Second Addendum to the Unprotected Rental Agreement Dated July 15, 2001
TRANSLATION
FOR CONVINIENCE
Second
Addendum to the Unprotected Rental Agreement Dated July 15,
2001
Made
and
executed in Raanana, February 7, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇ Ltd., Public Co. ▇▇-▇▇▇▇▇▇-▇
Of
▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇ Zone, Raanana
Tel:
▇▇-▇▇▇▇▇▇▇; Fax: ▇▇-▇▇▇▇▇▇▇
(Hereinafter
- “the
Lessor”)
First
Party
And
Wintegra
Ltd., Private Co. ▇▇-▇▇▇▇▇▇-▇
Of
▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ Center
Industrial
Zone, Raanana
Tel:
▇▇-▇▇▇▇▇▇▇, Fax: ▇▇-▇▇▇▇▇▇▇
(Hereinafter
- “the
Lessee”)
Second
Party
|
Whereas
|
the
Lessor and the Lessee are parties to an unprotected rental agreement
dated
July 15, 2001, including its various appendices, and an Addendum
to the
Agreement dated July 31, 2005, attached to this Addendum and constituting
an integral part thereof (hereinafter, jointly - “the
Rental Agreement”).
|
|
And
whereas
|
the
Lessee is interested in extending the Rental Period in the Premises,
and
in renting an additional area (as defined below) from the Lessor,
all in
accordance with the conditions of the Rental Agreement and of this
Addendum.
|
|
And
whereas
|
the
Parties are interested in recording these agreements in
writing.
|
|
Accordingly,
it has been declared, conditioned, and agreed as
follows:
|
|
|
Additional
Definitions
-
|
In
this Second Addendum, the following terms shall have the meaning
recorded
alongside:
|
|
“The
Premises” -
|
Offices
with an area of 1,199.00 sq.m. (one thousand one hundred and ninety
nine
sq.m.) situated on the third floor of the Building, defined as unit
number
C-3, and as part of unit number C-4, at ▇-▇ ▇▇▇▇▇▇▇▇ ▇▇. in Raanana
(including a proportional part of the public areas and as stated
in
Section 2.2 of the Rental Agreement), the net area of which is marked
in
red on the diagram (Appendix “A”) (above and hereinafter - “the
Premises - Area A and Area B”).
|
|
“The
Additional Premises” -
|
Offices
with an area of 622.00 sq.m. (six hundred twenty two square meters)
situated on the third floor of the Building, defined as an additional
part
of Unit C-4, at ▇-▇ ▇▇▇▇▇▇▇▇ ▇▇. in Raanana (including a proportional
part
of the public areas and as stated in Section 2.2 of the Rental Agreement),
the net area of which is marked in red on the diagram (Appendix “A”)
(above and hereinafter - “the
Additional Premises - Area C”).
|
|
“The
Rental Period”-
|
The
rental Period stipulated in Section 4 of this Second
Addendum.
|
|
“The
Additional Base Index”
-
|
the
Index published on January 15, 2006 (for December 2005) - 110.00
points,
with the base of the Consumer Price Index for the year
2000.
|
|
“The
Dollar Rate”
-
|
The
representative exchange rate of the dollar as published on February
6,
2006 - NIS 4.699 per dollar.
|
| 1. |
General
|
| 1.1 |
The
Preamble to this Addendum, including the definitions and declarations
included therein, as well as the appendices attached thereto, constitute
an integral part thereof.
|
| 1.2 |
All
terms defined in the Rental Agreement shall have the meaning attributed
thereto therein in this Addendum, unless these were amended in
this Second
Addendum.
|
| 2. |
Rental
of the Additional Premises
The
Lessee hereby rents from the Lessor the Additional Premises, viz.
offices
with an area of 622.00 sq.m. (six hundred twenty-two square meters)
situated on the third floor of the Building, defined as an additional
part
of Unit C-4, at ▇-▇ ▇▇▇▇▇▇▇▇ ▇▇. in Raanana (including a proportional
part
of the public areas and as stated in Section 2.2 of the Rental
Agreement),
the net area of which is marked in red on the diagram (Appendix
“A”)
(above and hereinafter - “the
Additional Premises - Area C.”)
|
| 3. |
Delivery
of Possession; Adaptations to the Premises -
In Section 3 of the Rental
Agreement, with
respect to the Additional Premises - Area C in accordance with
the Second
Addendum to the Rental Agreement, the following changes shall be
made:
|
| 3.1 |
Section
3.3 shall be amended to:
“The
Premises shall be available for the Lessee’s possession “as is,” not later
than February 16, 2006, and, if necessary, immediately after the
signing
of this Addendum by the Parties, and after payment of the Rental
Fee as
detailed in Section 5.4 below.
The Lessee declares that it
is aware and
expressly agrees that, in any case, the Lessor is not liable for
the
quality of any of the items and adaptations to the Premises, including
the
quality of carpeting, the quality of the acoustic ceilings, the
quality of
the lighting or the lack of lights, electricity infrastructure,
telephones, communication, etc”.
Notwithstanding
the above, the Lessor hereby undertakes, on the delivery of possession
of
the Premises on the above-mentioned date, the air-conditioning
and
electricity systems and the fire detection system installed in
the
Premises shall function properly.
As
stated, the Premises shall be delivered to the Lessee “as is,” and with
the proper functioning of the systems stated above, and in accordance
with
the procedure agreed by the Parties and as attached to this Second
Addendum as Appendix
B-3
below.
|
| 3.2 |
Sections
3.5.1 through 3.5.6 in Section 3.5 of the Rental Agreement are
hereby
nullified with regard to the Additional Premises - Area C in accordance
with this Second Addendum.
The Parties hereby agree that,
upon
delivery of the possession of the Premises to the Lessee, the liability
for all the systems installed in the Premises shall transfer to
the
Lessee.
|
| 3.3 |
All
adaptation works of any type and kind (construction, electricity,
air-conditioning, communications, etc.) required in order to attach
and
connect the Additional Premises to the Premises also serving the
Lessee in
accordance with the Rental Agreement shall be executed solely by
the
Lessee and at its expense, through prior coordination with the
Lessor, as
required in Section 14 of the Rental
Agreement.
|
| 4. |
Rental
Period
|
| 4.1 |
The
Lessor hereby lets to the Lessee, and the Lessee hereby rents from
the
Lessor, the Additional Premises - Area C, for a rental period of
twenty
two and a half (22.5) months, commencing on February 16, 2006 and
ending
on December 31, 2007 (hereinafter - “the
Rental Period of the Additional Premises - Area C”).
|
| 4.2 |
The
Lessee hereby exercises, by its signature below, part of the optional
period granted to it in accordance with Section 4.2 of the Rental
Agreement, and undertakes to extend the Rental Agreement between
the
Parties through December 31, 2007, in accordance with all the conditions
as detailed in the Rental Agreement, and with the changes detailed
below
(hereinafter - “the
Updated Rental Period of the Three Premises Areas”).
|
|
4.3
|
At
the end of the Updated Rental Period, the Lessor shall have the
option to
extend the rental in accordance with the Rental Agreement and in
accordance with this Second Addendum for an additional rental period
-
Areas A and B of the Premises together with the Additional Area
of the
Premises - Area C - by two years, viz. from January 1, 2008 through
December 31, 2009 (hereinafter - “the
Additional Rental Period”),
provided that:
|
| (A) |
through
the said date, the Lessee has complied fully and completely with
all its
obligations in accordance with the rental agreement, and
-
|
| (B) |
the
Lessee has not informed the Lessor in writing of its desire not
to renew
and extend this rental agreement for the Additional Period, not
later than
six (6) months prior to the end of the preceding Rental Period,
viz.
through June 30, 2007.
|
| 4.4 |
If
the validity of this Second Addendum to the Rental Agreement is
extended
on the basis of the content of Section 4.3 above, the term “Rental
Period,” wherever this appears in the Rental Agreement, shall include the
Rental Period, the Updated Rental Period, and the Additional Rental
Period
(if the option on account thereof is exercised), with those changes
expressly stated in this Addendum (for example, regarding the
determination of the Updated Rental Fee as stated in Section 5
below,
including its subsections), and with those changes as required
in
accordance with the matter, and all the provisions of the Rental
Agreement
and of the Second Addendum to the Rental Agreement (with the exception
of
the granting of the option - in accordance with Section 4.3 above)
shall
also apply to the Additional Period as stated, with those changes
as
required in accordance with the
matter.
|
| 4.5 |
Notwithstanding
the above, the Parties hereby agree that the Lessee has the option,
with
prior notice of six (6) months, to shorten the Updated Rental Period
by
three (3) months, through September 30, 2007, or later, or to extend
the
Updated Rental Period by a period of up to three (3) months, through
March
31, 2008, or less.
|
|
5.
|
Rental
Fee for the Areas of the Premises, and Manner of Payment
Thereof
|
| 5.1 |
The
Parties hereby establish that the Rental Fee that shall be paid
by the
Lessee to the Lessor for the rental of the Additional Premises
- Area C
for the Updated Rental Period, as stated in Section 4.1 and 4.2
of this
Second Addendum, shall be in the sum of NIS 46.99 (forty-six new
Israeli
shekels and 99 agorot) (equivalent to USD 10.- US dollars) per
month, for
each square meter of the Premises, for the period between February
16,
2006 and December 31, 2007 (hereinafter - “the
Basic Rental Fee”).
|
| 5.2 |
The
Parties further establish that the Rental Fee that shall be paid
by the
Lessee to the Lessor for the rental of Areas A and B of the Premises
shall
be in the amount of:
|
| 5.2.1 |
NIS
61.09 (sixty one new shekels and 9 agorot) (equivalent to USD 13.-
US),
per month per square meter of the Premises, for the period between
February 16, 2006 and August 31, 2006 (hereinafter “the
Basic Rental Fee”)
for the period between February 16, 2006 and August 31,
2006;
|
| 5.2.2 |
NIS
46.99 (forty-six new shekels and 99 agorot) (equivalent to USD
10.- US),
per month per square meter of the Premises, for the period between
September 1, 2006 and December 31, 2007 (hereinafter “the
Basic Rental Fee”)
for the period between September 1, 2006, and December 31,
2007.
|
| 5.3 |
The
sum of NIS 49.34 (forty-nine new shekels and 34 agorot) (equivalent
to USD
10.50 US dollars- an addition of 5%), for the period between January
1,
2008 and December 31, 2009 (a period of two years out of the Updated
Rental Period), per month, for each square meter of Areas A, B
and C of
the Premises (hereinafter “the
Basic Rental Fee for the Additional Period”),
between January 1, 2008 and December 31,
2009.
|
| 5.4 |
The
payments shall continue to be made quarterly, in advance. The first
payment, for a period of three months for the Additional Premises
- Area
C, from February 16, 2006 through May 15, 2006, is made on the
occasion of
signing this Addendum, and all remaining payments shall be made
as
aforesaid, once quarterly in advance, as stated in Section 6.5
of the
Rental Agreement between the
Parties.
|
| 5.5 |
The
Basic Rental Fee in accordance with the content of Section 5 above
(including its subsections) shall be linked to changes in the Index
as
stated in Section 6.4 of the Rental Agreement. The Base Index for
the
purposes of the Rental Agreements, with its Addendums, is the Index
published on January 15, 2006 (for December 2005) - 110.00 points,
for the
index base from the year 2000, as stated in the definitions to
this Second
Addendum.
|
| 5.6 |
Collection
of the above Rental Fee, with the addition of the maintenance fee
and the
remaining payments mentioned in the Rental Agreement, shall be
in
accordance with the content of Section 6.5 of the Rental Agreement,
and
the “standing order” for the charging of the Lessor’s account shall also
serve for collection of all payments required in accordance with
this
Second Addendum.
|
| 6. |
Maintenance
Fee / Maintenance Services Fee
The maintenance / maintenance
services fee
and other payments that shall be made by the Lessee to the Lessor
for the
area of the Additional Premises shall be at the level and in accordance
with the calculation of the maintenance / maintenance services
fee per
square meter, as stated in Sections 16.1 and 16.2 (regarding maintenance
/
maintenance services fee), and Section 7.3 (regarding participation
toward
insurance fees) of the Rental
Agreement.
|
| 7. |
Securities
and Guarantees
The
bank guarantee held by the Lessor shall be renewed for the Updated
Rental
Period in accordance with this Second Addendum, as stated in
Section 32 of
the Rental Agreement, viz. through March 31, 2008 or March 31,
2010,
insofar as the option for the Additional Rental Period is
exercised.
If
the bank guarantee is forfeited due to the breach of the Rental
Agreement
by the Lessee, the Lessee undertakes, by way of a fundamental
undertaking,
to furnish the Lessor with another bank guarantee, in the amount
of the
forfeited bank guarantee (linked to the Base Index in accordance
with the
Rental Agreement), not later than 7 business days after the date
of
notification of the Lessor of the forfeiting of the bank
guarantee.
|
| 8. |
With
the exception of the express content of this Addendum, there is
not and
shall not be any amendment or addition or change to the Rental
Agreement,
and all the provisions of the Agreement shall apply to the Additional
Premises in accordance with this Second Addendum, with the changes
expressly stated therein, and with such changes as required in
accordance
with the matter.
|
Witnessed
by the signing of this Addendum
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
[Signature
and Stamp}
|
[Signature
and Stamp]
|
Appendix
B-3
(Section
3.1 of the Agreement)
Specifications
for the Delivery of the Premises to Wintegra Ltd.
