Exhibit 10.72  



	 	 	APN:	 	005-110-001

	 	 	Address:	 	2111 Ortega Hill Road

	 	 	Case No.:	 	95-DP-019 RV01

	 	 	Name:	 	QAD Inc.





COUNTY OF SANTA BARBARA

AGREEMENT FOR LANDSCAPING AND IMPROVEMENTS 


        In
consideration for the granting of approvals which require the installation and/or replacement and maintenance of certain landscaping, irrigation and similar improvements for the
premises described on the attached Exhibit "A", hereby incorporated by reference, the undersigned, QAD Inc., hereinafter referred to as OWNER(S), agree(s) to complete, install and maintain the
landscaping and improvements in accordance with a landscape plan approved by Planning and Development of the County of Santa Barbara, hereinafter COUNTY. Said plan is attached to this agreement as
Exhibit "B" and is incorporated by reference. 


        OWNER(S)
agree(s) to complete and install all such landscaping and improvements, as approved, on or before occupancy clearance. This period may be extended and this provision modified at
the discretion of COUNTY. Security must be provided which will conform to any extension. Upon completion of the installation of all landscaping and improvements designated on the landscaping plan,
OWNER(S) agree(s) to maintain the landscaping, irrigation and the improvements so long as the development and/or use for which the approval was granted exists or the landscape plan is amended to the
satisfaction of Planning and Development. 


        OWNER(S)
shall provide security in the sum of $513,387.37 for performance security for the installation of said landscaping and improvements, and $356,562.49 for security for maintenance
and replacement of said landscaping and improvements for a period of three (3) years from the date of final approval of the installation of all required improvements. If the subject of this
agreement is maintained satisfactorily after two (2) years, P&D may release the security. The installation security shall be released upon satisfactory completion of the installation of
approved landscaping. Security shall be in a form approved by Planning and Development and the County Counsel. If OWNER(S), his/her/their heirs, and successors, shall in all things attend to, abide by
and well and truly keep and perform the covenants, conditions and provisions of this Agreement, and alterations of this Agreement made, and any extensions provided, and shall defend, indemnify and
save harmless COUNTY, its officers, agents and employees from all claims of injury, liability and expense associated with such improvements, then the applicable security shall be released, and
otherwise it shall be and remain in full force and effect. 







        No
amendment, alteration, change of requirements, extension of time or addition to the terms of the obligation or the work to be performed under this Agreement or to the specifications
for the same, shall in any way reduce the obligations on the security. 


        This
Agreement is for the benefit of the real property described on the attached Exhibit "A"; shall inure to and benefit OWNER(S) and COUNTY; shall run with and burden said real
property; and this obligation shall be a covenant running with the land, binding the OWNER(S), and the heirs, representatives, successors and assigns of OWNER(S). 



        In
the event that this Agreement is not enforceable as a covenant running with the land, it shall nevertheless be enforceable as an equitable servitude. 


        THIS
AGREEMENT is made and entered into the 1 day of Nov, 2002. 



	 	 	 	OWNER(S)
	

 	

 	
 	

/s/  KATHLEEN M. FISHER    

as QAD Inc's (owner)

Chief Financial Officer
	

APPROVED AS TO FORM:	
 	

 
	

STEPHEN SHANE STARK

County Counsel	
 	

 
	

By	

 	
 	

 
	 	
 Deputy County Counsel	 	Date
	

State of California	
 	

)
	County of Santa Barbara	 	)ss





On Nov 1, 2002, before me, Araceli Hidalgo, notary public, personally appeared (name of document signer), personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is scribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the
person, or entity upon behalf of which the person(s) acted, executed the instrument. 


WITNESS
my hand and official seal. 



