Virginia-McLean-6861 Elm Street Lease - CAIS Inc.
OFFICE LEASE
THIS DEED OF LEASE, made in triplicate, this 28 day of July 1997 by and between
RAMAY FAMILY PARTNERSHIP, a Virginia general partnership, Landlord, and CAIS,
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Inc., a Virginia Corporation , Tenant.
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WITNESSETH: For and in consideration of the covenants and agreements contained
in this Lease Agreement, Landlord demises unto Tenant and Tenant leases from
Landlord all of that office space (the Demised Premises) outlined in red on the
plan titled 3rd Floor Raehn Office Building # 5, 6861 Elm Street McLean,
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Virginia 22101 attached hereto and marked Exhibit "A", which said area comprises
approximately 7,033 square feet, together with the right to the non-exclusive
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use of such facilities customarily designed for common use as may be installed
by Landlord, all subjects to the terms and conditions of this Lease Agreement
which Landlord and Tenant agree to as follows:
1. TERM: Tenant shall use and occupy the demised premises for office space for
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the term of 4 years commencing on the 1st day of August, 1997, and ending on
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the 30th day of July, 2001 subject to the provisions contained in paragraph 25
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hereof.
2. RENT: Tenant agrees to pay to Landlord as annual rent the sum of One hundred
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Sixteen Thousand Forty Four and 50/100 Dollars ($ 116,044.50 ) to be paid in
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equal monthly installments of: Nine Thousand Six Hundred Seventy and 38/100
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Dollars ($ 9,670.38 ) on the first day of each month during the said term, in
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advance and without demand, at such place as shall be designated by Landlord
from time to time. Tenant agrees to pay to Landlord as annual rent for the
second year the sum of One Hundred Nineteen Thousand Five Hundred Sixty One and
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00/100 Dollars ($119,561.00) to be paid in equal monthly installments of: Nine
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Thousand Nine Hundred Sixty Three and 42/1 00 Dollars ($ 9,963.42 ) on the first
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day of each month during the said term, in advance and without demand, as
written above. Tenant agrees to pay to Landlord as annual rent for the third
year the sum of One Hundred Twenty Six Thousand Five Hundred Ninety Four and
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00/1 00 Dollars ($ 126,594.00)
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to be paid in equal monthly installments of: Ten Thousand Five Hundred Forty
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Nine and 50/100 Dollars ($10,549.50) on the first day of each month during the
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said term, in advance and without demand, as written above. Tenant agrees to pay
to Landlord as annual rent for the fourth year the sum of One Hundred Thirty
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Three Thousand Six Hundred Twenty Seven and 00/100 Dollars ($ 133,627.00) to be
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paid in equal monthly installments of: Eleven Thousand One Hundred Thirty Five
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and 59/100 Dollars ($11,135.59) on the first day of each month during the said
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term, in advance and without demand, as written above. During any renewal
term(s) the annual rent shall be increased by 3% per year on the anniversary
date of August 1st of each year of the renewal term(s) is in effect.
3. SECURITY DEPOSIT: Tenant agrees to deposit with the Landlord, upon execution
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of this Deed of Lease the sum Six Thousand One Hundred Eighty Nine and 50/100
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Dollars, ($ 6,189.50 Already on Deposit), as security for the faithful
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performance by Tenant of the terms and covenants of this Lease, but may not be
deemed by Tenant to constitute rent for any month. Such deposit, without
interest, will be repaid to Tenant after the termination of this Deed of Lease,
provided Tenant shall have made all such payments and performed all such terms
and conditions. Upon default by Tenant hereunder, all or part of said deposit
may, at any time and in Landlord's sole discretion, be applied on account of
such default and thereafter Tenant shall restore the resulting deficiency in
said deposit within ten (10) days notice of Landlord's application.
4. USE OF PREMISES: Tenant shall use and occupy the premises for general office
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and Telecommunications use and for no other purpose without prior approval of
the Landlord.