Area
Defined as “the Additional Premises” on Floor 3 Is Delivered As Is and
Includes
| 1. |
Gross
area of 622.00 sq.m., divided into -
11
rooms;
2
small rooms - computers and communications;
1
conference room;
2
kitchenettes, as described below;
Open
space work corners in the remaining area of the Premises as stated
in the
Divisions Plan prepared by Architect ▇▇▇▇ ▇▇▇▇▇ and attached
to the
agreement.
|
| 2. |
Secretaries
Corners
Two secretarial
desks.
|
| 3. |
Carpeting
-
wall-to-wall carpeting throughout the
Premises.
|
| 4. |
Ceilings
-
acoustic ceilings from modular mineral plates, 60/60 cm, throughout
the
Premises.
|
| 5. |
Lighting
/ lighting units
-
sunken light units (louvers) throughout the Premises, and dual
purpose
emergency / routine lighting as per the standard, in accordance
with as
made plan no. 439-102 as prepared by Engineer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, attached
to
the agreement.
|
| 6. |
Doors
-
painted wooden doors on all rooms; double glass entrance door.
Steel
“Pladelet” doors on the rear emergency exit and in the storeroom by the
small desk - opposite the executive
rooms.
|
| 7. |
Windows
-
windows according to the standard in the building, as currently
comprised
- 50% for “dry keep” opening.
|
| 8. |
Venetian
blinds
on
all windows in the rooms of the
Premises.
|
| 9. |
Bathrooms
-
(in the public floor areas) - 3
units of women’s bathrooms;
3
units of men’s
bathrooms + 2 men’s
urinals.
|
| 10. |
Two
(2) kitchenettes
-
comprising lower utensils closet and upper utensils closet, sink,
and
marble counter in each kitchenette.
|
| 11. |
Power
and communications facility
-
according to as made plan no. 439-103, prepared by Engineer Vatnik,
attached to the agreement.
Electrical
board
-
according to as made plan no. 439-104, prepared by Engineer Vatnik,
attached to the agreement.
Alarm
system - wiring for an alarm system, including detectors, throughout
the
Premises, not connected to any central call center.
Power
outlets for UPS system in most of the area of the Premises as
currently
installed.
|
| 12. |
Safety
and PA
-
two detection and smoke systems in accordance with the fire department
requirements, also connected to the main coordinator in the Taya
Center,
and to PA system (??) in accordance with as made plan no.
_____,
prepared by Engineer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, attached to the
agreement.
|
| 13. |
Air-conditioning
(for heating and cooling)
10
split units, with a total capacity of 12 tons of refrigeration
(Electra-Elco) for air-conditioning of the rooms facing Hamasger
St., and
5 mini-central units (4 with double condensers) with a capacity
of 31 tons
of refrigeration (Unique) for air-conditioning the remaining areas
of the
Premises. Air-conditioning Plan No. 388-2-1 prepared by Engineer
▇▇▇▇▇▇
▇▇▇-▇▇▇ is attached here.
|
List
of Air-conditioning Units
|
Premises
|
Type
|
Model
|
HP
BTV
|
|
Ton
of refrigeration (TR)
|
|||
|
1
|
Mini
central
|
Unique
- M 3-1 - rooms 12,13,14
|
3.75
TR - MS 450
3.3
TR - MS 400
|
|
2
|
Mini
central
|
Unique
- M4-1 - corridor + rooms 15,16,17,24,25,38,39
|
3.75
TR - MS 450
3.3
TR - MS 400
|
|
3
|
Mini
central
|
Unique
- M4-2 - corridor + rooms 18,19,20,29,30,31
|
3.75
TR - MS 450
3.3
TR - MS 400
|
|
4
|
Mini
central
|
Unique
- M4-3 - 21,22,23,26,27,28,34,35,36
|
3.3
TR - MS 400
3.3
TR - MS 400
|
|
5
|
Mini
central
|
Unique
- M6-1 - 32,87
All
air conditioners are model 14 - one is slightly larger
|
3.3
TR - MS 400
|
|
1
|
Split
- upper
|
Electra-Elco
- room 3 - M2-1
|
1.33
tons of refrigeration
|
|
2
|
Split
- upper
|
Electra-Elco
- room 4 - M2-2
|
1.16
tons of refrigeration
|
|
3
|
Split
- upper
|
Electra-Elco
- room 5 - M2-3
|
1.16
tons of refrigeration
|
|
4
|
Split
- upper
|
Electra-Elco
- room 6 - M2-4
|
1.16
tons of refrigeration
|
|
5
|
Split
- upper
|
Electra-Elco
- room 7 - M2-5
|
1.16
tons of refrigeration
|
|
6
|
Split
- upper
|
Electra-Elco
- room 8 - M2-6
|
1.16
tons of refrigeration
|
|
7
|
Split
- upper
|
Electra-Elco
- room 9 - M2-7
|
1.16
tons of refrigeration
|
|
8
|
Split
- upper
|
Electra-Elco
- room 10 - M2-8
|
1.16
tons of refrigeration
|
|
9
|
Split
- upper
|
Electra-Elco
- room 11 - M2-9
|
1.16
tons of refrigeration
|
|
10
|
Split
- upper
|
Electra-Elco
- room 86 (communications)
|
1.16
tons of refrigeration
|
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
[Signature
and Stamp}
|
[Signature
and Stamp]
|
Appendix
B-3
(Section
3.1 of the Agreement)
Specifications
for the Delivery of the Premises to Wintegra Ltd.
Area
Defined as “the Additional Premises” on Floor 3 Is Delivered As Is and
Includes
| 1. |
Gross
area of 622.00 sq.m., divided into -
11
rooms;
2
small rooms - computers and communications;
1
conference room;
2
kitchenettes, as described below;
Open
space work corners in the remaining area of the Premises as stated
in the
Divisions Plan prepared by Architect ▇▇▇▇ ▇▇▇▇▇ and attached
to the
agreement.
|
|
2.
|
Secretaries
Corners
Two
secretarial desks.
|
| 3. |
Carpeting
-
wall-to-wall carpeting throughout the
Premises.
|
| 4. |
Ceilings
-
acoustic ceilings from modular mineral plates, 60/60 cm, throughout
the
Premises.
|
| 5. |
Lighting
/ lighting units
-
sunken light units (louvers) throughout the Premises, and dual
purpose
emergency / routine lighting as per the standard, in accordance
with as
made plan no. 439-102 as prepared by Engineer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, attached
to
the agreement.
|
| 6. |
Doors
-
painted wooden doors in all rooms; double glass entrance door.
Steel
“Pladelet” doors on the rear emergency exit and in the storeroom by the
small desk - opposite the executive
rooms.
|
| 7. |
Windows
-
windows according to the standard in the building, as currently
comprised
- 50% for “dry keep” opening.
|
| 8. |
Venetian
blinds
on
all windows in the rooms of the
Premises.
|
| 9. |
Bathrooms
-
(in the public floor areas) - 3
units of women’s bathrooms;
3
units of men’s bathrooms + 2 men’s
urinals.
|
| 10. |
Two
(2) kitchenettes
-
comprising lower utensils closet and upper utensils closet, sink,
and
marble counter in each kitchenette.
|
| 11. |
Power
and communications facility
-
according to as made plan no. 439-103, prepared by Engineer ▇▇▇▇▇▇▇
▇▇▇▇▇▇, attached to the agreement.
Electrical
board
-
according to as made plan no. 439-104, prepared by Engineer ▇▇▇▇▇▇▇
▇▇▇▇▇▇, attached to the agreement.
Alarm
system - wiring for an alarm system, including detectors, throughout
the
Premises, not connected to any central call center.
Power
outlets for UPS system in most of the area of the Premises as
currently
installed.
|
| 12. |
Safety
and PA
-
two detection and smoke systems in accordance with the fire department
requirements, also connected to the main coordinator in the Taya
Center,
and to PA system (??) in accordance with as made plan no.
_____,
prepared by Engineer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, attached to the
agreement.
|
| 13. |
Air-conditioning
(for heating and cooling)
10
split units, with a total capacity of 12 tons of refrigeration
(Electra-Elco) for air-conditioning of the rooms facing Hamasger
St., and
5 mini-central units (4 with double condensers) with a capacity
of 31 tons
of refrigeration (Unique) for air-conditioning the remaining areas
of the
Premises. Air-conditioning Plan No. 388-2-1 prepared by Engineer
▇▇▇▇▇▇
▇▇▇-▇▇▇▇ is hereby attached.
|
List
of Air-conditioning Units
|
Premises
|
Type
|
Model
|
HP
BTV
|
|
Ton
of refrigeration (TR)
|
|||
|
1
|
Mini
central
|
Unique
- M 3-1 - rooms 12,13,14
|
3.75
TR - MS 450
3.3
TR - MS 400
|
|
2
|
Mini
central
|
Unique
- M4-1 - corridor + rooms 15,16,17,24,25,38,39
|
3.75
TR - MS 450
3.3
TR - MS 400
|
|
3
|
Mini
central
|
Unique
- M4-2 - corridor + rooms 18,19,20,29,30,31
|
3.75
TR - MS 450
3.3
TR - MS 400
|
|
4
|
Mini
central
|
Unique
- M4-3 - 21,22,23,26,27,28,34,35,36
|
3.3
TR - MS 400
3.3
TR - MS 400
|
|
5
|
Mini
central
|
Unique
- M6-1 - 32,87
All
air conditioners are model 14 - one is slightly larger
|
3.3
TR - MS 400
|
|
1
|
Split
- upper
|
Electra-Elco
- room 3 - M2-1
|
1.33
tons of refrigeration
|
|
2
|
Split
- upper
|
Electra-Elco
- room 4 - M2-2
|
1.16
tons of refrigeration
|
|
3
|
Split
- upper
|
Electra-Elco
- room 5 - M2-3
|
1.16
tons of refrigeration
|
|
4
|
Split
- upper
|
Electra-Elco
- room 6 - M2-4
|
1.16
tons of refrigeration
|
|
5
|
Split
- upper
|
Electra-Elco
- room 7 - M2-5
|
1.16
tons of refrigeration
|
|
6
|
Split
- upper
|
Electra-Elco
- room 8 - M2-6
|
1.16
tons of refrigeration
|
|
7
|
Split
- upper
|
Electra-Elco
- room 9 - M2-7
|
1.16
tons of refrigeration
|
|
8
|
Split
- upper
|
Electra-Elco
- room 10 - M2-8
|
1.16
tons of refrigeration
|
|
9
|
Split
- upper
|
Electra-Elco
- room 11 - M2-9
|
1.16
tons of refrigeration
|
|
10
|
Split
- upper
|
Electra-Elco
- room 86 (communications)
|
1.16
tons of refrigeration
|
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
[Signature
and Stamp]
|
[Signature
and Stamp]
|
TRANSLATION
FOR CONVINIENCE
Addendum
to the Unprotected Rental Agreement Dated July 15,
2001
Made
and
executed in Raanana, July 31, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇ Ltd., Public Co. ▇▇-▇▇▇▇▇▇-▇
Of
▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇ Zone, Raanana
Tel:
▇▇-▇▇▇▇▇▇▇; Fax: ▇▇-▇▇▇▇▇▇▇
(Hereinafter
- “the
Lessor”)
First
Party
And
Wintegra
Ltd., Private Co. ▇▇-▇▇▇▇▇▇-▇
Of
▇
▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ Center
Industrial
Zone, Raanana
Tel:
▇▇-▇▇▇▇▇▇▇, Fax: ▇▇-▇▇▇▇▇▇▇
(Hereinafter
- “the
Lessee”)
Second
Party
|
Whereas
|
the
Lessor and the Lessee are parties to an unprotected rental
agreement dated
July 15, 2001, including its various appendices, attached
to this Addendum
and constituting an integral part thereof (hereinafter, jointly
-
“the
Rental Agreement”).
|
|
And
whereas
|
the
Lessee is interested in renting an additional area (as defined
below) from
the Lessor, all in accordance with the conditions of the
Rental Agreement
and of this Addendum.
|
|
And
whereas
|
the
Parties are interested in recording these agreements in
writing.
|
Accordingly,
it has been declared, conditioned, and agreed as
follows:
| 1. |
The
Preamble to this Addendum, including the definitions and
declarations
included therein, as well as the appendices attached thereto,
constitute
an integral part thereof.
|
| 2. |
All
the terms defined in the Rental Agreement shall have the
meaning
attributed thereto therein in this
Addendum.
|
| 3. |
The
Additional Premises
Offices
with an area of 80.00 square meters (eighty square meters)
situated on the
third floor of the Building, defined as part of Unit C-4,
adjacent to the
Premises already in use by the Lessee in accordance with
the Rental
Agreement as above - at ▇-▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
Raanana
(including a proportionate part of the public areas as
stated in Section
2.2 of the Rental Agreement), the net area of which is
marked in red on
the Diagram (“Appendix
A”)
(above and hereinafter - “the
Additional Premises”).
|
| 4. |
Delivery
of Possession; Adaptations to the Premises
InSection
3 of the Rental Agreement, and regarding the Additional Premises
in
accordance with the Addendum to the Rental Agreement, the
following
changes shall be made:
|
| 4.1 |
Section
3.3 shall be amended to:
The
Premises shall be available for the Lessee’s possession “as is,” not later
than August 1, 2005, and, if necessary, immediately after
the signing of
this Addendum by the Parties, and after payment of the
Rental Fee as
detailed in Section 6.2 below.
