/or Forgiveness
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(a)
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An
extension, waiver or forgiveness by one party in favour of the other shall
be ineffective unless given in
writing.
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(b)
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An
extension, waiver or forgiveness in a particular case or matter shall not
be construed as a binding precedent in respect of any further or other
case or matter.
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(c)
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The
Landlord’s failure to enforce a right shall not per
se be construed as a waiver or forgiveness and the Tenant shall not
thereby be entitled to claim estoppel against the
Landlord.
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18.
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Notices
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(a)
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Notices
on any important or material matter relating to or deriving from this
agreement or the tenancy pursuant hereto shall be given in writing at the
address appearing in the heading hereto. Written notice shall be given of
any change of address.
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(b)
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Notice
by one party to the other that is posted by registered mail in accordance
with the address appearing below shall be regarded as given to the
addressee on the expiration of four days from being posted in
Israel:
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6
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the
Landlord - Kibbutz Alonim, MP Alonim
30040
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the
Tenant - during the term of the tenancy - XX Xxx 000, Xxxxx Xxxxxx; and
thereafter _______________.
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19.
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Payment
Not to be Set Off or
Withheld
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For
the avoidance of doubt, it is expressed that the Tenant shall make all the
payments owed by him by virtue of this agreement on time. The Tenant may
not set off or withhold any payment to the Landlord (thus, for example,
should the Tenant have any complaint, he shall first pay the Landlord and
then, after his complaint has been enquired into, should the Tenant be
found right, he will be credited
accordingly).
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20.
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Business
Licence and/or Permit According to
Law
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(a)
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The
Tenant shall at his own expense and in his own name procure and obtain all
the licences required for the operation of the business on the premises
and make every payment necessary to that end and he shall bear full
liability for not performing the conditions for the operation of the
business that are required by law, including fire extinguishing equipment,
the safety of the building etc. Without prejudice to the generality of the
aforegoing, the Tenant shall obtain all the licences and approvals for the
conduct of the business and produce them to the
Kibbutz.
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(b)
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It
is further hereby declared and agreed for the avoidance of doubt that the
Tenant is in any event precluded from making changes to the premises
contrary to any existing licence and/or without obtaining a suitable
licence from the appropriate and/or competent authorities. Should the
Tenant make any change whatsoever to the premises or their walls without a
licence or by changes cause damage to the building or engage there in a
business without a due permit, all the expenses, including fines,
compensation and court and other costs that are caused to the Landlord,
shall be borne by the Tenant, and the Tenant undertakes to pay them to the
Landlord within seven days of the Landlord’s first written demand. Should
the Landlord pay any amount to any authority in connection with the
aforegoing, the Tenant hereby undertakes to refund the amount to the
Landlord in accordance with receipts that it furnishes to the Tenant,
within seven days of the Landlord’s first written
demand.
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21.
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The
Requirement of
Writing
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Any
amendment, addendum or modification to this agreement shall require a
written document signed by both
parties.
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22.
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Collateral
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To
secure the performance of the Tenant’s obligations in accordance with this
agreement and for the purpose of compensating and indemnifying the
Landlord for any damages and losses occasioned to the Landlord due to a
breach of the agreement or any of its conditions, including causing damage
to the premises or its accessories and for collecting the payments for
which the Tenant is liable pursuant to this agreement and the compensation
in respect of not vacating the premises on time and also advocate’s
professional fees and court costs, the Tenant shall on signing this
agreement give the Landlord a promissory note as security in respect
whereof the following provisions shall apply
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(a)
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The
promissory note shall be to the order of the
Landlord.
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(b)
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The
promissory note shall be
“non-negotiable”.
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(c)
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The
date of its signature shall be specified thereon but not the date of its
maturity, and the Landlord may complete it accordingly when it falls
due.
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(d)
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The
promissory note shall be signed by the Tenant and two good guarantors to
the satisfaction of the Landlord.
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(e)
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The
promissory note shall be returned to the Tenant within 30 days of his
request after the end of the relationship involved in this agreement,
provided that a reasonable time has by then expired for examining whether
the Tenant has performed his obligations pursuant to this
agreement.
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(f)
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The
promissory note shall be in the sum of NIS ______, together with a
comment that it is linked to the consumer price
index.