5. LANDLORD'S OBLIGATIONS: Landlord agrees to provide office lighting in a range
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of 50 to 70 footcandles, and heating up to 70 F, or air conditioning down to 76
F, as appropriate, during normal business hours, MONDAY THROUGH FRIDAY EXCLUDING
HOLIDAYS, FROM 8A.M. TO 6P.M.; and to provide such electrical service and water,
weekday janitorial services and maintenance services at Landlord's expense.
Notwithstanding the foregoing, if, because of Landlord's failure to provide any
of the
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services described in this Section, all or part of Demised Premises becomes
untenantable, Tenant shall be entitled to a proportionate abatement of rent for
all or such part of the Demised Premises. If such failure continues for thirty
(30) days, Tenant may terminate this Lease by notice to Landlord.
6. SPECIAL PROVISIONS:
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A. The liebert units and diesel generator installed by Tenant will
remain the property of Tenant and will be removed by Tenant at or prior
to the termination of this herein lease or any subsequent extension(s)
and premises restored to the original condition.
B. Tenant is allowed to install an exterior sign on the building of
approximately 20' by 5' in size subject to said sign to meet all zoning
and permit requirements of the federal, state and local government.
C. Tenant is allowed two (2) five (5) year options to extend this
herein lease with written notice to Landlord six (6) months prior to
the expiration date of this initial term or any extensions thereof.
Landlord agrees to provide Tenant with a written reminder notice a
minimum of fifteen (15) days prior to the extension option exercise
deadline for each extension term. The lease extension or extensions
shall be under the same terms and conditions except that of the 3%
annual rental increase as stated in Paragraph 2 of this herein Lease.
D. Rooftop Pole and Antenna Installation: Tenant shall have the right,
subject to compliance with any applicable zoning/permitting
requirements, to install up to four (4) poles, with up to three (3)
small (approximately 24 inches in diameter or less) dish antennas per
pole, on the building rooftop, which shall be removed and restored to
original condition at or prior to termination of this herein lease or
any subsequent extension(s).
7. LIABILITY: Tenant shall keep in full force and effect a policy of public
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liability insurance with respect to the Demised Premises and the business
operated by Tenant, and/or any sub-tenants of Tenant in the Demised Premises, in
which both Landlord and Tenant shall be named as parties covered thereby, or
which provides equivalent protection to Landlord. Tenant agrees to indemnify and
hold Landlord harmless from all damages, liabilities, and expenses which may
arise or be claimed for any injuries, loss, or damages to the person or property
of any persons, firm, or corporation consequent upon or arising from the use or
occupancy of the Demise Premises by Tenant of from any acts, omission, neglect,
or fault of Tenant, its agents, invitees, customers, or employees. Tenant shall
neither be liable for any injuries, loss or damages to the person or property of
any persons, firm or corporation consequent upon or arising from Landlord's
acts, omissions, neglect or fault. Tenant agrees that
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all personal property in said premises shall be and remain at Tenant's sole
risk, and Landlord shall not be liable for any damage to nor loss of such
personal property arising from any acts of negligence of any other persons; nor
from the leaking of the roof; nor from heating or plumbing fixtures; nor from
electric wires or fixtures; nor from any cause whatsoever; nor shall the
Landlord be liable for any injury to the person of the Tenant or other persons
in said premises; the Tenant expressly agreeing to save the Landlord harmless in
all such cases. Tenant shall be responsible for all compliances to the "American
with Disabilities Act" in regards to their demised space and shall hold Landlord
and the Property Manager harmless from any claims arising from noncompliance.
8. REPAIRS: Landlord shall keep the building and parking areas in good repair,
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except that Landlord shall not be called on to make any such repairs occasioned
by the act of negligence of Tenant, its agents, invitees, customers, or
employees. Landlord's responsibility shall include the maintenance and repair of
all mechanical, heating and cooling, and electrical systems.