The
Lessee declares that it is aware and expressly agrees
that, in any case,
the Lessor is not liable for the quality of any of the
items and
adaptations to the Premises, including the quality of
carpeting, the
quality of the acoustic ceilings, the quality of the
lighting or the lack
of lights, electricity infrastructure, telephones, communication,
etc.
|
| 4.2 |
Sections
3.5.1 through 3.5.5 in Section 3.5 of the Rental Agreement
are hereby
nullified with regard to the Additional Premises in accordance
with this
Addendum.
|
| 4.3 |
All
adaptation works of any type and kind (construction, electricity,
air-conditioning, communications, etc.) required in order
to attach and
connect the Additional Premises to the Premises also serving
the Lessee in
accordance with the Rental Agreement shall be executed solely
by the
Lessee and at its expense, with prior coordination with the
Lessor.
|
| 5. |
Rental
Period
|
| 5.1 |
The
Lessor hereby lets to the Lessee, and the Lessee hereby rents
from the
Lessor, the Additional Premises for a period of rental of
thirteen (13)
months, commencing on August 1, 2005 and ending on August
31, 2006
(hereinafter - “the
Rental Period of the Additional Premises”).
|
| 5.2 |
At
the end of the Rental Period, the Lessor shall have the option
to extend
the rental in accordance with the Rental Agreement and in
accordance with
this Addendum for an additional rental period - the area
of the Premises
and the area of the Additional Premises together - as stated
in Section
4.2 of the Rental Agreement, viz. from September 1, 2006
through August
31, 2009 (hereinafter - “the
Additional Rental Period of the Additional Premises”).
|
| 6. |
Rental
Fee for the Additional Premises and Manner of Payment
Thereof
|
| 6.1 |
The
Parties hereby establish that the rental fee to be paid to
the Lessor by
the Lessee for rental of the Additional Premises, for the
Rental Period
and the Additional Rental Period, as stated in Section 4.2
of the Rental
Agreement, shall be:
|
| 6.1.1 |
NIS
46.00 (forty-six new Israeli shekels), for the period between
August 1,
2005 and August 31, 2006 (a period of 13 months, from the
date of
commencement of the rental), linked to the Base Index as
shall be detailed
below, and in accordance with the provisions of the Rental
Agreement - per
month, and for each square meter of the Additional Premises
(hereinafter -
“the
Basic Rental Fee”).
|
| 6.1.2 |
During
the Additional Rental Period, if and insofar as this is realized,
the
Lessee shall pay a Rental Fee to the Lessor in accordance
with the
evaluation of a surveyor as detailed in Section 7 of the
Rental
Agreement.
|
| 6.2 |
The
payments shall be made once quarterly in advance. The first
payment, for
the period of two months only, from August 1, 2005 through
September 30,
2005, is made on the occasion of the signing of this Addendum,
and all the
remaining payments shall be made, as stated, once quarterly
in advance, as
stipulated in Section 6.5 of the Rental
Agreement.
|
| 6.3 |
The
Basic Rental Fee in accordance with the content of Section
6.1.1 shall be
linked to changes in the Index as stated in Section 6.4 of
the Rental
Agreement. The Base Index for the purposes of the Rental
Fee for the
Additional Premises is the Index published on June 15, 2005
(for May 2005)
- 107.87 points, for the index base from the year
2000.
|
| 6.4 |
Collection
of the above Rental Fee, with the addition of the maintenance
fee and the
remaining payments mentioned in the Rental Agreement, shall
be in
accordance with the content of Section 6.5 of the Rental
Agreement, and
the “standing order” for the charging of the Lessor’s account shall also
serve for collection of all payments required in accordance
with this
Addendum.
|
| 5. |
Maintenance
Fee / Maintenance Services
The maintenance / maintenance
services fee
and other payments that shall be made by the Lessee to the
Lessor for the
area of the Additional Premises shall be at the level and
in accordance
with the calculation of the maintenance / maintenance services
fee per
square meter, as stated in Sections 16.1 and 16.2 (regarding
maintenance /
maintenance services fee), and in Section 7.3 (regarding
participation
toward insurance fees) of the Rental
Agreement.
|
| 7. |
With
the exception of the express content of this Addendum, there
is not and
shall not be any amendment or addition or change to the Rental
Agreement,
and all provisions of the Agreement shall apply to the Additional
Premises
in accordance with this Addendum, with the changes expressly
stated
therein, and with such changes as required in accordance
with the
matter.
|
Witnessed
by the signing of this Addendum
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
[Signature
and Stamp]
|
[Signature
and Stamp]
|
TRANSLATION
FOR CONVINIENCE
Made
and executed in Tel Aviv, July 15th,
▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇ Ltd., Public Co. ▇▇-▇▇▇▇▇▇-▇
Of
▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇ Zone, Raanana
Tel:
▇▇-▇▇▇▇▇▇▇; Fax: ▇▇-▇▇▇▇▇▇▇
(Hereinafter
- “the
Lessor”)
First
Party
And
Wintegra
Ltd., Private Co. ▇▇-▇▇▇▇▇▇-▇
Of
▇
▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ Center
Industrial
Zone, Raanana
Tel:
▇▇-▇▇▇▇▇▇▇, Fax: ▇▇-▇▇▇▇▇▇▇
(Hereinafter
- “the
Lessee”)
Second
Party
Part
One: Definitions and Preamble
Definitions
In
this
agreement, the following terms shall have the meaning recorded
alongside:
|
“The
Industrial Compound” -
|
An
area of approximately 13 dunams situated in the Industrial
Zone of
Raanana, known as plots 17, 18, 19, and 24 in block
8981, marked in ▇▇▇▇▇
on the diagram attached to this agreement as Appendix
“A.”
|
|
“The
Building” -
|
Part
of a building of 4 (four) floors, with a total area
of approximately 9,500
square meters, situated in the area of the Industrial
Compound, and marked
in green on the diagram (Appendix “A.”)
|
|
“The
Premises” -
|
Offices
with an area of 1,119.00 sq.m. (one thousand one
hundred and nineteen
sq.m.) situated on the third floor of the Building,
defined as unit number
C-3, and as part of unit number C-4, at ▇-▇ ▇▇▇▇▇▇▇▇
▇▇. in Raanana
(including a proportional part of the public areas
and as stated in
Section 2.2 below), the net area of which is marked
in red on the diagram
(Appendix “A.”)
|
|
“The
Rental Period” -
|
The
rental period as stipulated in Section 4 of this
agreement.
|
|
“The
Index”
-
|
The
Consumer Price Index as published by the Central
Bureau of Statistics, and
any index as stated that shall be published by any
body or official
institution coming in place of this index, whether
this shall be based on
the same components and/or data or not, all provided
that if another index
shall replace the Consumer Price Index, and the Central
Bureau of
Statistics, or any other body or official institution
that shall publish
this index shall not determine the relationship between
it and the
Consumer Prices Index, this relationship shall be
determined by the
Lessor’s accountant.
|
|
“The
Base Index” -
|
The
Index published on April 15, 2001 (for March 2001)
- 99.7
points.
|
|
“Dollar”
-
|
The
representative exchange rate of the US dollar as
published on May 9, 2001
- NIS 4.145 to the dollar.
|
|
“Month”
-
|
A
period beginning on the 1st
day of a month in the Gregorian calendar and ending
on the last day of
that same month in the Gregorian calendar.
|
|
“Quarter”
-
|
Three
consecutive months.
|
|
“Rate
of Change in the Index” -
|
The
relationship between the last known Index at the
time of any payment in
accordance with this agreement and the Base Index.
|
|
“The
Implementation Plans” -
|
Plans
for the planning and implementation of the works
to adapt the Premises to
meet the Lessee’s requirements, in accordance with the specifications
of
requirements for infrastructure as forwarded by the
Lessee to the Lessor,
including plans for the installation of an airconditioning
system,
electric plans, plumbing plans, and plans for the
internal division of the
Premises, to be prepared by the Lessee’s consultants and/or by consultants
made available to the Lessee by the Lessor at the
Lessee’s responsibility.
It is clarified that all the plans prepared by the
Lessee are subject to
the authorization of the representative of the Lessor
- the architect of
the Industrial Compound, the electric and communications
consultants, the
airconditioning consultants, and the project manager
on behalf of the
Lessor. After authorization of the Implementation
Plans by the project
manager, who shall be appointed by the Lessor (as
described below), and in
coordination with the Lessee, these shall be referred
to as “the
Authorized Implementation Plans.”
|
|
It
is clarified that the fees of all the consultants
to be appointed by the
Lessor for the Lessee, including the fee of the project
manager, shall be
included in the price of the cost of the works that
are the subject of the
Authorized Implementation Plans, and as stated in
Section 2 of Appendix
B-2 below.
|
Part
One: Preamble
|
Whereas
|
the
Lessor is the owner and/or the long-term lessee of
the rights to the real
estate situated in the Industrial Compound, and is
the sole lawful
possessor of the Premises, and is eligible and entitled
to let these in
accordance with this agreement, without any impediment
or restriction, and
after the Lessor has declared to the Lessee that
the Premises are
permitted for use within the framework of the Urban
Building Plan
pertaining thereto, for the purpose of the rental
in accordance with this
agreement;
|
|
And
whereas
|
the
Lessee wishes to rent the Premises for such period,
purpose, and
remuneration, and on such conditions, as detailed
below in this agreement,
and the Lessor agrees to let the Premises in accordance
with the
above;
|
|
And
whereas
|
the
Parties wish to associate in this unprotected rental
agreement, and to
determine therein the purpose of the rental, the
period thereof, the
remuneration to be paid on account thereof, the conditions
thereof, and
all their remaining mutual rights and obligations,
all as detailed in this
agreement above and below;
|
The
Parties have therefore declared, conditioned, and agreed
as
follows:
| 1. |
|
| 1.1 |
The
Preamble to this agreement - including the definitions
contained therein -
as well as the appendices attached thereto constitute
an integral part
thereof.
|
| 1.2 |
The
names of the parts and the titles of the sections
were included in this
agreement solely by way of guidelines, and these
are not to be used in
interpreting this agreement or any of its
provisions.
|
| 1.3 |
Each
of the Parties hereby declares that no consent
or authorization is
required for its association in this agreement,
and for the execution of
its duties accordingly, and that the signatories
on behalf of each side
are empowered to bind it, as the case may be and
respectively, in
accordance with the provisions of any
law.
|
Part
Two: Purpose of Rental; Period of Rental and Delivery of
Possession
| 2. |
The
Purpose of Rental and the Areas of the
Premises
|
| 2.1 |
The
purpose of the rental, subject to all the remaining
provisions relating to
this matter in this agreement, is the use and management
in the Premises,
by the Lessee alone, of the operation of the offices
of Wintegra
Ltd.
and its commercial operations, which relate to
the field of high-tech -
and for this purpose alone.
To prevent
doubt, the Parties hereby
expressly agree that all the Lessee’s operations, in accordance with the
purposes of the rental as stated above, shall be
effected solely in the
area of the Premises; that the Lessee shall at
all times maintain the
cleanliness of the yard and shall not remove any
merchandise and/or
objects from inside the Premises for the purpose
of sale and/or display
and/or for any other purpose not expressly permitted
in accordance with
this agreement.
|
| 2.2 |
The
Parties hereby declare and agree that the area
of the Premises as stated
in the Definitions in Part One of this agreement
is calculated in
accordance with the total (gross) area thereof,
i.e. including the area of
the external walls, with the addition of 15% of
the public areas in the
building of which the Building forms an integral
part, and that the
measurement of the said area shall be made together
with the authorized
representatives of the Lessee and shall be with
its
accord.
|
| 3. |
Delivery
of Possession: Adaptations to the Premises
-
|
| 3.1 |
The
Lessor declares that the Premises were constructed
in accordance with all
laws, and have received all the authorizations
and permits from the
authorities for the purpose of the rental as defined
in this agreement;
that no demolition order has been issued pertaining
to or in connection
with the Building, and that the Lessor is not aware
of any grounds
therefore; that a proper certificate of completion
has been received
pertaining to the Building, and that there is no
contractual or other
impediment to the association in this
agreement.
|
| 3.2 |
The
Lessee hereby declares that it is thoroughly familiar
with the Industrial
Compound and its environs; the Building and the
Premises; and all the
rights connected and/or relating to the rental
in accordance with this
agreement, and having examined all these as stated,
the Lessee declares
that it has found the Premises to be to its satisfaction,
in a fit state,
good and proper for its needs in all details. The
Lessee hereby further
declares that the Lessor has not furnished it with
any description of the
Industrial Compound and/or the Building and/or
the Premises, and that it
is associating in this rental agreement on the
basis of its own
inspections and impressions, and hereby waives,
expressly and in advance,
any claim regarding unsuitability, and, subject
to the content of this
agreement, any other claim of any type and kind
relating to the Industrial
Compound and/or the Building and/or the Premises,
the possible uses
thereof, and its association in this agreement,
excepting a concealed
defect that cannot be discovered in a reasonable
and usual
examination.
|
| 3.3 |
The
Premises shall be available for the Lessee’s possession “as is,” and in
proper condition in accordance with the procedure
for the delivery as
agreed by the Parties and as attached thereby as
Appendix
B-1,
dated September 1, 2001, as stated in Section 4.1
below.
The
Lessee declares that it is aware and expressly
agrees that, in any case,
the Lessor is not liable for the quality of any
of the items and
adaptations to the Premises, including the quality
of carpets, the quality
of the acoustic ceilings, the quality of the
lighting or the lack of
lights, electricity infrastructure, telephones,
communication
etc.
The
Lessor must ensure the proper operation of the
airconditioning systems as
of the delivery of possession in the Premises
- September 1, 2001, as
stated in Section 3.3 above (however, the responsibility
for the
maintenance of the airconditioning systems, the
insurance thereof, and the
return thereof on completion of the Rental Period
in proper condition is
borne by the Lessee and at its expense), as well
as the maintenance of the
firefighting system as detailed in Section 14.6
below. The Lessee shall
ensure association (at its expense) with a qualified
body for the purpose
of obtaining maintenance and repair services
for the airconditioning
system and the firefighting system as
stated.
|
| 3.4 |
The
Premises shall be delivered to the Lessee in proper
condition for the
Lessee’s purposes, in accordance with the procedure for
delivery agreed by
the Parties and attached thereby as Appendix B-2
below.
|
| 3.5 |
Implementation
of the works for the adaptation of the Premises
to the Lessee’s needs, and
the attention to the Implementation Plans, shall
be as
follows:
|
| 3.5.1 |
On
July 1, 2001 (“the
Date of Delivery of the Plans”),
the Lessee forwarded that part of the Implementation
Plans for which it is
responsible, in writing, for the authorization
of the Lessor and/or the
project manager, including specifications and statements
of quantities.
