EXHIBIT 10.5
LEASE
Lease made May 1, 1997 by and between Gallup & Hall partnership with offices at
000 Xxxxx 00 Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx (Xxxxxxxx) and PC Connection, Inc., a
New Hampshire corporation with offices at 000 Xxxxx 00 Xxxxx, Xxxxxxx, Xxx
Xxxxxxxxx (Xxxxxx).
In consideration of the mutual covenants herein contained, the Landlord agrees
to lease to Tenant and the Tenant agrees to lease from Landlord, the following
described premises under the following conditions:
1. PREMISES. The premises to be leased consist of two adjoining parcels known
as 000 Xxxxxxxx Xxxxxx xx Xxxxx, Xxx Xxxxxxxxx and an approximately 1,152 square
foot building situated thereon together with any parking spaces thereon, further
described in a deed dated May 8, 1997 and recorded at Volume 1598, Page 595 in
the Cheshire County Registry of Deeds.
2. TERM. The Lease shall commence on the date hereof and shall continue in
force for five (5) years, terminating on April 31, 2002.
3. RENT. Tenant shall pay as rent to the Landlord an annual sum of $45,000.00
per year, payable as follows:
(a) A payment of $90,000.00 upon execution of this Lease,
representing prepayment of the first two years of the Lease.
(b) A monthly payment of $3,750.000 due on the first day of the month
during each of years 3, 4, and 5 of the Lease.
4. POSSESSION. Tenant shall have possession of the premises upon execution of
the Lease.
5. COVENANTS. Landlord warrants that it is the true owner of record of the
Premises. Landlord covenants that so long as Tenant pays the rent and performs
its covenants, Tenant shall peaceably and quietly have, hold, enjoy and have the
exclusive use of the premises for the term provided.
Tenant covenants that it will undertake only lawful business on the premises and
that it will comply with all applicable laws and regulations, and that it will
not operate any business so as to constitute a nuisance. Tenant covenants that
at the end of the Lease term, or the renewal period, it will return the premises
to the Landlord in its original condition, subject to reasonable wear and tear
and subject to such improvements that Tenant does not remove.
6. IMPROVEMENTS. Tenant may make reasonable improvements to the premises
including office fix-up and the erection of signs, at its expense. Tenant shall
promptly pay for all material and labor for said improvements and shall have the
option of removing any of the improvements at the end of the Lease period unless
removal will cause damage to the premises; all removal shall take place no later
than 30 days after the end of the Lease period. Tenant shall make no structural
changes to the building without the prior written consent of the Landlord.
7. ASSIGNMENT. Tenant may assign this Lease to its subsidiary, sister or
parent corporation; notice of which will be given to Landlord. Tenant will not
otherwise assign or sublet this Lease without the Landlord's consent; which
consent it will not unreasonably withhold. Landlord may assign this Lease to
banks or other financial institutions for the purpose of securing loans made by
it.
8. REPAIR. Landlord shall keep the buildings' roof and structure in good
repair. Tenant shall make all other necessary repairs to the premises, including
the heating, electrical and plumbing systems. Reasonable wear and tear shall be
allowed.
9. UTILITIES. Tenant shall pay all utilities and services including water and
sewer charges, snow removal, trash removal, lawn mowing, janitorial, heat,
electricity, telephone and any other utility.
10. TAX. Tenant shall be responsible for all real property taxes assessed
against the premises.
11. INSURANCE. Tenant shall maintain adequate fire and extended hazard
insurance (all risk policy) on the building and shall maintain adequate
insurance on its contents and property on the premises, including improvements
within the building. Tenant and Landlord shall each maintain adequate general
liability insurance, with waivers of subrogation. Policies of insurance shall be
presented for review upon the reasonable request of the other party.
12. EMINENT DOMAIN. If there is any taking by eminent domain that materially
affects Tenant's use and enjoyment of the premises, this Lease shall, at the
option of Tenant, terminate when title vests with the taking authority. Tenant
shall have the right to present claims for its damages to the taking authority.
Rent shall be apportioned as of the date of termination, and any sums of Tenant
held by Landlord shall be returned.
13. TERMINATION. If Tenant defaults in the payment of rent, Landlord may
notify Tenant, in writing of such default. If Tenant does not cure the rent
default within 15 days of such notice, then Landlord may give Tenant a 30 day
written notice
of termination. If at the end of the 30 days, Tenant has not cured the rent
default, Landlord may declare this Lease terminated, and Tenant shall quit and
surrender the premises. If after the 30 day period Tenant has not quit the
premises, then Tenant shall be responsible for all costs of eviction thereafter,
including attorney's fees.
14. DAMAGE. If the building is damaged by fire or other hazard or any other
cause, so that the damage equals or exceeds 10% of the replacement value of the
building or the premises cannot be reasonably used for the purposes for which
they were leased, then Tenant, no later than 15 days following the damage, may
elect to terminate the Lease upon 30 days written notice. If Tenant elects not
to terminate the Lease, then the rent shall be reasonably reduced to reflect the
reduction in use of the premises. If the damage equals or exceeds 50% of the
replacement value of the building, Landlord, no later than 15 days following the
damage, may elect to terminate the Lease upon 30 days written notice. If
Landlord elects not to terminate the Lease, then repair and restoration of the
premises will be made as soon as possible, during which time the rent shall be
reduced to reflect the reduction in use of the premises; rent shall be abated if
no use can be made of the building during that time.
15. SHOWING. Landlord may show the premises from time to time during the lease
term, at a time agreeable to Tenant.
16. HOLD HARMLESS. Tenant agrees to save the Landlord harmless from and
indemnify Landlord against, any and all claims, actions or damages resulting
from any act omission, or negligence of Tenant or subtenant taking place within
the building or directly caused by Tenant or its agent on the premises, or in
connection with making any improvements, unless any such claim, action or damage
results from any act, omission or negligence of a third party on the premises,
not on business with the Tenant. Landlord agrees to save the Tenant harmless
from and indemnify Tenant against, any and all claims actions or damages
resulting from any act, omission or negligence of Landlord or its agent.
17. GENERAL. This Lease represents the entire and exclusive understanding
between the parties. This Lease shall be binding on the parties, their heirs,
legal representatives, assigns and successors. Failure to exercise any rights
herein shall not prejudice the parties in any future exercise of their rights.
IN WITNESS WHEREOF: The Parties hereto have set their hands on the date first
written, at Milford, New Hampshire.
Gallup & Hall (Landlord)
/s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, Partner
PC Connection, Inc. (Tenant)
/s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Senior Vice President