9. DAMAGES: All injury to the Demised Premises or the building of which they are
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a part, caused by moving the property of Tenant into, or out of, the said
building and all breakage done by Tenant, or the agents, servants, employees and
visitors of Tenant shall be repaired by the Tenant, at the expense of the
Tenant. In the event that the Tenant shall fail to do so, the Landlord shall
have the right to make such necessary repairs, alterations and replacements,
(Structural, nonstructural or otherwise) and any charge or cost so incurred by
the Landlord shall be paid by the Tenant with the right on the part of the
Landlord to elect in its discretion, to regard the same as additional rent, in
which event such cost or charge shall become additional rent payable with the
installment of rent next becoming due or thereafter falling due under the terms
of this Lease. This provision shall be construed as an additional remedy granted
to the Landlord and not in limitation of any other rights and remedies which the
Landlord has or may have in said circumstances.
10. FLOOR LOAD: Tenant will not overload the floors nor install any heavy
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business machines or any heavy equipment of any kind, without prior written
approval of
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Landlord, which consent shall not be unreasonably withheld or delayed, which, if
granted, may be conditioned upon moving by skilled licensed handlers and
installation and maintenance at Tenant's expense of special reinforcing settings
adequate to absorb and prevent noise and vibration. In no event will Tenant be
allowed to place a load exceeding fifty (50) pounds per square foot on any floor
of the building without Landlord's prior written consent.
11. ASSIGNMENT AND SUBLEASE: The Tenant shall not assign or sublet the whole or
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any part of this Lease, or convey any interest therein, without prior written
consent of the Landlord in each instance, which consent shall not be
unreasonably withheld. The Tenant shall not suffer the leased premises to be
occupied for any business or purpose which is disreputable or hazardous on
account of fire. Notwithstanding the foregoing, Tenant shall have the privilege,
without the consent of Landlord, to assign its interests in this Lease to any
business which is a successor to Tenant, or to any business subsidiary, parent,
or affiliate of Tenant.
12. CARE OF PREMISES: Tenant shall not perform any acts or carry on any
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practices which may damage said Building, reasonable use and wear excepted, or
be a nuisance or menace to other tenants in the Building. Tenant shall keep the
leased premises under its control clean at all times and shall store all trash
and garbage within said premises. Tenant shall at all times maintain the
interior of the said premises in good condition and repair, and also in a clean,
sanitary, and safe condition in accordance with the laws of the State of
Virginia and in accordance with all directions, rules, and regulations of the
health officer, fire marshal, building inspector, or other proper officers or
the governmental agencies having jurisdiction. Both the Landlord and Tenant
shall comply with all requirements of law, ordinances and otherwise, affecting
the leased premises; and shall permit no waste, damage or injury to said
premises. Tenant shall not display any merchandise or signs on or otherwise
obstruct the sidewalks or areas adjacent to said premises, and Tenant shall not
use or permit the use of any portion of said premises for any unlawful purpose.
Tenant shall not permit or install any exterior lighting or plumbing fixtures,
shades or awnings, window or door signs, or paint or decorate any part of the
exterior of the leased premises, or make any changes to the leased premises
without the previous
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written permission of the Landlord. Tenant shall not use any advertising media
that shall be considered objectionable such as loud speaker, phonographs, or
radio broadcasts in a manner to be heard outside of said premises without the
previous written permission of the Landlord. The plumbing facilities shall not
be used for any purpose other than that for which they are constructed, and no
foreign substance of any kind shall be thrown therein, and the expense of any
breakage, stoppage, or damage resulting from a violation of this provision shall
be the Tenant's liability.
13. MECHANIC'S LIENS: Tenant shall discharge or bond off of record, within
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thirty (30) days, any mechanic's lien or other liens filed against the Demised
Premised for work or material furnished to Tenant. Tenant further agrees that
Tenant will indemnify Landlord against all legal costs and charges, bond
premiums for release of liens, including counsel fees reasonably incurred in and
about the defense of any suit in discharging the said premises or any part
thereof from any liens, judgments, or encumbrance caused or suffered by Tenant.
