Pool Lease

2005 SWIMMING POOL LEASE AGREEMENT

THIS AGREEMENT OF LEASE made this _____ day of _____, 2005 by and between PINEWOOD MANOR, INC., a Vermont corporation with a principal office and place of business at Pinewood Plaza, Essex Junction, Vermont (hereinafter referred to as "Lessor") and PINEWOOD MANOR HOMEOWNERS ASSOCIATION, INC., a non-profit corporation organized and existing under the laws of Vermont (hereinafter referred to as "Lessee").

WITNESSETH

Lessor and Lessee, for and in consideration of the mutual covenants herein contained, agree as follows:

1. Description and Condition of the Property Leased. Lessor hereby leases to Lessee and Lessee hereby takes from the Lessor:

a. The facilities, machinery, and equipment used in connection with a swimming pool located on Valleyview Drive, Town of Essex, Vermont, including, without limitation, pool machinery and fixtures, pumps, filters, chlorinators, lights, lifesaving equipment, fencing, adjacent lawns and parking areas, pool furniture, chairs and tables. Lessor represents and warrants that it is the owner of the leased property.

b. The real property, on which the pool is located consisting of the pool area within the chain-link fence area and, the parking lot, and in general terms the area surrounding the pool area (generally approximately 50 feet on the North, South and West sides).

2. Term: The term of this lease shall commence on May____, 2005 and shall end on October 30, 2009. It is renewable as set forth in Article 13 hereof.

3. Rent: Lessee agrees to pay Lessor $1 (one-dollar in currency of the United States of America) as annual rent, on or before July 15, 2005 and July 1 of each successive year.

4. Disbursements: Lessee shall be responsible for all maintenance expenses of operating and maintaining the leased property as a swimming pool. Lessee shall be responsible for any repair of damage caused by the carelessness or negligence of Lessee, its agents, employees, members, and invitees.

5. Use and Operation.

a. Lessee shall use the leased property as a swimming pool and as a place to hold social gatherings involving pool members and their invited guests. Lessee shall not do, or permit to be done, any act or thing upon the property which shall or might violate any laws, orders and regulations of any Federal, State, County or Municipal authority or which shall or might subject Lessor to any liability or responsibility for injury to any person or persons or to property by reason of any other activity being carried on upon said premises.

b. Lessee shall keep the leased property in a clean and well maintained condition and shall take good care of the leased property and the fixtures, machinery, equipment and facilities therein.

c. Lessee shall make and enforce rules governing membership in the pool, conduct on the leased property and hours of operation.

i. Lessee shall use its best efforts to ensure that activities on the leased property are conducted in an orderly manner and do not unreasonably disturb occupants of properties adjacent to the leased property.

ii. Lessee shall use reasonable efforts to ensure that no activity takes place after 11 PM.

iii. Lessee shall use reasonable efforts to ensure that no parking or driving of motorized vehicles is conducted on the lawn and edge of the road surrounding the pool.

iv. Lessee shall use reasonable efforts to ensure that parking is primarily in the parking lot below the "No Parking Beyond..." sign. Lessor must approve all other exceptions. The chain at the parking lot must be locked when not in use.

v. Lessor and Lessee acknowledge that although the parties agree that parking on the road across the street may not be prudent, it is not within the control of the Lessee to regulate the parking along that road as it is governed by the Town of Essex and State of Vermont.

d. Lessee shall also accomplish all customary and reasonably necessary tasks in connection with closure and winterizing of the swimming pool facility and grounds at the end of the swimming season. Lessee's obligation to observe and perform this covenant shall survive the expiration or other termination of the term of this lease.

e. Lessor shall, at its own expense, mow all areas of the leased property which are accessible to a riding mower on a regular basis.

f. Lessee shall, at its own expense, mow all areas not accessible to the Lessee and on a regular basis. All landscaping, painting or cosmetic improvements must be done with the consent of the Lessor.

