SIXTH AMENDMENT TO OFFICE LEASE
This Sixth 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 Sixth 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. Landlord and Tenant entered into a Fifth Amendment to Office Lease
dated September 12, 1994, whereby Landlord leased Suites G and E to Tenant
on the terms and conditions of the Fifth Amendment to Office Lease.
G. The Tenant desires to lease additional space at 5464 Carpinteria
Avenue, Suites A, B, D, F, H, and Basement Room A, specifically, and Landlord
has agreed to lease Suites A, B, D, F, H and Basement Room A on the terms and
conditions of this Sixth Amendment to Office Lease.
1.
IT IS AGREED:
1. ADDITIONAL LEASED PREMISES.
The Additional Leased Premises hereunder is Suites A, B, D, F, H and
Basement Room A 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 5,356 net rentable square feet in Suite A, 2,752 net
rentable square feet in Suite B, 3,518 net rentable square feet in Suite D,
3,044 net rentable square feet in Suite F, 1,394 net rentable square feet in
Suite H, and 1920 net rentable square feet in Basement Room A. The reference to
the term Premises in the Office Lease shall also apply to the Additional
Leased Premises as used in this Sixth Amendment To Office Lease.
2. TERM OF LEASE FOR SUITES A, B, D, F, AND H.
The term of this Lease as to Suites A, B, D, F, and H shall commence
January 1, 1997 and shall terminate five (5) years after commencement,
subject to extension pursuant to the provisions of Paragraph 7(g). Tenant
acknowledges that the term of the Office Lease as to Suites A, B, D, F, and H
shall extend beyond the term of the Office Lease as to other suites lease
thereunder.
3. TERM OF LEASE FOR BASEMENT ROOM A.
The term of this Lease as to Basement Room A shall commence December 1,
1996 and shall terminate five (5) years and one (1) month after commencement,
subject to extension pursuant to the provisions of Paragraph 7(g). Tenant
acknowledges that the term of the Office Lease as to Basement Room A shall
extend beyond the term of the Office Lease as to other suites lease
thereunder.
4. RENT FOR SUITES A, B, D, F, AND H.
(a) Tenant shall pay to Landlord, as minimum monthly rent without
deduction, set off, prior notice or demand, an amount equal to the product of
the "Rental Rate", times the "Square Footage - Suite A, B, D, F and H". As
used herein, the term "Rental Rate" is the same as the monthly charge per
square foot of net rentable Square Footage for Suites I, K, L, C, H and J
(currently $1.275 per square foot of net rentable Square Footage which is
subject to cost of living adjustment). As used herein, the term "Square
Footage - Suites A, B, D, F and H" shall mean 16,064 net rentable square
footage in Suites A, B, D, F & H. The rent provided for herein shall be
2.
paid in advance on the first (1st) 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 A, B, D,
F, and H, which rent shall be in addition to rent provided for in the Office
Lease, and the First, Second, Third, Fourth and Fifth Amendments to Office
Lease.
(b) The monthly rent shall be subject to adjustments as provided for in
Paragraph 5(b) of the Office Lease.
5. RENT FOR BASEMENT ROOM A.
(a) Tenant shall pay to Landlord, as minimum monthly rent without
deduction, set off, prior notice or demand, the sum of $1,920.00 (One
Thousand Nine Hundred Twenty Dollars) ($1.00/per square foot x 1920 of net
rentable square footage for Basement Room A) together with an amount to
amortize the cost of leasehold improvements for Basement Room A as set forth
in Paragraph 5(c). 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 and one (1) month term of this lease as to Basement Room A, which
rent shall be in addition to rent provided for in the Office Lease, and the
First, Second, Third, Fourth and Fifth 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 commencing with the adjustment
scheduled for January 1, 1998.
(c) Commencing with the first (1st) day of the month following the
substantial completion of the tenant improvements for Basement Room A, the
rent as to Basement Room A shall be increased by an amount equal to the total
cost of the leasehold improvements for Basement Room A divided by the number
of months remaining on the term of the Lease as to Basement Room A as of the
first (1st) of the month following substantial completion of the improvements
for Basement Room A.