	 	 	/s/  ARACELI HIDALGO      






[SEAL] 







   EXHIBIT "A"  


THAT
PORTION OF A PARCEL OF LAND DESCRIBED IN A GRANT DEED RECORDED NOVEMBER 16, 1999 AS INSTRUMENT NUMBER 99-0091078 OF OFFICIAL RECORDS FILED IN THE OFFICE OF SANTA BARBARA COUNTY
RECORDER BEING A STRIP OF LAND 15.00 FEET IN WIDTH, THE CENTERLINE OF WHICH IS DESCRIBED AS FOLLOWS: 


COMMENCING
AT A POINT ON THE NORTHERLY BOUNDARY OF SAID PARCEL OF LAND, SAID POINT BEING THE EASTERLY TERMINUS OF A COURSE DENOTED AS SOUTH 87o22'00" WEST A DISTANCE OF 363.66 FEET;
THENCE ALONG THE BOUNDARY OF SAID PARCEL OF LAND, SOUTH 12o26'10" WEST A DISTANCE OF 22.05 FEET; THENCE CONTINUING ALONG THE BOUNDARY OF SAID PARCEL OF LAND, SOUTH
63o42'00" EAST 217.36 FEET TO THE TRUE POINT OF BEGINNING; 


THENCE
1ST, LEAVING SAID BOUNDARY, SOUTH 26o49'02" EAST, A DISTANCE OF 23.97 FEET; 


THENCE
2ND, SOUTH 72o45'41" EAST, A DISTANCE OF 28.47 FEET; 



THENCE
3RD, SOUTH 48o43'00" EAST, A DISTANCE OF 57.09 FEET; 


THENCE
4TH, SOUTH 53o13'15" EAST, A DISTANCE OF 62.20 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 100.00 FEET AND A CENTRAL ANGLE OF
25o22'39"; 


THENCE
5TH, ALONG THE ARC OF SAID CURVE A DISTANCE OF 44.29; 


THENCE
6TH, SOUTH 78o35'54" EAST, A DISTANCE OF 22.12 TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 70.00 FEET AND A CENTRAL ANGLE OF
23o15'00"; 


THENCE
7TH, ALONG THE ARC OF SAID CURVE, A DISTANCE OF 28.41 FEET; 



THENCE
8TH, SOUTH 55o20'54" EAST, A DISTANCE OF 135.14; 


THENCE
9TH, SOUTH 62o44'23" EAST, A DISTANCE OF 197.27 TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 20.00 FEET AND A CENTRAL ANGLE OF
84o46'44"; 


THENCE
10TH, ALONG THE ARC OF SAID CURVE A DISTANCE OF 29.59 FEET; 


THENCE
11TH, SOUTH 22o02'21" WEST, A DISTANCE OF 60.09 FEET; 


THENCE
12TH, SOUTH 23o35'23" EAST, A DISTANCE OF 71.25 FEET; 


1





 

THENCE
13TH, SOUTH 01o35'29" EAST, A DISTANCE OF 39.16 FEET; 


THENCE
14TH, SOUTH 17o30'38" EAST, A DISTANCE OF 35.04 FEET; 


THENCE
15TH, SOUTH 00o47'39" WEST, A DISTANCE OF 117.26 FEET; 


THENCE
16TH, SOUTH 08o32'10" WEST, A DISTANCE OF 132.11 FEET; 


THENCE
17TH, SOUTH 20o17'44" WEST, A DISTANCE OF 63.76 FEET; 


THENCE
18TH, SOUTH 48o56'48" WEST, A DISTANCE OF 15.51 FEET; 


THENCE
19TH, SOUTH 37o19'27" WEST, A DISTANCE OF 37.38 FEET; 


THENCE
20TH, NORTH 21o03'15" WEST, A DISTANCE OF 22.23 FEET; 


THENCE
21ST, SOUTH 57o04'17" WEST, A DISTANCE OF 29.89 FEET; 


THENCE
22ND, SOUTH 81o09'03" WEST, A DISTANCE OF 27.96 FEET; 


THENCE
23RD, NORTH 80o33'37" WEST, A DISTANCE OF 32.26 FEET; 


THENCE
24TH, NORTH 65o47'17" WEST, A DISTANCE OF 37.85 FEET; 


THENCE
25TH, NORTH 77o20'52" WEST, A DISTANCE OF 40.25 FEET; 