Upon receipt of these plans by the Lessor, the
latter forwarded these to
the various consultants appointed thereby for the
Lessee (airconditioning
consultant, electric consultant, safety consultant,
and plumbing
consultant), and ensured that these written plans
for the implementation
of the works would be forwarded for the authorization
of the Lessee, the
Lessor, and the project manager by July 10, 2001,
and that these would
discuss and (insofar as required) amend the plans.
On the authorization of
the plans by the Lessee, the Lessor, and the project
manager, authorized
Implementation Plans, including specifications
and statements of
quantities for each work, shall be presented by
the various consultants to
the project manager and/or the Lessor, by July
19,
2001.
|
| 3.5.2 |
Within
ten (10) days from the authorization of the Implementation
Plans (but not
later than July 29, 2001), tenders shall be issued
for the execution of
the necessary works. Estimates on behalf of various
executors and/or
contractors that shall be submitted relating to
the execution of the works
that are the subject of the Authorized Implementation
Plans shall be
forwarded to the Lessee in advance (by Tuesday,
August 7, 2001), and
shall, in any case, be authorized not later than
seven (7) business days
after their receipt (August 14, 2001). Without
derogating from the above,
it is agreed that, insofar as no comments are received
on behalf of the
Lessee regarding the estimates that shall be forwarded
to its
notification, within three (3) days from the date
of transfer thereto,
this shall be considered tantamount to the Lessee’s agreement to the
execution of the specific work at the price stated
in the estimate
forwarded for its review, and the Lessee shall
be prevented from making
any claim regarding the price of execution and
the identity of the
executor.
|
| 3.5.3 |
The
Lessor undertakes that the Lessee shall receive
the Premises when these
are ready for the Lessee’s activities in the Premises, according to the
Authorized Implementation Plans, and in accordance
with the purpose of the
rental, not later than October 16, 2001. The actual
date of receipt of the
Premises shall be referred to above and below as
“the
Actual Date of Delivery of Possession.”
It is hereby agreed by the Parties that a delay
of one week in the Actual
Date of Delivery of Possession, viz. through October
23, 2001, shall not
constitute a breach of this agreement by the Lessor.
As of September
1, 2001, the Lessee shall
be enabled to enter the Premises for the purpose
of preparing these for
its needs, all at the Lessee’s expense and liability, provided that this
is possible, in the Lessor’s opinion, and in coordination with the
Lessor’s project manager.
|
| 3.5.4 |
Notwithstanding
the above, it is emphasized that any changes required
to the Authorized
Implementation Plans (as defined in the Preamble
to this agreement) are
liable to cause a delay (relatively) in the Date
of Delivery of
Possession. The Lessee shall be required, in the
said case, to pay rental
fee even for the period of the delay caused due
to changes requested by
the Lessee after the authorization of the Implementation
Plans, provided
that the delay was not caused by the Lessor, or
due to delays in the
renovation works themselves not under the Lessee’s control.
It is clarified
and emphasized that the
entire content of the sub-sections of Section 3.5
above is conditioned and
subject to full, precise, and prompt compliance
with the Lessee’s
obligations relating to the specifications, the
authorization of the
Implementation Plans, and other assistance as shall
be required thereof in
connection with the execution of the works that
are the subject of the
Authorized Implementation Plans.
|
| 3.5.5 |
To
prevent doubt, it is hereby clarified that the
Lessee shall not be liable
for any damage caused to the Premises during the
period of adaptation of
the Premises to its needs, insofar as these works
were not executed by it,
as stated at the end of Section 3.5.3, and, in
any case, it does not have
any employer-employee relations with those engaged
in the work of adapting
the Premises to its needs.
|
|
3.5.6
|
The
Parties agree that, on delivery of possession of
the Premises to the
Lessee, responsibility for all the systems installed
in the Premises shall
be transferred to the Lessee, after completion
of the customary period of
warranty, regarding each specific issue, all according
to the inspection
periods as detailed in the Addendum to the Sales
Law (Apartments), and in
accordance with the content of Section 3.3
above.
|
| 3.6 |
The
Lessee confirms that it is aware that the western
passage of the Building
and of the Premises (Core 1) shall also serve as
an escape corridor for
the adjacent premises, subject to the requirements
of the various
authorities, the Municipality of Raanana, the fire
department, police,
etc.
|
| 4. |
Rental
Period
|
| 4.1 |
The
Lessor hereby lets the Premises to the Lessee,
and the Lessee hereby rents
the Premises from the Lessor, for a rental period
of five (5) years
commencing on September 1, 2001, and ending on
August 31, 2006
(hereinafter - “the
Rental Period.”)
|
| 4.2 |
Upon
completion of the Rental Period, the Lessee shall
have the option of
extending the rental of the Premises in accordance
with this agreement for
an additional rental period of 36 months, commencing
on September 1, 2006,
and ending on August 31, 2009 (hereinafter - “the
Additional Period,”)
subject to the following:
|
| (A) |
That,
through the said date, the Lessee has complied
fully and completely with
all its obligations in accordance with the rental
agreement, and
-
|
| (B) |
That
the Lessee has not informed the Lessor in writing
of its desire not to
renew and extend this rental agreement for the
Additional Period, not
later than nine (9) months prior to the end of
the preceding Rental
Period.
|
|
4.3
|
If
the validity of this rental agreement is extended
on the basis of the
content of Section 4.2 above, the term “Rental Period,” wherever this
appears in this agreement, shall include both the
Rental Period and the
Additional Period (if the option on account thereof),
with those changes
expressly stated in this agreement (for example,
regarding the
determination of the Updated Rental Fee as stated
in Section 7 below), and
with those changes as required in accordance with
the matter, and all the
provisions of this agreement (with the exception
of the granting of the
option - in accordance with Section 4.2 above)
shall also apply to the
Additional Period as stated, with those changes
as required in accordance
with the matter.
|
| 5. |
If
the Lessee ceases to use and/or vacates the Premises
prior to the end of
the Rental Period and for any reason, this shall
not release the Lessee
from all its obligations in accordance with this
agreement and, in
particular - but without derogating from the generality
of the above - its
obligations to pay the Lessor the full Rental Fee
and the remaining
payments pertaining to this agreement through the
end of the Rental
Period.
|
Part
Three: Rental Fee and Manner of Payment Thereof
| 6. |
|
| 6.1 |
The
Parties hereby establish that the Rental Fee that
shall be paid by the
Lessee to the Lessor pertaining to the rental of
the Premises in
accordance with this agreement shall
be:
|
| 6.1.1 |
During
the period between September 1, 2001 and August
31, 2004, the Rental Fee
shall be in the sum of USD 17.16 (seventeen US
dollars and an additional
16 cents) per month, in new shekels, for each square
meter of the Premises
(hereinafter - “the
Basic Rental Fee.”)
|
|
6.1.2
|
In
the period between September 1, 2004 and August
21, 2006, the Rental Fee
shall be at the level of the Rental Fee actually
current as of August 31,
2004, with the real addition of three percent (3%)
(hereinafter -
“the
Updated Rental Fee.”)
|
| 6.1.3 |
During
the Additional Rental Period, if and insofar as
this is realized, the
Lessee shall pay the Lessor a Rental Fee in accordance
with the evaluation
of a assessor as detailed in Section 7
below.
|
| 6.2 |
Upon
the signing of this agreement, the Lessee paid
the Lessor Rental Fees
quarterly in advance. All remaining payments shall
be effected once
quarterly, in advance, at the beginning of each
calendar quarter, during
the course of the Rental Period. At the beginning
of each quarter, a tax
invoice shall be issued to the Lessee including
Index and/or Updating
increments in accordance with this agreement, and
payment shall be subject
to receipt of the invoice as stated by the 5th
day of the month of the beginning of each
quarter.
|
| 6.3 |
Notwithstanding
the content of Section 6.2 above, the Lessee shall
be exempt from payment
of Rental Fee for the period between December 1,
2001 and March 31,
2002.
|
| 6.4 |
The
sums detailed in Sections 6.1.1 through 6.1.3 shall
be converted in
accordance with the representative exchange rate
of the Dollar as of May
9, 2001 (NIS 4.145 to one dollar), and shall be
linked to changes in the
Index, so that in each payment occurring in accordance
with this
agreement, the due Rental Fee shall be readjusted
in accordance with the
rate of change in the Index, and the adjusted Rental
Fee shall, at that
time, and for every matter and purpose, be considered
the Basic Rental Fee
in the framework of this agreement.
|
| 6.5 |
With
the goal of facilitating the collection of the
Rental Fee and the payments
pertaining to maintenance, parking, and charges
for electricity, the
Lessee shall, on the signing of this agreement,
sign a “standing order”
for the charging of the Lessee’s bank account, this once a Quarter (in
advance) as stated. The Lessee undertakes to sign
any additional
documents, if required, relating to the regulation
of the payment by
standing order as stated above, at the first request
of the
Lessor.
|
|
6.6
|
Value
Added Tax paid by the Lessee to the Lessor shall
be added to the Rental
Fee and the other payments, together with the Rental
Fee and the other
payments, in a standing order as detailed in Section
6.5 above, and in
such amount as shall be required by law, and against
a lawful tax
invoice.
|
| 7. |
Rental
Fees during the Additional
Period
|
| 7.1 |
120
days prior to the end of the Rental Period, and
subject to the content of
Section 4 above, the Parties shall appoint a qualified
assessor to
determine the Rental Fee from September 1, 2006
through August 31, 2009
(in this section - “the Rental Fee in the Additional Period.”) In the
event of disagreements regarding the identity of
the assessor that shall
not be resolved within 15 days from May 1, 2006
(“the Appointment Date,”)
each Party shall appoint a assessor on its behalf
who shall act in
accordance with the content below.
|
| 7.2 |
The
Parties (jointly or severally, as the case may
be) shall instruct the
assessor to offer an opinion on the determining
of the Updated Rental Fee,
and shall cause the said opinion to be presented
not later than 30 days
after the Appointment Date.
|
| 7.3 |
The
Parties (jointly or severally, as the case may
be) shall instruct the
assessor to base his opinion on the rental fees
current at that time in
similar premises (in area, location, environmental
conditions, and the
internal and external quality of the building,
including any improvements
made by the Lessee, but excluding improvements
that are tantamount to
chattel and which the Lessee is entitled to take
at the end of the Rental
Period in accordance with the provisions of this
agreement) situated in
the same area and serving similar purposes as those
served by the
Building, subject to all adjustments as shall be
required, in accordance
with the content of Section 7.5
below.
|
|
7.4
|
If
the Rental Fee determined in the opinion of the
assessor appointed by the
Lessor shall be higher than the Rental Fee determined
in the opinion of
the assessor appointed by the Lessee in a rate
of up to 10%, then the
Updated Rental Fee shall be set to the amount determined
by the assessor
appointed by the Lessor, less half the difference
between this amount and
the amount of Rental Fee determined by the assessor
appointed by the
Lessee (for example, if the Lessor’s assessor determined USD 30 and the
Lessee’s assessor determined USD 27, the Updated Rental
Fee shall be USD
28.50). If the said difference is greater than
the proportion of ten
percent (10%) as stated, the two assessors shall
then be required, not
later than 15 days from the date on which the latter
of the two furnished
its opinion as stated above, to decide on a third
assessor who shall
determine the Updated Rental Fee, subject to all
the provisions relating
to this matter in this agreement, and the opinion
of this assessor, which
shall be delivered not later than 30 days after
the two said assessors
have contacted him as stated above, shall be final
and binding for this
matter.
If either Party
shall refrain from
performing its obligations in accordance with this
Section 7 (including
its sub-sections), then, in addition to the provisions
of any law, this
action or fault shall be considered as consent
to the charging and
determination of the Updated Rental Fee in accordance
with the
determination of the Party observing this
agreement.
|
| 7.5 |
The
Parties agree that, in any case, the Rental Fee
in the Additional Period
shall not be lower than the Updated Rental Fee
as current at the time of
granting of the opinion of the assessor/s as relevant
to this
matter.
|
| 7.6 |
The
Rental Fee in the Additional Period as determined
in accordance with the
content above and as introduced and applied as
of September 1, 2006, shall
be linked to the Index, provided that the Base
Index constituting the
Index for the determining of the Updated Rental
Fee shall be that Base
Index known at the time of the granting of the
opinion in accordance with
which the Rental Fee shall be determined for the
Additional Period, in
accordance with the content above.
|
| 7.7 |
Expenses
for an agreed assessor appointed by both Parties
shall be borne by the
Parties, in equal parts. Each Party shall bear
the expenses of the
assessor appointed by it alone (if any). Expenses
of the assessor
appointed by the Parties, in accordance with the
content of Section 7.4
above, shall be borne by the Parties in equal
parts.
|
Part
Four: Additional Payments Incumbent on the Lessee
| 8. |
In
addition to the Rental Fee to be paid by the Lessee
to the Lessor, as
stated in Part Three of this agreement, the Lessee
hereby undertakes to
pay all the following payments to the relevant
authorities and/or to the
Lessor:
|
| 8.1 |
All
taxes, levies, municipal taxes, licenses, compulsory
loans, and other
obligatory payments, government and municipal,
which are and/or which
shall be imposed - on the lessee or the possessor
of premises - for the
current maintenance of the Premises themselves
and/or for the use thereof
and/or for the business that shall be pursued therein
(all the above shall
henceforth, for the sake of abbreviation, be referred
to as “the
Taxes”),
as these shall be determined by the above authorities
pertaining to the
area of these Premises.
The Lessor
shall bear all taxes, levies
(including betterment levy for exceptional use),
municipal taxes,
licenses, compulsory loans, and other obligatory
payments, government and
municipal, which are and/or which shall be imposed
on the owner of the
Premises.
|
| 8.2 |
All
licenses and payments relating to current consumption
uses, including
consumption of water, electricity, and telephones
in the Premises,
provided that -
|
|
The
Lessor shall ensure the installation of sub-meters
for the Premises, at
the Lessor’s expense.
