2984 To authorize the Mayor and Clerk to execute an agreement between the Tonw of Tillsonburg and Charles W. Crawford and a loan agreement between the Town of Tillsonburg and Robert and Irene Hurley for the purpose of encouraging the establishment of smalCORPORATION OF THE
TOWN OF TILLSONBURG
BY-LAW No. 2984
BEING A BY-LAW To AUTHORIZE THE
:MAYOR AND CLERK TO EXECUTE AN
AGREEMENT BEN THE TOWN OF
TILLSONBURG AND CHARLES W.
CRAWFORD AND A LOAN AGREEMENT
BETWEEN THE TOWN OF TILLSONBURG
AND ROBERT AND IRENE HURLEY FOR
THE PURPOSE OF ENCOURAGING THE
ESTABLISHMENT OF SMALL BUSINESS IN
THE TOWN OF TILLSONBURG AND TO
REPEAL BY-LAW 2967.
'WHEREAS Section 112 (5) of the Municipal Act, R. S.a., Chapter M.45, as amended
Provides authority for municipalities to make grants, loans, to charge interest on loans
and to guarantee loans for the purpose of entering into leases of real property and other
agreements related to the establishment, operation and initial growth of small businesses,
or any class thereof, in the municipality.
WHEREAS the Council of the Corporation of the Town of Tillsonburg is desirous of
entering into an agreement to facilitate the acquisition of a bank loan for the purpose of
leasehold improvements for property described as 54 Broadway, Tillsonburg, in
accordance with the mandate of the Mayor's Task Force for Southend Downtown
Redevelopment.
'WHEREAS the Council of the Corporation of the Town of Tillsonburg had previously
entered into an agreement with R & R Holdings enacted by By-law 2967 the terms of
'which will not be implemented.
:IOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN
OF TILLSONBURG ENACTS AS FOLLOWS:
L THAT the Mayor and CAO/Clerk be and are hereby authorized to execute the
Agreement attached hereto as Schedule "A" and forming part of this by-law
between Charles W. Crawford (Crawford) and the Town of Tillsonburg for the
transfer of lease agreement between Crawford and Robert and Irene Hurley
(Hurley) for the land and premises known municipally as 54 Broadway,
Tillsonburg and being Part Lot 1088, Plan 500, Town of Tillsonburg, County of
Oxford, in the event the Hurley's become in default of the terms of the lease
and/or in default of the Loan Agreement referred to in paragraph 2. And that
Crawford will assume the balance, terms and conditions of the Loan Agreement
referred to in paragraph 2 in the event of default on the part of the Hurley' s.
. THAT the Mayor and CAO/Clerk be and are hereby authorized to endorse the
Loan Agreement attached hereto as Schedule "B" providing the Town as
guarantors of the terms and conditions contained therein.
:3. THAT the Mayor and CAO/Clerk be and are hereby authorized to endorse any
related documentation to implement the above.
4. THAT this By-law becomes effective on the date of passing and By-law No. 2967
be hereby repealed..
READ A FIRST, SECOND AND THIRD TIME, AND FINALLY PASSED this le
day of September} 200►1.
MAYOR CAQ/CLE
T1 IIS ACJ:R EMENT nladc this 16"' clay of August 2001.
BETWEEN:
- and -
CHARLES W. CRAWFORD
Hereinafter called "CRAWFORD"
THE CORPORATION OF THE TOWN OF TILLSONBURG
Hereinafter called the "CORPORATION„
R"AWIII F;A'("rawf«rd(I.,essoi-)hasenterediiltoaLeaseAgreementwith1457036ONTRIO
INC.,, (Lessee) to Lease Land and Premises known municipally as 54 Broadway, "Yillsonburg,
Ontario and being Part I_,ot 1088, Plan 500, "I,owil of "I illsollburg, County of Oxf Ord for a term of
15 years pursuant to the terms and conditions as Set out in the Lcasc, a copy of winch the
Corporation has received. The said Lease Agreement is personally guaranteed by Robert I-Iur1eV
and Irene 1--lurley, hereinafter referred to as "I]Lirley„
AND WHEREAS The parties acknowledge that the Corporation and Robert Hurley and Irene
Hurley have obtained a loan at the Canadian Imperial Bank of Commerce, Tillsonburg in the sum
of $180,000.00 which sum will be used for leasehold improvements at 54 Broadway,
,I,i l lsoilburg, ON.
AND WI II;R>;,AS CRAWFORD 111 considerationof receiving the sum of ONE ($1.00)
DOLLAR and other valuable consideration hereby agrees as follows:
1. I a the event that the Lessee referred to above is unable to continue with the Lease during
its term for any reason whatsoever including Bankruptcy, then Crawford hereby agrees to
`callow the Corporation to stand in place of the lessee rcfei-i-cd to above for the balance of
the term of the said Lease according to its terms.
