EXHIBIT 10.11
FIRST AMENDMENT TO LEASE
This First Amendment to Lease ("Amendment") is made as of the 9th day
of August, 2000, by and between Tysons Corner Property, LLC, a Virginia limited
liability company ("Landlord") and MicroStrategy, Inc., a Delaware corporation
("Tenant").
RECITALS:
WHEREAS, Pursuant to that certain Deed of Lease, dated as of January
7, 2000 ("Lease"), Landlord leases to Tenant approximately 146,480 square feet
of rentable area located on the second, third, fourth, fifth and sixth floors
("Existing Premises") of the building known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Building"), as more particularly described in said Lease; and
WHEREAS, Landlord and Tenant desire to replace the drawings and
specifications forming a part of Exhibit H to the Lease for the purposes of
permitting Tenant to install one (1) Exterior Sign using the name,
"▇▇▇▇▇▇▇▇.▇▇▇" in place of the one (1) Exterior Sign originally agreed to be
installed using the name, "MicroStrategy" on the Leesburg Pike side of the
Building, pursuant to the terms and conditions of the Lease, as modified in
accordance with the terms hereinafter set forth; and
WHEREAS, Tenant desires to lease additional space located on the first
floor of the Building, which additional space contains a total of approximately
5,398 square feet of rentable area (the "Expansion Space") as depicted on the
attached Exhibit "A," which is incorporated herein by this reference, and
Landlord desires to lease said Expansion Space to Tenant on the terms set forth
herein; and
WHEREAS, Tenant desires to provide Landlord with additional security
for the performance by Tenant of its obligations under the Lease; and
WHEREAS, Landlord and Tenant desire to modify the terms of the Lease
as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the mutual receipt and legal sufficiency of which are hereby
acknowledged, it is hereby agreed as follows:
1. Recitals. The foregoing recitals are incorporated herein by this
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reference as if fully set forth at this point in the text of this Amendment.
2. Integration. The recitals and following terms and conditions shall
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constitute part of the Lease and be incorporated therein by reference.
3. Exterior Signs. (a) The original Exhibit H to the Lease is hereby
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deleted and replaced with the attached Exhibit H to this Amendment. The
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intention of the revised Exhibit is to permit Tenant to install (pursuant to the
terms and conditions of the Lease): (i) one (1) Exterior Sign on the upper
facade of the east side of the Building in a location visible to street traffic
on Route 7 ("Leesburg Pike") with the name "▇▇▇▇▇▇▇▇.▇▇▇" depicted on it, as
shown on pages 2, 4 and 6 of the attached Exhibit H, and to install (as
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contemplated in the original Exhibit H); and (ii) (as contemplated in the
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original Lease) the existing Exterior Sign on the uppermost part of the facade
of the west side of the Building in a location visible from International Drive
with the name "MicroStrategy" depicted on it, as shown on pages 1, 5 and 7 of
the attached Exhibit H. The foregoing shall not be construed to limit or
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restrict Tenant's right to relocate the sign described in clause (ii) above in
accordance with the terms of Section 2.3 of the Lease and the details specified
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on pages 8 and 9 of the attached Exhibit H. In light of the foregoing
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replacement of Exhibit H, the reference in the second sentence in Section 2.3 of
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the Lease to specific page numbers in Exhibit H is hereby modified to refer to
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pages 6, 7 and 8 (rather than pages 5, 6 and 7 of the original Exhibit).
(b) In light of Tenant's leasing of the Expansion Space, clause (i) of the
sixth sentence of Section 2.3(c) of the Lease (with respect to Landlord's
reservation of certain signage rights for a potential third party tenant in such
Expansion Space) is no longer applicable. Therefore: (1) the sixth (6/th/)
sentence of Section 2.3 (c) of the Lease is deleted and hereby replaced with the
following sentence: "The parties further acknowledge that said one hundred
eighty five (185) square foot total is based upon the method of measurement
which Landlord expects will be applied by Fairfax County to the proposed
Exterior Signs set forth in Tenant's preliminary plans therefor."; and (2) the
eighth (8/th/) sentence of Section 2.3(c) of the Lease is hereby deleted and
replaced with the following sentence: "If Tenant is successful in its appeal to
Fairfax County in this regard, Tenant may relocate the smaller of the two
Exterior Signs to the alternative location specified in Exhibit H, and increase
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the size of the smaller of the two Exterior Signs to at least that set forth in
Exhibit H; and, (2) without reducing that portion of the total Building signage
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square footage available to Tenant below one hundred eighty-five (185) square
feet, Tenant shall use such additional Building signage square footage
allocation which becomes available based upon Tenant's appeal, including the
twenty (20) square feet of signage that Landlord was previously reserving for
use by an additional first floor tenant."