The
Lessor shall pay, directly to the Electric
Company, the charges received
for the use made by the Lessee of the electric
grid. Without derogating
from the above, insofar as the electric meters
shall not be in the
Lessee’s name or shall not reflect the use made of
the electric grid, the
Lessor shall pay the said charges for the Lessee
and shall charge the
Lessee for their said use (in accordance with
the display on the said
meters), once a Quarter, in accordance with
the current tariff of the
Electric Company, and the collection shall
be effected by means of the
“standing order” (subject to the content of Section 6.5
above).
If,
at any time, the Electric Company shall decide
to connect the Lessee
directly to the electric grid, and shall request
this of the Lessor or of
the Lessee, as the case may be, then the Lessee
undertakes to take all
actions as shall be required thereof in this
context; to make all the
payments required in this matter to the Electric
Company, and to release
the Lessor from any liability in connection
with the charges for the
consumption of electricity and/or the connection
to the electric grid,
which shall be borne by it as stated. The Lessee
undertakes not to contact
the Electric Company and request the connection
of the Premises directly
to the electric grid.
Notwithstanding
the above, the Parties hereby agree that the
direct expenses for the
direct connection of the Premises to the Electric
Company, if any, shall
be divided between the Parties in equal
parts.
|
|
8.3
|
An
appropriate proportionate part of the insurance
expenses and fees as these
shall be calculated by the Lessor, and as paid
thereby, for the insurance
of the Building of which the Premises form an integral
part, and of the
systems thereof (when the insurance does not include
the contents of the
Premises and the repair thereof, changes and additions
to the Premises
made by and/or for the Lessee), against loss or
damage due to fire risks,
explosion, earthquake, storm and hurricane, flood
and water damage,
strikes and malicious damage, and against any additional
risk required in
the Lessor’s opinion.
|
| 8.4 |
It
is expressly agreed that the preparation of insurance
as stated above
shall not derogate from the Lessee’s liability, whether in accordance with
this agreement or in accordance with law, and shall
not impose any
liability on the Lessor regarding loss or damage,
or other damage caused
to a third party in the Industrial Compound and/or
in any other
place.
|
| 8.5 |
Subject
to the Lessor’s right not to rebuild a building or a part of
a building
damaged beyond repair, it is hereby agreed that
if damage covered by the
insurance as stated in this section above is caused,
the insurance
payments received from the insurer shall be used
to repair the damages on
account of which the insurance payments as stated
shall be
made.
|
| 8.6 |
Payments
for maintenance services as detailed in Section
16
below.
|
| 8.7 |
Insofar
as any of the amounts the Lessee shall be liable
to pay to the Lessor in
accordance with Section 8 above shall be based
on an account relating to
the Industrial Compound and/or the Building of
which the Premises form an
integral part, the Lessee shall pay the Lessor
an appropriate relative
part of the total amount of the account, provided
that, for the purpose of
calculating the Lessee’s proportional part in the said payments, the
relationship between the area of the Premises and
the total area of the
Industrial Compound, and/or of the Building of
which the Premises for an
integral part, as the case may be, shall be taken
into account, without
reference to the extent to which these are occupied
by other
tenants.
|
Part
Five: Lessee’s Obligations
| 9. |
|
| 9.1 |
The
Lessee hereby undertakes to comply with all laws,
regulations, and by-laws
applying and/or which shall apply to the Premises,
to the use thereof, and
to the Lessee’s business in accordance with the purpose of the
rental
(Section 2 above) during the Rental Period, regarding
all works and
actions that shall be undertaken by the Lessee
in the
Premises.
|
|
The
Lessee hereby undertakes to receive a business
license from the local
authority for the management of its business
and operations in the
Premises, and to comply with all the conditions
of the said license for
the entire duration of the Rental Period. The
Lessee expressly declares
that the relevant authorities have informed it
that it is eligible to
receive a business license as stated in accordance
with the purpose of the
rental, and that it undertakes to present the
business license to the
Lessor as stated at any time as it is requested
by the
Lessor.
In
addition, the Lessee releases the Lessor with
regard to any liability
accruing from obtaining of the business license
as stated, and undertakes
to indemnify the Lessor for any damage caused
to the Premises due to the
breach of the Lessee’s obligations as mentioned in this Section
9.1
|
| 9.2 |
The
Lessee hereby undertakes not to use the Premises,
or any part thereof, in
a manner that will cause noise, odors, vibrations,
and/or smoke that are
greater than is reasonable, with attention to the
character of the area as
a whole, and the character of the immediate vicinity
in particular, as
well as the purpose of the rental in accordance
with this agreement, and
shall ensure that its use of the Premises - in
accordance with the purpose
of the rental as stated - shall not disturb and/or
harm the use and
activities of the remaining holders in the Industrial
Compound, and/or
that it shall not violate the provisions of any
law. The Lessee hereby
further undertakes not to place equipment of any
type outside the internal
area of the Premises, including the removal of
merchandise and such like,
and to pay strict attention to the collection of
waste and
boxes.
|
| 9.3 |
The
Lessee hereby undertakes not to discharge into
the sewage system, and not
to cause to be discharged therein, waste that is
not suitable in its
profile to the instructions of the Ministry of
Health and the local
authority and to the provisions of any
law.
|
| 9.4 |
If,
for any reason relating to the Lessee, a prohibition
or an impediment in
accordance with any law is imposed on the Lessee
to use the Premises for
any of the purposes of rental as established in
this agreement, including
as the result of the non-receipt or the nullification
or the failure to
display a permit or license the Lessee is required
to hold in accordance
with this agreement and in accordance with any
law, or for the issuing by
a judicial authority or by any other empowered
authority (hereinafter -
“the
Impediment,”)
the Lessee shall immediately cease to make any
use of the Premises for the
entire duration of the period in which the Impediment
shall be extant. The
Parties expressly agree that the creation of the
Impediment as stated
shall not grant the Lessee the right to nullify
this agreement and shall
not release it from its obligation to observe,
fully and promptly, all its
obligations (including, without derogating from
the generality of the
above, the execution of all payments due in accordance
with this
agreement) for the entire duration of the period
of the
Impediment.
The Lessor
declares that it is aware that,
as of the date of signing this agreement, the procedures
by which the
Lessee is required to secure a permit or a license
as stated in this
section have not yet been
completed.
|
| 10. |
In
coordination with the signs consultant on behalf
of the Lessor, the Lessee
is entitled to erect signs (bearing its name)
at the entrance to the
Premises, and by way of orientation to the Premises,
all at its liability
and expense, and in addition to the signs to
be erected by the Lessor for
all the tenants in the
Compound.
|
| 11. |
Without
derogating from the content of Section 14 below,
the Lessee shall be
entitled, at its liability and expense, to furnish
the Premises and to
install equipment therein, provided that the furnishing
of the Premises
and the installation of equipment therein shall
not damage the
Premises.
The Lessee
undertakes that, in any case,
at the end of the Rental Period or on the actual
termination of the
rental, it shall leave in the Premises for the
ownership of the Lessor,
without any request for payment or otherwise, all
renovations,
adaptations, and/or changes, and/or additions it
shall undertake as
stated, excluding additional airconditioning systems
it shall install in
the Premises, and removable
furniture.
|
| 12. |
Parking
|
| 12.1 |
The
Lessor undertakes to make available to the Lessee
50 unmarked
(non-specific) parking places in the parking lot
of the Building, and the
Lessee hereby undertakes to rent from the Lessor
the right of use of 50
parking places as stated, on such levels and in
such parking places as
shall be dedicated for this purpose by the Lessor,
and as shall be
allocated by the Lessor from time to time, in return
for the sum of USD 60
(sixty US Dollars) per parking place (covered or
uncovered) per month, or
at such price as shall be current in the same period
for the remaining
tenants in the Taya Center.
|
| 12.2 |
Notwithstanding
the above, the Parties agree that, for 40 of the
above-mentioned parking
places, the Lessee shall, through December 31,
2001, be charged by the
Lessor by a total of USD 50 (fifty US Dollars)
only for one parking place
(covered or uncovered).
|
| 12.3 |
The
Lessee is granted the option to increase the number
of parking places
beyond that stated above, in accordance with the
number of parking places
remaining in the parking lot (if any); on the basis
of actual
availability, and at a monthly cost (for one parking
place) in the sum of
USD 60, or at such price as shall be current in
that period for the
remaining tenants in the Taya Center.
After such
increase of the number of
parking places, as aforesaid, a decrease of parking
places down to only 50
places, as set forth in Section 12.1, if the Lessee
wishes to do so, shall
require at least a one-month prior notice to the
Lessor.
|
| 12.4 |
The
sums detailed in this Section 12 (including the
sub-sections thereof)
shall be converted in accordance with the representative
exchange rate of
the US dollar as known on May 9, 2001, as stated
with regard to the Rental
Fee, and shall be linked to the Consumer Price
Index as stated above. VAT
by law shall be added to the payments due for the
parking. The payments
shall also be effected on a quarterly basis, in
advance, and in accordance
with the procedures for collection as detailed
in Section 6.5
above.
|
| 12.5 |
The
Lessee undertakes not to use the parking lots situated
at the front of the
Building on Haharoshet St. and Hataasiya
St.
|
| 13. |
|
| 13.1 |
The
Lessee hereby undertakes to use the Premises in
a cautious and reasonable
manner, to refrain from noises, to maintain the
cleanliness of the
Premises, the Building, and the Industrial Compound,
to refrain from
impairing the cleanliness of the Building and the
Industrial Compound, and
to refrain from causing damage and/or spoilage
to the Premises and to the
Building (with the exception of spoilages caused
as the result of
wear-and-tear accruing from ordinary and reasonable
use).
|
| 13.2 |
The
Lessee shall be obliged to repair immediately -
and at its expense - any
damage and/or harm that shall be caused to the
Premises and/or the
Building, by itself and/or its employees and/or
those using it and/or
those acting on its behalf, excluding reasonable
and ordinary
wear-and-tear.
The Lessor
undertakes that any harm
deriving from its faulty construction or use of
poor materials, or other
damages the Lessor is required to repair, shall
be repaired by it promptly
and at its expense, in such manner that the Lessee
shall be able to use
the Premises in a reasonable and normal
manner.
|
| 13.3 |
If
either Party is obliged to perform a repair under
this agreement, and
fails to perform the said repair within 14 days
from the date on which it
received written notification from the other Party,
the other Party shall
be entitled - but not obliged - to undertake the
said repair, at the
expense of the Party that failed to do so, and
the latter shall be
required to reimburse the Party undertaking the
repair for any amount it
shall expend for the implementation of the repair,
with the addition of
interest in the amount stated in Section 29.3 below,
which shall be
calculated from the date of the expenditure of
the sum and through to its
actual reimbursement.
|
| 14. |
The
Lessee hereby undertakes not to effect and not
to execute any changes
and/or addition and/or construction works, of any
type and kind (all of
which shall hereinafter be referred to as “Works”)
in the Premises, without obtaining the Lessor’s prior and written consent
thereto:
|
| 14.1 |
If
the Lessee executes Works without obtaining the
Lessor’s consent thereto,
then the Lessor shall be entitled - without derogating
from its right to
consider this tantamount to a breach of the agreement
as stated in Part
Eleven below (with all this entails)
-
|
| 14.1.1 |
To
instruct the Lessee to demolish the Works, and
the Lessee shall be
obliged, at its expense, to demolish and execute
as required in order to
restore the Premises to their condition prior to
the execution of the
Works, within 14 days from the date of the Lessor’s instruction.
Provided that
-
If the Lessee
shall fail to respond to the
Lessor’s instruction as stated in this paragraph, the
Lessor shall be
entitled - but not obliged - to execute the demolition
and the actions
required to restore the Premises to their previous
state, at the Lessee’s
expense, and the Lessee shall be obliged to reimburse
the Lessor for any
amount it shall expend to this end, against presentation
of tax invoices
for the works executed, and with the addition of
interest in the amount as
stipulated in Section 29.3 below, which shall be
calculated from the date
of expenditure of the sum by the Lessor and through
their actual
reimbursement to the Lessor.
|
| 14.1.2 |
To
retain the Works, as its property, and the Lessee
hereby expressly agrees
that the Works shall constitute the exclusive property
of the Lessor, from
the date of their execution, without the Lessor’s being required to pay
any amounts to the Lessee
therefore.
|
| 14.2 |
Subject
to the prior written consent of the Lessor, the
Lessee shall be entitled
to execute, at its liability and expense, actions
to adapt the Premises to
the Lessee’s needs, which actions shall be effected subject
to all the
content of this agreement, at the Lessee’s expense and liability. It is
clarified that all adaptations present in the Premises
as of the date of
signing the agreement are not included in the definition
of the additional
adaptations, and that all these as stated are agreeable
to the Lessor in
advance, and it does not and shall not have any
claim against the Lessee
with regard thereto.
|
| 14.3 |
If
the adaptations were made to the Premises or to
meet the Lessee’s needs
(as stated, subject to the express, prior, and
written consent of the
Lessor), all these, including their sundry details,
shall, at the end of
the Rental Period for any reason, be the property
of the Lessor, with the
exception of airconditioning systems installed
(with the Lessor’s
permission) by the Lessee. To prevent doubt, it
is hereby expressly
clarified that even if the Works shall be executed
with the Lessor’s
consent, it shall be entitled to instruct the Lessee,
at the end of the
rental in accordance with this agreement, to remove
all or any of the
Works, and to do anything required in order to
restore the Premises to
their prior condition, and the Lessee shall be
obliged to do so within 14
days from receipt of the Lessor’s notification. If the Lessee shall fail
to respond to the Lessor’s instructions as stated above, the provisions
in
the end of Section 14.1.1 in this section shall
apply, mutatis
mutandis and
in accordance with the circumstances of the
matter.