6. PAYMENT OF FIRST MONTH'S RENT.
Simultaneously with the execution of the Sixth Amendment To Office
Lease, Tenant shall deposit with the Landlord $33,192.00 (Thirty-Three
Thousand One Hundred Ninety-Two Dollars) representing the first month's rent
for the Additional Leased Premises, Suites A, B, D, F, H and
3.
Basement Room A, and the sum of $10,790.40 (Ten Thousand Seven Hundred Ninety
Dollars and Forty Cents) representing the payment towards the first (1st)
month's operating costs and real property taxes.
7. 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 in 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.
8. TENANT IMPROVEMENTS.
Tenant improvements for the Additional Leased Premises, Suites A, B, D,
F, H, and Basement Room A, 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 A, B, D, F, H, and Basement Room A.
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 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 $10 per square foot of net rentable space of Suites A, B,
D, F, and H, 16,064 square feet, for a total tenant improvement allowance for
Suites A, B, D, F, and H of $160,640.00 (One Hundred Sixty Thousand Six
Hundred Forty Dollars). The cost of tenant improvement for Suites A, B, D, F,
and H in excess of $160,640.00 (One Hundred Sixty Thousand Six Hundred Forty
Dollars) 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) Landlord shall bear the cost of such Tenant improvements for
Basement Room A, subject to amortization of these improvement costs as
additional rent for Basement Room A pursuant to Paragraph 5(c). The cost of
the Tenant improvements shall include all "hard" and
4.
"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.
(d) Tenant shall not be entitled to any Tenant improvement
allowance if the Tenant improvements are not requested, and plans and
specifications provided to Landlord prior to December 31, 1999.
(e) The construction of Tenant improvements for the Additional
Leased Premises pursuant to this Sixth Amendment to Office Lease shall be
done in not more than two phases.
(f) During the period of construction of Tenant improvements, rent
shall be abated on the portion of the Additional Leased Premises, Suites
A,B,D,F,H, and/or Basement Room A for which Tenant improvements are being
constructed, for a period not to exceed sixty (60) days from the date
construction starts on the Tenant improvements. Rent, on the portion of the
Additional Leased Premises for which Tenant improvements are being
constructed, shall recommence sixty (60) 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 or suites, whichever
shall first occur.
(g) The sum of the number of days of rent abatement for each phase
of construction of Tenant improvements divided by the number of phases in
which Tenant improvements are constructed shall be referred to herein as the
Average Rent Abatement Period. The term of the Lease shall be extended by the
number of days equal to the Average Rent Abatement Period.
9. DELETION OF RIGHT OF FIRST REFUSAL TO LEASE.
The right of first refusal to lease provided for in Paragraph 14 of the
Office Lease dated November 30, 1992, is deleted in its entirety and shall be
of no further force and effect.
10. MODIFIED OPTION TO RENEW.
The option to renew lease provided for in Paragraph 16 of the Office
Lease dated November 30, 1992, is deleted in its entirety and replaced with
the following:
(a) Provided that Tenant is not in default on any term of the
Office Lease dated November 30, 1992, and the Amendments thereto, Tenant
shall have the option to renew the Lease
5.
as to Suites I,K,L,C,J and Basement Room B for four (4) renewal periods. The
first three (3) renewal periods (which would, if exercised, commence on March
9, 1998, March 9, 1999 and March 9, 2000, respectively) shall be for a period
of one (1) year each. The fourth (Th) renewal period (which would, if
exercised, commence on March 9, 2001) shall be for a period of two (2) years.
Tenant shall notify Landlord in writing of its exercise of the first one (1)
year renewal option at least 180 (one hundred eighty) days prior to the
expiration of the initial Lease term, and for each subsequent renewal period,
Tenant shall notify Landlord in writing of its exercise of the next renewal
option at least 180 (one hundred eighty) days prior to the expiration of the
then current renewal period. The rental rate for each renewal period shall be
at the then current market rate, or the rental rate of the previous year
together with the CPI adjustment, pursuant to Paragraph 5(b) of the Office
Lease, whichever is greater. All other terms of the Lease shall remain the
same during the renewal period.