4. Delivery of Expansion Space. (a) Upon the parties' full execution and
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delivery of this Amendment, Landlord shall deliver and Tenant shall accept the
Expansion Space in its current "as is" condition; Landlord having completed
Landlord's Work (as the same is defined in Paragraph A of Exhibit C to the
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Lease, except as modified below), with respect to the first floor of the
Building. Landlord represents that the existing "as is" condition of the
Expansion Space is consistent with the description of the Base Building Shell
set forth in Paragraph A of Exhibit C to the Lease except that: (i)
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notwithstanding the terms of Paragraph A.2 of Exhibit C, there are five (5)
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freeze protector fan powered induction units with electric heaters and
electronic thermostatic control installed in the Expansion Space; (ii)
notwithstanding the terms of Paragraph A.7 of Exhibit C, the spacing of the
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window mullions on the first floor varies; and (iii)
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on the Termination Date (as such term is defined in Section 1.3 of the Lease,
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subject to modification pursuant to the express terms of the Lease).
5. Expansion Space Improvements. (a) Following Landlord's delivery of
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possession of the Expansion Space to Tenant, Tenant, subject to the terms of
this Paragraph 5, will construct in the Expansion Space all improvements and
alterations beyond the First Floor Shell Condition of such Expansion Space
pursuant to the plans and specifications which are approved by Landlord prior
to the commencement of any work by Tenant in the Expansion Space. Within
thirty (30) days after the Expansion Effective Date, Tenant will deliver to
Landlord for approval final working drawings and specifications for all
improvements and alterations beyond the First Floor Shell Condition of the
Expansion Space which Tenant desires ("Expansion Improvements"). All such
final working drawings will: (i) comply with the ADA and all other applicable
codes, laws, rules, regulations and statutes, (ii) be consistent with the
terms and limitations set forth in Exhibit L to the Lease, (iii) include the
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installation of ductwork and additional variable air volume boxes in the
Expansion Space (beyond the equipment described above in the definition of the
First Floor Shell Condition) which shall be attached to and incorporated into
the Building's HVAC system serving the Expansion Space; (iv) be substantially
consistent with the Improvements described in the Exhibit C-l to the Lease
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with respect to the third and fifth floor portions of the Premises. All plans
for the Expansion Improvements require Landlord's prior written approval (and
notwithstanding any time periods set forth above, Tenant shall not commence
performance of any Expansion Improvements in any portion of the Expansion
Space until Landlord has approved the Final Plans for such Expansion
Improvements), which approval will not be unreasonably withheld provided
that the foregoing conditions are met. As modified by any Landlord-required
changes, the final working drawings will be the "Final Plans" with respect
to the Expansion Improvements. Tenant is solely responsible for determining
whether or not it is a public accommodation and for compliance with ADA
within the Expansion Space. Tenant's approval of the Final Plans constitutes
an acknowledgment by Tenant that they comply with ADA and all other applicable
codes, laws, rules, regulations and statutes. Landlord's approal of the plans,
specifications and working drawings for the Expansion Improvements shall
create no responsibility or liability on the part of Landlord for their
completeness, design sufficiency, or compliance with any codes, laws, rules,
regulations or statutes of governmental agencies or authorities. If Tenant
requires any changes in the Final Plans (the "Tenant Changes"), Tenant must
present Landlord with revised drawings and specifications. If Landlord
approves the Tenant Changes, Tenant will incorporate such changes into the
Expansion Improvements. Tenant shall not be obligated to utilize building
standard materials in connection with the Expansion Improvements, provided
that the materials selected by Tenant shall be subject to Landlord's prior
written approval and shall be consistent with the design and finishes of Class
A office space in the Tysons Corner submarket.