|
| 14.4 |
Prior
to the execution of all the said adaptations in
the Premises (Section 14.2
above), the Lessee shall furnish the Lessor with
copies of the plans and
diagrams (as the case may be) pertaining to the
execution of all the
adaptations.
|
| 14.5 |
The
Parties expressly agree that the Lessor shall be
entitled at any time to
execute changes in the front of the Building, provided
that these (or any
thereof) shall not substantively impair the Lessee’s use of the Premises
in accordance with the purpose of the rental and
in accordance with this
agreement.
|
| 14.6 |
Any
expense required for the adaptation of the fire
detection system inside
the Premises, in accordance with the requirements
of the Lessor’s safety
consultant, the fire department, the Municipality
of Raanana, and/or any
other body, and/or for the reconnection of the
system inside the Premises
to the central system of the Building, and/or adaptation
to Israeli
Standard 1220, or any other binding standard as
shall be introduced in the
future, shall be executed, applied, and included
in the general costs for
the preparation of the Premises for the Lessee’s needs as stated in
Section 2 of Appendix B-2 below.
|
| 14.7 |
It
is hereby agreed that any internal change that
shall be constructed by the
Lessee by means of detachable plaster divisions
shall not require the
prior consent of the Lessor, provided that the
Lessee shall furnish the
Lessor with plans as stated in Section 14.4 above,
and that it shall
restore the state to its prior condition in accordance
with the content of
Section 14.3 above.
|
| 15. |
|
| 15.1 |
The
Lessee shall be liable for any damage to person
and/or property or any
type or kind that shall be caused within the areas
of the Building, to the
Lessor and/or to any third party, including - but
without derogating from
the generality of the above - to the employees
of the Lessee itself,
pertaining to the Lessee’s use of the Building, including the defective
maintenance of the Premises by the Lessee and/or
by or through the
equipment installed in the Premises and/or the
Works, improvements, and
additions executed therein by the Lessee, and/or
by any person on its
behalf, and/or pursuant to an action or omission
of its employees and/or
those serving it and/or its agents and/or its suppliers
and/or its clients
and/or any person executing services for it and/or
any person present in
the Premises, in the Building, and/or in the Industrial
Compound with the
permission of the Lessee, provided that the damages
as stated were not
caused by the Lessor, its employees, its agents,
its authorized persons,
and/or any person on its behalf.
|
| 15.2 |
Without
derogating from the Lessee’s liability, whether in accordance with the law
or in accordance with this agreement, the Lessee
undertakes to maintain,
at its expense and for the duration of the rental,
the following
insurance:
|
| 15.2.1 |
Insurance
of the contents of the Premises, including the
Works, the additions, and
the improvements, including the furniture added
by the Lessor and/or for
the Lessor, in their full value, against all usual
risks, by means of a
policy known as an “extended fire” insurance policy.
Said insurance
shall include a clause
regarding the waiver of the right of substitution
toward the Lessor
pertaining to damage caused thereby, otherwise
than
deliberately.
|
| 15.2.2 |
Insurance
of all the Lessee’s activities in the Premises and in the environs
thereof
with employer’s liability insurance and third party liability
insurance.
The Lessee
undertakes to add the Lessor’s
name to the said insurance as a beneficiary, jointly
with the Lessee or
separately therefrom, pertaining to the Lessor’s liability as the owner of
the rights to the Industrial Compound as detailed
above, and pertaining to
its management of the Premises, and to annul the
right of indemnification
vis-à-vis the Lessor.
The Lessee
undertakes to present to the
Lessor, within 30 days from the date of signing
this agreement, and
without need for any further request, the insurance
policies as detailed
in this section above. The said insurance policies
shall provide insurance
coverage to the satisfaction of the Lessor’s insurance consultant, and the
Lessee undertakes to amend and/or adapt these in
accordance with the
Lessor’s requirements as stated, if any. Without derogating
from the
generality of the above, the said insurance policies
shall include a cross
liability clause, and the limit of liability therein
shall be in the sum
of USD 500,000 (five hundred thousand US Dollars)
per event and per
period.
If the Lessee
fails to maintain the
insurance coverage as detailed in this Section
15 above, the Lessor shall
be entitled - but not obliged - to maintain this
insurance coverage at the
Lessee’s expense, and the Lessee shall be obliged to reimburse
the Lessor
for any amount it shall incur for this purpose,
with the addition of
interest in the rate stipulated in Section 29.3,
to be calculated from the
date of expenditure of the sum as stated by the
Lessor and through their
actual reimbursement thereto.
|
| 15.3 |
Without
derogating from the provisions of Sections 15.1
and 15.2 above, the Lessee
hereby undertakes to take all steps that shall
be required in order to
nullify any request directed to the Lessor and/or
any claim filed against
the Lessor relating to any of the damages stated
in Section 15.1 above,
and to indemnify the Lessor for all sums it shall
be required to expend
under the terms of a verdict or arbitration ruling
that shall be granted
in such a claim, immediately upon the Lessor’s first request. The Lessee
shall be given the opportunity to participate,
at its expense, in the
legal defense against any claim against the Parties
pertaining to the
rental in accordance with this agreement, together
with the Lessor and
with mutual cooperation between the
two.
|
| 15.4 |
The
Lessee undertakes that all the said policies shall
include a clause
providing for nullification with 60 days prior
notice, and that the
insurer in accordance with the said policies shall
be required to inform
the Lessor of the intention to nullify these, in
writing, with advance
warning of at least 60 days.
|
Part
Six: Maintenance Services
| 16. |
|
| 16.1 |
The
Lessor hereby undertakes to provide, and the Lessee
hereby undertakes to
purchase from the Lessor and/or from another third
party, at Lessor’s
discretion, maintenance services as detailed in
the Maintenance Services
Appendix attached to this agreement as Appendix
C
(which shall not be connected to the construction
works to be undertaken
in the Building and/or in the Industrial Compound
by the Lessor), this at
a reasonable and professional standard, and in
accordance with the
reasonable needs as required for the proper maintenance
of the Building
and/or the Industrial
Compound.
|
|
As
remuneration for these maintenance services, the
Lessee shall pay the
Lessor the sum of USD 2.50 per square meter per
month. Payment for
maintenance shall be made quarterly (in advance)
with the Rental Fee, by
standing order, as in Section 6.5 above. The maintenance
fee shall be
converted by the representative exchange rate of
the dollar as stated
above (USD 1.00 equals NIS 4.145), and shall be
linked to the Consumer
Price Index. VAT by law shall be added to the maintenance
fee, to be paid
by the Lessee together with the payment for the
maintenance fee and
against a lawful tax invoice.
|
| 16.2 |
As
of September 1, 2006, (the date of commencement
of the Additional Period),
the maintenance fee to be paid by the Lessee shall
be updated, such that
this shall be adjusted to the monthly amount per
square meter to be paid
by the majority of the tenants in the Southern
Wing of the
Building.
|
| 16.3 |
The
Lessor shall be entitled to undertake the execution
of the said
maintenance services by means of any body as it
shall determine, at its
absolute and exclusive discretion, and it shall
be entitled to associate
with the above-mentioned body by itself (and to
collect from the Lessee
the service fee due therefrom), or to instruct
the Lessee to associate
with that body in a services agreement, in such
format as shall be current
at this point with the Lessor or with the actual
provider of the services
(and to pay the service fee due therefrom directly
to this body), provided
that the service fee the Lessee shall be required
to pay the Lessor or the
body as stated shall not exceed that stated in
Section 16.1 and/or 16.2
above.
|
Part
Seven: The Lessor’s Rights
| 17. |
The
Parties condition and agree that the Lessor and/or
its representative
and/or any person acting in its name and/or on
its behalf shall be
entitled to convey through (or on) the Premises
pipes, channels, and other
conduits, water, sewage, gas, electricity, telephone,
and/or for any other
purpose, and to execute works and/or installations
and/or other repairs in
the Premises for the purpose of the use of the
property adjacent to the
Premises, or for any similar purpose, all provided
that
-
|
| 17.1 |
The
Lessor shall use the authorities granted to it
in this Section 17 in a
form and manner that shall not harm the reasonable
use of the Premises,
and that the inconvenience and/or disruptions caused
to the Lessee shall
be as slight as possible.
|
| 17.2 |
The
Lessor shall execute all repairs required to restore
the state of the
Premises to their prior condition in those parts
of the Premises -
including parts in which the works, improvements,
and repairs were
executed as stated above - injured by the execution
of works as stated in
Section 17 above.
|
| 17.3 |
The
Lessor shall coordinate with the Lessee, insofar
as possible, the dates on
which the works as stated shall be
executed.
|
| 18. |
The
Lessor shall be eligible and entitled to execute
all construction and
development works it shall see fit in the Building
and/or in the
Industrial Compound, and the Lessee shall not be
entitled to object to the
execution of the works as stated and/or to intervene
in the execution
thereof.
The Lessor
shall act so that the execution
of the works mentioned in Section 17 above, and
in this Section 18, shall
not unreasonably and for a protracted period impair
the Lessee’s
activities and its possibility to use the
Premises.
|
| 19. |
The
Lessor and/or its representative have the right
to enter the Premises,
during the Lessee’s regular working hours, and after coordinating
therewith reasonably in advance, in order -
|
| 19.1 |
To
examine whether the Lessee is complying with the
conditions of this
agreement.
|
|
19.2
|
To
execute repairs as required for the purpose of
the Building, or of any
part thereof, within the area of the
Premises.
|
| 19.3 |
To
execute construction and/or demolition works it
is entitled to execute in
accordance with Part Seven of this agreement and
Sections 17 and 18
above.
|
| 19.4 |
To
demonstrate the Premises to potential buyers and/or
tenants, with prior
coordination with the Lessee.
|
| 20. |
The
Parties condition and agree that -
|
| 20.1 |
The
Industrial Compound, as well as the public areas
in the Building,
including roofs, security rooms, shelters, basements,
entrance rooms,
etc., shall remain in the sole legal possession
of the Lessor, and the
Lessee shall not be entitled to use these (otherwise
than as described in
Section 12 above), unless it has received prior
and written authorization
therefore from the Lessor, and within the framework
of such restrictions
as shall be established in such
authorization.
|
| 20.2 |
The
Lessor shall be entitled to use the Industrial
Compound, the Building
(with the exception of the Premises), and the joint
areas in the Building,
and/or to grant others permission to use these,
in accordance with its
absolute and exclusive discretion, provided that
the Lessee’s reasonable
use of the Premises, and its access thereto, shall
not be disrupted, and
that the empowered authorities shall authorize
such use when such
authorization is required.
|
Part
Eight: Transfers; Replacement Lessee
| 21. |
The
Parties expressly condition and agree that the
Lessor shall be entitled to
sell and to transfer its rights in the Industrial
Compound and/or the
Building, and/or the Premises, and/or to execute
therein (or not to oppose
the execution therein) of any other disposition,
to any person as it shall
see fit, without its being required to receive
the Lessee’s consent
thereto, all provided that the Lessee’s rights in accordance with this
rental agreement shall not be
impaired.
|
| 22. |
|
| 22.1 |
The
Lessee hereby undertakes not to transfer the rental
of the Premises to
another, not to deliver or let the Premises to
another, not to permit
another to use the Premises, and not to include
another in the possession
and/or use of the Premises, or in the business
managed therein, and not to
grant another any right in the Premises, all these
whether with or without
remuneration, whether permanently or
temporarily.
|
| 22.2 |
Notwithstanding
the above, the Lessee shall be entitled to transfer
or to assign its full
rights in accordance with this agreement to another
lessee, similar in its
economic resilience and character to the Lessee
or to the remaining
tenants in the Building, provided that the following
conditions are
maintained:
|
| 22.1.1 |
The
identity of the other lessee has been authorized
in advance by the Lessor.
To prevent doubt, it is hereby clarified that the
Lessor shall not refuse
to grant its consent otherwise than on reasonable
grounds.
|
| 22.1.2 |
The
other lessee shall furnish the Lessor with suitable
securities to the
Lessor’s satisfaction, and shall associate with the Lessor
in a rental
agreement as shall be current at that time with
the
Lessor.
|
| 22.1.3 |
The
other lessee shall request to use the entire Premises
for the purpose of
rental as stated in Section 2.1 above.
|
| 22.3 |
It
is agreed that Article 22 of the Rental and Loans
Law, 5731-1971, or
similar legal provisions enacted at any point in
the future, shall not
apply to the relations between the Parties in accordance
with this
agreement.
In this Section
22 (including its
sub-sections), “Premises” includes only part
thereof.
|
Section
Nine: Vacating the Premises
| 23. |
The
Lessor hereby undertakes that, not later than the
end of the Rental
Period, or at another date on which this agreement
shall be terminated in
accordance with the provisions of this agreement
(either of which dates
shall be referred to hereinafter as “the
Vacating Date,”)
it shall vacate the Premises of any person and
object, with the exception
of objects remaining in the Premises in accordance
with this agreement,
and shall deliver the Premises to the Lessor in
a good, proper, clean, and
orderly condition as it received them, with the
exception of wear-and-tear
accruing from reasonable use and in accordance
with the purpose of the
rental.
|
| 24. |
|
| 24.1 |
Ninety
(90) days prior to the return of the Premises to
the Lessor by the Lessee,
an inspection of the Premises shall be undertaken
by the Lessor and/or a
representative on its behalf, who shall, together
with the Lessee, prepare
a list of repairs the Lessee is required to execute,
including repairs of
damages and spoilages, and/or repairs and changes
relating to the
restitution of the Premises to its former state
and condition in
accordance with the state of the Premises at the
time of delivery of
possession (Section 3.4.3 above), and excluding
reasonable wear-and-tear
(hereinafter - “the
Repairs;”)
the above-mentioned list shall also determine the
value of the
Repairs.
|
| 24.2 |
The
Lessee undertakes to execute all the Repairs, if
required, in accordance
with the above-mentioned list, by the Vacating
Date of the Premises in
accordance with the provisions of this
agreement.
|
| 24.3 |
In
any case in which the Lessee shall fail to execute
the Repairs, these
shall be executed by the Lessor at the expense
of the Lessee, and the
Lessor shall commence execution on the date on
which this shall
practically be possible in accordance with the
state of possession of the
Premises (hereinafter - “the
Date of Commencement of the Repairs”).
