Rental Agreement Made and entered in Jerusalem, on November 12, 2006
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Made and
entered in Jerusalem, on November 12, 2006
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Between:
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Xxxx
Tech (Jerusalem) Ltd.,
Company
I.D. 511868465
Of
0 Xxxxxx Xxxxxx, Xxxx Science Center,
Har
Hahotzvim, Jerusalem
(hereafter
"The Lessor") on one hand;
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and
between:
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BioCancell
Therapeutics Ltd.,
Company
I.D. 513597856
(hereafter
"The Lessee") on the other hand;
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Whereas
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1.
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The
Lessor entered a lease agreement with Israel Lands Administration on
August 24, 1997 (hereafter "The Lease Agreement"), which grants the Lessor
lease rights in an area of approximately 12,641 m2,
in plot No. 16, according to a detailed plan No. 3760; and in plots No. 3
and 4 according to detailed plan No. 3760a and in registered block 30241,
plots 31 (part thereof), 40 (part thereof) and in registered block 30243,
plots 22 (part thereof), 23 (part thereof), 24 (part thereof) in 0, Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxx (hereafter "The
Land");
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2.
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The
Lessor built on the Land a project for High Tech industries, to lease
and/or sell the majority of the units in the project;
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3.
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The
Lessee is interested in leasing from the Lessor and the Lessor is
interested in leasing rented premises in the project in unprotected
tenancy, all for the purpose of and under conditions detailed in this
agreement, provided that the Lessee enters an agreement with the Managing
Company as detailed in this agreement, in addition to this
agreement;
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Therefore,
the parties agreed, acknowledged and stated the following:
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1.
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Preamble
and headlines
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1.1
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The
preamble to this agreement and its annexes are an integral part thereof
and a condition of its conditions and the parties enter the agreement
between them according to the stipulations thereto.
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1.2
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Headlines
of the clauses of the agreement are included for convenience and
orientation purposes only and are not part of the agreement and shall not
be used to interpret it.
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2. Table of contents
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Clause
1
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Preamble
and Headlines
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Clause
2
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Table
of Contents
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Clause
3
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Annexes
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Clause
4
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Definitions
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Clause
5
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Non-payment
of Key Money and Non-Application of Tenants Protection
Law
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Clause
6
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Warranties
of the Lessee
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Clause
7
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Period
of the Lease and its Extension
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Clause
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The
Purpose of the Lease
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Clause
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Rent
and Payment terms
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Clause
10
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Parking
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Clause
11
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Project
Management and Fulfilling the Instructions of the
Articles
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Clause
12
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Maintenance
and Management of the Leased Premises
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Clause
13
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Licensing
and Licenses
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Clause
14
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Performing
Work in the Leased Premises
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Clause
15
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Additional
Fees Applied to the Lessee
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Clause
16
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Payment
of the Lessor Instead of the Lessee
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Clause
17
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Payment
Arrear
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Clause
18
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Prohibited
Transfer of Rights by the Lessee
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Clause
19
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Insurance
Policies of the Lessee
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Clause
20
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Insurance
Policies of the Lessor
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Clause
21
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Deposit,
Guarantees and Sureties
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Clause
22
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Changes
in and Additions to the Leased Premises by the Lessee
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Clause
23
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Responsibility
and Indemnification
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Clause
24
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Lien
or Pledge by the Lessor and/or the Managing Company
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Clause
25
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Vacating
the Leased Premises
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Clause
26
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Final
Settlement of the Accounts
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Clause
27
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Remedies
of the Lessor for a Breach of the Agreement by the
Lessee
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Clause
28
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Remedies
of the Lessee for a Breach of the Agreement by the Lessor [Application of
the Contracts Law (Remedies)]
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Clause
29
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General
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Clause
30
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Arbitration
and Jurisdiction
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Clause
31
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The
Concise Agreed Upon Agreement and Amendments of the
Agreement
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Clause
32
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Addresses
and Notices
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3.
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Annexed to the
Agreement
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The
following annexes are attached to the agreement and are an integral part
thereof
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Annex
A
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A
Scheme of the Leased Premises
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Annex
B
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Management
Agreement
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Annex
C
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Articles
of the Project
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Annex
D
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Changes
and Improvements of the Lessee
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Annex
E
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Certificate
of Insurance for Contractors Work
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Annex
F
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Certificate
of Insurance Policies of the Leased
Premises
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4.
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Definitions
The
following terms will have the following adjacent meaning in this
agreement, unless explicitly specified otherwise:
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4.1
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"The
Project" - an exclusive High Tech industries project built by the Lessor
on the land.
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4.2
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"Architect"
- the architect and/or the engineer of the building, appointed by the
Lessor.
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4.3
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"The
Leased Premises" - A unit in the project, in the third floor of the
southern tower, of an area of 213 m2
gross, according to the scheme attached hereto as Annex A and also a right
to use parking spaces, as detailed below in this agreement.
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4.4
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"The
Managing and Maintenance Company" - Mikdan-Tech Management Ltd., or any
other company appointed by the Lessor to manage and maintain the
project.
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4.5
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"Management
Agreement" - the Management Agreement attached to this agreement, as an
integral part thereof, marked as Annex B.
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4.6
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"Representative
Rate" for a certain day - the representative exchange rate of the US$, as
determined by the Bank of Israel on the last business day before payment
of any amount according to this agreement. If no representative rate is
determined for a certain period - the mean exchange rate of the checks and
transfers buying and selling rate determined by Bank Ha'poalim Ltd., for
that day shall serve as the representative rate. In any case, the
representative rate shall not be less than the representative rate in
force as at the date of executing this rental agreement.
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4.7
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"Dollar"
- means an amount in NIS according to the representative rate on the
actual payment date of the relevant amount, but no less than the known
representative rate on the execution date of this rental
agreement.
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5.
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Non-payment
of Key Money and Non-Application of Tenants Protection
Law
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5.1
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The
Lessee hereby declares and acknowledges that it knows that the building
was built after 1971 and that on the date that the Tenants Protection Law
(various stipulations) - 1968 came in force, it was not a tenant entitled
to hold the leased premises as a protected tenant and the leased premises
were not leased to any tenant in key money, therefore, according to the
instructions of the Protection Law (combined version) - 1972, this law and
any other law that replaces it or added to it shall not apply to the lease
of the leased premises and that the Lessee, the leased premises and the
subsequent lease are not and shall not be protected by the instructions of
the aforementioned laws.
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5.2
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The
Lessee hereby declares and acknowledges that the Lessee did not pay, does
not pay did not intend to pay, was not required to pay and did not
undertake to pay the Lessor any amount, directly or indirectly, in money
or equivalent, in respect with key money for the rental right in the
leased premises and that any repair and/or change made in the leased
premises, if any, shall be performed together with the current maintenance
and/or during adaptation of the leased premises to the needs of the Lessee
and there shall be no fundamental changes in the leased premises and/or
payment of key money, and upon vacating the leased premises, the Lessee
shall not be entitled to claim and/or receive any amount or benefit in
respect with key money or good
will.
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6.
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Warranties
and Commitments of the Parties
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6.1
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The
parties state that pursuant to executing this agreement, the Lessor turned
the leased premises over to the Lessee after painting and cleaning and the
Lessee states that it received the leased premises to its
satisfaction.
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6.2
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The
Lessor hereby states and warrants
that:
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6.2.1
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The
building in which the leased premises are located was built according to a
building permit issued for its building and that the authorized
authorities issues a certificate of consent to populate the
building.
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6.2.2
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A
lease agreement was entered with the administration, that conformed to all
terms and conditions of the lease contract and the Israel Lands
Administration has no cause whatsoever to cancel the lease
agreement.
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6.2.3
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The
land is free of any lien, pledge, debt, seizure, or rights of any third
party, except according to rental agreements with other
lessees.
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6.2.4
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No
law and/or other agreement and/or another cause prevents entering this
rental agreement with the Lessee.
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6.2.5
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Nothing
in the urban building scheme applied to the land prevents the operation of
a High Tech industry in the leased
premises.
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6.3
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The
Lessee states and warrants that:
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6.3.1
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He
saw the leased premises, inspected them and all factual and legal data
related to the premises, and subject to the truthfulness of the statements
and warrants of the Lessor and fulfillment of its duties under this
agreement, found the premises suited to its needs, and the Lessee hereby
waivers any claim of non-conformance to any matter related to the project
and to the leased premises, including possible use thereof, except a
concealed defect.
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6.3.2
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He
was notified that the Lessor invested considerably to plan the project
with due attention to every element used in its operation as High Tech
Industries project, according to advanced
concepts.
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6.3.3
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He
received the leased premises As Is, after the leased premises were painted
and cleaned by the Lessor and at its
expense.
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7.
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Period
of the Lease and its Extension
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7.1
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The
Lessor hereby leased to the Lessee and the Lessee hereby leases the leased
premises from the Lessor for a period of 24 months, starting on September
17, 2006 up to September 16, 2008.
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7.2
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It
is agreed that the area of the leased premises is 213 m2, consisting of
the floor area of the leased premises plus the full area of the exterior
walls and 50% of the area of the interior walls plus the relative part of
the areas for common use, at the rate of 15% of the areas of the floor and
walls thereof.
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7.3
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The
Lessee is entitled to give notice on the extension of the rental period
for an additional 12 months period from September 17, 2008 to September
16, 2009 (hereafter "The additional lease period"), subject to the terms
details in sub-section 7.4 below.
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7.4
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When
the Lessee gives notice on the extension of the lease period for the
additional lease period, the agreement shall be extended for the
additional lease period with the required changes, that, only after each
and every condition of the accumulated following conditions is
fulfilled:
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7.4.1
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The
Lessee delivered an advance written notice to the Lessor, notifying its
wish to extend the agreement for the additional lease period (hereafter
"The Advance Notice"), in a registered letter, delivered by a courier,
received by the Lessor up to 3 (three) months prior to the end of the
lease period according to this agreement, where receipt thereof was
approved by a clerk of the Lessor.
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7.4.2
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Up
to the date of the advance notice, the Lessee fulfilled all the terms of
this agreement to the letter and did not violate in any violation which is
a recurring violation and/or a fundamental violation and/or a violation of
a major clause of this agreement and/or any other violation that the
Lessee failed to correct, although required to do so by the
Lessor.
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7.4.3
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As
at the delivery date of the advance notice and also during the period up
to the end of the lease period according to this agreement (without an
extension), there will be no legal proceedings (including arbitration)
between the Lessor and the Lessee.
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7.5
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The
Lessee undertakes to notify the Lessor on its wish to rent the leased
premises for an additional period or end the lease relations in a
registered letter, at least 3 months prior to the end of the additional
lease period (if it chooses to extend the lease).
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7.6
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When
the Lessee notifies the Lessor on his wish to lease the leased premises
for an additional period after the additional lease period, the parties
shall negotiate the terms of the lease, including the rent and the parking
spaces, duration of the lease period, extension options, etc., and the
Lessee shall not have the right to claim that it is entitled to extend the
lease beyond the additional lease period provided by this
agreement.
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8.
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The
Purpose of the Lease
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8.1
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The
Lessee hereby leases the leased premises with the sole purpose of using it
to operate a Biotechnology business.
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8.2
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The
Lessee hereby undertakes that is shall not use and shall not allow the use
of the leased premises or any part thereof for any other purpose except
the lease purpose. To remove any doubt and without derogating the
generality of the aforementioned, the Lessee undertakes to operate only
his business in the leased premises and no other
business.
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8.3
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The
Lessee acknowledges that it knows that the Lessor is entitled to grant
and/or grants and/or will grant exclusivity for different purposes in the
project. The Lessor is also entitled to prevent use of the leased premises
in the project for different purposes, all to create an appropriate
balance of the businesses in the project, at the Lessor's discretion, as
will be from time to time. Granting exclusivity and/or preventing use from
other Lessees, shall be decided at the sole and absolute discretion of the
Lessor and the Lessee does not have and will not have any claims against
and demands from the Lessor on this matter, provided that the Lessor shall
not effect a change in the character of the project and that the rights of
the Lessee according to this agreement shall not be
affected.
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8.4
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The
Lessee states and warrants that is has the knowledge, experience and
ability to operate the leased premises as detailed in the purposes of the
lease, that it will operate the leased premises and maintain it with all
the equipment appropriately and as required by the instructions of any law
and that the leased premises were leased to the Lessee by the Lessor on
the basis of this statement, with due consideration of the obligation of
the Lessor to lease the project to industries of a certain type in a
certain quantity.
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8.5
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The
violation of any provision of the provisions of this clause consists a
material breach of the agreement.
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9.
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Rent
and Payment terms
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9.1
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In
payment of the rent for leasing the leased premises, which are the subject
of this agreement, the Lessee undertakes to pay the Lessor monthly rent in
the amount of $13 per 1 m2,
in the meaning of the dollar as construed in clause 2 above and a total of
$2,769.
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9.2
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In
addition to the rent, Value Added Tax (hereafter "VAT") shall apply to and
shall be paid by the Lessee in relation to the lease according to this
agreement at the rate in force on the actual payment date of the rent and
shall be paid to the Lessor 3 days prior to the date required by law for
paying VAT, against receipt of a legal invoice from the
Lessor.
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9.3
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The
Lessee shall pay the rent to the Lessor in advance for every three months
of lease with the addition of the legal VAT, starting from handing over
the premises, on the first day of the first month of every three lease
months, as aforementioned (for example, on January 1st,
April 1st,
etc.), through a bank standing order, linked to the CPI, payable directly
to the Lessor's account. Rent for the period from starting the lease up to
the first day of the nearest quarter shall be paid on the execution date
of this agreement.
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9.4
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The
violation of any provision of the provisions of this clause consists a
material breach of the
agreement.
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10.
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Parking
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10.1
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The
Lessor shall place at the service of the Lessee, for the lease period, and
if the Lessee extends the lease - even for the additional lease period, 6
marked parking spaces in the parking lot of the project, at the discretion
of the Lessor (hereafter "Parking Spaces"), provided that these spaces
shall be adjacent and as near as possible to the leased premises. 3
parking spaces will be placed at the service of the Lessee free of charge
and 3 additional parking spaces in return for an amount of $80 per month,
plus VAT for each parking space and a total of $240 per month plus
VAT.
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10.2
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The
Lessee acknowledges that it knows that the parking spaces are not part of
the leased premises, that the parking spaces will remain the property
owned by the Lessor and the Lessee is only granted the right to use the
parking spaces.
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10.3
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To
remove any doubt, it is clarified that the Lessee shall incur the cost of
the municipal rates applied (if applied) to all parking spaces it
received, either free of charge or against payment, as aforementioned, all
throughout the lease period, including the additional lease periods. To
remove any doubt, it is clarified that the Lessee shall incur payments of
the municipal tax for parking spaces, in addition to its share in the
managing expenses and all other payments applied to it according to this
agreement.