2. 1n the event that the Corporation chooses not to stand in the place of the Lessee as
referred to in paragraph I then Crawford will guarantee that in the event that Hurley
defaults under the terms of the Loan Agreement referred to that: he will assume the
balance outstanding and will Save the Corporation ht.lrmless therefrom.
AND WI--IERFAS this Agreement shall he binding upon the parties hereto, their heirs, executors,
successors, administrators and assigns.
IN WITNESS WI -11 REOF the parties have hereunto set their hands and seals, the Corporation its
corporate seal, this 16th day of August, 2001.
SIGNED, SEALED AND DELIVERED
In the presence of�-
d ) Charles W. Craw1`6d
As to the signature of Charles W. Crawford) THE CORPORAT OF THE TOWN OF
` )-riLLSONBUR
_-�__...._..._.._..... v i n n- Vayor
We Have 11tit110rity tO hind 111C C'OrpOr"ition.
Nlade the I6th day Of, AtIgLISt. 2001.
13 1 T NW T, 1'; N
c 1 lAllLLS «'. C RANI'FORD
10 1311 -ch I)riVe.
1 i 11sOnhtlr, Ontario N4( 112 V2
c111d
1457036 ONTARIO INC
Ali OnlariO COrl)(waf1011 lllc 1'll waled tln(lel- the
,mvs OI, the 1'I-Ok,illc:e OI, Ontal.i0
IZOI314 AZT11URL14-A' and
IREN11, 11UR1�1�,�'
(the I .'lnd lord" )
(01C "TC Imill„)
(1.11C GLK1I'MltOrS )
III Consideration OI, (he 1'ellls, COVell(,lilts and (lfligNtiolls stIpilhltecl herein file I ,nildIOr(I "llld
the l enallt have agreed t0 enter into a lease OI the premises known IllullicijXd1y as:
54 131-Oa(kvay. 'I HIS( nbclrg. Ontal-10
being fart OI'I_,Ot 1086 and 1088, flail 500. Town oI"I'illsoil hLI COuntV OI'OxlOrcl (the
premises)
1. G"RAN"T 0I' LFASI
(I) The Landlord leases the Premises t0 the Tenant:
(a) at the Rent set 1"Orth 111 Section
the Terill Set 101-th In sectlOn 3; and
(C) SUbJect to the Conditions and 111 a0001 -dance with the covellants, Obligations
and agreements herein.
(2) The Landlord C•Ovenaits that 11 has the right to grant the leasehold interest in (he
Premises free f i3Onl Cneu -libl- aces except 11S d i sc, l OsCL1 ml title,
2. i 11
111, N' I'
( I) RcIlt Illealls the amoullis pilyilblc by (ie Telmllt k) (11C I.iIllolird I urs-llallt IO this
Section and includes AdditiOni11 Dent.
DAM
(2) 1 lle Tenant. Covenants to pay to the Landlord, dUl-lilg the 1 el'Ill of this Lease rent as
fellows:
(a) ClUl-Ing the L' 111cci1 ( 1 5) yc(,il'Term, the SL1nl 01'$54000.00 i)CI''IllilLllll I)iUs
GST, payable monthly in advance in egUal lnstalllleilts of $ 4,500.00 oil the
I st day o f each and every illonth, commencing Oil the first rst day O f the f e1-111;
(3) The Tell lit I'll-tllel- COVCnalltS to pray all Otilel- stlnlS re(lUircd by this i,casC to be p"'lid by
Kuhl and agrees that all 'IlllO ll]tS pay�ll)ic by the Ten�lnt t0 the i.alldlm-d Or t0 any Olhcr p.nrty
l)ril-suClllt t0 the I)1-OvisiOns Of- this Lease shall be deemed t0 be ac.lciitional rent("ndditiOnal
Rent") whether or not specifically designated as such in this Lease.