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(b) The Expansion Improvements shall be performed by Tenant, at its
sole cost and expense (subject to partial reimbursement in accordance with the
terms of subparagraph (c) below) and in accordance with the terms of Section
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3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as
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modified and clarified by the following terms of this Paragraph 5.
(c) Tenant will bear all costs relating to the Expansion Improvements,
including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the
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Lease, provided however, that Landlord will credit against such Tenant's Costs
an allowance ("Expansion Improvement Allowance") of $170,037.00, which
Expansion Improvement Allowance shall be paid by Landlord in accordance with
the following procedures:
1. Tenant, as construction manager, will enter into contracts with all
contractors and subcontractors performing the Expansion Improvements.
As such, Tenant will be responsible for all Tenant's Costs associated
with the Expansion Improvements, subject to partial reimbursement in
accordance with the terms set forth below. Tenant will approve in
writing and thereafter submit to Landlord for payment invoices from
Tenant's contractors and subcontractors who have performed work and
delivered materials in connection with the Expansion Improvements
(which may include, in addition to hard construction costs, only the
following "soft" costs associated with the Improvements: architectural,
design and engineering fees, the cost of procuring permits and
Reimbursable Generator Costs (subject to the terms of Exhibit C to the
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Lease) (collectively, "Approved Invoices").
2. Tenant shall submit to Landlord from time to time Approved Invoices
accompanied by partial lien waivers (in form reasonably acceptable to
Landlord) from all contractors and subcontractors submitting such
Invoices. Such Invoices and accompanying lien waivers shall be
delivered to Landlord on or before the fifteenth (15/th/) day of each
calendar month.
3. To the extent that any portion of the Expansion Improvement
Allowance remains unpaid up to a total of $153,033.30, any such
previously unpaid Approved Invoices shall be paid by Landlord on or
before the thirtieth (30/th/) day of the immediately succeeding
calendar month.
4. Upon completion of the Expansion Improvements and delivery by Tenant
to Landlord of: (i) a Certificate of Occupancy for the Expansion Space,
(ii) full and complete lien waivers from all contractors or
subcontractors performing work or delivering materials with respect to
the Expansion Improvements, and (iii) previously unpaid Approved
Invoices for work and materials forming a part of the Expansion
Improvements totaling at least the amount requested by Tenant, Landlord
will pay such Invoices to the extent that any portion of the total
Improvement Allowance $170,037.00 remains unpaid.
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6. Expansion Space Base Rent. (a) In addition to Tenant's Base Rent
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obligations with respect to the Existing Premises, beginning on Expansion
Commencement Date (as defined below), Tenant shall also pay Landlord Base Rent
with respect to the Expansion Space in the initial amount of $195,677.50 per
annum ("Expansion Space Base Rent"), payable in equal monthly installments of
$16,306.46. Beginning on the first day of the second Lease Year (as defined in
Section 1.7 of the Lease, said Expansion Space Base Rent will be escalated on
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the first day of each Lease Year during the Term in accordance with the
following schedule:
Annual Expansion Space Monthly Expansion Space
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Lease Year Base Rent Base Rent
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1 $ 195,677.50 $ 16,306.46
2 $ 200,569.43 $ 16,714.12
3 $ 205,583.66 $ 17,131.97
4 $ 210,723.25 $ 17,560.27
5 $ 215,991.33 $ 17,999.28
6 $ 221,391.11 $ 18,449.26
7 $ 226,925.88 $ 18,910.49
8 $ 232,599.02 $ 19,383.25
9 $ 238,413.99 $ 19,867.83
10 $ 244,374.33 $ 20,364.53
11 $ 250,483.68 $ 20,873.64
The "Expansion Commencement Date" shall be the earlier to occur of: (i)
November 15, 2000, and (ii) the date on which Tenant substantially completes the
Expansion Improvements in the Expansion Space and the Expansion Space can be
occupied for business operations (including the completion of other work and
installations beyond the Expansion Improvements necessary for Tenant's business
operations).