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10.4
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The
Lessee acknowledges that it knows that the parking arrangement will be
dictated by the Lessor and/or another party employed by the Lessor and/or
the managing company; and that this planning, including the location of
the parking spaces shall continue to be adjacent to each other and as near
as possible to the leased premises.
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10.5
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The
Lessor states and warrants that the Lessee shall receive free access and
exit to the parking spaces on all hours of the day and night, throughout
the year, except Yom Kippur (Day of
Atonement).
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11.
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Project
Management and Fulfilling the Instructions of the
Articles
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11.1
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The
Lessee acknowledges that it was advised about the contents of the Articles
of the Project, attached in its full version to this agreement as an
integral part thereof and marked as Annex C (hereafter in this agreement
"The Articles"). And the Lessee consents and hereby approves the Articles
and undertakes to act according to the Articles.
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11.2
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The
Lessee undertakes to fulfill in full all the provisions included in the
Articles and/or any provision, guideline, rules, permits and prohibitions
applied to or will be applied to the project from time to time, including
any amendment and/or change in the aforementioned or in the Articles, all
as determined from time to time at the sole discretion of the Lessor
and/or the managing company, provided that such new provisions
were
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brought
to the attention of the Lessee in writing, in advance, by the Lessor
and/or the managing company, provided that the Lessee's rights according
to this agreement and its reasonable options to fully benefit from and use
the leased premises shall not be affected (hereafter in this agreement
"Periodic Provisions").
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11.3
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The
Lessee undertakes to enter a management agreement with the managing
company and/or the Lessor, pursuant to executing this agreement. Despite
the provisions of the management agreement, it is explicitly agreed, that
the Lessee shall pay management fees in the amount of $3.35 per 1 m2
per month and a total of $713.55 per month plus VAT. The Lessee shall
continue to pay this amount of management fees whether the actual
management fees (management costs plus 15%) are higher or lower than this
amount. It is also agreed, that despite the provisions of the management
agreement, the Lessee will not be entitled to receive the invoices of the
managing company and approvals of the auditor of the managing company and
will not be entitled to study the documents of the managing
company.
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11.4
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It
is hereby agreed that violation of any commitment of the Lessee according
to the management agreement, as well as any provision of the periodic
provisions, will be also regarded for all intents and purposes as a breach
of this rental agreement and all the reliefs available to the Lessor in
respect with the breach of this agreement will
apply.
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12.
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Maintenance
and Management of the Leased Premises
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12.1
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The
Lessee undertakes to maintain the leased premises, including equipment
and/or installations with which the leased premises were equipped,
including equipment and/or installations which serve the leased premises,
installed outside the premises, in good repair and function and also at a
good level and quality, conforming to the character of the project. The
Lessee undertakes to avoid causing any damage or disruption to the leased
premises or any part thereof or any system of its systems and installation
of its installations (hereafter "The Damages") and repair at its expense,
in the shortest possible time under the circumstances, all damages caused
during the lease period (except exceptional damages, as defined below),
including all damages caused by the Lessee and/or by anyone acting on its
behalf and/or by visitors, clients, employees, workers and/or any other
person.
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12.2
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It
is hereby agreed that the Lessee is not responsible for a part of the
damages only (hereafter "Exceptional Damages"), detected during the lease
period, which will be damages caused by natural and reasonable wear or
constructional - fundamental damages in parts of the leased premises,
which the Lessor built, provided that the said damages will not occur in
any way as a result of an act or default of any person except the Lessor
or anyone acting on its behalf and that the Lessee or anyone acting on its
behalf did not perform any constructional work in that part of the leased
premises in which the exceptional damages were detected, which can cause
the said damages in reasonable and logical probability. It is agreed that
the Lessor shall be responsible for repairing
the
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exceptional
damages at its expense within a reasonable time under the circumstances
and the specific damages, that from the time on which the Lessee reports
to the Lessor in writing on the occurrence of the exceptional damages, and
subject to cooperation of the Lessee with the Lessor as far as required in
this case. It is also explicitly agreed hereby that in the event that
parties will disagree on this matter, the architect shall decide if the
detected damage is an exceptional damage and how and when it should be
repaired, all at the sole and absolute discretion of the architect that
will oblige the parties.
It
is agreed that the Lessee shall not be entitled to any compensation in
respect with loss of profits caused by the aforementioned special
damages.
The
Lessor, on its part undertakes to file a claim to the insurance company
which will insure the building and forward to the Lessee any amount
received from the insurance company for the said damages. If the damages
will affect several leased premises, the Lessor will divide the amounts
received from the insurance company among the tenants, at its
discretion.
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12.3
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Without
derogating from the generality of the aforementioned the Lessee undertakes
that the equipment, furniture and other installations and/or accessories
installed in the leased premises shall be at excellent level and quality,
compatible with the character of the project.
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12.4
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The
Lessee acknowledges that if it will not maintain the leased premises,
including the said equipment, furniture and other installations and/or
accessories installed in the leased premises and/or equipment and/or
installations that serve the leased premises and the installations outside
the boundaries of the leased premises at the level and quality specified
in this agreement and/or shall not repair the damages and the required
repairs in the leased premises and/or return the leased premises to the
Lessor in a condition that is not good and functional, except reasonable
wear, at the end of the lease period, the Lessor is entitled, but not
obliged to perform any repair and any actions it deems fit to repair the
damages and/or revert the condition to its former condition, at the
expense of the Lessee.
The
Lessor shall be entitled to access the leased premises to exercise its
aforementioned right in this clause, in coordination with the
Lessee.
Nevertheless,
is it hereby explicitly agreed that before taking any aforementioned
action by the Lessor, according to this sub-section, the Lessor will
notify its intention to the Lessee and allow it to repair the required
repairs to the satisfaction of the Lessor, all except repairs which
according to their nature or according to the management agreement are
repaired by the managing company or another third
party.
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12.5
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The
Lessee undertakes to fulfill and perform the provisions of any law applied
to the leased premises, its maintenance and use. The Lessee undertakes
that it shall not perform in the leased premises or any part thereof, or
related to it, any act that may be an obstacle or a nuisance or cause
other damage to the Lessor or to the project or to other tenants, or other
right holders in the project, or to any other third party and the Lessee
shall incur all consequences of violating these
obligations.
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12.6
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Signs
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12.6.1
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The
Lessee is committed not to hang any signs and/or posters on the facade of
the leased premises and/or on an exterior wall of the leased premises
and/or any exterior part of the project and/or in the interior spaces
and/or the exterior spaces of the project, including parking lots areas
and/or any other place in the project without the written advance consent
of the Lessor and/or the managing company. The Lessor and/or the managing
company are entitled to subject their consent for hanging any signs and
posters to conditions defining the size, quality, color and shape of the
sign and shall be entitled to deny permission for hanging signs and
posters based on reasonable causes and/or causes related to the quality of
the project and/or any other material cause. The signs shall be produced
by a signs producer employed specifically for this purpose by the managing
company.
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12.6.2
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The
Lessor hereby notifies that it consents to signs hanging under the
following terms:
In
the entrance to the building Atrium, signs identical to signs of other
tenants in the building, approved by the graphic designer of the building,
Xx. Xxxxx Xxxx, or whoever is appointed in his place by the Lessor. In the
exit from the elevator at the floor of the leased premises, signs to
direct the visitors of the Lessee to the leased premises, designed by the
graphic designer of the building, Xx. Xxxxx Xxxx, or whoever is appointed
in his place by the Lessor. The managing company incurs the expenses of
the signs production.
It
is agreed, that the said hanging of signs and/or posters shall be
performed only by the managing company (unless the latter shall permit the
Lessee to do it on its own, by an advance written letter). The Lessee
shall incur a fee applied, if applied, to the said
signs.
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12.6.3
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"Interior spaces" for the
purpose of this agreement, mean all the spaces within the boundaries of
the project, including, without derogating the generality of the
aforementioned, the additions and improvements added from time to time,
exterior and/or underground and/or other parking lots, roofs, passages,
entries and exits, internal streets, sidewalks, service rooms, loading and
offloading bays, elevators, stairs and any other space within the
boundaries of the project, open for the general public and/or which will
be open to that public and also the air raid shelters, except those parts
designated by the Lessor for leasing and/or were actually
leased.
"Exterior spaces" for the
purpose of this agreement, mean all the spaces outside the boundaries of
the project, adjacent to its, including, inter alia, roads and access
roads, sidewalks, traffic islands, gardens, lighting and
signs.
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The
Lessee undertakes to strictly maintain the cleanliness of the leased
premises and the project and the adjacent surrounding and operate its
business only within the leased premises. The Lessee undertakes that it
shall not place junk, crates, objects, movables and waste outside the
leased premises, including the service corridors and shall not cause any
obstacle and nuisance to anyone. The Lessee shall incur all the fines
charged by the municipal authorities and/or by State institutions, if
charged, in respect with violation of the provisions of this clause. In
the event that the Lessor is charged with the said fines due to acts or
defaults of the Lessee, the Lessee shall indemnify the Lessor for the full
amount of the said fines, including all reasonable expenses incurred by
the Lessor in relation to such fines. The Lessee undertakes to fulfill all
the provisions of the management agreement related to waste removal and
pay all the expenses and fines related to it.
The
Lessee undertakes to access the leased premises only through the fixed and
marked access roads, as determined by the Lessor. The Lessee undertakes to
get to the leased premises, using vehicles and transport means, only in
places designated for this purpose, as determined by the Lessor, and shall
not use vehicles, motorized or otherwise, which may affect and/or damage
the access roads or the roads to the project and to the parking lots which
serve it. The Lessee undertakes to fulfill any reasonable instruction
issued by the Lessor and/or the managing company in writing, from time to
time, on the subject of access to the leased premises and its
surrounding.
The
violation of any provision of the provisions of this clause consists a
material breach of the agreement.
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13.
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Licensing
and Licenses
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13.1
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The
Lessee declares that it verified in practice the conformance of the leased
premised to its needs and to the purpose of the lease and the ability to
obtain all the licenses, permits and approvals required by law to operate
the leased premises in accordance with the purposes of the lease, prior to
entering its signature on this agreement.
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13.2
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The
Lessee undertakes to obtain all the licenses and/or permits and/or
approvals required by law to operate and/or manage its business in the
leased premises, from any municipal and/or local and/or government and/or
other authority. The Lessee shall forward to the Lessor, upon its written
request on the matter, a copy of the said documents.
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13.3
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The
Lessee declares that the Lessor bears no responsibility towards the Lessee
for obtaining any of the said license and/or permit and/or
approval.
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13.4
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The
Lessee undertakes to ensure the renewal of any license and/or permit
and/or approval required for its business in the leased premises
throughout the lease period, to allow all work in the leased premises and
its operation to be conducted throughout the lease period and any
part
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- 12
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thereof
according to the provisions of any law, license, permit, approval,
instruction, regulation and order, issued from time to time by any
authorized authority, relating to the business operated in the leased
premises.
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13.5
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In
the event that an authorized authority stipulates terms for granting the
license, permit or approval required to operate the business of the Lessee
in the leased premises, to modify the leased premises, the Lessee
undertakes to request the written advance consent of the Lessor to perform
any required change. The Lessor is entitled to consent to the request or
deny it on reasonable grounds. In the event that the Lessor consented to
the request, the Lessee is entitled to perform the changes in the leased
premises only in accordance with the written conditions issued by the
Lessor, at the sole expense of the Lessee and the provisions of the
following Clause 14 shall apply.
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13.6
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In
the event that the Lessor denied the request and does not issue the
required license and/or the permit and/or the approval to operate the
business of the Lessee in the leased premises, the agreement shall be
cancelled and the Lessee shall be required to vacate the leased premises
from any person and object and return the keys of the leased premises to
the Lessor, all no later than three months after the Lessor notifies its
said denial.
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14.
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Performing
Work in the Leased Premises
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14.1
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The
Lessee is committed not to make any interior and/or exterior change in the
leased premises, not to add any addition, destroy or modify any part of
the leased premises and/or an installation of its installations and not
permit or allow any repair and/or change and/or addition and/or renovation
and/or destruction, all without the written advance consent of the Lessor.
The Lessor is entitled to consent to the Lessee's request or deny it on
reasonable grounds. The Lessor is entitled to prevent execution of any act
that is contrary to this clause and also to destroy and remove any change,
addition, renovation or repair performed contrary to this clause, all at
the expense of the Lessee.
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14.2
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In
the event of performing the aforementioned works, the Lessee shall insure
the works in insurance policies specified in Certificate of Insurance for
Contractors Work, Annex E to this agreement and shall present the
certificate on issuing the insurance polices, signed by the insurer, in
the version stipulated in Annex E, to the Lessor, prior to commencing
work.
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14.3
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The
Lessee shall incur the cost of repairing the leased premises and/or the
project and/or part thereof, as far as this repair is required by
performance of any works, performed by the Lessee, immediately after being
required to do so by the Lessor and/or the managing
company.
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14.4
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All
repairs and/or changes and/or additions and/or renovations and/or
improvements made by the Lessee in the leased premises, either with or
without the consent of the Lessor, and all the attached to the leased
premises (all these hereafter "The Changes"), shall be transferred at the
end of the lease period, including upon a change of tenants, to the
possession and ownership of the Lessor and the Lessee waivers any claim
and/or demand related to these changes. To remove any doubt, it is hereby
clarified that the Lessee shall not be entitled to any payment in respect
with the changes, however, in the event that the Lessor requires that the
Lessee reverts the condition to the original condition, as it was prior to
the execution of this agreement, all or part thereof, the Lessee shall
revert the condition to the former condition, all or part thereof, at its
expense, in accordance with the required by the Lessor and shall take hold
of those changes as defined above which the Lessor has no need for,
according to the Lessor's definition and shall leave the leased premised
empty of any person and object, except the changes that the Lessor wishes
to hold. To remove any doubt, it is hereby clarified explicitly, that the
Lessee shall be entitled to remove from the leased premises, all items
which are not permanently attached to the leased
premises.
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14.5
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The
Lessee undertakes to enable the Lessor and/or the managing company and/or
to whoever acts on their behalf, to enter the leased premises at any
reasonable day and time, to inspect the leased premises and/or show it to
other potential tenants and/or to perform in it, for it or for any other
part of the project, works and repairs of any kind and type. Including and
without derogating the generality of the aforementioned, technical
arrangements, piping, drainage, electricity, etc. Nothing in this clause
obliges the Lessor and/or the managing company to perform any action and
the Lessor and/or the managing company shall act to the best of their
ability to reduce any damage, if any, caused to the Lessee, to the barest
minimum, that the duration of the actions shall be as short as possible
and that the condition of the leased premises shall be reverted to its
previous condition upon completion of the works.