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(g)
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In
addition, to secure the performance of all the Tenant’s obligations
pursuant to this agreement, the Tenant shall on signing this agreement
deposit with the Landlord an autonomous bank guarantee in the sum of
NIS ______, linked to the index, and effective until 30 days after
the term of the agreement. In the event of the term of the agreement being
extended and/or in the event that the guarantee is effective for less than
the term of the agreement, the Tenant authorises the Landlord to require
the bank to extend the term of the guarantee until 30 days after the term
of the agreement as aforesaid.
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On
expiration of the term of the agreement and the performance of all the
Tenant’s obligations pursuant hereto, the Landlord shall return the bank
guarantee to the Tenant.
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7
......................
EXTENSION
OF TENANCY AGREEMENT APPENDIX
Made at
_______________ this 1st day of January 2009
BETWEEN: Kibbutz
Alonim
(hereinafter
referred to as “the Landlord”)
of
the One Part
AND: ____________________of
_______________________
(hereinafter
referred to as “the Tenant”)
of
the Other Part
WHEREAS on
January 1, 2009 a tenancy agreement (hereinafter referred to as “the tenancy
agreement”) was made between the Landlord and the Tenant for a term expiring on
31st December 2008;
AND
WHEREAS at
the Tenant’s request the Landlord has agreed to extend the tenancy agreement for
an additional term, subject to the conditions of this appendix
below.
NOW
THEREFORE IT IS WARRANTED, PROVIDED AND AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1.
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This
appendix constitutes an integral part of the tenancy
agreement.
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2.
|
The
term of the tenancy pursuant to the tenancy agreement is hereby extended
for a term of a further 12 months, namely until 31st December 2009
(hereinafter referred to as “the extended term of the
tenancy”).
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3.
|
The
parties have surveyed the premises and agree that its area stands at
70 sq.m.
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4.
|
The
monthly rent during the extended term of the tenancy shall be NIS 35
for sq.m., plus VAT. In addition, the Tenant shall pay an amount in
accordance with the Bezeq tariff per month in respect of the two telephone
lines installed on the premises.
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5.
|
For
the avoidance of doubt, in addition to the rent the Tenant shall continue
to make all the payments and pay all the expenses deriving from his
possession of the premises as prescribed in the tenancy agreement,
including rates.
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6.
|
The
Tenant is granted an option to extend the extended term of the agreement
for a further 12 months (2010), subject to fulfilment of all the following
conditions -
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6.1
|
The
Tenant has given written notice to the Landlord of his desire to exercise
the option no later than 60 days prior to the end of the extended term of
the tenancy and given to the Kibbutz at that time 12 post-dated cheques
for the rent for the whole of 2010. Such notice as aforesaid shall be
binding as regards the Tenant and
irrevocable.
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6.2
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The
Tenant has performed all his obligations pursuant to the tenancy agreement
during the extended term of the tenancy, in full and on time, and in that
connection has borne all the payments for which he was liable in full and
on time.
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6.3
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The
premises are not needed by the Kibbutz for other
purposes.
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6.4
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The
Kibbutz has not received a demand from the local committee and/or the
Israel Land Administration to stop using the
premises.
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6.5
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The
monthly rent shall be revised during the option term and stand at
NIS 2,450, plus VAT (instead of NIS 2,100 during the extended
term of the tenancy).
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7.
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As
a condition for agreeing to the extension the Tenant shall deposit with
the Landlord 12 cheques equal to the aforegoing monthly payments, maturing
on the fifth day of each month starting from January
2009.
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8.
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All
the conditions of the tenancy agreement shall apply to the extended term
of the tenancy, other than the conditions expressly modified in this
appendix. For the avoidance of doubt, it is agreed that the collateral
given pursuant to the tenancy agreement shall also continue in force and
effect in respect of the extended term of the tenancy pursuant to this
appendix and insofar as they expire, they shall be renewed
forthwith.
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9.
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The
parties confirm that the Tenant’s debt to the Landlord on the date hereof
stands at NIS 3,059, plus current electricity. The Tenant undertakes
to discharge the said debt by 1st January
2009.
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10.
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The
Tenant declares that he has no claim, demand or complaint against the
Landlord in connection with the term of the tenancy to the date hereof and
that in any event the extension of the agreement is in discharge of any
such complaint by him.
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8
AS
WITNESS THE HANDS OF THE PARTIES
/s/
GUR
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/s/
Xxxxx Xxxxxxx
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The
Kibbutz
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The
Tenant
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9