FIFTH AMENDMENT TO OFFICE LEASE
This Fifth Amendment To Office Lease is entered into between Matco
Enterprises, Inc., a Washington corporation, hereinafter referred to as
"Landlord", and qad. inc., a California corporation, hereinafter referred to
as "Tenant".
This Fifth Amendment To Office Lease is made in reference to the
following facts:
A. Landlord and Tenant entered into an Office Lease dated November 30,
1992, for Suites I, K,and L located at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxx, hereinafter "Office Lease".
B. Landlord and Tenant entered into a First Amendment To Office Lease
dated September 9, 1993, whereby Landlord leased Suites C and H to Tenant on
the terms and conditions of the First Amendment To Office Lease.
C. Landlord and Tenant entered into a Second Amendment To Office Lease
dated January 14, 1994, whereby Landlord leased Suite J to Tenant on the
terms and conditions of the Second Amendment To Office Lease.
D. Landlord and Tenant entered into a Third Amendment To Office Lease
dated January 14, 1994, whereby Landlord leased Room B in the basement and
temporarily leased Room C in the basement on the terms and conditions of the
Third Amendment To Office Lease.
E. Landlord and Tenant entered into a Fourth Amendment to Office Lease
dated February 15, 1994, whereby Landlord and Tenant agreed the office lease
would terminate as to Suite H only.
F. The Tenant desires to lease additional space at 0000 Xxxxxxxxxxx
Xxxxxx, Xxxxxx X and E, specifically, and
1.
Landlord has agreed to lease Suites G and E on the terms and conditions of
this Fifth Amendment to Office Lease.
IT IS AGREED:
1. ADDITIONAL LEASED PREMISES.
The Additional Leased Premises hereunder is Suites E and G located at
0000 Xxxxxxxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxxx, Xxxxxx of Santa Xxxxxxx,
State of California, and identified on the floor plan attached hereto as
Exhibit "A". Said Additional Leased Premises contain 1,511 net rentable
square feet in Suite E and 2,283 net rentable square feet in Suite G. The
reference to the term Premises in the Office Lease shall also apply to the
Additional Leased Premises as used in this Fifth Amendment To Office Lease.
2. TERM OF LEASE.
The term of this Lease as to Suites E and G shall commence September 1,
1994 and shall terminate five (5) years after commencement. Tenant
acknowledges that the term of the Office Lease as to Suites E and G shall
extend beyond the term of the Office Lease as to the other suites lease
thereunder.
3. RENT.
(a) Tenant shall pay to Landlord, as minimum monthly rent without
deduction, set off, prior notice or demand, the sum of $4,791.82 ($1.263/per
square foot x 3,794 of net rentable square footage for Suites E and G)
together with an additional amount due to the annual cost of living
adjustment on January 1, 1995. The rent provided for herein shall be paid in
advance on the first day of each month commencing on date of commencement of
the term of the Lease for the Additional Leased Premises and continuing
during the five (5) year term of this lease as to Suites E and G, which rent
shall be in
2.
addition to rent provided for in the Office Lease, and the First, Second,
Third and Fourth Amendments to Office Lease.
(b) The minimum monthly rent shall be subject to adjustments as provided
for in Paragraph 5 (b) of the Office Lease.
4. SECURITY DEPOSIT.
Simultaneously with the execution of the Fifth Amendment To Office Lease,
Tenant shall deposit with the Landlord $6,954.40 which includes the sum of
$4,791.82 representing the additional security deposit for the Additional
Leased Premises, Suites E and G, and the sum of $2,162.58 representing the
payment towards the first month's operating costs and real property taxes.
5. PROPERTY TAXES AND OPERATING COSTS.
Tenant shall pay monthly to Landlord as additional rent its proportionate
share of property taxes, and operating costs which shall be computed in the
manner provided for the Paragraphs 8, 9 and 10 of the Office Lease taking
into account the additional net rentable square footage occupied by the
Tenant in the Additional Leased Premises.
6. TENANT IMPROVEMENTS.
Tenant improvements for the Additional Leased Premises, Suites E and G,
shall be completed according to the following terms and conditions:
(a) Tenant shall provide Landlord with plans and specifications for the
tenant improvements for Suites E and G. Landlord shall have the right to
approve said plans and related specifications, which approval shall not be
unreasonably withheld. Landlord shall cause the construction of the tenant
3.
improvements pursuant to said approved plans and related specifications.
(b) Landlord shall bear the cost of such tenant improvements up to an
amount equal to $18/per square foot of net rentable space of Suites E and G
of 3,794 square feet for a total tenant improvement allowance of $68,292.00.
The cost of tenant improvements in excess of $68,292.00 shall be borne by
Tenant and shall be paid upon substantial completion of the tenant
improvements. The cost of the tenant improvements shall include all "hard"
and "soft" cost associated with the construction of the tenant improvements
as those terms are defined in Paragraph 1(b) of the Office Lease. Landlord
shall complete the tenant improvements in a good and workmanlike manner.
(c) Tenant shall not be entitled to any tenant improvement allowance if
the tenant improvements are not requested, and plans and specifications
provided to Landlord after September 1, 1995.
(d) The construction of tenant improvements for Suites E and G shall be
done concurrently with the construction of tenant improvements for Suite C.
In the event the plans and specifications provided to Landlord for approval
do not include all three suites (i.e., Suites E, G and C), the Tenant will be
deemed to have waived the right to have the Landlord construct tenant
improvements for the suites for which plans have not been provided. Nothing
in this amendment shall change the amount of the tenant improvement allowance
for Suite C provided for in the First Amendment to Office Lease.
(e) During the period of construction of tenant improvements, rent shall
be abated for a period not to exceed forty-five (45) days from the date
construction starts on the tenant improvements. Rent on each suite shall
recommence
4.
forty-five (45) days from the start of construction or upon the written
notice from Landlord to Tenant of the substantial completion of the tenant
improvements for that suite, whichever shall first occur.
7. ADDITIONAL TERMS.
Except where inconsistent with this Fifth Amendment To Office Lease, the
terms and conditions of the Office Lease, Suites E and G as amended in the
First, Second, Third and Fourth Amendments to Office Lease, shall apply
equally to the Additional Leased Premises, as to Suites I, L, K, C and J.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment To
Office Lease on Sept 12, 1994.
LANDLORD: MATCO ENTERPRISES, INC., a
Washington Corporation
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
XXXXXX XXXXXX, formerly known as
Xxxxxx Xxxxxx Xxxx, President
TENANT: qad. inc
By: /s/ Xxx Xxxxxx
--------------------------------------
XXX XXXXXX, President
By: /s/ Xxxx Xxxxxx
-----------------------------------
XXXX XXXXXX, Vice-President
APPROVED AS TO FORM AND CONTENT:
THE XXXXXXX XXXXXXX COMPANY
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
XXXXXXX XXXXXXX
5.
Exhibit A [FLOOR PLAN]