In
any case, it is clarified and agreed that the Lessee shall not be entitled
to any compensation in respect with inconvenience, loss of profit caused,
if caused, as a result of the aforementioned works and repairs performed
by the Lessor and/or the managing company, but shall be entitled to
compensation in respect with actual damages to the leased property, to
furniture and equipment.
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14.6
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The
violation of this clause consists a material breach of the rental
agreement.
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15.
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Additional
Fees Applied to the Lessee
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15.1
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The
Lessee shall incur all the taxes and expenses due for the lease period,
applied by force of its being the holder of the leased premises, as
detailed above, whether these exist at present or shall be applied in
future in respect with the lease period, and shall pay the related
amounts, whether the demand for payment is addressed or not addressed to
the Lessee, at the legal payment date and in the absence of such a date,
immediately upon receipt of the demand from the Lessor in
writing:
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- 14
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15.1.1
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Business
taxes, municipal taxes (including rates), government taxes and any other
tax resulting from holding the leased premises and/or from its lease
and/or use thereof and/or management and/or operation of a business in the
leased premises and any tax applied in respect with the lease and/or shall
be applied to the Lessee of the property separately from its Lessor and/or
owner, according to the custom. To remove any doubt, it is clarified that
the Lessee shall also incur municipal rate payments, if applied, due for
the parking spaces made available to the Lessee.
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15.1.2
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All
payments and other expenses due for the use of the leased premises and its
maintenance, including supply of water, electricity, fuel, telephone, gas,
etc.
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15.1.3
|
The
Lessee shall also incur, in addition to the aforementioned, municipal rate
taxes applied to the areas for common use of the project, according to its
relative share in the areas for common use of the project, calculated
according to the ratio between the area of the leased premises and the
total sum of all areas leased and/or designated for leasing in the project
(hereafter "The Relative Share of the Municipal Rates Payment"). To remove
any doubt, it is clarified that the said payment for the relative share of
the areas for common use are is included in the managing fees applied to
the Lessee according to this agreement and the management agreement
attached to this agreement.
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15.1.4
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The
Lessor is entitled to require the Lessee to enter an agreement with the
Municipality of Jerusalem, so that the charges for municipal rates in
respect with the leased premises (differentiated from the common areas)
shall be delivered directly to the Lessee and the Lessee shall incur it
directly and pay it on time.
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15.2
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The
Lessor undertakes to incur the taxes applied in respect with the leased
premises and which the Lessee is not obliged to incur, as detailed in
clause 15.1 above and in this agreement in general and shall pay them on
the due date.
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15.3
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The
Lessee, together with all other tenants in the project shall also incur
all the expenses related to the management and performance of all services
in the project in general, in accordance with the provisions of the
management agreement, Annex B to this agreement, which the Lessee shall
sign. To remove any doubt, it is clarified that the said payment for the
relative share of the expenses is include in the managing fees applied to
the Lessee in accordance with this agreement and the management agreement
attached as Annex B to this agreement.
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15.4
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The
Lessee undertakes to present to the Lessor, from time to time, upon the
Lessor's request, all the receipts and/or certificates proving that the
Lessee did pay on time all payments applied to it pursuant to this
agreement.
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- 15
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16.
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Payment
of the Lessor Instead of the Lessee
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The
Lessor is entitled to pay, for any reason, any payment, which applies to
the Lessee according to the provisions of this agreement, pursuant to
issuing an advance notice of 10 days and in this case the Lessee shall be
required to refund the Lessor for any amount it paid as aforementioned,
immediately upon the Lessor's first demand. Invoices of the Lessor on the
matter of the said payment shall consist proof of correctness
thereof.
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17.
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Payment
Arrear
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17.1
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In
the event that the payment arrear of the Lessee exceeds 10 days for any
amount due to the Lessor and/or the managing company according to this
agreement, the Lessee shall pay the Lessor and/or the managing company, as
the case may be, linkage differences to the dollar and also arrears
interest on the amount in arrear, at the rate charged by Bank Ha'Poalim
Ltd., for unapproved overdraft in a current loan account plus 0.1% per
month. The interest shall be calculated for the period from the date on
which the Lessee had to pay the amount in arrear and up to the actual
payment date. Nevertheless, payment arrear out of the control of the
Lessee (e.g., bank strikes, etc.) shall not be regarded as arrear and the
said arrears interest shall not be calculated for it.
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17.2
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In
the event that the payment arrear relates to an amount paid by the Lessor
and/or the managing company instead of the Lessee, which the Lessee should
have paid to that third party, the aforementioned interest shall be
calculated for the period from the date on which the Lessor and/or the
managing company paid the amount in arrear to the third party and up to
the actual payment date by the Lessee. In the event that the Lessor and/or
the managing company paid interest or an arrear fine due to the payment
arrear of the Lessee, the interest and/or the arrear fine shall be
regarded as part of the principal of the debt which the Lessee must repay
to the Lessor and/or the managing company, as the case may
be.
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17.3
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In
the event that the Lessee was in payment arrear of any amount due to the
Lessor and/or the managing company in accordance with this agreement, any
amount paid by the Lessee shall be charged first on account of the
interest, then on account of linkage differences and finally on account of
the principal. In the event that the collection of the said amount was
performed through legal proceedings and involved expenses and/or attorney
fees charged to the Lessor and/or the managing company, any amount paid
shall be charged first on account of expenses and/or attorney fees and
then according to the aforementioned order.
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17.4
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Payment
of the interest pursuant to the provisions of this agreement does not
derogate the right of the Lessor and/or the managing company to any other
relief provided by this agreement and/or by any law, including, and
without derogating the generality of the aforementioned, eviction of the
leased premises and any other relief resulting from the breach of the
agreement by non-payment; receipt of the aforementioned interest shall not
be construed as a waiver on the part of the Lessor and/or the managing
company of any other relief and/or any effect on any right granted to them
by the agreement and/or any law.
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- 16
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17.5
|
Repeat
and/ or accrued arrear which does not arise from an act or a default of
the Lessee, that exceeds 10 (ten) business days, of any payment which the
Lessee must pay to the Lessor and/or the managing company pursuant to this
agreement shall be regarded as a material breach of this agreement, which
provides the Lessor with all the reliefs granted to it by this agreement
and by any law related to a material breach of the
agreement.
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18.
|
Prohibited
Transfer of Rights by the Lessee
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18.1
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The
Lessee undertakes hereby that it shall not endorse or transfer or give or
sell or rent (including sub-letting) or lease or pledge its rights
pursuant to this agreement, all or part thereof, to another or to others,
in any way, and shall not endorse or transfer or give or rent or lease the
leased premises, all or part thereof to another or to others, in any
way.
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18.2
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The
Lessee undertakes hereby that it shall not add as partner another or
others in the lease and/or the holding and/or the operation and/or the
management of the leased premises and shall not grant any person or
organization possession and/or permission to use the leased premises or
any part thereof, either as a permission holder against a reward or
without a reward, or in any other way. Nevertheless, the Lessee is
entitled to lease part of the leased premises (hereafter "Sub-Leased
Premises") in a sub-lease to one sub-lessee, after receiving the written
advance consent of the Lessor and the Lessor shall not deny its consent,
unless based on reasonable grounds and subject to the fact that the Lessee
shall undertake to fulfill all the following
conditions:
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18.2.1
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The
Lessee shall continue to warrant fulfillment of all its obligations
related to the sub-leased premises to the Lessor and to the managing
company, including commitments to pay rent and other payments and the
securities provided by the Lessee pursuant to this agreement shall remain
in force.
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18.2.2
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The
Lessee shall ensure that the sub-lessee will not make any changes in the
sub-leased premises, except works approved in writing, in advance, by the
Lessor. The Lessor shall not deny such an approval, unless based on
reasonable grounds.
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18.2.3
|
The
Lessee shall ensure that the sub-lessee vacates the sub-leased premises in
the event that the Lessee must vacate the leased premises pursuant to the
primary rental agreement.
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18.2.4
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The
Lessee shall ensure that the sub-lessee obtains and maintains all the
insurance policies required from the Lessee in respect with the sub-leased
premises pursuant to the primary rental agreement and that these insurance
policies or certificates certifying such insurance shall be submitted to
the Lessor at least 2 work days prior to the population of the sub-leased
premises. The Lessor shall be included in all insurance policies as an
additional beneficiary.
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- 17
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18.2.5
|
That
this agreement and also the management agreement shall be attached to the
sub-rental agreement and the sub-lessee will undertake in writing to
fulfill all the obligations applied to the Lessee, with changes required
by drawing the sub-rental agreement and without derogating the
aforementioned, that the sub-lessee shall undertake to vacate the
sub-leased premises whenever the Lessee vacates the leased premises and/or
will be required to vacate it.
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18.3
|
The
Lessee hereby undertakes that it shall not pledge its rights pursuant to
this agreement, shall not register its rights pursuant to this agreement
or in relation to it in the Land Registration office and/or the registrar
of pledges or in any other way, including registration of a caveat and/or
a pledge in relation to the aforementioned
rights.
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19.
|
Insurance
Policies of the Lessee
|
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19.1
|
Insurance
of Works
Insurance
of the Lessee's works, if and as far as the Lessee shall wish to perform
works in the leased premises not through the Lessor and/or the managing
company (hereafter in this section, these works are defined as "The Works"
or the "Contracting Works"), shall be made in the name of the Lessee, the
contractors and the sub-contractors (hereafter "The Insured") and shall
include the following insurance chapters, in the version of a policy for
contracting works that shall not be less than such insurance conditions or
equivalent in this type of policy:
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19.1.1
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Chapter 1 - Contracting
Works insurance, insuring the full value of all the works performed by the
Lessee and also investments, installation of equipment and contents or any
type, consisting an integral part of the project's works, renovations,
changes and additions made in the leased premises; against loss and/or
damage during the construction, installation and commissioning. The
chapter shall include an explicit expansion applied to the property in
which the work is performed and/or adjacent property, in a limit of
responsibility at the rate of 25% of the value of the insured works per
case and accumulated for the insurance period.
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19.1.2
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Chapter 2 - third party
liability insurance, for the legal liability of the insured to damage to
property and/or bodily injury to a third party, resulting from performance
of the aforementioned works and a limit of responsibility that shall not
exceed ten times the insurance amount specified in chapter 1 above, or
$1,000,000 (one million US$) per case and to the total of the insurance
period, according to the lowest, where the insurance does not limit
liability related to fire, explosion, flood, panic, lifting, devices,
off-loading and loading, faulty sanitary installations, poisoning,
vibrations, removal or weakening of a buttress or a support in a limit of
responsibility of $100,000 per event and accumulated for the insurance
period, a strike and a lockout, liability to or in respect with
sub-contractors and their employees and also recourse claims by the
National Insurance Institute.
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- 18
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This
chapter shall contain a cross liability clause, stipulating that the
insurance shall be considered as if made separately for each individual of
the insured.
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19.1.3
|
Chapter 3 - employer's
liability insurance, in respect with the liability of the insured
according to the Torts Law (new version) and/or the Defective Products
Liability - 1980, towards all those employed in performing the works in a
limit of responsibility of $5,000,000 per injured, case and the whole
insurance period. This chapter shall not include any limit applied to work
hours, contractors, sub-contractors and their employees and legal youth
employment.
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19.2
|
The
Lessee undertake to submit to the Lessor, without any request or
additional appeal from the Lessor, no later than seven days prior to the
works starting date in the leased premises, a certificate on insuring the
works under construction in accordance with the version of Certificate of
Insurance for Contractors Work, attached to this agreement and marked as
Annex E to this
agreement, consisting an integral part thereof, legally signed by the
insurer. The Lessee declares that it knows that the submission of the
aforementioned certificate of insurance is a preliminary suspending
condition for performing works in the leased premises and/or works
commencing date in the leased premises; and the Lessor is entitled to
prevent the Lessee from performing works in the leased premises and/or
delay the works commencing date in the leased premises in the event that
the said certificate will not be submitted to the Lessor by the Lessee
prior to the aforementioned date.
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19.3
|
Insurance
of the Leased Premises
Without
derogating the responsibility of the Lessee according to any law and/or
pursuant to the stipulations of this agreement, the Lessee undertake to
obtain, persist and maintain the following insurance policies (called
hereafter "Insurance of Leased premises") at its expense, in a legally
authorized, known insurance company, throughout the duration of this
agreement prior to handing the possession of the leased premises or prior
to the date of placing any property in the leased premises (except
property included in the insured works pursuant to clause 19.1
above);
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19.3.1
|
Insurance
of property owned and/or under the responsibility and/or held by the
Lessee, including the contents of the leased premises located inside
and/or outside the leased premises in the perimeter of the project and
also any change, improvement, renovation and addition to the leased
premises performed by the Lessee, furniture, equipment, installations and
inventories of any kind and type, in full replacement value thereof and or
reinstatement of the property with new property, against loss or damage
due to fire, smoke, lightening, explosion, earthquake, riots, strikes,
malicious damages, xxxxx, xxxxxxx, flood, fluids and splitting damages,
impact damages, aircraft damage and burglary (hereafter "Expanded Fire
Risks").
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- 19
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The
Lessee undertakes to update the insurance amounts for insurance made
pursuant to this clause from time to time, to reflect the updated value of
the property.
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19.3.2
|
Insuring
the legal liability to the Lessee towards a third party for any loss or
damage caused to the body and/or property of any person and/or a legal
entity and without derogating the generality of the aforementioned,
including loss or damage to the Lessor, to the managing company, to
employees, lessees, owners and other tenants in the project, in a limit of
responsibility of $1,000,000 (one million US$) per event and accumulated
for the insurance period. This insurance shall not be subject to any limit
of liability related to fire, explosion, flood, panic, lifting devices,
elevators, off-loading and loading, faulty sanitary installations,
poisoning, strike and lockout and also claims by the National Insurance
Institute; the insurance shall be expanded to indemnify the Lessor and/or
the managing company in a limit of responsibility of $100,000 per event
and accumulated for the insurance period, for bodily injury only and also
in respect with acts or defaults of the Lessee, all subject to a cross
liability clause, stipulating that the insurance shall be considered as if
made separately for each individual of the insured. To remove any doubt,
the policy shall be expanded to include cover in respect with property
under construction and/or destruction, as detailed in the relevant
insurance version.
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19.3.3
|
Employer's liability
insurance, in respect with the liability of the Lessee according to
the Torts Law (new version) and/or the Defective Products Liability -
1980, towards all those employed in performing the works in a limit of
responsibility of $5,000,000 case and accumulated for the whole insurance
period. This chapter shall not include any limit applied to work hours,
contractors, sub-contractors and their employees, baits and poisons and
also legal youth employment. The insurance shall be expanded to indemnify
the Lessor and/or the managing company in the event of a work
accident they will be considered as the employers of any of the Lessee's
employees.