(b) In light of the additional Base Rent payable with respect to the
Expansion Space, notwithstanding the terms of Section 3.l(e)(ii) or any other
provision of the Lease to the contrary, with respect to the period beginning on
the Commencement Date (as defined in the Lease) and ending on December 31, 2000,
Tenant's total Base Rent obligations with respect to the entire Premises
(including the Existing Premises and the Expansion Space) shall be at least
$3,099,345.24 (as such amount may be increased by virtue of: (i) Tenant's
accelerated occupancy of the fourth (4/th/) floor portion of the Premises in
accordance with the terms of Section 3.1 of the Lease, and/or (ii) the
occurrence of the Expansion Commencement Date prior to November 15, 2000 in
accordance with the foregoing terms of this Paragraph 6). [The parties
acknowledge that the foregoing total Base Rent figure represents the sum of the
$3,074,342.00 figure set forth in Section 3.l(e)(ii) of the Lease and
$25,003.24 (the total Expansion Space Base Rent payable for the period November
15, 2000 through December 31, 2000).]
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7. Expansion Space Additional Rent. In addition to the aforesaid Expansion
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Space Base Rent, Tenant shall also pay Landlord Additional Rent with respect to
the Expansion Space in the form of the Excess Operating Costs and Real Estate
Taxes attributable to the Expansion Space pursuant to the terms of Article IV of
the Lease. Therefore, notwithstanding any provision of the Lease to the
contrary, from and after the Expansion Commencement Date, "Tenant's Share" of
"Operating Costs" and "Real Estate Taxes" (as such terms are defined in Sections
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1.5 and 1.6 of the Lease) shall be increased to eighty nine and l/l0th percent
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(89.1%) of such Operating Costs and Real Estate Taxes. [The parties
acknowledge that the foregoing Tenant's Share was determined by dividing the
total Net Rentable Area of the Existing Premises and the Expansion Space by the
Net Rentable Area of the Building.]
8. Parking. (a) In light of Tenant's leasing of the Expansion Space, from
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and after the Expansion Effective Date, the number of Tenant's Allocated Parking
Spaces (as defined in Exhibit E to the Lease) shall increase by an additional
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twenty (20) Spaces (which additional twenty (20) Spaces were determined based
upon a ration of 3.7 Spaces per 1,000 square feet of Net Rentable Area in the
Expansion Space, as such ratio is set forth in Exhibit E). In addition to the
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Allocated Parking Spaces determined on the basis of the aforesaid ratio,
beginning on the Expansion Effective Date and throughout the balance of the
Term, the total number of Allocated Parking Spaces shall be increased by an
additional eighteen (18) Spaces. All of the Spaces referenced in this
Paragraph 8 shall be leased subject to and in accordance with the terms of
Exhibit E to the Lease.
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(b) So long as Tenant continues to lease and occupy at least four (4) full
floors in the Building, if any additional parking spaces become available which
are not committed to other tenants or occupants of the Building or reserved by
Landlord in connection with its efforts to lease additional space in the
Building, Landlord will notify Tenant of the availability of such spaces, and
Tenant may lease the same (on an unreserved basis) subject to and in accordance
with the terms of Exhibit E to the Lease.
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(c) The parties acknowledge that the operation of the Building's parking
Garage is subject to the certain limitations and restrictions due to agreements
executed prior to the date of this Agreement between Landlord and owners and
lessee's of the shopping center parcel adjacent to the Building, and recorded
among the land records of Fairfax County, Virginia prior to the date hereof
("Outside Agreements") and that Landlord's operation of the Garage and Tenant's
use thereof is subject to the terms of such Agreements. Landlord represents and
warrants that none of the terms of such Outside Agreements prevent Landlord from
fulfilling its obligations under Exhibit E or any other provision of the Lease.
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However, the parties further acknowledge that said Outside Agreements include an
obligation on the part of Landlord to allow access to the Garage on weekends and
holidays and after 6:00 p.m. on weekdays.