It is understood and agreed between the parties hereto that the cost and charges
above referred to shall be considered as rent due and shall be included in any
lien for rent. Tenant shall have no authority to create liens for labor or
material in the Landlord's interest on the Demised Premises.
14. TERMINATION: Upon the expiration of this Lease, or any extension thereof,
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the Tenant will quit and surrender the leased premises, without the necessity of
any notice from either Landlord or Tenant to terminate the same, and Tenant
hereby waives notice to vacate said premises, and agrees that Landlord shall be
entitled to the benefit of all provisions of law respecting the summary recovery
of possession of said premises from a tenant holding over to the same extent as
if statutory notice has been given. Tenant will quit and surrender said premises
in as good a state and condition as they were when entered into, reasonable use
and wear thereof, damage by fire, unavoidable accident, or act of God excepted.
15. ELECTRICAL EQUIPMENT, EXCESS UTILITY CONSUMPTION: Tenant will not install or
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operate in the Demised Premised any electrically operated equipment or other
equipment or other machinery, other than normal office equipment using 110-120
voltage wiring, without first obtaining the prior consent in writing of
Landlord,
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who may condition such consent upon the payment by Tenant of additional rent in
compensation for such excess consumption of water and/or electricity or wiring
as may be occasioned by the operation of said equipment of any kind or nature
whatsoever which will or may necessitate any changes, replacements, or addition
to, or require the use of, water system, plumbing system, heating system, air
conditioning system, or the electrical system of the Demised Premises, without
the prior written consent of Landlord.
16. ALTERATIONS: Tenant will not make any alterations, installations, changes,
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replacements, additions, or improvements, structural or otherwise, in or to the
Demised Premises, or any part thereof, without the prior written consent of
Landlord. All alterations, installations, changes, replacements, additions, or
improvements upon the Demised Premises whether with or without Landlord's
consent will, unless Landlord elects otherwise, become the property of Landlord,
without cost to Landlord, and will remain upon and be surrendered with the
Demised Premises at the expiration of the Lease, without disturbances,
molestation or injury. In the event Landlord shall elect otherwise, then such
alterations, installations, changes, replacements, additions to, or improvements
upon the Demised Premises, will be removed by Tenant upon termination of this
Lease or upon termination of any renewal period hereof and Tenant agrees to and
will restore Demised Premises to the original condition, which shall be defined
as the condition and the design of the space at time of acceptance of the space
by Tenant, at Tenant's sole cost and expense, on or before the expiration of the
term of this lease or any renewal thereof, and should Tenant fail to remove
same, then in such event Landlord will cause same to be removed at Tenant's
expense, and Tenant hereby agrees to reimburse Landlord for the cost of such
removal, together with any and all damages which Landlord may suffer and sustain
by reason of the failure of Tenant to remove the same. It is further agreed that
Landlord shall have the right to enter leased area at any reasonable time with a
minimum of inconvenience to Tenant for the purpose of completing, modifying, or
maintaining space above, below or alongside of subject space.
17. LANDLORD'S RIGHT OF ENTRY: Landlord shall have the right to enter upon the
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Demised Premises at all reasonable hours for the purpose of inspecting the same,
for
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protecting the same, for preventing damage or injury to the same, or for making
any repairs, additions, or alterations necessary to maintain the Building or the
Demised Premises, or any property owned or controlled by Landlord, or for
exhibiting the same to prospective tenants during the last three (3) months of
the term of this Lease
18. BANKRUPTCY OF TENANT: If Tenant shall make an assignment of its assets for
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the benefit of creditors, or if Tenant shall file a voluntary petition in
bankruptcy, or if an involuntary petition in bankruptcy or for receivership be
instituted against Tenant and the same be not dismissed within ninety (90) days
for the filing thereof, or if Tenant be adjudged bankrupt, then and in any of
said events, this Lease shall immediately cease and terminate, at the option of
Landlord, with the same force and effect as though the date of occurrence of
said event was the day herein fixed expiration of the term of this Lease.