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||
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19.4
|
Insurance
of the Leased Premises (including insurance of the Lessee's works in
accordance with the aforementioned stipulations of this agreement) shall
include an explicit condition stating that it precedes any insurance made
by the Lessor and or the managing company and that the insurer waivers any
demand to join the insurance policies of the Lessor and/or the managing
company and the insurer also waivers the right of subrogation against the
Lessor, the managing company, managers, their employees acting on their
behalf, except against any person who caused damage
maliciously.
The
insurer shall undertake that it shall not reduce and/or cancel the
policies, unless a written notice, delivered by registered mail is sent to
the Lessor, at least 60 days in
advance.
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- 20
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19.5
|
The
parties declare that none of the parties shall have any allegation and/or
demand and/or claim against the other party in respect with damage that
entitles them to indemnification or that they would have been entitled to
indemnification therefrom, if it were not for the deductible specified in
the policy of each of the parties, according to the said insurance
policies obtained by the parties, and they hereby exempt each other, their
managers and employees, from any liability to the said
damage.
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19.6
|
The
Lessee undertakes to submit to the Lessor, without any additional demand
from the Lessor, no later than 14 days prior to handing possession and as
a preliminary condition for receiving possession, a certificate on
insuring the leased premises in accordance with the version of Leased
Premises Insurance certificate, attached to this agreement and marked as
Annex F [please
send annexes] to this agreement, consisting an integral part thereof,
legally signed by the insurer.
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19.7
|
To
remove any doubt, it is clarified that failure to submit the
aforementioned insurance certificate on time shall not affect the
obligations of the Lessee pursuant to this agreement, including and
without derogating the generality of the aforesaid, any payment liability
applied to the Lessee and the Lessee undertakes to fulfill all its
obligations pursuant to this agreement even if it is prevented from
performing works and/or from receipt of the possession of the leased
premises due to failure to present the certificates on
time.
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19.8
|
The
Lessee undertakes to fulfill the conditions of the policies, pay the
insurance premiums and renew the leased premises insurance policies from
time to time as needed, to ensure valid insurance throughout the lease
period.
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19.9
|
The
Lessee undertakes to submit to the Lessor, no later than seven days prior
to the end of the insurance period of the leased premises, an insurance
certificate in accordance with the provisions of Annex E on the extension
of the insurance policies for an additional year or up to the end of the
lease period, according to the earliest. The Lessee undertakes to
repeatedly present the insurance certificate at the specified dates for
every insurance year and as long as this agreement is
valid.
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19.10
|
The
Lessor is entitled to review the aforementioned insurance certificates
provided by the Lessee and the Lessee undertakes to enter any change or
amendment required to adapt it to the obligations of the Lessee. The
Lessee declares and warrants that the Lessor's right of inspection related
to insurance certificates and its right to require the aforementioned
amendment of the insurance, does not require the Lessor or any party
acting on its behalf to assume any obligation and any responsibility for
reviewing the aforementioned insurance certificates and insurance
policies, nature, volume, validity or absence and it does not derogate any
obligation required from the Lessee pursuant to this agreement. At the
request of the Lessee, the Lessor shall allow the Lessee to study copies
of insurance policies made by the Lessor, as detailed in clause 20
below.
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19.11
|
Any
additional insurance made, if made, by the parties, at their discretion,
shall include a subrogation waiver clause towards each other and their
managers, employees and representatives and all other aforementioned
provisions on insurance shall apply with the required
amendments.
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19.12
|
The
parties undertake, throughout the lease period, to fulfill all the
requirements and provisions of the National Insurance law and all orders
and regulations regulates according to it, in a way that all their
employees and delegates, including incidental or temporary employees,
shall be entitled to all rights provided by this law and its related
provisions, at any time and throughout the period of this
agreement.
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19.13
|
To
remove any doubt, it is clarified that in the event that handing
possession of the leased premises to the Lessee is delayed, due to the
Lessee's failure to fulfill the provisions of the agreement, including
provisions relating to different insurance policies, the delay shall not
exempt the Lessee from all its obligations pursuant to this agreement
according to any law, as if the possession was handed on
time.
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19.14
|
The
Lessee undertakes that in the event that the Lessor and/or the managing
company and/or any other stake holders in the project are charged with
additional insurance premiums related to the leased premised and/or the
project, resulting from actions and/or defaults of the Lessee or anyone
acting on its behalf, the Lessee shall pay the Lessor and/or the managing
company and/or others, as the case may be, the said addition, immediately
upon their first demand.
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19.15
|
The
violation of any provision of the provisions of this clause consists a
material breach of the
agreement.
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20.
|
Insurance
Policies of the Lessor
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20.1
|
The
Lessor undertakes, on its own or through the managing company, to obtain
and maintain the following insurance policies (hereafter "Insurance of the
Project") in a legally authorized, known insurance company, throughout the
duration of the lease:
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20.1.1
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Insurance
of the building of the project and all its systems and attached and all
contents owned by and/or under the responsibility of the Lessor, except
any change, improvement, renovation and addition to the leased premises,
made and/or will be made by the Lessees and/or in their behalf which are
not performed by the Lessor and/or the managing company and/or their
representatives, at replacement value, against loss or damage due to
expanded fire risk and any other risk required at the discretion of the
Lessor.
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20.1.2
|
Loss
of rent and/or managing fees insurance due to damage caused to the leased
premises or destruction of the leased premises and/or prevented access to
and/or from the premises due to expanded "fire risk", except burglary
risks.
The
Lessee shall be exempt from paying rent and/or managing fees in those
cases for the duration of that period and at the same entitlement rate of
the Lessor and the managing company
to
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payment
of the rent and the management fees according to the said insurance or
would have been entitled were in not for the deductible stipulated in the
policy. It is also declared hereby that this clause is null and void in
the event that the cause for non-payment is failure to fulfill the
conditions of the policy.
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20.1.3
|
Third
party liability insurance, resulting from the ownership of the project and
from the maintenance of the project, including its adjacent public areas
for any damage to property and/or bodily injury to any person and/or legal
entity and without derogating the generality of the aforementioned,
including injury or damage to the other lessees and tenants in the
building and the guests of the project at a limit of responsibility that
shall not be less than $1,000,000 (one million US$) per event. This
insurance shall not be subject to any limit of liability related to fire,
explosion, flood, panic, lifting devices, elevators, off-loading and
loading, faulty sanitary installations, poisoning, strike and lockout and
also claims by the National Insurance Institute.
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20.1.4
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Employer's
liability insurance, in respect with the liability of the Lessor and the
managing company towards all those employed by them in a limit of
responsibility of no less than $5,000,000 per case, claimant and
accumulated for the whole insurance period. This insurance shall not
include any limit applied to work hours, contractors, sub-contractors and
their employees, baits and poisons and also legal youth employment. The
insurance shall be expanded to indemnify the Lessee in the event of a work
accident it will be considered as the employer of any of the employees of
the Lessor and/or the managing company.
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20.1.5
|
The
insurance policies of the project shall include a subrogation waiver
clause by the insurer against the Lessee, its managers, employees and
representatives except against any person who caused damage
maliciously.
To
remove any doubt, it is hereby agreed that in any case that the insurance
event is related to the actions of the Lessee and/or its employees and/or
its representative and/or possession of the leased premises it shall cause
payment of the deductible fees incurred by the Lessor or the managing
company and/or other tenants, than the Lessee shall incur the deductible
fees, as determined by the Lessor.
The
insurance policies of the Lessor and the managing company shall include a
clause of a waiver of the right of subrogation against the Lessee, its
managers, employees and those acting on their behalf, except against any
person who caused damage maliciously.
The
insurer shall undertake that it shall not reduce and/or cancel the
policies, unless a written notice, delivered by registered mail is sent to
the person in charge of insurance at the Lessor's company, at least 60
days in advance.
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The
Lessee declares that it knows that it is obliged to pay a relative part of
the insurance premium in respect with the insurance of the project and
that this payment shall be collected by the managing company, as part of
the project managing fees, as long as it is not decided otherwise by the
Lessor.
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21.
|
Deposit,
Guarantees and Sureties
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21.1
|
Upon
execution of this agreement, the Lessee shall pay the Lessor an amount
equal to lease fees for three months with the addition of VAT, and with an
amount equal to management fees for three months of lease with the
addition of VAT, totaling to an amount of $10,448 plus VAT (hereafter "The
Deposit"). The deposit shall be used to secure all payments and
liabilities of the Lessee to the Lessor pursuant to this agreement and/or
according to any law, including payments in respect with expenses incurred
by the Lessor as a result of a breach of this agreement by the Lessee,
compensations due from the Lessee to the Lessor, etc. The Lessor shall be
entitled to use some or part of the deposit money, including foreclosing,
offsetting and deducting from the deposit, amounts due to the Lessor from
the Lessee, all in the event that at the absolute discretion of the
Lessor, the Lessee shall violate one or more of the provisions of this
agreement, this after the Lessor gave the Lessee a chance to correct the
violation within 10 days from the demand of the Lessor.
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21.2
|
The
Lessee is entitled to deposit with the Lessor a bank guarantee linked to
the Dollar, instead of the deposit, at an equal amount to the amount of
the deposit (hereafter "The Guarantee"). The guaranty shall be valid up to
60 days after the end of the lease period and shall be subject to the
provisions of clause 21.1 above, with the required
changes.
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21.3
|
Immediately
after completion of the final accounts settlement and fulfillment of all
the obligations of the Lessee pursuant to this agreement, the deposit or
the guaranty, as the case may be, shall be returned to the Lessee. In the
event that the Lessee shall deposit a deposit, the deposit shall be
returned with the addition of linkage to the CPI differences from its
actual payment date to the Lessor and up to the payment date to the
Lessee, all less any amount deducted from it in accordance with the rights
of the Lessor, as detailed in this agreement and subject to the
fulfillment of all the obligations of the Lessee pursuant to this
agreement. In the event that the Lessee shall deposit a bank guarantee and
the guarantee shall be exercised, the Lessor shall return to the Lessee
the amount of the exercised guarantee less any amount deducted from it in
accordance with the provisions of this agreement and with the addition of
linkage to the CPI differences from receipt of the money forfeiture date
up to the payment date to the Lessee.
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21.4
|
The
Lessee declares and warrants that the provision of the deposits and/or the
guarantees pursuant to this agreement and to forfeiture thereof by the
Lessor and/or the managing company does not consist a waiver and/or
impairment of any right of the Lessor and/or the
managing
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company,
including, without derogation of the generality of the aforementioned, to
any other relief granted to them by this agreement or according to any
law.
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|
22.
|
Changes
in and Additions to the Leased Premises by the Lessee
|
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22.1
|
The
Lessee declares that is knows that the Lessor is entitled to perform any
change or repair or addition to the project at its sole and absolute
discretion and as it deems fit from time to time, without requiring the
consent of the Lessee, provided that this does not cause unreasonable
disruption to the management of the leased premises according to the
purpose of the lease, under the circumstances.
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22.2
|
The
Lessee declares that it has no rights in the roof of the leased premises
and in any other area which is not part of the leased premises and that
the Lessor is entitled, at its sole and absolute discretion, to add and/or
build a floor and/or floors above and/or beneath the leased premises and
the project and/or increase areas in the project and/or perform any
construction and/or changes and/or addition works (hereafter "The Added
Areas") and also use of the added areas, without any limitation and
without requiring any consent of the Lessee, provided that this does not
cause unreasonable disruption to the management of the leased premises
according to the purpose of the lease, under the circumstances. The Lessor
shall be entitled to lease, sell, endorse and initiate any other action in
the added areas of the project and the Lessee undertakes to enable the
Lessor to conduct all the aforementioned actions, cooperate with the
Lessor as much as needed and avoid any disruption to the Lessor in any
way. The Lessor undertakes to perform all the said actions in a way that
shall not cause unreasonable disruption to the management of the leased
premises according to the purpose of the lease, under the
circumstances.
Subject
to the aforementioned agreements, the Lessee shall not have any complaint
or claim against the Lessor in respect with the added areas and any action
taken by the Lessor as aforementioned in relation to the added areas,
unless these caused damage to the leased premises and to its contents and
up to the total amount of these
damages.
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23.
|
Responsibility
and Indemnification
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23.1
|
The
Lessor and/or the managing company and whoever acts in their name or on
their behalf shall not be responsible, in any way, to any damage and/or
expense incurred by the Lessee and/or whoever acts on its behalf and/or to
its business and/or to its property, including, and without derogating the
generality of the provision, damage or loss caused by the entry of the
Lessor and/or the managing company or whoever acts on their behalf to the
leased premises for a purpose of the purposes detailed in this agreement,
unless the damage is caused due to the negligence of the Lessor or the
managing company or their employees towards the Lessee.
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23.2
|
To
remove any doubt and without derogating the aforementioned in clause 23.1
above, it is clarified that the Lessor and/or the managing company and
whoever acts in their name or on their behalf shall
not
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assume
any responsibility and/or any liability for any body injury and/or loss
and/or damage to property of any kind, incurred by the Lessee and/or its
employees and/or whoever acts on its behalf, including, and without
derogating the generality of the provision, by employees, agents,
contractors, clients, visitors and/or any other person present at the
leased premises or in another area held by the Lessee or the Lessor,
except under circumstances detailed in clause 23.1
above.
|
||
|
23.3
|
The
Lessee alone shall assume responsibility for all loss and/or damage and/or
expense caused to the leased premises and/or the project and/or to the
contents thereof and/or to any person and/or corporation and/or the Lessor
and/or the managing company and/or to whoever acts on their behalf and/or
to any third party, resulting from the operation of the business of the
Lessee in the leased premises and/or from its possession of and/or use of
the leased premises and/or from leasing it and/or by any action or default
of the Lessee or whoever acts on its behalf.
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|
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23.4
|
The
Lessee undertakes to compensate and/or indemnify the Lessor and/or the
managing company in respect with any damage and/or expense they are
committed to pay or forced to pay or paid in respect with any damage
and/or expense for which the Lessee is responsible pursuant to the
provisions of this agreement.
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23.5
|
The
Lessee undertakes to compensate and/or indemnify the Lessor and/or the
managing company in respect with any damage and/or expense they incur in
respect with a claim filed against them, a civil case or a criminal action
and due to the need to set a defense against such claims, insofar as this
claim results from the failure of the Lessee to fulfill its commitment
pursuant to this agreement or violation of the said commitment, including
any claim for damages or expenses for which the Lessee assumes
responsibility pursuant to the provisions of this agreement. The Lessor
shall update the Lessee soon after receiving notice of a such a claim
filed against it.