THENCE
26TH, NORTH 85o23'23" WEST, A DISTANCE OF 85.77 FEET TO A POINT HEREINAFTER KNOWN AS POINT A; 


THENCE
27TH, NORTH 85o23'23" WEST, A DISTANCE OF 20.00 FEET 


THENCE
28TH, NORTH 85o23'23" WEST, A DISTANCE OF 49.08 FEET; 


THENCE
29TH, NORTH 82o17'45" WEST, A DISTANCE OF 47.43 FEET; 


THENCE
30TH, NORTH 80o57'55" WEST, A DISTANCE OF 101.46 FEET; 


THENCE
31ST, NORTH 75o38'10" WEST, A DISTANCE OF 117.99 FEET; 


THENCE
32ND, NORTH 72o36'13" WEST, A DISTANCE OF 119.56 FEET; 


THENCE
33RD, NORTH 75o29'45" WEST, A DISTANCE OF 94.60 FEET; 



THENCE
34TH, NORTH 77o42'58" WEST, A DISTANCE OF 74.65 FEET TO A POINT HEREINAFTER KNOWN AS POINT B; 


2





 

THENCE
35TH, NORTH 77o42'58" WEST, A DISTANCE OF 50.00 FEET 


THENCE
36TH, NORTH 74o45'05" WEST, A DISTANCE OF 51.39 FEET; 


THENCE
37TH, NORTH 79o23'24" WEST, A DISTANCE OF 23.21 FEET; 


THENCE
38TH, NORTH 72o42'45" WEST, A DISTANCE OF 51.15 FEET; 


THENCE
39TH, NORTH 77o57'39" WEST, A DISTANCE OF 53.18 FEET; 


THENCE
40TH, NORTH 79o53'32" WEST, A DISTANCE OF 172.59 FEET TO A POINT OF HEREINAFTER KNOWN AS POINT C; 


THENCE
41ST, NORTH 85o05'46" WEST, A DISTANCE OF 20.00 FEET; 


THENCE
42ND, NORTH 85o05'46" WEST, A DISTANCE OF 32.33 FEET; 


THENCE
43RD, NORTH 88o29'48" WEST, A DISTANCE OF 64.25 FEET; 


THENCE
44TH, NORTH 83o33'55" WEST, A DISTANCE OF 66.28 FEET; 


THENCE
45TH, SOUTH 64o41'28" WEST, A DISTANCE OF 23.35 FEET; 


THENCE
46TH, SOUTH 44o48'21" WEST, A DISTANCE OF 25.20 FEET; 


THENCE
47TH, SOUTH 86o51'34" WEST, A DISTANCE OF 29.79 FEET TO A POINT HEREINAFTER KNOWN AS POINT D; 


THENCE
48TH, NORTH 39o38'28" WEST, A DISTANCE OF 47.35 FEET; 


THENCE
49TH, NORTH 58o25'42" WEST, A DISTANCE OF 39.76 FEET; 


THENCE
50TH, NORTH 31o31'01" WEST, A DISTANCE OF 41.22 FEET; 


THENCE
51ST, NORTH 18o51'26" WEST, A DISTANCE OF 58.85 FEET; 


THENCE
52ND, NORTH 01o45'02" WEST, A DISTANCE OF 35.67 FEET; 


THENCE
53RD, NORTH 38o05'14" EAST, A DISTANCE OF 28.54 FEET; 


THENCE
54TH, NORTH 14o41'19" EAST, A DISTANCE OF 92.87 FEET; 



THENCE
55TH, NORTH 57o31'03" EAST, A DISTANCE OF 83.51 FEET; 


THENCE
56TH, NORTH 72o09'28" EAST, A DISTANCE OF 24.25 FEET; 


3





 

THENCE
57TH, NORTH 84o13'28" EAST, A DISTANCE OF 8.94 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 200.00 FEET AND A CENTRAL ANGLE OF
62o28'2"; 