In such case, the period of repairs shall be considered
to have begun from
the Date of Commencement of the Repairs, and insofar
as this period shall
extend beyond the period of the duration of the
rental in accordance with
the provisions of this agreement, the Lessee shall
be considered not to
have vacated the Premises promptly for the duration
of this period of
excess, and the provisions of Section 25 pertaining
to the failure
promptly to vacate the Premises shall apply to
this period of excess, and,
in addition thereto, the Lessee shall be obliged
to reimburse the Lessor,
immediately upon first request, for all the Lessor’s expenses, and to
reimburse the Lessor for any damage, loss, or prevention
of profit
accruing from the state of the Premises and/or
the need to bring these to
a proper and good condition.
|
| 25. |
|
| 25.1 |
If
the Lessee fails to vacate the Premises promptly
on the Vacating Date,
contrary to the provisions of this agreement, then,
without derogating
from the Lessor’s right to exercise its right to receive the Premises
by
any lawful means as it shall see fit, the Lessee
shall be obliged to pay
the Lessor agreed and predetermined compensation,
in an amount equal at
that time to double (200%) the daily Updated Rental
Fee for each square
meter of the Premises, for each day after the Vacating
Date on which it
shall continue to hold the Premises.
The
Parties
hereby expressly declare that the agreed and
predetermined sum of
compensation stated above was determined after
a balanced and cautious
evaluation of the damages that shall be caused
to the Lessor pursuant to
the non-vacating of the Premises by the Lessee
as of the Vacating Date,
and that the Lessee shall accordingly be prevented
from claiming that the
compensation was determined without reasonable
proportion to the damage
the could have been predicted at the time of
execution of this agreement,
as the probable result of the failure promptly
to vacate the Premises on
the Vacating Date.
The
said sum of compensation in Section 25.1 shall
be linked to the Base Index
and updated in accordance with the rate of change
between the Base Index
and the Index known as of the Vacating
Date.
|
|
25.2
|
The
Parties hereby expressly condition and agree that
the content of Section
25.1 above shall not release the Lessee from its
undertakings in
accordance with Section 23 above, and/or grant
the Lessee the right to
continue to hold the Premises (against payment
of the agreed and
predetermined compensation), and/or constitute
consent on the part of the
Lessor to the extension of the Rental Period, and/or
constitute waiver on
the part of the Lessor of any of its rights, and/or
impair the Lessor’s
right to receive any other remedy and relief, including
- but without
derogating from the generality of the above- the
removal of the Lessee
from the Premises (by a claim to be filed in asummary
procedure) and
compensation in an amount higher than that stated
in the above-mentioned
Section 25.1.
|
Part
Ten: Inapplicability of the Tenant Protection Laws
| 26. |
The
Lessee hereby expressly declares that it has not
paid, and shall not pay,
to the Lessor any amount that is for its consent
to let the Premises to
it, whether by way of key money or otherwise, and
that the construction of
the Premises was completed after August 20, 1968,
and, accordingly, it is
hereby agreed that -
|
| 26.1 |
The
provisions of the Tenant Protection Law (Combined
Version), 5732-1972, and
the provisions of any other law granting and/or
that shall grant
protection in the Premises, do not and shall not
apply to the rental in
accordance with this agreement.
|
| 26.2 |
The
Lessee shall not be eligible to receive any payment
upon vacating the
Premises in accordance with Section Four of the
Tenant Protection Law
(Combined Version), 5732-1972.
|
Part
Eleven: Breaches
| 27. |
Either
Party that shall breach and/or fail to observe
any of its obligations in
accordance with this agreement shall be required
to compensate the
observing Party for all damages and losses it incurs
pursuant thereto,
without derogating from the right of the observing
Party to receive any
other and/or additional relief and/or remedy, including
the enforcement of
the provisions of this agreement and/or the obtaining
of injunctions
pertaining to its breach.
|
| 28. |
|
| 28.1 |
The
Parties hereby state that a breach of any term
and/or undertaking
stipulated in sections 2, 3, 4, 5, 6, 7, 8, 9,
11, 13, 14, 15, 16, 22, and
23, including non-compliance with the dates stated
therein, shall be
considered a fundamental breach of this agreement.
To remove any
doubt - even if the Lessor
takes upon himself the Lessee’s obligations, or some of the Lessee’s
obligations, this shall not detract from its constituting
a breach
relating to a fundamental breach.
|
| 28.2 |
If
either Party committed a fundamental breach of
this agreement, and failed
to rectify this breach within 14 days, the observing
Party shall be
entitled, at the end of the period stated above,
to inform the other
Party, in writing, of the nullification of the
rental in accordance with
this agreement, and, if it shall do so, the Lessee
shall vacate the
Premises and return these to the Lessor, in the
condition as stated in
Section 23 above, within 14 days from the date
of the notification. To
prevent doubt, the said period above (14 days from
the remedy of the
breach, and/or 14 days from the breach), shall
not, in any case, be
considered as periods in which the Lessee has been
excused interest on its
arrears in payment.
The content
of this section shall not
derogate from the right of the observing Party
to claim and receive,
together with the nullification of the agreement
or instead thereof, any
other lawful relief, including compensation and/or
a decree nisi and/or an
injunction.
|
| 29. |
Without
derogating from the provisions of Section 27 and
28 above, the Parties
hereby condition and agree as
follows:
|
| 29.1 |
Without
derogating from other provisions in this agreement,
if the Lessee fails to
pay any amount it is required to pay in accordance
with the provisions of
this agreement, the Lessor shall be entitled -
but not obliged - to pay
the above-mentioned amount, or any part thereof,
after granting the Lessee
prior notification of 48 hours of its intention
so to do, and, if it does
so, the Lessee shall be obliged to pay the Lessor,
immediately upon being
so required thereby, any amount expended by the
Lessor as stated, with the
addition of interest as stated in Section 29.3
below, calculated from the
date of expenditure of the sum by the Lessor and
through their actual
reimbursement thereto.
|
| 29.2 |
If
the Lessee is in arrears in paying any amount it
shall be required to pay
the Lessor in accordance with the provisions of
this agreement, then,
without derogating from the Lessor’s right to request and receive any
right granted thereto in this agreement and/or
by law, it shall be
entitled to receive from the Lessee interest in
the rate as stated in
Section 29.3 below, calculated from the date of
applicability of the
payment as stated and through its actual payment,
or Index linkage, for
the duration of the said period as above, as the
Lessor shall
choose.
|
| 29.3 |
The
interest the Lessee shall be required to pay the
Lessor in accordance with
the provisions of this agreement shall be the bank
interest for ordinary
unauthorized credit as this shall be at the time
of the payment, at Bank
Hapoalim Ltd. - with the addition of 1% per month
or any part thereof. The
authorization in writing of the director of a branch
of Bank Hapoalim Ltd.
regarding the bank interest rate for ordinary unauthorized
credit
collected at this bank, at the given time, shall
constitute conclusive
proof for this matter.
|
| 30. |
|
| 30.1 |
It
is hereby agreed that if the Lessee shall be in
arrears in any payment
incumbent on it in accordance with this agreement,
including the Rental
Fee, maintenance expenses, and/or fees for usage
of the electric grid,
and/or any other consumption and usage charges,
and the Lessee shall fail
to regulate these arrears within 14 days from the
date on which it shall
be required to do so in writing by the Lessor,
the Lessor shall be
entitled, in addition to any other relief granted
in accordance with this
agreement and/or in accordance with any law, to
take any or all of the
following steps:
|
| 30.1.1 |
To
disconnect the electricity and/or water supply
to the
Premises;
|
| 30.1.2 |
To
discontinue all the other maintenance services
for the
Premises;
|
| 30.1.3 |
To
delay the removal of equipment, raw materials,
and products belonging to
the Lessee and present in the Premises pending
payment of all amounts not
yet paid by the Lessee up to that
date;
|
| 30.1.4 |
To
remove the equipment, raw materials, and products
from the Premises, store
them at the Lessee’s expense, and take possession of the Premises
or let
them to another;
|
| 30.1.5 |
To
sell the equipment, raw materials, and products
in the Premises for the
purpose of payment of the debt, and to transfer
these for storage at the
Lessee’s expense and liability.
|
| 30.2 |
Without
derogating from the provisions of Section 30 above
(including its
subsections), the Lessee hereby expressly agrees,
by way of an irrevocable
consent and undertaking on which third party rights
depend, that insofar
as it shall violate the rental agreement and fail
to rectify the breach
(as described in Section 30.1 above), it hereby
agrees, irrevocably as
stated, to the appointment of the Lessor’s representative as a receiver
for the business and equipment in the Premises
(or for the Lessee itself,
as the case shall be), and it further hereby permits
the Lessor (or its
representative) to any action required - without
any opposition on the
part of the Lessee - to remove the Lessee and its
chattels from the
Premises and to store the Lessee’s chattels at the Lessee’s
expense.
|
| 31. |
Without
derogating from the content of Sections 29 and
30 above, the Parties
condition and agree that, in any case in which
a temporary or permanent
receiver, and/or a pre-liquidator, is appointed
for the Lessee, and/or a
liquidation order and/or order for the appointment
of a temporary
liquidator, is issued against it, and the said
order shall not be
cancelled within 21 days, the act of appointment
and/or the order and its
non-cancellation within the said period, shall
constitute a fundamental
breach of the provisions of this agreement, and
the Lessor shall be
entitled to activate, in the said circumstances,
the provisions of
Sections 29 and 30 above against the Lessee and/or
the receiver and/or the
pre-liquidator, and/or the liquidator and/or the
temporary
liquidator.
|
Part
Twelve: Securities
| 32. |
Bank
Guarantee
|
| 32.1 |
As
partial security for the payment of the Rental
Fee and other payments,
including payments pertaining to maintenance, use,
parking, consumption,
and the other charges of the Lessee in accordance
with this agreement, the
Lessee shall, on the occasion of signing this agreement,
submit an
autonomous bank guarantee to the Lessor’s satisfaction, valid from the
date of signing the agreement and through the end
of three (3) months
after the end of the Rental Period, in an amount
in new Israeli shekels
equal to the sum of USD 180,000 (one hundred eighty
thousand dollars) (NIS
746,000), linked to the Consumer Price Index in
accordance with this
agreement.
|
| 32.2 |
The
Parties agree that, subject to compliance with
all the Lessee’s
obligations in accordance with this agreement,
the amount of the guarantee
shall be reduced by USD 12,500, each year through
November 30, 2005. It is
clarified that, as of November 30, 2005, and through
the end of the Rental
Period, the amount of the guarantee shall remain
in the sum of USD
120,000.
|
| 32.3 |
An
essential condition for the realization of the
right to rent the Premises
for an Additional Period is the extension of the
validity of the bank
guarantee through to November 30, 2009, in the
sum of USD
120,000.
To prevent
doubt, it is clarified and
emphasized that the bank guarantee shall also apply
to the Lessee’s
charges in accordance with Appendix B-2 to the
rental agreement, including
its various sub-sections.
|
Part
Thirteen: Miscellaneous
| 33. |
With
the signing of this rental agreement, the contractual
association between
the Parties in accordance with the rental agreement
dated March 10, 2000,
including the two appendices to the rental agreement,
is terminated by
consent, as of the Date of Actual Delivery of Possession,
as stated in
Section 3.5.3 of this agreement, viz. October 16,
2001 or October 23,
2001, whichever is the later, provided that that
Lessee has complied with
all its undertakings relating to these Premises
and vacated by the
above-mentioned date.
|
| 34. |
The
cost of stamp duty for this agreement shall be
borne by the Parties in
equal parts.
|
| 35. |
The
Parties expressly condition and agree that the
execution of each of the
Lessor’s obligations in accordance with this agreement
is conditioned on
the preceding observance by the Lessee of its obligations,
and that the
Lessor is entitled - in addition to any other right
accruing from this
agreement and/or from any law - to delay execution
of any of its
obligations pending compliance by the Lessee with
all its obligations for
which the date of execution has occurred as of
that
time.
|
| 36. |
If
the date for the execution of any obligation in
accordance with this
agreement falls on the Sabbath, a festival, or
any other day of rest, the
said obligation shall be performed on the next
business day after the said
date, and the actual date of the obligation shall
be considered the
original date of obligation for every
purpose.
|
| 37. |
This
agreement reflects the full and exhaustive agreement
between the Parties
regarding the matters and issues discussed therein,
and it replaces and
nullifies any presentation, agreement, negotiation,
custom, memorandum,
proposals, summaries of discussions, letters of
intent and/or undertaking,
and any other document, that pertained or was exchanged
(whether in
writing or verbally) on the said matters and issues
between the Parties
prior to the signing of this
agreement.
|
| 38. |
The
Parties shall take all additional actions (including
execution of
payments, bearing of costs, signing additional
documents, and furnishing
any authorization) required of them for the purpose
of the application and
execution of the letter and spirit of this
agreement.
|
| 39. |
The
agreement of either of the Parties to deviate from
any condition in this
agreement, in a specific instance or in a series
of instances, shall not
constitute a precedent and shall not be used for
comparison by analogy for
any other instance in the future.
|
| 40. |
If
either Party did not enforce, or enforced in arrears,
any of the rights
accruing to it in accordance with this agreement
and/or by law, in a given
instance or in a series of instances, this shall
not be considered a
waiver of the said right or of any other
rights.
|
| 41. |
The
Parties hereby waive any right of offsetting granted
to them in accordance
with any law and/or agreement, all with regard
to their obligations and
rights in accordance with this
agreement.