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9. Renewal Options. The Renewal Options set forth in Section 15.23 of the
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Lease will be applicable to the Expansion Space. However, in light of the
addition of the Expansion Space to the Premises, Section 15.23(a)(v) of the
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Lease is hereby deleted and replaced with the following language: "(v) (1)
Tenant exercises the first option with respect to a portion of the Premises
consisting completely of full floors of the Building (and, with respect to the
first floor portion of the Premises only, so much of the first floor of the
Building as is then leased by Tenant hereunder); it being the understanding of
the parties that the first option may not be exercised with respect to portions
of any floor of the Building, except the first floor of the Building (and then
only due to the fact that the Premises does not include the entire first floor
of the Building); and (2) Tenant exercises the second option with respect to the
entire Premises (as the same is constituted at the time of such exercise)."
10. Overtime HVAC Service. The parties acknowledge that the worksheets
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attached to Exhibit F to the Lease do not include a calculation of the estimated
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hourly overtime HVAC costs for providing overtime HVAC service to a partial
floor such as the Expansion Space. Therefore, with respect to any overtime HVAC
service provided to the Expansion Space, the calculation of the depreciation
component of Landlord's HVAC costs will be made in accordance with the terms of
the worksheet attached hereto as Exhibit F and incorporated herein by this
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reference. The other components of Landlord's costs associated with providing
overtime HVAC service will be made in the same manner as set forth in the
attached worksheet based upon Landlord actual costs for such other components as
of the date of Tenant's use of such overtime HVAC, as set forth in Section 5.2
of the Lease.
11. Additional Security. (a) Upon Tenant's execution of this Amendment,
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Tenant will deliver to Landlord, as additional security for Tenant's performance
of its obligations hereunder, an Additional Security Deposit (herein so called)
of Two Million Four Hundred Ninety-nine Thousand Sixty-five and 60/100 Dollars
($2,499,075.60). Said Additional Security Deposit may be delivered in the form
of a Cash Security Deposit (as described in Section 1.9 of the Lease) or an
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unconditional, irrevocable letter of credit in the amount of the Additional
Security Deposit, which Letter of Credit satisfies the requirement of Section
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1.9 of the Lease. Upon Tenant's delivery of the Additional Security Deposit, the
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same shall be held with and added to the initial $2,303,397.90 Security Deposit
paid by Tenant. The resulting total Security Deposit of Four Million Eight
Hundred Two Thousand Four Hundred Sixty-three and 50/l00 Dollars
($4,802,473.50) shall be held by Landlord in accordance with the terms of
Section 1.9 of the Lease, as modified hereby.
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(b) The parties have agreed to revised terms regarding the reduction of the
amount of the Security Deposit. As a result, the fourth, fifth and sixth
sentences of Section 1.9(a) of the Lease are hereby deleted and replaced with
the following language: "Provided that no Default (as defined in Section 11.1,
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Section 1.8 and elsewhere in this Lease) has occurred prior to such date, the
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amount of such Cash Security Deposit or Letter of Credit shall be subject to
subsequent adjustment in accordance with the following terms: on the first day
of the sixty-first (61/st/) full
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calender month following the Final Commencement Date (as defined in Section 3.1
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of the Lease) and thereafter on the first day of the seventy-third (73/rd/),
eighty-fifth (85/th/) and ninety-seventh (97/th/) full calendar months following
the Final Commencement Date, the amount of the Security Deposit shall be reduced
by an amount equal to Nine Hundred Sixty Thousand, Four Hundred Ninety-two and
70/l00 Dollars ($960,494.70) per year, and on the first day of the one hundred
ninth (109/th/) full calendar month following the Final Commencement Date the
amount of the Security Deposit shall be reduced by One Hundred Sixty Thousand
Eighty-two and 12/100) Dollars ($160,082.48). Therefore, subject to the
conditions set forth above, the amount of the Security Deposit shall be
periodically reduced as follows: on the first day of the sixty-first (6l/st/)
full calendar month following the Final Commencement Date, to Three Million,
Eight Hundred Forty-one Thousand, Nine Hundred Seventy-eight and 80/l00 Dollars
($3,841,978.80); on the first day of the seventy-third (73/rd/) full calendar
month following the Final Commencement Date, to Two Million, Eight Hundred
Eighty-one Thousand, Four Hundred Eighty-four and 1O/100 Dollars
($2,881,484.10); on the first day of the eighty-fifth (85/th/)full calendar
month following the Final Commencement Date, to One Million Nine Hundred Twenty
Thousand, Nine Hundred Eighty-nine and 40/100 Dollars ($1,920,989.40); on the
first day of the ninety-seventh (97/th/)full calendar month following the Final
Commencement Date to Nine Hundred Sixty Thousand, Four Hundred Ninety-two and
70/l00 Dollars ($960,494.70); and on the first day of the one hundred ninth
(lO9/th/) full calendar month following the Final Commencement Date to Eight
Hundred Thousand, Four Hundred Ten and 58/100 Dollars ($800,412.22). Said
remaining balance of such Security Deposit shall be held by Landlord throughout
the balance of the Lease Term in accordance with the terms of Section 1.9 of the
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Lease."
