EXHIBIT 10.8
LEASE AGREEMENT
1. PARTIES
This Lease Agreement is entered into as of the 22nd day of June, 1993, by
and between Dataproducts Corporation, a Delaware Corporation ("Lessor"),
and PC Connection, Inc., a New Hampshire Corporation with offices at 0 Xxxx
Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000 ("Lessee").
2. PREMISES
Lessor leases to Lessee and Lessee hires from Lessor the following
described Premises, situated in the City of Milford, County of Hillsboro,
State of New Hampshire commonly known and described as 000 Xxxxx 00 Xxxxx:
24,000 square feet of office space on the second floor of the building at
that location as shown in Exhibit "A" hereto. Lessee shall have access to
the Premises via its own entrance. Lessee shall have access to all drives,
walks and common hallways and may use as many parking spaces as necessary
for its employees and visitors, subject to a mutually agreeable parking
agreement to be negotiated by the parties.
3. RENTAL
Lessee shall pay to Lessor as rent for the Premises in advance on the first
day of each calendar month of the term of this Lease without deduction,
offset, prior notice or demand, in lawful money of the United States the
sum of Eight Thousand Dollars ($8,000.00).
The rental payable hereunder includes all utilities and all utility
connections (including water, sewer, heat, light, electricity, gas, power,
air conditioning, and rubbish removal), real estate taxes, parking,
security, maintenance and repair. In the event Lessee or any of its
employees, agents or invitees causes, through negligence or misconduct, any
damage to the Premises which is not normal wear and tear, Lessor shall have
the right to repair same and invoice Lessee for the cost thereof, which
invoice Lessee shall promptly pay.
4. TERM
The term of this Lease shall be for a period of 48 months commencing on
July 15, 1993 and ending on July 14, 1997, except that if Lessor shall sell
or totally lease the building of which the Premises are a part, this Lease
shall terminate upon 150 days' notice to Lessee.
5. RENEWAL AND EXPANSION OPTIONS
Lessee has the option to extend this Lease for an additional term of 12
months
(subject to the same 150 days' notice of termination by Lessor as set forth
in paragraph 4, above) by notifying Lessor, in writing, 30 days prior to
the end of the initial term.
Lessor shall offer to Lessee the opportunity to lease additional like space
(i.e., suitable for offices) in the building, upon the same rental and
terms of this Lease at Lessee's request if such space is then available for
lease, and also before offering such space for lease to other prospective
tenants and shall not consummate such a lease with others at a lower rental
rate than offered to Lessee without first re-offering such space to Lessee
at such lower rent. Any such initial offer to Lessee shall be for a term
that ends on the same date as this Lease, but if Lessee declines such
offer, Lessor may so offer such space to others for any term. In all such
initial or subsequent offers to lease, Lessee shall have ten days to accept
Lessor's offer to lease after which time Lessor may consummate its lease
with another party.
Lessee shall not lease or rent any space on this property to competitors of
the Lessee, which shall be defined on Exhibit "B" hereto.
6. USE
Lessee shall use the Premises for administration and general office, and
for no other purpose without written consent of Lessor.
7. SECURITY
Prior to possession, Lessee shall pay to Lessor the sum of Eight Thousand
Dollars ($8,000.00) to be held by Lessor as a security deposit. In the
event Lessor in its reasonable discretion, determines that Lessee damaged
the Premises, or in the event Lesser fails to pay rent, Lessor may deduct
such sums from the security deposit and shall not be obligated to Lessor
for that portion of the security deposit. Lessee shall then replenish the
security deposit to its full original amount. At the termination of the
Lease, if the Lessor has no claim against the security deposit, it (or the
remaining portion of it) shall be returned to the Lessee.
8. IMPROVEMENTS
The Premises are leased in "as is" condition. Lessee shall take occupancy
of the Premises with existing offices. Any additional facilities
requirements will be the financial responsibility of the Lessee. Lessee
shall make no alterations to the Premises without the written authorization
of Lessor. In the event Lessee makes alterations to the Premises, Lessee
shall be entitled, at the end of the Lease term, to remove such
alterations, including fixtures, provided removal does not damage the
Premises.
9. NOTICES
All notices or demands of any kind required or desired to be given by
Lessor or Lessee hereunder shall be in writing and shall be deposited in
the United States mail, certified or registered mail, postage prepaid,
addressed to the Lessor or Lessee, as the case may be, at the address set
forth after their signatures at the end of this Lease. All rent and other
payments due under this Lease shall be made by Lessee to Lessor at the same
address.