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|
24.
|
Lien
or Pledge by the Lessor and/or the Managing Company
|
|
|
24.1
|
The
Lessor or the managing company are entitled to pledge and/or lien and/or
endorse and/or sell and/or rent and/or lease and/or transfer this
agreement, all or part thereof and/or their rights according to it, all or
part thereof, to another or to others, in any way that the Lessor and/or
the managing company shall deem fit at their sole and absolute discretion
without requiring the consent of the Lessee, provided that the rights of
the Lessee in accordance with this agreement shall not be
impaired.
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|
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24.2
|
The
Lessee undertakes to assume and fulfill all the provisions of this
agreement towards whoever replaces the Lessor and/or the managing company,
if replaced, and the aforementioned pledge, lien, endorsement, sale, rent,
lease or transfer do not and shall not impair the rights of the Lessee in
accordance with this agreement, or to add to its commitments pursuant to
this agreement.
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|
|
24.3
|
The
Lessor and/or the managing company are entitled to pledge and/or lien
and/or transfer and/or endorse and/or sell and/or lease and/or rent their
rights in the project and/or in the parking lots, all or part
thereof
|
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and/or
dispose of them in any other way and also add as a partner any other party
or entity in the management and/or the ownership of the project as they
deem fit and at their sole and absolute discretion without requiring the
consent of the Lessee, provided that the rights of the Lessee in
accordance with this agreement shall not be impaired.
|
||
|
24.4
|
The
Lessee undertakes to accept any action that the Lessor and/or the managing
company shall perform according to clauses 24.1 and 24.3 above, if
any.
|
|
25.
|
Vacating
the Leased Premises
|
|
|
25.1
|
The
Lessee undertakes that immediately at the end of the lease period, or upon
cancellation of this agreement for any reason whatsoever, according to the
earliest (hereafter "Leased Premises Vacating Date"), it shall vacate the
leased premises and hand the possession thereof to the Lessor, where the
leased premises are free of any person and object which does not belong to
the Lessor, in a good, clean and functional condition as received, subject
to natural reasonable wear. The leased premises shall be handed to the
Lessor with any renovation, improvement, addition, change, repair of
installation permanently attached to the leased premises (except telephone
lines installed by the Lessee and at its expense) which shall become the
property of the Lessor, all even if these were installed and/or added by
the Lessee and at its expense, unless the Lessor demanded that the Lessee
shall vacate the said installation and addition from the leased premises,
all or part thereof, where the Lessee is committed to perform this demand
at its expense and revert the leased premises to its previous condition in
full or partially, all according to the instructions of the Lessor. It is
hereby clarified that the Lessee is entitled to remove from the leased
premises any equipment that is not permanently attached to the
premises.
To
remove any doubt, it is clarified that any object and/or equipment and/or
accessories and/or inventory which are not the property of the Lessor
pursuant to this agreement which are left behind in the leased premises
after the Lessee vacates it, shall become the property of the Lessor after
the premises are vacated and the Lessee waivers any complaint and/or
demand and/or claim in their respect.
|
|
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25.2
|
The
Lessee undertakes that in the event that it does not vacate the leased
premises in accordance with the provision of this clause above, it shall
pay the Lessor for the period from the leased premises vacating date and
the actual vacating date an amount that equals the double rent, for every
month or any part thereof, according to a daily calculation. The Lessee
declares that this amount was determined and agreed upon between the
parties as the fixed damages, agreed upon in advance evaluated by the
parties with discretion and in advance as the reasonable damages incurred
by the Lessor due to failure to vacate the leased premises on the leased
premises vacating date.
To
remove any doubt, the Lessee declares that nothing in this clause can
affect any right of the Lessor, including and without derogating the
generality of the provision, the right of the Lessor to exercise sureties
it received and the right of the Lessor to demand fulfillment of all
the
|
|
- 27
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|
obligations
of the Lessee pursuant to this agreement and no payment in accordance with
this clause releases the Lessee for the obligation to vacate the leased
premises.
|
||
|
25.3
|
The
Lessee declares and undertakes that in the event that it does not vacate
the leased premises in accordance with the provision of this clause above,
then the Lessor and/or the managing company shall be entitled, in addition
to reliefs available to them pursuant to the agreement and according to
any law, to demand from the Lessee all the amounts, payments, taxes,
liabilities, appropriate usage fees, expenses, losses and any other
payment for the period from the leased premises vacating date to the
actual vacating date, as if the lease period continued, all without
derogating the obligation of the Lessee to vacate the leased
premises.
|
|
|
25.4
|
To
remove any doubt, the Lessee declares that payment and/or receipt of
appropriate usage fees and/or payments in accordance with this clause do
not create leasing relations between the parties for the period after the
leased premises vacating date.
|
|
|
25.5
|
The
Lessee declares that in the event that it does not vacate the leased
premises on its own on the leased premises vacating date, the Lessor
and/or whoever acts on its behalf are entitled to enter the leased
premises and evict from it any person and object belonging or related to
the Lessee and/or serve it for its business, all according to the sole
absolute discretion of the Lessor.
|
|
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25.6
|
The
Lessor shall be entitled to perform the eviction is during 30 days prior
to the eviction of the Lessee, if the Lessee did not operate business in
the leased premises and did not pay rent during those 30 days and also did
not respond to notices sent to it within 10 days from the sending date. In
such a case, the Lessor shall be entitled to employ reasonable force
during the eviction, if needed and shall be entitled to handle the
property and equipment in the premises at its sole and absolute
discretion. The Lessor shall be entitled to vacate the property and
equipment to any place it deems fit and in such case, the Lessee shall be
charged with transportation fees, rent and storage, determined by the
Lessor at its sole and absolute discretion and the Lessee waivers in
advance any complaint about the total amount determined by the
Lessor.
|
|
26.
|
Final
Settlement of the Accounts
|
|
|
26.1
|
At
the end of the lease period or at the end of the additional lease period,
or upon cancellation of this agreement, for any reason, the Lessor and the
Lessee shall conduct a final settlement of the accounts (hereafter "Final
Accounts Settlement").
|
|
|
26.2
|
For
the final accounts settlement, the Lessee shall present to the Lessor, a
certificate from every municipal and/or government and/or other authority
and/or any other party to which the Lessee was obliged by this agreement
to pay different payments, directly or indirectly, proving that as of the
certificate date, the Lessee paid off all the payments for the lease
period, including principal and/or interest and/or linkage differences
and/or fines and/or any other debt for the said
period.
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26.3
|
A
condition for conducting a final accounts settlement and/or any other
payment by the Lessor afterwards, if any payment is due to the Lessee, is
vacating the leased premises on the leased premises vacating date by the
Lessee.
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|
|
26.4
|
The
parties shall act to complete the final accounts settlement no later than
90 (ninety) days from the aforementioned dates in this
clause.
|
|
27.
|
Remedies
of the Lessor for Violation of the Agreement by the
Lessee
|
|
|
27.1
|
The
parties declare that nothing in the provisions of this agreement shall
exhaust all the rights and remedies of the parties and/or the managing
company in respect with violation of the agreement by any of the parties
and this agreement does not impair or derogate any right or remedy granted
to the parties by this agreement and by any law.
|
|
|
27.2
|
The
parties undertake that in the event that any party violates all or part of
this agreement or any provision of its provisions and shall not correct
the violation within a reasonable time, indicated in the warning it
receives from the other party and/or if it breaches the agreement through
a material breach and does not correct the violation within 10 days from
the date on which it was require to correct it by the other party, the
other party shall be entitled to cancel the agreement. In the event that
the Lessee is the violator and the Lessor cancels the agreement, the
Lessee shall be required to vacate the premises within additional 14 days,
or on the date determined by the Lessor, if determined, without impairing
any right or other relief of the Lessor pursuant to this agreement and/or
according to any law.
|
|
|
27.3
|
In
any event where the Lessor shall be entitled to cancel the agreement,
either by force of the stipulations of the agreement or by force of any
law and conditions that enable the Lessor to vacate the leased premises,
detailed in clause 25.6 above, materialize, the Lessor shall be entitled
to immediately disconnect the leased premises from the telephone and/or
the communication network and/or the electricity and/or the water supply
and/or the air conditioning system, etc., all in addition or instead of
taking any other steps to which it is entitled by force of this agreement
and by force of any law.
The
Lessee does not and will not have any complaint and/or demand and/or claim
in respect with the disconnection and it waivers any of the aforementioned
complaint and/or demand and/or claim.
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|
|
27.4
|
The
Lessee declares that the Lessor shall be entitled to cancel this agreement
even when a decision is made (hereafter "The Decision") to liquidate the
Lessee or to appoint a liquidator, temporary or permanent receivers to the
Lessee, or upon the issue of a receivership order, or liquidation or
bankruptcy and/or freezing the proceedings against the Lessee, or when a
warrant of attachment is issued against the assets of the Lessee, all or
part thereof and the decision is not canceled within 20 (twenty) days from
its issue date. The Lessee undertakes to cancel the decision within 20
(twenty) days from its issue date. It is agreed that if the Lessee
continues to pay the rent and fulfills all its other obligations pursuant
to this agreement, than the 20 days period shall be replaced by a 90 days
period.
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|
- 29
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The
aforementioned does not derogate the right of any of the parties to file a
claim against the other in respect with an expected violation and also
receive any relief derived from it.
|
|
28.
|
Remedies
of the Lessee for Violation of the Agreement by the Lessor [Application of the Contracts
Law (Remedies)]
In
any event that any of the parties violates its obligations pursuant to
this agreement, all provisions and stipulations of the Contracts Law
(remedies for contract violation) - 1970 shall apply to this
violation.
|
|
29.
|
General
|
|
|
29.1
|
All
payments which the Lessee is required to pay the Lessor pursuant to this
agreement, shall be paid by the Lessee to the Lessor at the office of the
Lessor or at any other address in Israel, as the Lessor shall instruct the
Lessee from time to time, no later than 11:00 am.
|
|
|
29.2
|
Any
delay and/or waiting and/or lack of response, inaction, or failure to take
steps by the Lessor and/or by the Lessee and/or the managing company shall
not be construed in any way as a waiver of any right of their rights
pursuant to this agreement, including and without derogating the
generality of the provision, regarding prolonged or additional violation
of the other party, unless they explicitly waivers this right in
writing.
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|
|
30.
|
Arbitration
and Jurisdiction
It
is agreed by the parties that the courts in Tel Aviv and in Jerusalem
shall have exclusive authority to judge any claim related to this
agreement.
Upon
consent of the parties, the parties shall take mediation/compromise
proceedings prior to taking legal steps.
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31.
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The
Concise Agreed Upon Agreement and Amendments of the Agreement
To
remove any doubt, it is hereby agreed and clarified that any promise,
understanding, presentation, publication, negotiation or other exchange
between the parties or their representatives prior to the execution of
this agreement do not apply and only this agreement, summarizes all the
agreed upon between the parties and all the obligations of the parties in
all matters related to the agreement. Moreover any later amendment of this
agreement shall not apply, unless such an amendment is made in writing and
signed by the managing company and the Lessor.
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32.
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Addresses
and Notices
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32.1
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The
addresses of the parties for the purpose of this agreement are as stated
in the preamble to this agreement.
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32.2
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The
Lessee shall deliver a copy of any notice addressed to the Lessor to
Xxxxxxxxx - Xxxxxx, Attorneys, 00 Xxxxxx Xxx Xxxxxx, Xxxxx Xxx, 00000
(fax: 00-0000000), or to another address notified by the Lessor or the
attorneys.
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- 30
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32.3
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After
the beginning of the lease period, the address of the Lessee for the
purpose of the agreement shall be at the leased premises. In the event
that the Lessor changes its address, it shall advise the Lessee about its
new address and this address shall be used from then on as the address of
the Lessor for the purpose of the agreement.
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32.4
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Any
notice sent by a party to another in accordance with or in relation to
this agreement shall be posted by registered post or delivered by hand. A
notice delivered by hand shall be regarded as received by the addressee on
the actual delivery date; a notice posted by registered post at an Israeli
post office, legally stamped, shall be considered as received by the
addressee within 72 hours from the posting date at the post office; a
notice transmitted by fax shall be considered as delivered upon its
transmission, upon receiving a confirmation from the fax machine that the
notice was properly
transmitted.
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And
in witness thereof, the parties entered their signatures:
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______________________
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________________________
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The
Lessor
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The
Lessee
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Signature
Confirmation
I the
undersigned, Edan Azrati, attorney, hereby certify that Mr. Amir Hasidim and Xxx
Xxxxx, known to me in person, entered this agreement on behalf of the Lessee and
their signature obliges the Lessee for all intents and purposes
__________________
Edan
Azrati, Attorney
[legend
of page 26 from right to left as presented in the chart]
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Meeting
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Archive
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Office
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- 1
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Managing
Agreement
Annex
B to Rental Agreement (unprotected) on November 12, 2006
Made
and entered in Jerusalem, on November __, 2006
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Between:
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Mikdan
Tech Management Ltd.,
Company
I.D. 513168963
Of
0 Xxxxxx Xxxxxx,
Xxxxxxxxx
(hereafter
"The Managing Company") on one hand;
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and
between:
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BioCancell
Therapeutics Ltd.,
Company
I.D. 513597856
(hereafter
"The
Lessee") on
the other hand;
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Whereas
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Xxxx
Tech (Jerusalem) Ltd., built an exclusive building for High Tech
industries and offices on an area of approximately 20,000 m2
and parking lots over an area of approximately 19,000 m2,
in plot No. 16, according to a detailed plan No. 3760; and in plots No. 3
and 4 according to detailed plan No. 3760a and in registered block 30241,
plots 31 (part thereof), 40 (part thereof) and in registered block 30243,
plots 22 (part thereof), 23 (part thereof), 24 (part thereof) in 0, Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxx (hereafter "The Land") ("The Project" as
defined below);
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and
whereas
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The
Lessee entered a rental agreement with Xxxx Tech (Jerusalem) Ltd., ("The
Lessor" as defined below) to lease the leased premises, located in the
project from the Lessor ("Rental Agreement" and "Leased Premises", as
defined below);
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and
whereas
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Management
and performance of the services in the project ("The Services", as defined
below) are complex and require a trained, organizing and executing hand
that shall provide uniform conduct rules and a central management regime,
as required in a building of industry and offices of the type of the
project, the subject of this agreement;
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and
whereas
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The
management company undertook the management and performance of all the
services in the project and shall perform this task exclusively, on its
own and/or through other persons and/or parties, pursuant to the
provisions of this agreement;
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and
whereas
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The
Lessee consents that the said management and performance of the services
shall be performed by the managing company, pursuant to the provisions of
this agreement;
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and
whereas
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The
parties wish to regulate in this agreement, which is the management
agreement mentioned in the lease agreement, the mutual obligations and
rights of the parties on all matters related to the management and
performance of the services in the leased premises and in the
project;
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- 2
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Therefore,
the parties agreed, acknowledged and stated the following:
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1.