19. DEFAULT: If any rent payable by Tenant to landlord shall be and remain
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unpaid for more than fifteen (15) days after the same is due and payable, or if
Tenant shall violate or default any of the other covenants, agreements,
stipulations, or conditions herein, and such violation or default shall continue
for a period of thirty (30) days after written notice of such violation or
default, then it shall be optional for Landlord to declare this Lease forfeited
and said term ended, and to re-enter the Demised Premised pursuant to law, to
remove all persons or personal property including furniture therefrom and
Landlord shall not be liable for damages by reason of such reentry of
forfeiture; but not withstanding such re-entry, Tenant shall remain liable for
any rent or damages which may be due or sustained prior thereto and Tenant shall
pay the amount of rent reserved under this lease at the times herein stipulated
for payment of rent for the balance of the term, less any amount received by
Landlord during such period from others to whom the Demised Premises may be
rented on such terms and conditions and at such rentals as Landlord in its sole
discretion shall deem proper, but Landlord shall use its best effort to re-lease
the Demised Premises at market rates. If Landlord shall pay any moneys or incur
any expenses including any reasonable attorney's fees in correction of violation
of covenants herein set forth the amounts so paid or incurred shall, at
Landlord's option and on notice to Tenant, be considered additional rentals
payable by Tenant with the first installment of rental thereafter to
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become due and payable, and may be collected or enforced by Landlord.
20. HOLDING OVER: In the event, with the written permission of Landlord, Tenant
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remains in possession of the herein Demised Premises after the expiration of
this Lease, and without the execution of a new Lease, it shall be deemed to be
occupying the Demised Premises as a Tenant from month to month, subject to all
the conditions, provisions, and obligation of this Lease insofar as the same are
applicable to a month to month tenancy.
21. WAIVER: One or more waivers of any covenant or condition by Landlord shall
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not be construed as a waiver of a subsequent breach of the same covenant or
condition, and the consent or approval by Landlord to or of any act by Tenant
requiring Landlord's consent or approval to or of any subsequent similar act by
Tenant.
22. SUBORDINATION: Tenant agrees that this Lease shall be subordinate to any
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mortgages or trust deeds that may now or hereafter be placed upon or affect the
Demised Premises and to any and all advances to be made thereunder, and to the
interest thereon, and all renewal, replacements, and extensions thereof,
Landlord may freely and fully assign its interest in the Lease.
23. FIRE: If the said Building shall be partially destroyed by fire, or other
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casualty, whereby the Building shall be rendered untenantable only in part, the
Landlord shall promptly, at its own expense, cause the damage to be repaired,
and the rent meanwhile shall be abated proportionately as to the portion of the
Demised Premises rendered untenantable. If by any reason of said fire or other
casualty the Building shall be rendered wholly untenantable, Landlord shall
promptly, at its own expense, cause such damage to be repaired, and the rent
shall be abated in whole until said Building is restored, unless within ninety
(90) days after said occurrence Landlord shall give Tenant written notice that
it has elected not to reconstruct the destroyed Building, in which event this
Lease and the tenancy hereby created shall cease as of the date of said
occurrence, the rental to be adjusted as of such date. Tenant shall promptly
execute and comply with all statutes, ordinances, rules, orders, regulations and
requirements of the federal, state, and county governments, and of any and all
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their departments and bureaus, applicable to said premises for the correction,
prevention, and abatement of nuisances or other grievances, in, upon, or
connected with said premises during said term and shall also promptly comply
with and execute all rules, orders and regulations of the Fire Underwriters
Association for the Prevention of Fires, at Tenants own cost and expense.