12. Square Footage of Existing Premises. The parties acknowledge that
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Section 1.1 of the Lease contains a typographical error in that the total Net
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Rentable Area of the Building is misstated in the textual description of the
same. Notwithstanding any provision of Section 1.1 of the Lease to the contrary,
the total Net Rentable Area of the Building is one hundred seventy thousand four
hundred seventy-one (170,471) square feet.
13. Building Security. Landlord will continue to use diligent efforts to
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perform its obligations under the Lease with respect to Building security and
the operation of the Building's elevators in relation thereto.
14. Brokerage. Except as listed below, Tenant and Landlord represent to
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each other that the indemnifying party has not incurred any liability for
commissions or similar compensation to third parties in connection with this
Amendment, and, except for commissions due Brokers (defined below) (which shall
be paid by Landlord pursuant to a separate agreement with Brokers), Tenant and
Landlord shall indemnify and hold each other harmless against any liability
arising from any claims for such compensation, including costs and reasonable
attorneys' fees. "Brokers" means CB Commercial ("Landlord's Broker") and ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇▇ of Virginia, Inc. and Zalco Realty, Inc. (collectively, "Tenant's
Broker").
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15. Capitalized Terms. Capitalized terms used herein and not otherwise
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defined herein shall have the respective meanings ascribed thereto in the Lease.
Whenever there is a conflict between this Amendment and the Lease, the
provisions of this Amendment shall take precedence and the Lease shall be
construed accordingly.
16. Terms of Lease Ratified and Confirmed. Landlord and Tenant hereby
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acknowledge that all of the terms, covenants and conditions of the Lease, as
hereby modified, amended or supplemented, are hereby ratified and confirmed and
shall continue to be and remain in full force and effect throughout the
remainder of the Term of the Lease.
17. Severability. Each and every covenant, agreement, obligation, or other
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provision contained in this Amendment is, and shall be construed to be, a
separate and independent covenant and agreement of the party bound thereby, and
shall not be construed to be dependant on any other provision of this Amendment
or the Lease (unless this Amendment or the Lease specifically provides
otherwise). If any term or provision of this Amendment shall, to any extent, be
declared invalid or unenforceable, the remainder of this Amendment and the
application of any term or provision, to persons or circumstances other than
those as to which the application is declared invalid or unenforceable, shall
not be affected.
18. Captions. The Paragraph captions are for convenience of reference only
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and shall not be deemed to limit, affect or have any effect on the
interpretation of the provisions of this Amendment or the Lease.
19. No Further Modification. Except as expressly provided in this
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Amendment, the Lease remains in full force and effect and is not otherwise
modified or amended. The terms of this Amendment and the Lease contain the
entire agreement of the parties as to the matters covered hereby. No terms,
conditions, representations, warranties, promises, or understandings, of any
nature whatsoever, express or implied, have been made or relied upon by either
of the parties hereto. This Amendment may not be modified, waived, discharged or
terminated other than by a writing executed by the parties hereto.
20. Binding Effect. It is understood and agreed that this Amendment shall
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not be binding upon Landlord or Tenant until both Tenant and Landlord shall have
executed and delivered the same.
21. Successors and Assigns. This Amendment shall inure to the benefit of
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and bind the successors and (subject to the provisions of the Lease) the assigns
of the respective parties.