THENCE
58TH, ALONG THE ARC OF SAID CURVE, A DISTANCE OF 218.07 FEET; 


THENCE
59TH, NORTH 21o45'06" EAST, A DISTANCE OF 132.62 FEET; 


THENCE
60TH, NORTH 33o55'17" EAST, A DISTANCE OF 41.76 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 110.00 FEET AND A CENTRAL ANGLE OF
56o32'09"; 


THENCE
61ST, ALONG THE ARC OF SAID CURVE A DISTANCE OF 108.54 FEET; 


THENCE
62ND, SOUTH 89o32'34" EAST, A DISTANCE OF 179.61 FEET; 


THENCE
63RD, NORTH 75o08'18" EAST, A DISTANCE OF 39.48 FEET; 


THENCE
64TH, NORTH 87o24'10" EAST, A DISTANCE OF 110.75 FEET; 



THENCE
65TH, NORTH 82o00'48" EAST, A DISTANCE OF 88.52 FEET; 


THENCE
66TH, SOUTH 79o45'32" EAST, A DISTANCE OF 187.95 FEET TO THE BOUNDARY OF SAID PARCEL OF LAND; 


THE
SIDELINES OF SAID STRIP ARE SHORTENED OR LENGTHENED SO AS TO TERMINATE AT THE BOUNDARY OF SAID PARCEL OF LAND. 


TOGETHER WITH A STRIP OF LAND 5 FEET IN WIDTH, THE NORTHERLY LINE OF WHICH IS PARALLEL AND DISTANT 12.5. FEET NORTHERLY OF THE FOLLOWING DESCRIBED LINE; 


BEGINNING
AT SAID POINT A; 



THENCE
1ST, NORTH 85o23'23" WEST, A DISTANCE OF 20.00 FEET. 


TOGETHER WITH A STRIP OF LAND 5 FEET IN WIDTH, THE NORTHERLY LINE OF WHICH IS PARALLEL AND DISTANT 12.5. FEET NORTHERLY OF THE FOLLOWING DESCRIBED LINE; 


BEGINNING
AT SAID POINT C; 


THENCE
1ST, NORTH 85o05'46" WEST, A DISTANCE OF 20.00 FEET. 


4





 

TOGETHER WITH A STRIP OF LAND 15 FEET IN WIDTH, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS; 


BEGINNING
AT SAID POINT D; 


THENCE
1ST, NORTH 74o57'43" WEST, A DISTANCE OF 115.31 FEET; 


THENCE
2ND, NORTH 37o55'07" WEST, A DISTANCE OF 160.08 FEET TO THE BOUNDARY OF SAID PARCEL OF LAND. 


THE
SIDELINES OF SAID STRIP ARE SHORTENED OR LENGTHENED SO AS TO TERMINATE AT THE BOUNDARY OF SAID PARCEL OF LAND. 


EXCEPTING THERE FROM A STRIP OF LAND 2.50 FEET IN WIDTH, THE NORTHERLY LINE OF WHICH IS PARALLEL AND DISTANT 7.50 FEET NORTHERLY OF THE FOLLOWING
DESCRIBED LINE; 


BEGINNING
AT SAID POINT B; 


THENCE
1ST, NORTH 77o42'58" EAST, A DISTANCE OF 50.00 FEET. 


EXCEPTING THERE FROM A STRIP OF LAND 2.50 FEET IN WIDTH, THE SOUTHERLY LINE OF WHICH IS PARALLEL AND DISTANT 7.50 FEET SOUTHERLY OF THE FOLLOWING
DESCRIBED LINE; 


BEGINNING
AT SAID POINT B; 


THENCE
1ST, NORTH 77o42'58" WEST, A DISTANCE OF 50.00 FEET. 


END
OF DESCRIPTION 


SEE
ATTACHED EXHIBIT 



	PREPARED BY:	 	 
	

/s/  STEPHEN K. DAVIS 7-25-02      
 STEPHEN K. DAVIS, PLS 5742

LICENSE EXPIRATION DATE: 12/31/02	
 	

[SEAL]




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