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Preamble,
Annexes and Table of Contents
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1.1
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The
preamble to this agreement and its annexes are an integral part thereof
and a condition of its conditions.
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1.2
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the
parties agree that despite the provisions of this agreement, the Lessee
shall pay management fees in the amount of $3.35 per 1 m2
gross per month and a total of $713.55 per month plus VAT. The Lessee
shall continue to pay this amount of management fees whether the actual
management fees (management costs plus 15%) are higher or lower than this
amount.
It
is also agreed, that despite the provisions of this agreement, the Lessee
shall not be entitled to receive the invoices of the managing company and
approvals of the auditor of the managing company and shall not be entitled
to study the documents of the managing company.
The
managing fees do not include air conditioning services provided after
20:00 (08:00 pm), for which the Lessee shall be charged with an additional
fee.
In
any event of a contradiction between the provisions of this clause 1.2 and
other provisions of the managing agreement, provisions of this clause 1.2
shall apply.
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1.3
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Table
of Contents
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Clause
1
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-
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Preamble
and Headlines
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Clause
2
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-
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Definitions
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Clause
3
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-
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Project
Management
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Clause
4
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-
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Duration
of the Agreement
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Clause
5
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-
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Obligations
of the Managing Company
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Clause
6
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-
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Obligations
of the Lessee
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Clause
7
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-
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Managing
Expenses
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Clause
8
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-
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Lessee
Participation in the Expenses
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Clause
9
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-
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Deposit
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Clause
10
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-
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Amortization
Fund
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Clause
11
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-
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Managing
Fees
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Clause
12
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-
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Payments
Mode and Date
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Clause
13
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-
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Accounting
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Clause
14
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-
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Instructions
and Procedures
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Clause
15
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-
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Signs
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Clause
16
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-
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Damages
and Repairs
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Clause
17
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-
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Violations
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Clause
18
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-
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Transfer
of Rights and Obligations
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Clause
19
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-
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Payments
Setoff and Charging
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Clause
20
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-
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Jurisdiction
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Clause
21
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-
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Waiver
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Clause
22
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-
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Arbitration
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Clause
23
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-
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Reliefs
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Clause
24
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-
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Miscellaneous
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- 3
-
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Clause
25
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-
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Stamps
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Clause
26
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-
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Notices
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2.
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Definitions
The
following terms will have the following adjacent meaning in this
agreement, unless explicitly specified otherwise:
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"The
Lessor"
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Xxxx
Tech (Jerusalem) Ltd., and/or its representatives according to the rental
agreement together and separately.
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"The
Project"
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The
building built on the land for the purpose of leasing and/or sale of
spaces for High Tech industries, offices and similar
purposes.
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"The
Leased Premises"
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As
defined in the rental agreement.
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"Rental
Agreement"
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The
agreement between the Lessor and the Lessee, by which the Lessee leased
the leased premises from the Lessor and to which this agreement is
attached as an integral part in Annex B.
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"The
Holders"
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Whoever
buys and/or leases from the Lessor any area in the project or whoever acts
on their behalf upon consent of the Lessor and/or other stake holders in
the project, including the Lessor and the Lessee.
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"The
Areas"
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The
area or areas in the project and surrounding land designated by the Lessor
from time to time for the use of all the holders in the project and/or for
the common use of the public. To remove any doubt, it is hereby clarified
that the part of the project and/or the land designated and/or that will
be designated by the Lessor from time to time for lease and/or for sale
and/or for granting exclusive usage right to third parties shall not be
included in the common areas.
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"The
Facilities"
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All
the facilities and/or the equipment installed in the project by the Lessor
and/or the managing company and were designated by them from time to time
to be used by and/or serve all the holders in the project and/or part
thereof and/or the general public, including facilities and/or equipment
for heating, air conditioning, electricity, water, drainage, sewage, all
escalators, elevators, all the piping, the installation, plumbing for
waste and waste removal, signs, shelters and other facilities determined
by the Lessor and/or the managing company, except all equipment installed
within the leased premises, including, inter alia, the elevator,
staircase, air conditioning units, sewage, electricity, etc., installed or
which shall be installed in the leased premises or for it, as
aforementioned, insofar as these shall be.
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"The
Services"
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Management,
operation, repair and maintenance of facilities, renovation and cleaning
thereof and also management, operation, repair, maintenance, renovation,
cleaning, gardening, upkeep, lighting, security and insurance of the areas
for common use and services and other actions and including additional
insurance policies which the managing company and/or the Lessor shall
choose to perform and/or obtain from time to time. To remove any doubt it
is hereby clarified and agreed that the "Services" as defined above, shall
not be provided within the commerce areas of the project, as defined
below, unless insofar as these shall be required to provide the services
related to the facilities and areas for common
use.
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- 4
-
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"Management
& Performance of the Services"
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Any
action performed by the managing company for managing and performing the
services at the center or any part thereof.
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"Commerce
Areas in the Project"
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Those
areas in the project currently designated or which shall be designated by
the Lessor from time to time, for lease and/or for sale and/or for
granting exclusive right to use them to third
parties.
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3.
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Project
Management
The
managing company hereby undertakes the management and performance of the
services in the project, as defined below in this agreement and the Lessee
hereby consents that the managing company shall exclusively manage and
perform the services, all according to the conditions of this
agreement.
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4.
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Duration
of the Agreement
This
agreement commences at the execution date of the lease period and ends on
the end of the lease period or the end of the additional lease period, if
any, or upon cancellation of the lease agreement.
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5.
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Obligations
of the Managing Company
The
managing company hereby undertakes as follows:
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5.1
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Perform
the actions and works related to managing and performing the services at
the highest professional level, appropriate to an exclusive High Tech
industries building, offices, etc., and the managing company undertakes
that it shall not deviate from the performance of the said actions and
works which serve the project.
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5.2
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Organize,
maintain and employ a staff of employees which shall include, at its
discretion: technical and professional employees, cleaning teams,
administrative employees, other employees as needed and determined by the
managing company, including managers, clerks, auditors, accountants,
attorneys, laborers, engineers, architects, consultants, etc. The managing
company shall also be entitled, at its discretion, to manage and perform
the services, all or part thereof, through contractors and/or
sub-contractors, or in any other way, provided that the services shall be
delivered at the high level, befitting an exclusive building of the type
of the project, which is the subject of this agreement and also maintain a
suitable office at the project or at any other appropriate site.
Performance of the services through contractors and/or sub-contractors,
and/or in any other way shall not release the managing company from its
responsibility for providing the services pursuant to this
agreement.
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5.3
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The
managing company, is entitled, at its discretion, to determine from time
to time the scope of the services, type and quality thereof and which part
of the services shall be provided to the project and/or to the holders,
delivery date of the services, frequency and mode of delivery, provided
that the project shall be managed at an adequate level, suited to the
managing level prior to the execution of this
agreement.
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- 5
-
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5.4
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Perform
current maintenance of facilities and areas for common use, including
current repairs, renovation, upkeep and cleaning.
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5.5
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To
remove any doubt and without derogating the generality of the services
definition according to this agreement, it is hereby clarified that the
services shall include the following actions as well:
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5.5.1
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Installation
of joint signs in the project.
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5.5.2
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Obtaining
insurance policies for the project and/or the facilities and/or the areas
for common use or any part thereof, including insurance of third party and
also insurance policies for employees and/or those engaged by the managing
company or whoever acts on its behalf, including contractors and
sub-contractors, all at the full and sole discretion of the managing
company.
It
is hereby explicitly agreed, that obtaining the insurance policies
detailed above in this clause, does not add in any way to the
responsibility of the managing company, beyond the provisions of this
agreement and/or the rental agreement and/or does not derogate the
obligations of the Lessee and its responsibility pursuant to the
aforementioned agreements.
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||
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5.5.3
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Payment
of municipal rates and government taxes applied to the areas for common
use and collection of the rent and the management fees from all the
tenants in the project, without derogating the provisions of clause 8
below.
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||
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5.5.4
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The
managing company shall be entitled, upon approval of the Lessor, to be
responsible for the operation of the parking lots in the project, all or
part thereof. In this case, the managing company shall be entitled to
determine the use and operation practices of the said parking lots and
also operate the parking lots in any form of payment, or free of charge,
all subject to the provisions of the rental agreement on the subject of
parking.
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||
|
5.6
|
Clause
5 and all its subsections is a principal part of the agreement and
violation of this clause or violation of any part thereof consists a
material breach of the
agreement.
|
||
|
6.
|
Obligations
of the Lessee
The
Lessee hereby declares and warrants the following:
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|
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6.1
|
To
be bound by an agreement only with the managing company in all matters
related to receiving the services, to pay the managing fees pursuant to
the provisions of this agreement and to pay all other payments applied to
it pursuant to this agreement. Without derogating the generality of this
provision, it is clarified that the participation of the Lessee in payment
of municipal rates applied to areas for common use shall be paid within
the managing fees and the Lessee shall not pay any additional amount in
respect with municipal rates applied to areas for common use, except
parking areas, if municipal tax shall be applied to these
areas.
|
|
- 6
-
|
6.2
|
Not
to take any action or service and/or perform, either on its own or through
another party, other than the managing company, any deed, action or
service that the managing company is entitled to perform pursuant to this
agreement or pursuant to the rental agreement, unless the managing company
agreed to it in advance and in writing, except emergencies, where it is
impossible to act as aforementioned through the managing
company.
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6.3
|
To
use the leased premises only for the purpose of the lease as agreed upon
in the rental agreement (hereafter "The Purpose of the Lease") and not use
it for any other purpose without obtaining the advance written consent of
the Lessor.
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6.4
|
That
the Lessee and its subordinates and/or its representatives or those acting
on its behalf shall obey all the instructions and demands of the managing
company, cooperate with it and help it in each case where such cooperation
or help shall be required to enable proper and efficient management and
performance of the services.
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6.5
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To
fulfill all its obligations derived from this agreement and from the
rental agreement.
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6.6
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Without
derogating the generality of the aforementioned, to pay payments it is
committed to pay the managing company pursuant to this agreement in full
and on time.
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|
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6.7
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To
enable the managing company and its authorized representatives to enter
the leased premises at reasonable hours, under the circumstances, to
perform acts of works related to management and performance of the
services pursuant to this agreement, where these actions or works shall be
performed either in relation to the leased premises or other commerce
areas in the project and/or in relation to areas of common use and/or
other parts of the project. Entry to the leased premises shall be effected
upon advance coordination with the Lessee, except in emergencies which do
not allow it.
Without
derogating the generality of the aforementioned, the managing company
shall be entitled, inter alia, to break open walls, floors, ceilings and
other parts of the leased premises, replace and repair piping, lines and
plumbing, connect to these lines, perform electrical works,
etc.
It
is hereby agreed explicitly, that subject to the provisions of the rental
agreement, the Lessee does not have and will not have any complaints or
claim against the managing company and/or the Lessor, on all matters
related to inconvenience and/or loss of profit caused to the Lessee or to
the leased premises as a result of the aforementioned works and repairs,
provided that the managing company shall not be negligent in performing
the works and actions and shall complete performance thereof within a
reasonable time and revert the condition of the leased premises to its
former condition.
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6.8
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To
operate its business in the leased premises according to the purpose of
the lease through proficient and professional staff, at the highest level,
where the expertise and behavior of the staff fits employees in an
exclusive project.
|
- 7
-
|
6.9
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To
maintain the cleanliness of the leased premises at all times. The Lessee
shall maintain the cleanliness of the interior area of the leased premises
at its expense. The Lessee itself, or whoever acts on its behalf or the
managing company shall clean the leased premises, as chosen by the Lessee.
In the event that the Lessee chooses to clean the interior of the leased
premises on its own, it shall notify its decision to the managing company
and shall be responsible for the cleaning and all subsequent operations,
including responsibility for possible damages and possible liability
insurance.
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6.10
|
To
assume responsibility for any damage and/or loss caused by negligence
and/or due to the breach of this agreement and/or according to the
instructions of any law, by the Lessee, or by its employees or whoever
acts on its behalf and/or whoever operates the business in the leased
premises, for the leased premises, for the project, for any third party
that enters the leased premises or enters the project and also for any
damage and/or loss caused by negligence and/or due to the breach of this
agreement by the Lessee to other holders, clients and visitors to the
project and/or to any third party, except damage caused to the project by
force majeure or hostilities. The Lessee undertakes to repair any
aforementioned damage and/or loss within a reasonable time after
occurrence thereof.
All
the repairs which the Lessee must perform as aforementioned, shall be
performed by the managing company only and/or whoever is determined by the
managing company, at the expense of the Lessee, unless repairs are very
minor. Receipts and/or invoices of the managing company, related to the
repair, a copy of which shall be forwarded to the Lessee shall be
acceptable to the Lessee and shell serve as proof of correctness
thereof.
In
addition to the aforementioned, it is hereby clarified that repairs in the
leased premises and/or in interior walls and/or acoustic ceilings and/or
in wall cupboards and doors thereof and replacement of floor carpeting
individually as far as the Lessee is obliged to repair and/or replace them
pursuant to the rental agreement, shall be performed by the managing
company, at the expense of the Lessee, in the event that the managing
company finds that performance of these actions is required and/or upon an
order from the Lessee. To remove any doubt, the Lessee undertakes to
perform the aforementioned repairs and maintenance in the leased premises,
only through the managing company. The Lessee shall pay for these services
the actual expenses of the managing company plus VAT at the legal rate.
Nevertheless, the provisions of this clause do not derogate the right of
the Lessee to perform repairs, interior changes and additions that do not
affect the exterior envelop of the building and/or its systems, on its
own, as provided by the rental agreement. The Lessee shall be entitled to
let into the leased premises contractors acting on its behalf to perform
permitted repairs, interior changes and additions, subject to the approval
of and coordination with the managing company. The managing company shall
not object to the identity of the contractors proposed by the Lessee,
unless on reasonable grounds.
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- 8
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6.11
|
The
Lessee declares and acknowledges that it does not and will not have any
complaint and/or claim against the Lessor and/or the managing company
and/or the holders and/or any other third party in relation with the
operation hours of other enterprises in the project and/or the entry and
exit arrangements from them and/or noises and/or any inconvenience and/or
other disruptions (hereafter "The Disruptions") which can be caused as
long as the disruptions are reasonably tolerable under the
circumstances.
In
the event that the Lessee has any complaint and/or claim in relation to
unreasonable disruptions, the Lessee undertakes that it shall not take any
steps or act on its own in any way and only address an aforementioned
complaint and/or a claim to the managing company. The managing company
shall investigate the complaint of the Lessee on the matter and shall
employ all reasonable means to resolve the complaint. In the event that
the managing company fails to handle the aforementioned disruption due to
immaterial reasons for an unreasonable time, under the circumstances, the
Lessee shall be entitled to act, reasonably under the circumstances and
according to any law to remove the disruption, all subject to the rental
agreement.