22. Governing Law. The terms of this Amendment and the Lease shall be
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construed and enforced in accordance with the laws of the Commonwealth of
Virginia (without regard to any choice of law provisions thereof).
(signature pages to follow)
LANDLORD:
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TYSONS CORNER PROPERTY LLC,
A Virginia limited liability company
ATTEST: By: L&B Realty Advisors, Inc.,
------ a Delaware corporation
Its investment manager
[illegible] By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ [seal]
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President & Chief Investment Officer
-----------------------------------
Date:
[Tenant's Signature Page Follows]
WITNESS: TENANT:
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MICROSTRATEGY, INC.,
a Delaware corporation
[illegible] By: /s/ ▇▇▇▇ ▇▇▇▇▇ [seal]
---------------------
Name: ▇▇▇▇ ▇▇▇▇▇
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Title: CFO
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Date: 8-10-00
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List of Exhibits
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Exhibit A Expansion Space
Exhibit B Not Used
Exhibit C Not Used
Exhibit D Not Used
Exhibit E Not Used
Exhibit F Calculation Method Regarding After-hours HVAC Cost with respect
to Expansion Space
Exhibit G Not Used
Exhibit H Tenant's Signage Specifications
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Exhibit "A"
EXPANSION SPACE
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[First Floor Schematic of Building]
Exhibit "F"
CALCULATION METHOD REGARDING AFTER-HOURS HVAC COST FOR
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EXPANSION SPACE
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(see attached)
OVERTIME HVAC CALCULATION FORMAT
7/182000 @ 15:45 Hrs
Project: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Cost to run first floor
A/C Units =1
Design KW: =n/a
Minimum Load Package Units =1
Chiller Tonage Rating =58
REVISED
Step One: Electrical Costs:
Average KW Cost: = $0.045 Per Kwh
Building Average Voltage: = 460 Volts
A. Package Units (1) has three (3) compressors & one fan.
Min. Load (1 Units) = 58 Min. Tonage
One fan @ 26.5a = 21.089 Kw
Two compressors @ 20.5a = 32.628
Total Kw = 53.717 53.72 KWh
B. Condenser Water Pumps (2) 50 HP each
Condenser pumps needed: 1 = 62.0 AMPS
Total Kw = 49.34 Kw 49.34 KWh
C. Cooling Tower Fans:
Fan motors: 1 = 24.9 AMPS
Run Time (Full time w/VFD) = 50%
Total Kw = 9.9077 9.91 KWh
D. VAV Boxes (ESTIMATE):
5 w/14 Kw heat & 1/2hp fan, 277v = 74.709 Kw
10w/10Kw heat & 1/3 hp fan,277v = 106.09 Kw
Run Time: = 50%
Total Kw = 90.402 Kw 90.40 KWh
Total A-D Kw:
Water Chilling Unit: = 53.72 KWh
Chilled/Condenser Pumps: = 49.34 KWh
Cooling Tower Fans = 9.91 KWh
VAV Boxes (ESTIMATE) = 90.40 KWh
Total KWh Condition: = 203.37 KWh
Step Two: Cooling Tower Water Usage
# of Pumps Used: = 1 Pumps
Condenser Pump Rate: = 1275 GPM's
Chiller Tonage Rating: = 58 Tons
(A) Cooling Tower Evaporation Make-up & Bleed: Total Values:
Minimum Load (A/C Units) = 58 Tons
Evaporation Rate = 1% of GPM Rate 1.00% Ton
# of Pumps: = 1 1275.00 PGPM
Total Pump GPM Rate: = 1275 12.75 1% Rt
Bleed Cycles=(Egpm/C-1) 3 cycl 6.38 CGPM
Total Make-up = Rate + Cycles 19.13 TMup
Hourly Evaporation rate = E rate x 60 min. 1147.50 HMup
#1 Load Tonage x Hourly E rate = Make-Up Rate 1147.50 LMup
Water & Sewage charges:
Water is supplied bu City of Fairfax. Cooling towers have to be