10. TOXIC CONTAMINATION DISCLOSURE
Lessee acknowledges that it has been advised that numerous federal, state
and/or local laws, ordinances and regulations ("Law") affect the existence
and removal, storage, disposal, leakage of and contamination by materials
designated as hazardous or toxic ("Toxins"). Many materials, some utilized
in everyday business activities and property maintenance, are designated as
hazardous or toxic.
Some of the Laws require that Toxins be removed or cleaned up by
landowners, future landowners, former landowners or tenants without regard
to whether the party required to pay for "clean up" caused the
contamination, owned the property at the time the contamination occurred or
even knew about the contamination. Some items, such as asbestos or PCB's,
which were legal when installed, now are classified as Toxins, and are
subject to removal requirements. Civil lawsuits for damages resulting from
Toxins may be filed by third parties in certain circumstances.
Lessor agrees to indemnify and hold the Lessee harmless from any actions,
claims or judgments made against the Lessee resulting from toxic or
hazardous waste contamination on the Premises, including the real property
on which the Premises are located, provided, however, that this indemnity
shall not apply to any contamination caused by Lessee.
11. PERFORMANCE
A. In the event Lessee defaults in or fails to perform any of its
obligations under this Lease with respect to the Premises, Lessor may
cure such default or perform such obligation, and the amount paid by
Lessor to do same shall be immediately repaid to Lessor by Lessee.
B. In the event of any breach of this Lease by Lessee, which is not cured
by Lessee within 10 days after written notice from Lessor, Lessor
shall be entitled to terminate this Lease and recover all of its
legally allowable damages. Lessor shall also be entitled to recover
its reasonable attorneys' fees and other costs in addition to the
damages caused by such breach.
12. INSURANCE
Lessee shall provide evidence of insurance to Lessor (in the form of a
certificate of insurance) and at its own expense shall obtain and keep in
force during the term of this Lease a policy of combined Single Limit,
Bodily Injury and Property Damage Insurance, insuring Lessor against any
liability arising out of the use or occupancy by Lessee of the Premises and
all areas appurtenant thereto.
Such insurance shall be a Combined Single Limit Policy in an amount not
less than $1,000,000.00 per occurrence and shall name Lessor as an
additional insured. Insurance required hereunder shall be in companies
holding a General Policy Holders rating of at least B+.
Lessee shall provide Lessor a certificate of insurance with evidence of
Worker Compensation coverage with the statutory limits and Employers
liability of $1,000,000.00
Lessor shall maintain adequate fire and hazard insurance (all risk policy)
and general liability insurance (including bodily injury and property
damage) in an amount no less than $1,000,000 on the Premises. Policies of
insurance shall be presented for review upon request of the Lessee.
13. QUIET ENJOYMENT
Lessor warrants that it is the true owner of record of the Premises. Lessor
covenants that so long as Lessee pays the rent and performs its covenants,
Lessee shall peaceably and quietly have, hold, enjoy and have the exclusive
use of the Premises for the term provided subject to the terms and
conditions of the Lease.
14. ENTIRE AGREEMENT
This Lease Agreement represents the entire and exclusive understanding
between the parties; shall be binding on the parties, their heirs, legal
representatives, assigns and successors; and is subject to and shall be
construed under the laws of the State of New Hampshire. Failure to exercise
any rights herein shall not prejudice the parties in any future exercise of
their rights.
ACCEPTED:
LESSEE: LESSOR:
PC CONNECTION, INC. DATAPRODUCTS CORPORATION
0 Xxxx Xxxxxx 0000 XxXxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx 00000 Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
By: /s/ Xxxxx Xxxx By: /s/ X. X. Xxxxxx
-------------- -----------------------------
(Authorized Signature) (Authorized Signature)
Name: Xxxxx Xxxx Name: Xxxxxxx X. Xxxxx
---------------------- ---------------------------
(Type or Print) (Type or Print)
Title: Executive Vice President Title: Senior Vice President
Exhibit A may be obtained by written request from the Registrant.
EXHIBIT B
Competitors of Lessee shall mean direct resellers of computers, hardware or
software or any combination thereof. Without limitation, the following are
examples of competitors: Microwarehouse, Dell, Zeos, Egghead, Compaq, DEC
Direct, Lotus, Etc.
ADDENDUM TO LEASE
This Addendum modifies the Lease made July 7, 1993 by and between Dataproducts
Corporation (Lessor) and PC Connection, Inc. (Lessee).
# Modification
1. Add at end of Section 4: "Lessee may terminate this Lease at any time upon
150 days written notice to Lessor."
Agreed:
Dataproducts Corporation
by: /s/ X. X. Xxxxxx
------------------------
PC Connection, Inc.
by: /s/ Xxxxx Xxxx
---------------------------
Xxxxx Xxxx, Executive Vice President