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|
|
6.12
|
It
is agreed that any violation of an obligation of the Lessee pursuant to
this agreement shall be also regarded for all intents and purposes as a
breach of the rental agreement and that both the managing company and the
Lessor shall be entitled, to all intents and purposes, to file a claim
against the Lessee in respect with the violation of the Lessee's
obligations related to each of these parties, either pursuant to this
agreement or the rental agreement, all subject to issuing a warning to
correct the violation, 30 days in advance.
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|
|
6.13
|
The
parties agree that in the event that the project is registered as a
co-operative house, if so registered, and/or in any other event of
establishing a representation of unit owners and/or tenants in the
project, the Lessee hereby appoints, by entering this agreement, each of
the board of directors of the managing company, as will be from time to
time, to attend and vote in its name and on its behalf throughout the
lease period and the additional lease period, if any, in every meeting of
owners and/or holders of the commerce areas in the project, in the event
that the project shall be registered as a co-operative house.
This power of attorney is irrevocable throughout the lease
period, including the additional lease period, since the rights of a third
party depend on it. The power of attorney relates to assemblies and/or
meetings related to the management and performance of the services as
defined above and to the execution of all the provisions of this
agreement. It is hereby clarified that the attorneys shall not be
entitled, upon attending and voting in the name and on behalf of the
Lessee, to oblige the Lessee to pay payments that deviate from payments
which the Lessee is required to pay pursuant to the provisions of this
agreement and/or amend all other conditions of this agreement and/or the
rental agreement.
|
- 9
-
|
6.14
|
The
Lessee agrees, that on all matters related to the management and
performance of the services in particular and to fulfillment of all the
provisions of this agreement in general, as long as this agreement is
valid, the board of directors of the managing company or whoever is
appointed by it shall act as the representative of the co-operative house,
in accordance with the Land Law. It is hereby clarified, that the board of
directors, in its role as the said representative of the co-operative
house shall not be entitled to oblige the Lessee to pay payments that
deviate from payments which the Lessee is required to pay pursuant to the
provisions of this agreement and/or amend all other conditions of this
agreement and/or the rental agreement.
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|
|
6.15
|
Clause
6 and all its subsections is a principal part of the agreement and
violation of this clause or violation of any part thereof consists a
material breach of the
agreement.
|
|
7.
|
Managing
Expenses
|
|
|
7.1
|
The
managing company shall expend all the expenses related to the management
and performance of the services or shall undertake payment thereof at the
expense of the holders (hereafter "The Expenses").
|
|
|
7.2
|
Without
derogating the generality of the provisions in sub-section 7.1 above, the
expenses shall include, inter alia, all expenses in respect of employing
and engaging employees, consultants and/or independent contractors and/or
sub-contractors and also expenses in respect with materials, tools, spare
parts, equipment for shelters, fire extinguishing, and facilities,
municipal rates for common areas (except parking areas), maintenance of
the managing company's office, if such an office is maintained,
differences resulting from linkage of amounts spent by the managing
company to the Dollar rate or to the CPI, as determined by the managing
company and expenses in respect with insurance policies, detailed in
clause 5.5 above.
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|
|
7.3
|
To
remove any doubt it is hereby declared that the fees of the CPA of the
managing company shall be regarded as an expense related to the management
and performance pursuant to this agreement and also in the event that the
managing company shall require legal services related to and for managing
and performing the services, it shall be entitled to engage an attorney(s)
to that purpose, at its choice and their fees and all other legal expenses
related to it shall be also regarded as expenses related to managing and
performing the services pursuant to this agreement. It is also clarified,
to remove any doubt, that the expenses shall also include expenses
incurred by preparations for and commissioning of the project, also
performed prior to the project opening date.
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|
|
7.4
|
The
managing company undertakes to ensure that its expenses, including
salaries and social benefits of its employees and/or fees of contractors
and/or sub-contractors it engages for managing and performing the services
shall be reasonable and conform to the
norm.
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|
- 10
-
|
7.5
|
It
is agreed that for the purpose of calculating the costs of the managing
fees, if calculation thereof is required, the area of an empty property
for the purpose of calculating its relative share in the joint property
shall be 60% only from its full
area.
|
|
8.
|
Lessee
Participation in the Expenses
|
|
|
8.1
|
The
Lessee undertakes to pay the managing fees in accordance with the
provisions of this agreement at the amount of $3.3 per 1 m2
gross plus VAT and a total of $713.55 per month plus
VAT.
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|
|
8.2
|
It
is clarified that the provisions of this clause shall not derogate the
obligation of the Lessee to incur any payment and/or expense which it is
obliged to incur in accordance with the rental agreement and/or pursuant
to this agreement.
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|
|
8.3
|
Expenses,
which in the opinion of the managing company are related to the management
and performance of the services provided especially to certain holders,
which such holders enjoy or may enjoy, shall be incurred only by those
holders who receive those special services, as determined by the managing
company, in accordance with a scale, drawn by the managing company and
approved by its CPA (hereafter "The Special Scale"). The special scale
shall also include, inter alia, considerations of the location of the
leased premises in the project, its total area and type of business
operated in it.
It
is clarified that this clause shall apply only in the event that the
Lessee shall request the managing company to provide special services, in
excess of the standard services and shall apply only to these additional
services.
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|
|
8.4
|
Clause
8 and all its subsections is a principal part of the agreement and
violation of this clause or violation of any part thereof consists a
material breach of the agreement.
|
|
|
9.
|
Deposit -
Canceled
|
|
|
10.
|
Amortization Fund -
Canceled
|
|
|
11.
|
Management Fees -
Canceled
|
|
|
12.
|
Payments
Mode and Date
|
|
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12.1
|
The
managing company shall send every month to the Lessee a monthly debit for
the management fees (hereafter "The Monthly Debit"). The Lessee shall pay
the managing company for the monthly debit within 7 days from receipt of
the monthly debit.
VAT
shall be added to these payment, paid together with the monthly debit. The
monthly debit shall be paid directly at the offices of the managing
company or deposited in the account of the managing company, as determined
by the managing company and according to an advance written notice
delivered to the Lessee specifying the account ID.
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|
|
12.2
|
Canceled.
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12.3
|
Canceled.
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- 11
-
|
12.4
|
Clause
12 and all its subsections is a principal part of the agreement and
violation of this clause or violation of any part thereof consists a
material breach of the
agreement.
|
|
13.
|
Accounting -
Canceled
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|
|
14.
|
Instructions
and Procedures
|
|
|
14.1
|
The
managing company shall be entitled to set and publish, from time to time,
instructions and procedures on all matters related to ensuring the
current, proper and organized management of the project, either by
amending the Articles or the periodic instructions (as defined in the
rental agreement) or in any other way (hereafter "The Instructions") and
also monitor, maintain and insist on fulfilling the instructions. The
instructions shall apply to the Lessee and the Lessee undertakes to
strictly fulfill the instructions without reservations and undertakes to
ensure that any party that shall operate the leased premises on its behalf
and/or in its place shall also fulfill the said instructions to the
letter.
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|
|
14.2
|
Without
derogating the generality of the aforementioned, the managing company
shall set procedures and instructions for operating the lighting,
including limitation of equipment and goods transportation in commonly
used areas, opening and closing hours of the areas for common use and/or
commerce areas in the project and/or part thereof, limitations and/or
prohibitions related to posting or presenting signs, including advertizing
signs in the project and/or outside the project and/or instructions on the
types of signs, including instructions requiring that all signs in the
project shall be uniform and/or instructions requiring businesses of
different types in the project to post uniform signs, all at the sole
discretion of the managing company.
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|
|
14.3
|
Without
derogating the generality of the aforementioned in this clause, it is
agreed that subject to prior coordination between the Lessee and the
managing company, the Lessor shall enable operation of the leased premises
during all 24 hours of the day and the systems of the leased premises
shall operate accordingly, to enable the Lessee to use the leased premises
in accordance with the purpose of the lease.
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|
|
14.4
|
The
Lessee shall incur all the expenses involved in the operation of the
systems of the leased premises, as aforementioned, including operation of
the air conditioning after 20:00 hours (8 pm) and provision of special
services to the Lessee for performing this clause. To remove any doubt, it
is clarified that the Lessee shall incur all the aforementioned expenses
in addition to its share in the managing fees and to all other payments it
is required to pay pursuant to this agreement and that the provisions of
sub-section 8.1 above shall not derogate its obligation to incur the
aforementioned expenses.
It
is clarified that the operation of the air conditioning system up to 20:00
hours (8 pm) is included in the managing
fees.
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|
- 12
-
|
15.
|
Signs
|
|
|
15.1
|
The
Lessee shall be entitled to advertise on its own the business it operates
in the leased premises and to post signs in the leased premises and in the
project, only after the managing company issues an advance written
approval of the mode, shape and location of the advertising and/or the
signs, at its sole discretion, all with the purpose of maintaining the
quality, uniqueness and level of the project, as specified in section 12.6
of the rental agreement.
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|
|
15.2
|
The
Lessee declares that it was notified of the intent of the managing company
to apply uniform signs throughout the project and/or any part thereof and
that it shall be obliged to incur and pay the expenses in this respect as
well, as determined by the managing
company.
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|
|
16.
|
Damages
and Repairs
|
|
|
16.1
|
The
managing company shall charge the Lessee for any reasonable expense
incurred during repair of damages of any kind and/or type, which the
Lessee is obliged to repair and/or incur the due payment, pursuant to this
agreement and in accordance with the rental agreement, after the Lessee
fails to repair the damages within 7 days of receiving a warning from the
managing company and/or from the Lessor on the subject, unless this is an
urgent damage that cannot be delayed.
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|
|
16.2
|
The
Lessee shall pay the repair expenses to the managing company within 3
business days from receiving the demand from the managing
company.
|
|
|
17.
|
Violations
|
||
|
17.1
|
In
the event that the Lessee shall be in arrear of any payment due from it to
the managing company pursuant to this agreement and/or shall violate any
other provision of this agreement or the rental agreement, regarded as a
material breach, the managing company shall be entitled, subject to a 30
(thirty) days advance notice, to take any of the following steps, without
derogating its right to any other relief pursuant to this agreement or
according to any law:
|
||
|
17.1.1
|
To
stop all or part of the management and performance of the services
provided to the Lessee.
|
||
|
17.1.2
|
To
link to the CPI any amount due from the Lessee pursuant to this agreement
which was not paid on time and in addition, collect interest on this
amount at the rate applied by Bank Ha'poalim Ltd., for unapproved
overdrafts in a current loan account from the date on which the Lessee had
to pay the amount in arrear and up to the actual payment
date.
|
||
|
17.1.3
|
Cancel
this agreement, all and/or part thereof.
|
||
|
17.2
|
Any
expense or payment applied to the managing company due to a breach of the
agreement by the Lessee or by whoever acts on its behalf and/or expended
to open legal proceedings against the Lessee, shall apply to the Lessee
and paid by the Lessee to the managing company upon its first demand,
subject to the decision issued by the first instance (either a court or an
arbitration).
|
||
- 13
-
|
17.3
|
Stopping
the service, as aforementioned in sub-section 17.1.1, and/or refusal, or
unwillingness of the Lessee to receive any service and/or the wish of the
Lessee to stop management and performance of the services, all or part
thereof, shall not release it from the obligation to participate in
services management and performance expenses pursuant to the provisions of
this agreement and from paying all other payments and liabilities applied
to it pursuant to this agreement.
|
|
|
17.4
|
A
breach of the rental agreement shall be considered for all intents and
purposes a breach of this agreement and the managing company shall cancel
this agreement in any event that the Lessee shall cancel the rental
agreement in accordance with the provisions of the rental
agreement.
|
|
18.
|
Transfer
of Rights and Obligations
|
|
|
18.1
|
The
managing company and/or the Lessor shall be entitled, at any time, to
transfer all their obligations and rights pursuant to this agreement, all
or part thereof, to any other person or other legal entity (hereafter "The
transferee"), provided that every transferee shall assume the execution of
all the aforementioned obligations to the Lessee in accordance with this
agreement and shall have the ability, knowledge and experience to execute
all the aforementioned obligations.
|
|
|
18.2
|
The
Lessee is prevented from transferring its rights pursuant to this
agreement, all or part thereof, and/or its obligations pursuant to this
agreement to another and/or to others, unless the Lessor gives its advance
written consent, subject to the provisions of the rental agreement. The
Lessor shall not object to the identity of the transferee on behalf of the
Lessee, unless it has reasonable
grounds.
|
|
|
19.
|
Payments
Setoff and Charging
|
|
|
19.1
|
Specified
amounts which the parties owe each other pursuant to this agreement shall
allow offsetting; unspecified amounts cannot be offset.
|
|
|
19.2
|
It
is hereby agreed that the managing company shall be entitled to charge any
amount received from the Lessee either to the credit of the Lessee or to
cover any debt of the Lessee, at its discretion and the Lessee shall not
be entitled to demand that the payment shall be charged against a certain
debt or part of any certain debt.
|
|
|
20.
|
Jurisdiction
|
|
Subject
to the provisions of clause 22 below, it is agreed by the parties that the
courts in Jerusalem and Tel Aviv shall have exclusive authority to judge
any claim related to this agreement.
|
|
|
21.
|
Waiver
|
|
No
waiver, assumption, failure to take action on time or granting extension
made by the managing company shall be construed as a waiver of its rights
in accordance with this agreement and shall not prevent it from filing any
claim.
|
- 14
-
|
22.
|
Reliefs
|
|
|
In
any event that any of the parties violates its obligations pursuant to
this agreement, all provisions and stipulations of the Contracts Law
(remedies for contract violation) - 1970 shall apply to this violation,
subject to the provisions of the rental agreement and this managing
agreement.
|
||
|
23.
|
Miscellaneous
|
|
|
23.1
|
Headlines
of the clauses of the agreement are included for convenience purposes only
and shall not be used to interpret it.
|
|
|
23.2
|
To
remove any doubt, it is hereby agreed and clarified that any promise,
understanding, presentation, publication, negotiation or other exchange
between the parties or their representatives prior to the execution of
this agreement do not apply and only this agreement, summarizes all the
agreed upon between the parties and all the obligations of the parties in
all matters related to this agreement. Moreover any later amendment of
this agreement shall not apply, unless such an amendment is made in
writing and signed by the managing company and the
Lessee.
|
|
|
23.3
|
This
agreement does not create relations of employee - employer, delegate -
delegator and/or a partnership between the managing company or whoever is
acting on its behalf and the Lessee or whoever is acting on its
behalf.
|
|
|
23.4
|
None
of the provisions of this agreement derogates in any way the obligations
of the Lessee or the obligations of the Lessor pursuant to the rental
agreement. Without derogating any provision of this agreement and of the
rental agreement, in any event of a contradiction between a stipulation of
this agreement and a stipulation of the rental agreement, the stipulation
of the rental agreement shall apply.
|
|
|
23.5
|
This
managing agreement shall remain in force as long as the rental agreement
shall remain in force, including during extension periods of the lease
pursuant to the rental agreement, if any and shall be cancelled
automatically upon the legal cancellation of the rental
agreement.
|
|
|
24
|
Notices
The
addresses of the parties for the purpose of this agreement are as stated
in the preamble to this agreement.