(b) Provided Tenant is not in default on any term of the Office
Lease dated November 30, 1992, and any Amendments thereto, Tenant shall have
the option to renew the Lease as to Suites E and G for three (3) renewal
periods. The first (1st) renewal period (which would, if exercised, commence
on August 11, 1999 and September 11, 1999 for Suites G and E, respectively)
shall be for a period of one (1) year. The second (2nd) renewal period (which
would, if exercised, commence on August 11, 2000 and September 11, 2000 for
Suites G and E, respectively) shall be for a period of two (2) years. The
third (3rd) renewal period (which would, if exercised, commence on August 11,
2002 and September 11, 2002 for Suites G and E, respectively) shall be for
period of two (2) years.
Tenant shall notify Landlord in writing of its exercise of the
first one (1) year renewal option at least 180 (one hundred eighty) days
prior to the expiration of the initial Lease term, and for each subsequent
renewal period, Tenant shall notify Landlord in writing of its exercise of the
next renewal option at least 180 (one hundred eighty) days prior to the
expiration of the then current renewal period. The rental rate for each
renewal period shall be at the then current market rate, or the rental rate
of the previous year together with the CPI adjustment, pursuant to Paragraph
5(b) of the Office Lease, whichever is greater. All other terms of the Lease
shall remain the same during the renewal period.
6.
(c) Provided Tenant is not in default on any term of the Office
Lease dated November 30, 1992 and any Amendments thereto, Tenant shall have
the option to renew the Lease, after the expiration of the term including any
extension for rent abatement pursuant to Paragraph 7(g), as to Suites
A,B,D,F,H and Basement Room A for four (4) renewal periods. The first (1st)
renewal period shall be for a period of two (2) years. The last three renewal
periods shall be for one (1) year each.
Tenant shall notify Landlord in writing of its exercise of the
first one (1) year renewal option at least 180 (one hundred eighty) days
prior to the expiration of the initial Lease term, and for each subsequent
renewal period, Tenant shall notify Landlord in writing of its exercise of
the next renewal option at least 180 (one hundred eighty) days prior to the
expiration of the then current renewal period. The rental rate for each
renewal period shall be at the then current market rate, or the rental rate
of the previous year together with the CPI adjustment, pursuant to Paragraph
5(b) of the Office Lease, whichever is greater. All other terms of the Lease
shall remain the same during the renewal period.
11. CONTROL OF BUILDING.
So long as Tenant remains the sole Tenant of the building at 0000
Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx, Tenant shall have the right to
install, as part of the leasehold improvements, a perimeter security system,
subject to the approval by Landlord pursuant to the Landlord's authority to
approve Tenant improvements. Tenant shall supply access codes or devices to
Landlord's property manager, Landlord's president, and Landlord's janitorial
service in order that they may carry out their rights and obligations of
inspection and maintenance.
12. ADDITIONAL TERMS.
Except where inconsistent with this Sixth Amendment To Office Lease, the
terms and conditions of the Office Lease, as amended in the First, Second,
Third, Fourth, and Fifth Amendments to Office Lease, shall apply equally to
the Additional Leased Premises, as to the remainder of the building.
7.
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment To
Office Lease on October 30, 1996.
LANDLORD: MATCO ENTERPRISES, INC., a
Washington corporation
By /s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX, formerly known as
Xxxxxx Xxxxxx Xxxx, President
TENANT: qad. inc
By /s/ Xxxx Xxxxxx
/s/ Xxxxxxx Xxxxx
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XXXX XXXXXX, CEO
APPROVED AS TO FORM AND CONTENT:
THE XXXXXXX XXXXXXX COMPANY
By /s/ Xxxxxxx Xxxxxxx
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XXXXXXX XXXXXXX
8.