Metered to ualify for the water only (no sewer) rate:
1,000 gallons = 1 unit charge = $ 2.33
One gallon = $0.002330
LMup / 1 Unit = Unit x Cost = Cost per/hr. $ 2.67
Total Water Make-up Unit Cost: $ 2.67 Hr
Step Three: Equipment Depreciation
Equipment cost:
Package A/C Units (12 total): $350,000.00
Package A/C Units Operating (1 total): $ 29,166.67
Cooling Towers (2 total): $ 60,000.00
Cooling Towers Operating: (1 total): $ 30,000.00
Condenser Pumps (2 total): $ 10,000.00
Condenser Pumps Operating (1 total): $ 5,000.00
Tower and Pump Piping: $ 48,000.00
VAV Boxes: $428,000.00
VAV Boxes Operating (9% total): (ESTIMATE) $ 38,909.09
1. Equipment Cost: $151,075.76
2. Estimated Life: 20 Yrs
3. Annual Run Time: 3208 Hrs
Total Equipment Depreciation Cost $ 2.35 Hr
Step Four: Equipment Maintenance Cost
E.M.C. = Maintenance Cost divided by Annual operating hours. Total Cost Per Year
Maintenance Cost:
1. Air Filters $4,000 / 2 $2,000.00
2. Water Treatment & Supplies $4,500 / 2 $2,250.00
3. HVAC Supplies $4,200 / 2 $2,100.00
4. MISC. Supplies $1,500 / 2 $ 750.00
Annual Operating Hours 3208
Total Cost: $7,100.00
Total Equipment Maintenance Cost: $ 0.37 Prhr
Step Five: Calculation Totals Per Condition Total Cost Per Hour
1. Electrical Cost: = $ 9.15 E.C.
2. Water Cost: = $ 2.67 W.C.
3. Equipment Depreciation Cost = $ 2.35 EDC
4. Equipment Maintenance Cost = $ 0.37 EMC
Total Cost Per Hour: = $ 14.55 Prhr
Step Six: Operating Cost: = $ 14.55 PrHr
Management Overhead= 15% = $ 2.18
Total Operating Cost Per Hour: = $ 16.73
Tenant Split: A. 5398 RSF [MicroStratgey] $ 7.05
B. 7412 RSF [Fidelity] $ 9.68
Editors Note: A exact split may be derived by separating out actual CFM used,
but that is not known
Exhibit "H"
TENANT'S SIGNAGE SPECIFICATIONS
-------------------------------
[Schematic of MicroStrategy signage]
Exhibit H
Page 1 of 9
[Schematic of ▇▇▇▇▇▇▇▇.▇▇▇ signage]
Exhibit H
Page 2 of 9
[Creative Signage Systems letterhead]
January 4, 2000
MicroStrategy
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
RE: Signage
Dear ▇▇. ▇▇▇▇▇▇▇:
Please find the attached drawing of the main site sign identification, which
consists of the logo in channel letters, fabricated from a satin finished
stainless steel. The face of each letter is #2283 red acrylic. Each letter is
internally illuminated with neon tubing. The face side tubing is clear red while
the back side tubing is white. The letter faces are illuminated in red while the
wall is haloed in a soft white.
Should you have any questions or require any additional information, please do
not hesitate to call.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------
▇▇▇▇ ▇. ▇▇▇▇▇,
President
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ - Phone: 301/▇▇▇-▇▇▇▇ - Fax: 301/▇▇▇-▇▇▇▇
Web Site Address: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Exhibit H
Page 3 of 9
[Schematic of exterior of building showing placement of ▇▇▇▇▇▇▇▇.▇▇▇ signage]
Exhibit H
Page 4 of 9
[Schematic of exterior of building showing placement of MicroStrategy signage]
Subject to the terms of Paragraph 2.3 of the Lease, Tenant to install two (2)
signs on the exterior facades of the Building; the total allowable signage
square footage for both signs combined shall not exceed one hundred eighty-five
(185) square feet.
Exhibit H
Page 5 of 9
[Photograph of exterior of building]
Exhibit H
Page 6 of 9
[Photograph of exterior of building]
Exhibit H
Page 7 of 9
[Photograph of exterior of building]
Exhibit H
Page 8 of 9
[Schematic of MicroStrategy signage]
Exhibit H
Page 9 of 9