The
address of the Lessee for the purpose of the agreement shall be at the
leased premises.
Any
notice sent by a party to another by registered to the aforementioned
address, shall be considered as received by the addressee within 72 hours
from the posting date at the post office or immediately upon delivery in
person.
|
And
in witness thereof, the parties entered their signatures:
|
______________________
|
________________________
|
|
The
Managing Company
|
The
Lessee
|
- 1
-
Annex
C
Articles
of the Project for Business Owners and Users in the Project
The
following Articles include regulations, rules and instructions that apply to all
business owners and/or tenants in the project. Observing these included rules
and instructions is a material condition of the rental agreement between the
Lessor and the Lessee.
The
purpose of this Articles is to ensure the highest level and quality of business
management in the project. The need for uniform behavior rules is derived from
the management of the project as one complex, where the level and quality of the
business management in every leased premise has an immediate effect on the good
will of the project as an exclusive center for both High Tech industries and
offices and on the ability of every Lessee or other stake holder to utilize the
business potential in such a project to the maximum.
All terms
in these Articles shall have the meaning specified in the rental agreement.
Moreover, it is hereby agreed and clarified that these Articles do not derogate
the commitments of the Lessee in accordance with the rental agreement and only
adds on to these obligations.
|
1.
|
The
Lessee shall avoid performance of any act, operation or default which may
cause, in one way or another:
|
|
a.
|
Damage,
loss, or impact to the property of the Lessor, including interior and
exterior areas of the project.
|
|
|
b.
|
Risk
of bodily injury and/or damage to property of any person among the users
of the project, including every visitor or client coming from the general
public.
|
|
|
c.
|
Nuisance
or any other disruption of any type, including noise and/or any other
disruption and/or advertizing mode, which may disrupt other unit owners in
the project or the general public in any way.
|
|
|
d.
|
Without
derogating the generality of the Articles, the Lessee shall avoid making
any noise and/or generating unreasonable odors during the operation of its
business in the leased premises and shall not allow and/or enable others
to generate the aforementioned noise or odors from the leased
premises.
|
Upon the
demand of the Lessor and/or the managing company and/or whoever acts on their
behalf, the Lessee shall immediately stop and/or remove any act and correct any
default, which are, at the sole and absolute discretion of the Lessor and/or the
managing company, an obstacle and/or a nuisance to anyone.
In the
event that the Lessee fails to fulfill the demand of the Lessor and/or the
managing company after receiving a 7 days advance notice, any one of them is
entitled to act to stop/ remove the aforementioned obstacle and/or the nuisance
at the expense of the Lessee and use reasonable force and means to do so and the
Lessee shall not have any complaint about it.
- 2
-
|
2.
|
The
Lessee shall not hold any materials, goods, packaging, objects, tools,
equipment and facilities of any kind and type in the interior and exterior
areas of the project.
|
|
3.
|
The
Lessor and/or the managing company and/or whoever acts on their behalf are
entitled to remove without any early warning, any object, tool, equipment
or any other thing that shall be found outside the area of the leased
premises, which in their opinion poses a nuisance or an obstacle and
charge the Lessee with the expenses involved in removing the nuisance or
the obstacle, where the Lessor and/or the managing company shall not bear
any responsibility for the damages caused to that nuisance or obstacle or
for its fate.
|
|
4.
|
The
Lessee shall prevent any overloading in the area of the leased premises,
which may cause any damage to the leased premises.
|
|
5.
|
Opening
and closing hours of the leased premises shall be according to periodic
instructions included in the rental agreement, subject to the instructions
of any law and/or auxiliary municipal regulations.
|
|
6.
|
The
Lessee undertakes to maintain the leased premises in a neat, reasonably
clean, and pleasant condition.
|
|
7.
|
The
Lessee undertakes to leave emergency lighting on for all night duration,
daily, after closing hours.
|
|
8.
|
The
Lessee shall avoid destruction of faulty goods or any other object of any
type, by lighting a fire in the area of the project or in its surrounding,
or in any other way that may possibly disturb other users of the project
or anyone else.
|
|
9.
|
The
Lessee shall not leave any waste, garbage or unwanted object within the
perimeter of the project and shall remove all aforementioned waste or
garbage or unwanted objects only in accordance with the waste removal
method practiced in the project, as shall be published in the periodic
instructions.
In
the event that the local or municipal authority shall remove the waste
from the project, the Lessee shall pay its relative share in the expenses
involved in the aforementioned waste removal, without derogating any other
obligation of the Lessee pursuant to the rental agreement on the matter of
participation in the expenses of the project
operation.
|
|
______________________
|
________________________
|
|
The
Lessor
|
The
Lessee
|
Appendix no. 2 to the
Renting Agreement from
12.11.2006
Drawn
and Signed in Jerusalem on the 10th of
January 2008
Between:
Back-Tech (Jerusalem) Ltd.
(hereinafter:
“the renter” or “Back-Tech”)
First Party;
And:
Bio-Cancell Therapeutics Ltd.
(hereinafter:
“the tenant”)
Second Party;
Whereas on
12.11.2006 the renter and the tenant signed a renting agreement and a
management
agreement regarding the property in the Xxxx Science Center at Har Hozvim
in Jerusalem (hereinafter: “the agreement”);
and
whereas the
parties wish to amend the agreement as detailed in this appendix;
and
whereas the
parties wish to regularize the legal relations between them as detailed
below;
therefore, the partied
agreed as follows:
|
1.
|
General
|
|
1.1
|
The
terms detailed in this appendix will have the same meaning given to them
in the agreement unless a different meaning is specified in the
appendix.
|
|
1.2
|
The
remaining terms of the agreement will stand, except for those explicitly
changed in this appendix.
|
|
1.3
|
In
any case of contradiction between the provisions of this appendix and the
agreement, the appendix will be
preferred.
|
|
2.
|
The Tenant’s
Rent
|
|
2.1
|
During
the renting period according to the agreement starting from 1.1.08, the
tenant will pay the renter rent of the sum of 52 NIS a month for every
gross square meter rented, a total sum of 11,076 NIS a
month.
|
|
2.2
|
The
abovementioned sum will be paid with linkage differentials according to
any increase between the Consumer Price Index (hereinafter: “the CPI”) of
11/07, announced on 15.12.07 and the CPI as of the day of the payment, but
no less than the sum of 11,076 NIS.
|
|
3.
|
Management Fees and
the Management Company
|
|
3.1
|
It
is agreed that the management fee the tenant will pay the management
company starting from 1.1.08 will be 13.5 NIS per gross square meter a
month plus VAT, a total sum of 2,876 NIS a month plus VAT and plus linkage
differentials between CPI 11/07 announced on 15.12.07 and the CPI as of
the day of the actual payment, but no less than 2,876 NIS plus
VAT.
|
|
3.2
|
The
renter and/or the management company will be entitled to increase the
management fee every 24 months, providing the management fee does not
increase beyond the actual management costs, as detailed in the management
agreement, plus 15%.
|
|
4.
|
Parking
|
|
4.1
|
The
tenant will pay the renter for 3 parking spaces, as mentioned in section
10.1 of the agreement a sum of 320 NIS per space and a total of 960NIS
plus VAT.
|
|
4.2
|
All
of the provisions of the agreement will apply to the parking as
well.
|
|
5.
|
Bank
Guarantee
|
|
5.1
|
At
the time of the signing of this appendix, the tenant will replace the bank
guarantee submitted to the renter with an autonomous bank guarantee linked
to the CPI to which the provisions of section 21.1 of the agreement will
apply, with the required modifications (hereinafter: “the guarantee”). The
guarantee sum will be equal to three months worth of rent of the property
and the parking plus three months worth of management fees, plus VAT, a
total of 51,670 NIS.
|
|
5.2
|
If
the guarantee will be given for a period shorter than the renting period,
the tenant hereby submits an irrevocable order to the bank, providing the
guarantee (hereinafter: “the bank”), to extend the guarantee from time to
time, until the end of the renting
period.
|
|
5.3
|
The
tenant hereby empowers the renter with an irrevocable power of attorney,
to request that the bank extend the guarantee until the end of the renting
period or to impound the guarantee, if the bank does not extend
it.
|
|
5.4
|
The
remaining provisions of section 21 of the renting agreement will continue
to apply to the renting according to this appendix.
|
|
6.
|
VAT
|
VAT will
be added to every sum stated in this appendix, to be paid with the payment it is
added to and in accordance with the rate of VAT applied at the
time.
|
7.
|
Addresses and
Notification
|
The
addresses of the parties are detailed in the renting agreement and notifications
will be sent according to the provisions of the renting agreement.
And As evidence the parties
signed:
Back-Tech
(Jerusalem)
Ltd. BioCancell
Therapeutics Ltd.
I the
undersigned, ____ Adv. Hereby confirm that _____ ID ______ and ____ ID _____
signed this appendix and their signatures bind the company for any
matter.
Appendix no. 3 to the
Renting Agreement from
12.11.2006
Drawn
and Signed in Jerusalem on ____ 2008
Between:
Back-Tech (Jerusalem) Ltd.
(hereinafter:
“the renter” or “Back-Tech”)
First Party;
And:
Bio-Cancell Therapeutics Ltd.
(hereinafter:
“the tenant”)
Second Party;
|
Whereas
|
on
12.11.2006 the renter and the tenant signed a renting agreement
(hereinafter: “the renting agreement”) and a management agreement
regarding the property in the Xxxx Science Center at Har Hozvim in
Jerusalem the size of 213 square meters (hereinafter: “the property”),
modified in appendix 2 from 10.1.2008. The renting agreement with its
appendices will be hereinafter called: “the combined
agreement”;
|
and
whereas the
parties wish to extend the renting period, subject to the changes detailed
in this appendix;
and
whereas the
parties wish to change and/or add to the provisions of the combined agreement,
as detailed in this appendix;
and
whereas the
parties wish to regularize the legal relations between them as detailed
below;
Therefore, the partied
agreed as follows:
|
1.
|
General
|
|
1.1
|
The
terms detailed in this appendix will have the same meaning given to them
in the agreement unless a different meaning is specified in the
appendix.
|
|
1.2
|
The
remaining terms of the agreement will stand, except for those explicitly
changed in this appendix.
|
|
1.3
|
In
any case of contradiction between the provisions of this appendix and the
agreement, the appendix will be
preferred.
|
|
2.
|
Renting the property
for an additional period
|
The
tenant hereby rents from the renter and the renter hereby rents the property for
an additional period (hereinafter: “the additional period”) of 12 months from
17.9.08 and ending on 16.9.09.
|
3.
|
Rent for the
property
|
The
monthly rent fro the property will be as follows:
|
3.1
|
The
tenant will pay the renter a sum of 60 NIS a month for each gross square
meter in the additional period, a total sum of 12,780
NIS.
|
|
3.2
|
The
abovementioned sum will be paid with linkage differences according to any
increase between the Consumer Price Index (hereinafter: “the CPI”) of
6/08, announced on 15.7.08 and the CPI as of the day of the payment, but
no less than the sum of 12,780 NIS.
|
|
4.
|
Management Fees and
the Management Company
|
|
4.1
|
The
tenant declares that he is aware of the fact that the project management
company, as defined in the renting agreement and the management agreement
attached as appendix A to the renting agreement, is the Mikdan-Tech
Management Company Ltd., managing the project (hereinafter: “the
management company”), or whoever replaces the
company.
|
|
4.2
|
It
is agreed that the management fees the tenant will pay the management
company during the additional period will be 15.50 NIS per gross square
meter a month plus VAT, a total sum of 3,302 NIS a month plus VAT and plus
linkage differences between CPI 6/08 announced on 15.5.08 and the CPI as
of the day of the actual payment, but no less than 3,302 NIS plus
VAT.
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5.
|
Parking
|
|
5.1
|
The
tenant hereby rents six parking spaces in the project parking throughout
the entire renting period, 3 of which will be for the use of the tenant,
without any additional payment and for the 3 additional parking spaces the
tenant will pay the renter a sum of 380 NIS each and a total of 1080 NIS
plus VAT and plus linkage differences as mentioned in section 3.2 above,
but no less than the sum of 1,080 NIS plus
VAT.
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5.2
|
All
of the provisions of the agreement will apply to the parking as
well.
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6.
|
Bank
Guarantee
|
|
6.1
|
At
the time of the signing of this appendix, the tenant will submit a deposit
to the renter according to the provisions of section 21.1 of the agreement
or an autonomous bank guarantee linked to the CPI to which the provisions
of section 21.1 of the agreement will also apply, with the required
modifications (hereinafter: “the guarantee”). The deposit or guarantee sum
will be equal to three months worth of rent of the property and the
parking plus three months worth of management fees, plus VAT, a total of
59,466 NIS.
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6.2
|
If
the guarantee will be given for a period shorter than the renting period,
the tenant hereby submits an irrevocable order to the bank, providing the
guarantee (hereinafter: “the bank”), to extend the guarantee from time to
time, until the end of the renting
period.
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6.3
|
The
tenant hereby empowers the renter with an irrevocable power of attorney,
to request that the bank extend the guarantee until the end of the renting
period or to impound the guarantee, if the bank does not extend
it.
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6.4
|
The
remaining provisions of section 21 of the renting agreement will continue
to apply to the renting according to this appendix.
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7.
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Insurances
|
|
7.1
|
The
tenant undertakes to submit a “property insurance confirmation” to the
renter within 14 days from the date of the signing of this agreement, as
mentioned in section 20 of the renting
agreement.
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7.2
|
The
tenant undertakes to resubmit the abovementioned property insurance
confirmation to the renter in every additional year until the 20th
of December of each year for the year starting on the following January
1st,
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7.3
|
The
remaining provisions of section 20 of the renting agreement will continue
to apply to the property and the renting according to this
appendix
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8.
|
VAT
|
VAT will
be added to every sum stated in this appendix, to be paid with the payment it is
added to and in accordance with the rate of VAT applied at the
time.
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9.
|
Addresses and
Notification
|
The
addresses of the parties are detailed in the renting agreement and notifications
will be sent according to the provisions of the renting agreement.
And As evidence the parties
signed:
Back-Tech
(Jerusalem)
Ltd. BioCancell
Therapeutics Ltd.
I the
undersigned, ____ Adv. Hereby confirm that _____ ID ______ and ____ ID _____
signed this appendix and their signatures bind the company for any
matter.