24. CONDEMNATION: In the event any portion of said Demised Premises is taken by
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any condemnation or eminent domain proceedings, the monthly rental herein
specified to be paid shall be ratably reduced according to the area of the
Demised Premises which is taken, and Tenant shall be entitled to no other
consideration by reason of such taking, and any damages suffered by Tenant on
account of the taking of any portion of said leased premises and any damages to
any structures erected on said Demised Premises, respectively, that shall be
awarded to Tenant in said proceedings shall be paid to and received by Landlord
and Tenant shall have no right therein or thereof, and Tenant does hereby
relinquish and assign to Landlord all of Tenant's rights and equities in and to
any such damages. Should all of the Demised Premises be taken by eminent domain,
then and in that event Tenant shall be entitled to no damages of any
consideration by reason of such taking, except the cancellation and termination
of this Lease as of the date of said taking.
25. POSSESSION: If the Landlord is unable to give possession of the Demised
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Premises on the date of the commencement of the aforesaid terms by reason of the
holding over any prior tenant or tenants or for any other reason, an abatement
or diminution of the rent to be paid hereunder shall be allowed Tenant under
such circumstances, but nothing herein shall operate to extend the term of the
lease beyond the agreed expiration date, and said abatement in rent shall be the
full extent of Landlord's liability to Tenant for any loss or damage to Tenant
on account of said delay in obtaining possession of the premises, and Landlord
shall use its best efforts to remove the holdover tenant as promptly as possible
and to keep Tenant informed as to Landlord's effort and progress. If Landlord is
unable to give possession of the Demised Premises to Tenant within ninety (90)
days after the commencement of the term of this Lease, then Tenant shall have
the right to cancel this Lease upon written notice thereof delivered to Landlord
within ten (10) days after the lapse of said ninety
<PAGE>
(90) day period, and upon such cancellation, Landlord and Tenant shall each be
released and discharged from all liability on this Lease.
26. TITLE: Landlord hereby warrants that it has title to the Demised Premises
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and that no other person or corporation has the right to lease said premises.
Tenant shall have the peaceful and quiet use and possession of said premises
without hindrance on the part of the Landlord, provided, Tenant has not violated
any provision of this Lease.
27. PARKING: Tenant shall be limited to N/A parking stalls in the parking area
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serving the building, and Landlord, if Landlord so elects, shall designate and
mark N/A stalls for exclusive use by Tenant; otherwise, Tenant's use of the
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parking areas shall be in common with the other Tenants of the building.
28. ADDRESSES AND NOTICES: Rent payments shall be sent to Landlord made payable
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to RAEHN MANAGEMENT, 1311A Dolley Madison Blvd., Suite 3D, McLean, Virginia
22101 or any subsequent address of payee which Landlord shall designate in
writing. All notices required under this Lease shall be in writing and deemed to
be properly served if sent by registered mail to Landlord at the last address
where rent was paid, or to the Tenant at 6861 Elm Street, 3rd Floor , McLean,
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Va. 22101 or to any subsequent address which Tenant may designate.
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29. BENEFICIAL INTEREST: This Lease and the covenants and conditions herein
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contained shall inure to the benefit of and be binding upon Landlord, its
successors and assigns, and shall inure to the benefit of Tenant and only such
assigns of Tenant to whom the assignment by Tenant has been consented to by
Landlord.
30. JURISDICTION: The covenants, conditions, and provisions of this Lease shall
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be construed, performed and enforced under the laws of the State of Virginia.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement
under their respective seals as of the day and year first written below.
TENANT: CAIS, Inc. RAMAY Family Partnership
A Virginia General Partnership
By: /s/ Ulysses G. Auger, II /s/ Raymond V. Raehn
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President Raymond V. Raehn
Managing Partner
Date: 7/30/97 Date: August 6, 1997
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CORPORATE SEAL:
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[BLUEPRINT OF BUILDING #5,
6861 ELM STREET, MCLEAN, VIRGINIA 22101
3RD FLOOR PLAN APPEARS HERE]