|
| 42. |
The
Parties hereby expressly agree that this agreement
and its upholding by
the Parties shall be determined, interpreted, and
regulated in accordance
with the laws of the State of Israel. The authorized
courts in Tel Aviv,
and these alone, shall have exclusive judicial
authority in any dispute
relating to this agreement.
|
| 43. |
Notifications
relating to this agreement shall be sent by registered
mail or facsimile,
or shall be delivered by hand in accordance with
the Parties’ addresses as
stated in the above Preamble (or any other address
as shall be the subject
of appropriate written notification), and any notification
as stated shall
be considered to have been delivered to its destination
at the earliest of
the following times: on its dispatch by facsimile,
or on its actual
delivery (or its offering to the addressee, in
the even of refusal to
accept), or after three (3) business days from
the date on which it was
delivered for dispatch by registered
mail.
|
Witnessed
by the Parties’ signatures:
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
By:
[Signature and Stamp]
|
By:
[Signature and Stamp]
|
Appendix
B-1 - Section 3.3 of the Agreement
Specifications
for the Delivery of the Premises As Is to Wintegra Ltd.
| 1. |
Gross
area of 1,119 sq.m., divided into -
10
rooms;
3
conference rooms, each with mini-closet and sink;
6
laboratories, electric, computer, and communications
rooms;
Kitchenette,
as describe below;
Open
space work corners in the remaining area of the
Premises as stated in the
Divisions Plan prepared by Architect ▇▇▇▇ ▇▇▇▇▇
and attached to the
agreement.
|
| 2. |
Carpeting
-
wall-to-wall carpeting throughout the Premises,
with the exception of the
laboratories, electricity and computer rooms, which
are covered with
antistatic tiling, and the kitchenette, which is
tiled in
ceramics.
|
| 3. |
Ceilings
-
acoustic ceilings from modular mineral plates,
60/60, throughout the
Premises.
|
| 4. |
Lighting
units
-
sunken light units (louvers) throughout the Premises,
and dual purpose
emergency / routine lighting as per the standard,
in accordance with as
made plan no. 439-102 and 439-___ prepared
by Engineer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, attached to the
agreement.
|
| 5. |
Doors
-
painted wooden doors on all rooms; double glass
entrance door. Steel
“Pladelet” doors on the rear emergency exit and in the storeroom
by the
small desk - opposite the executive
rooms.
|
| 6. |
Windows
-
windows according to the standard in the building,
as currently comprised
- 50% for “dry keep” opening.
|
| 7. |
Bathrooms
-
(in the public floor areas) - 3
units of women’s bathrooms;
3 units of
men’s bathrooms + 3 men’s
urinals.
|
| 8. |
Kitchenette
-
lower utensils closet and upper utensils closet,
sink, and marble
counter.
|
| 9. |
Power
and communications facility
-
according to as made plan no. 439-103, 108, prepared
by Engineer Vatnik,
attached to the agreement.
Electrical
board
-
according to as made plan no. N:SL119, prepared
by E.M.I. - Electric Works
Ltd., dated February 4, 1997, and attached to
the agreement.
Alarm
system
-
wiring for an alarm system, including detectors,
throughout the
Premises.
UPS
system
-
wiring for a UPS system in most of the area of
the
Premises.
|
|
10.
|
Safety
and PA
-
two detection and smoke systems in accordance with
the fire department
requirements, also connected to the main coordinator
in the Taya Center,
and a PA system in accordance with as made plan
no. 439-106, 107, prepared
by Engineer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, attached to the
agreement.
|
| 11. |
Air-conditioning
(for heating and cooling)
in
accordance with as made plan 388-2-1 (new, prepared
by Engineer ▇▇▇▇▇▇
▇▇▇-▇▇▇ - 5 split units (Elco) for air-conditioning
of the rooms facing
the parking lot on the third floor, and 10 mini-central
units (Unique) for
air-conditioning the remaining areas of the Premises.
The list of
the air-conditioning units is
detailed below:
|
|
Premises
|
Type
|
Model
|
HP
BTV
|
Date
|
By
|
Warranty
until
|
|
Ton
of refrigeration
|
Installed
|
|||||
|
Webaccess
|
Mini
central
|
Unique
- area 2-3 - 40,41,42 + 54,55
|
6
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
Former
|
Mini
central
|
Unique
- area 5 - room 37
|
4
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
3
|
Mini
central
|
Unique
- area 1-7, rooms 68-77
|
9
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
4
|
Mini
central
|
Unique
- area 2-7, r. 45-48, 59-63
|
9
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
5
|
Mini
central
|
Unique
- area 3-7 - 51-58, 82-84
|
9
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
6
|
Mini
central
|
Unique
- area 8 - room 67
|
2.5
tr - MS300
|
March
97
|
Thermodor
|
March
98
|
|
7
|
Mini
central
|
Unique
- area 10 - rooms 49,50,85
|
5
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
8
|
Mini
central
|
Unique
- area 11 - rooms 89,90
|
6
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
9
|
Mini
central
|
Unique
- area 12 - room 88 (lab)
|
6
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
10
- addition by Webaccess
|
Mini
central
|
|
Sept.
98
|
Thermodor
|
Sept.
98
|
|
|
1
|
Split
- upper
|
Electra-Elco
- room 43
|
1.6
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
2
|
Split
- upper
|
Electra-Elco
- room 78
|
1.4
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
3
|
Split
- upper
|
Electra-Elco
- room 79
|
1.4
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
4
|
Split
- upper
|
Electra-Elco
- room 80
|
1.4
ton refrig.
|
March
97
|
Thermodor
|
March
98
|
|
5
|
Split
- upper
|
Electra-Elco
- room 81
|
1.4
ton refrig.
|
▇▇▇▇▇
▇▇
|
▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇
▇▇
|
|
▇▇.
|
List
of items left in the Premises:
|
| 1. |
In
the Conference Room
-
large table, 1.83 x 6.00, and wall board 2.00 x
1.00 sq.m.
|
| 2. |
Secretaries’
Corner
-
secretaries desk, closet including lower and upper
closet - width 2.60 m -
8 doors, and mini-closet, width 0.53m and height
0.77
m.
|
| 3. |
Second
executive room
-
2 closets, width 2.40 m, height 2.12 - 6 doors
each.
|
| 4. |
Vertical
curtains
-
25 vertical curtain units on windows, and 6 (long)
on glass doors facing
the parking lot on Hataasiya St.
|
|
[Signature
and Stamp}
|
[Signature
and Stamp]
|
|
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
Appendix
B-2
Procedure
for the Delivery of the Premises
| 1. |
The
delivery of the Premises shall be executed in accordance
with the
Authorized Implementation Plans, as these shall
be determined by the
project manager and the Lessee. The Parties shall
fully cooperate in order
to complete the Adaptation Works promptly and to
the Lessee’s
satisfaction.
|
| 2. |
All
works deriving from the Authorized Implementation
Plans shall be executed
by the Lessor and at its expense, provided and
on condition that all the
expenses on account thereof, including all fees
for consultants of all
types - including the electrical engineer, the
air-conditioning engineer,
the plumbing engineer, the safety engineer, the
acoustics engineer, the
project manager for the management and supervision
of all the works that
are the subject of the Authorized Implementation
Plans, and all the
remaining as stated above, shall not exceed the
sum of one hundred fifty
(USD 150.-) dollars, per net square meter, in accordance
with the net area
of the Premises of 973.04 sq.m. (nine hundred seventy
three square
meters), and, in total, USD 145,956 (one hundred
forty five thousand nine
hundred fifty six US dollars).
It is clarified,
to prevent doubt, and
without derogating from the generality of the above,
that the fees of all
the consultants stated in this Section 2 above
were determined at the
Lessor and the Lessee’s request (with the exception of the project manager
and the safety consultant, with whom the association
was made by the
Lessor), subject to the Lessor’s
authorization.
|
| 3. |
The
Parties agree that the project manager shall examine
and authorize, in
full coordination with the Lessee’s representatives, accounts from the
implementation contractors and consultants, as
well as the conformity of
the works and the Authorized Work Plans, provided
that, in this matter, he
shall act in accordance with accepted professional
standards and in good
faith.
|
| 4. |
Any
expense that shall be required in connection with
the execution of the
works that are the subject of these specifications
and the cost of which
shall be above
the sum of USD 150.- per square meter as stated
(in accordance with the
net area of the Premises of 973.04 square meters),
shall be borne and paid
by the Lessee, or shall be paid by the Lessor and
reimbursed by the Lessee
to the Lessor not later than the Actual Date of
Delivery of Possession.
For this purpose, it is agreed that no expense
beyond the USD 150 per
square meter as stated shall be incurred otherwise
than by coordination
with the Lessee and subject to its
consent.
|
| 5. |
The
Lessee agrees that if it fails to meet its undertaking
to rent the
Premises for the Rental Period in accordance with
this agreement, and
fails to pay the Rental Fee for the period of at
least
fifty six months, it then hereby undertakes, in
any case as stated, and
irrevocably, to repay the Lessor an amount constituting
the return of the
discount in the Rental Fee (granted on the assumption
of fifty six full
months of rental), in accordance with a repayment
of 21.43% a year (viz.
21.43% of the total of USD 145,956.-, with the
addition of VAT), or the
appropriate relative part (for a part of a year)
(for example only, if the
actual rental is for a period of only thirty two
months, the amount to be
paid to the Lessor by the Lessee shall be 42.86%
of the discount amount
granted as stated, viz. USD 62,557, with the addition
of VAT, and if the
actual rental shall be for a period of only 20
months, then the amount to
be paid to the Lessor by the Lessee shall be 21.43%
of the discount amount
in the Rental Fee as stated, viz. USD 31,278.50,
with the addition of VAT
(“the
Restitution Amount”).
The Restitution
Amount shall be converted
in accordance with the representative exchange
rate of the dollar as
stated above (USD 1.00 equals NIS 4.145), shall
be linked to the Consumer
Price Index in accordance with the rental agreement,
with the addition of
annual interest at the rate of 7%, and shall be
paid immediately upon
notification by the Lessee of its intention to
vacate the Premises prior
to the end of 5 years’ rental.
|
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
[Signature
and Stamp}
|
[Signature
and Stamp]
|
Appendix
C - Maintenance Appendix
(Section
16 of the Agreement)
| 1. |
The
Lessor hereby undertakes to provide, and the Lessee
hereby undertakes to
purchase from the Lessor and/or from an other third
party, as decided by
the Lessor, the maintenance services detailed below,
at a reasonable and
professional level, and in accordance with reasonable
needs as shall be
required for the purpose of the proper maintenance
of the Building and/or
the Industrial Compound. In return for these maintenance
services, the
Lessee shall pay the Lessor USD 2.5 per square
meter per month. The
payment for maintenance services shall be made
on a Quarterly basis (in
advance) with the Rental Fee.
|
| 2. |
Beginning
September 1, 2006, (the date of commencement of
the Additional Period),
the maintenance fee to be paid by the Lessee to
the Lessor shall be
according to the maintenance fee (per square meter)
that shall be paid by
most of the tenants in the Industrial Compound,
as detailed in Section
16.2 of the agreement.
|
| 3. |
To
prevent doubt, it is clarified that the maintenance
fee shall also be
linked to the Index (in accordance with the manner
of linkage of the
Rental Fee).
|
| 4. |
In
this appendix, the following terms shall have the
meaning recorded
alongside:
“Built
Areas” - the areas on which buildings are erected, including
the areas
adjacent to each building.
“Public
Built Areas” - those parts of the buildings serving all the
tenants of the
building.
Terms
not expressly defined in this appendix shall
have the same meaning as in
the rental agreement to which this appendix is
attached.
|
| 5. |
The
maintenance services as detailed in this appendix
are the minimum
maintenance services the Lessor undertakes to
provide.
|
| 6. |
The
Lessor shall not be obliged to provide and/or execute
and/or cause to be
provided or executed additional maintenance services,
but it shall be
entitled, at its discretion, to do
so.
|
| 7. |
The
maintenance services as detailed in this appendix
shall be provided or
executed to a reasonable professional standard,
efficiently, and on an
ongoing basis, with the goal of maintaining the
Built Areas and the Public
Built Areas and enabling quality of life for the
Lessee, for its employees
and its guests, for the entire duration of the
Rental
Period.
|
| 8. |
The
maintenance services that shall be provided and/or
executed by the Lessor,
and/or which it shall cause to be provided or executed,
shall be as
follows:
|
| 8.1 |
Cleaning
of the Built Areas and the Public Built Areas (with
the exception of the
parts of those areas held directly by the Lessee),
including cleaning of
internal non-municipal streets roads, and sidewalks,
parking lots,
stairwells, and corridors (excluding corridors
and stairwells held by the
Lessee).
|
| 8.2 |
Gardening
works in the decorative areas adjacent to the
Building.
|
| 8.3 |
Maintenance
of the parking lots, and the parking areas maintained
and/or which shall
be installed in the area.
|
| 8.4 |
Attention
(including financing) in all matters relating to
the supply of electricity
(on the basis of the cost of electricity for residential
use).
|
| 8.5 |
Installation
and maintenance of environmental signs in the Industrial
Compound and
adjacent to the Building.
|
| 8.6 |
Installation
and maintenance of the lighting installed in the
Industrial Compound and
which shall be installed therein in the future,
including installation and
maintenance of lighting in the Building and in
the public areas (but
excluding municipal lighting).
|
| 8.7 |
Maintenance
of elevators and power systems in the
Building.
|
| 8.8 |
Preservation
and maintenance of the water pipes.
|
| 8.9 |
Maintenance
of the roof and maintenance of the shell (to prevent
damp).
|
| 9. |
It
is declared that the maintenance components stated
in this appendix do not
restrict or derogate from the Lessor’s obligations in accordance with the
rental agreement.
|
|
Taya
Center Ltd.
|
Wintegra
Ltd.
|
|
|
[Signature
and Stamp}
|
[Signature
and Stamp]
|