6. Insurance. Lessee shall procure and maintain during the term of this lease policies of insurance, with limits satisfactory to Lessor, insuring Lessor and Lessee against liability for personal injury and property damage arising out of the operation of a swimming pool on the leased property and the other activities contemplated by this lease. Lessee shall arrange to have the Lessor named as an additional insured party under such policies. Lessor shall have the opportunity to review the insurance policy prior to the opening of the pool. Lessee shall pay the cost of said insurance.

7. Default:

a. The following conditions shall constitute a condition of “default” under the terms of this lease:

i. either party defaults in fulfilling any of the covenants and conditions of this lease;

ii. the premises shall become vacant or deserted during the normal operating season (May through September);

iii. the premises are damaged by reason of the negligence or carelessness of the Lessee, its agents, employees and invitees, and such damage is not repaired to Lessor’s satisfaction.

b. Remedies.

i. If then in any one or more of such events, either party may serve a written thirty (30) day notice upon the other specifying the nature of said default and upon the expiration of thirty (30) days, if the non-complying party shall have failed to comply with or remedy such default (or shall have failed to begin to do so if such default cannot be corrected in thirty (30) days) then the other party may serve a written ten (10) day notice of cancellation of this lease and upon the expiration of said ten (10) day period the term of this lease shall end and expire and Lessee shall quit and surrender the leased property to the Lessor.

8. Inspection of Premises.

a. Lessor and its employees and agents have the right to enter the leased property at all reasonable times to examine the same and to make such repairs, improvements, or additions as Lessor may deem necessary, provided the same does not unreasonably interfere with Lessee's use or operation of the leased property.

b. Lessor shall make every reasonable effort to notify Lessee’s representative of conditions that may require repair or interference with Lessee’s operation of the facility.

9. Quiet Enjoyment. Lessor covenants and agrees with Lessee that upon Lessee's paying the rent and observing and performing all the terms, covenants and conditions on Lessee's part to be observed and performed, Lessee may peaceably and quietly enjoy the premises herein leased.

10. End of Term. Upon the expiration or other termination of the term of this lease, Lessee shall quit and surrender to Lessor the leased property broom clean, in good order and condition (except as otherwise provided in Article 5 b), ordinary wear and tear excepted, and Lessee shall remove all of its property.

11. Option to Renew. Lessor hereby grants to Lessee the option to renew this lease for an additional five (5) years under the same terms and conditions as indicated below, provided:

a. Lessee operated the pool in the previous years in a manner acceptable to the lessor and per conditions set forth in the lease; and

b. Lessee provides Lessor notice of its exercise of the respective options on or before March 30, 2009.

12. Approval of Lessee's Membership. Lessee's execution of this lease is subject to and conditioned upon its obtaining the approval and satisfaction of its membership. Lessee agrees to call and hold a meeting of its membership for this purpose and if such approval is not obtained by May 30, 2005, Lessee may cancel this agreement by giving Lessor notice on or before June 5, 2005 and neither party shall be liable to the other as a result of such cancellation.

13. Captions. The captions are inserted only as a matter of convenience and reference and in no way define, limit or describe the scope of this lease nor the intent of any provision hereof.

14. Notices. All notices hereunder shall be in writing and shall become effective when delivered in person to an officer of Lessor or Lessee or when deposited in the United States mail, with proper postage for first class mail prepaid, addressed, if to Lessor to its address set forth in the opening paragraph hereof, or if to Lessee to the address of any officer of Lessee, or to such other address as such party shall designate in writing to the other party.

IN WITNESS WHEREOF, Lessor and Lessee have such respectfully signed this lease agreement as of the day and year first above written.

Witness for Lessor: PINEWOOD MANOR, INC. (Lessor)

BY:

Title _______________________

Witness for Lessee: PINEWOOD MANOR HOMEOWNERS

ASSOCIATION, INC.

BY:

Title _______________________