(4) The Landlord and the ,j cnant agree that 1t IS thn
e' 111UtUai illtclltloll that this Lcasc shall
be a completely Carefree net, net, net lease for the Landlord alld that the Landlord shall not,
dlll'illg the TC HII O1` this L.,c,Ise, be rquired t0 Illakc ally pity11 cn(s ill Respect the I'I'eilllscs
other than Chal'gcs Of a kind personal to the Landlord (SUC II as 111C011lc and estate taxes alld
nllartgage payments):
(a) and to effect the said intention (1f the parties the Tenant promises to 1)Cly the
following expenses related to the 1'i'cmises as Additional Rc11t;
(1) business tilxcs mid i Icellscs,
(11) Utilities (111CILIdlilg but Ilot 111111tCd t0 gels, C1CCtl'1City, water, heat) (lir-
condlt1011lllg);
(ill) Sel-v1CCS SLII)111
plled to the Pre1seS, 1)1-Ovided that this does not ill a11y way
Obligc the Landlord t0 provide any scrvic cS, 1I111ess Othel'wise agreed in this
Lease;
(iv) property t"1xcs and rateS, dlltieS alld aSSCSSIIICIltS;
(v) maintenance;
(VO II1SUrallC'C !)1-C 11111Ii11S;
(vll) Sales tax, and slily othey taxes imposed Oil the Latld101'd respecting the
Rent;
(viii) all Utllcl' Charges, 1111pOs1tlOns, Costs �llld expenses OI evel'y nattll-�' a11C1
kind whatsOcvcr;
(b) and ifs any ofI the foregoing charges are invoiced directly to the Tenant, the
Tenant shall pay Sallie as and when they, become dLle aild Shall i)rodLICC 1)1-O01'
of payment to the Landlord immediately 1 f requested to do So;
bUt the Tenant May Contest of
appeal any SLICK chargesat the
Tenant's own expense;
(C) and the Tulant llercby agrees to indemnify ca11d protect the Landlord frmll any
liability accruing to the Landlord In respect of the expenses payable by the
Tenant as provided for herein;
(d) and i f the Tcilallt fads to makc ally Ol' the paylllcllts rc(iLlil'e(l b_y this Lcasc
then the Landlord nilly illake such paylllents Unci chal'ge to the Tem -lilt ills
Additional RCllt the'1111OUlItS paid by the landlord;
R
-3 -
Mid I I' such charges are not paid by the .1 enallt 011 deilland the
Landlord shall be entitled to the sante rc111edics and mily tak-c
the StCI)s 101- recOvely OF the Unpaid charges as ill the
C'VC11t OI` Rent iIl 41111'I'C(I11-s.
(e) and if the "Tenant enjoys the use Of' any common areas and facilities not
111CILiCICCI in the I'rclllises, the Tclialit shall pay leis plOpOrtiOnatc share of the
101-Cgoing expenses I-Clatillg tO such ec)111111011 areas and facilities.
(5) AdClitiOn(,ll Rent shall be payable in 111OIlthly Instalincllts In advance On the same dates
stipulated for payment of' Rent in Section 2 (2) and the Landlord shall at least once each year
I)rOV'de the I chant Wltll a statellletlt i)roviChllg such i11101'illat1011 as Islay be reduired to
calculate accurately the amounts payable by the Tenant as Additional Relit:
(a) prior to the first sUCII statelllC'ilt bClllg dC11Vered the payments O[ Additiomll
Relit shall be based on the Landlord's Cstllllatc ol' the expenses chargeable t0
the Tellatlt;
(b) in the event that any such statcnlellt Indicatcs tll("it. the, amounts paid by the
Tenant fOr Additional RCilt '11-C ClthCl- 11101-C Or ICss thall the cllll()Llllt I-CCIU11-CCI
I)UI'SLlant to the statellletlt then all adJUStlllg statement shall be delivered
xvithin thirty clays;
(i) and if the Tenant has overpaid in respect of" Additional Rent
the aCljUstment illay he Made by Wray Of' redact iOn OHhe next
ensuing installllents of Rent.
(6) All pay111ents to be made by the 'Tenant pursuant to this Lease shall be delivered to the
Landlord at the Landlord's address Im service set Out in .'CO1011 15 Or tO such Other place as
the Landlord n -lay fi-olll time to tinge direct in Writing.
(7) The Tenant agrees t0 hay in advance t0 the Landlord at the commencement 0 f the Term
thc first nlOIlth's Rcilt plus (hS"I' payable: 111ldc l- �Cct lon 2 (2) of tills I ,C•asc.
(8) Ail Rcnt IIi 41i1rC41i1-s alld all stlnis p"Iid by the I ,alidlord 161, cxpCllSCs incill-re(l winch s-limild
have been paid by the 'Tenant shall bear interest from the date payment Was Clue, or madc, OI'
CXI)Ci1SC illCUl'red at a rate per anntlnl C(IUal tO the l)l-i111C cO111111ercial ICnding rate of the
Landlord's bank pIL1S tWO (2) per cent.
(9) The Tenant acknowledges and agrecs that the payillents Of Rent alld ACldltlonal Rent
prCwided for in this Lease shall he made without any deductioll for any reason whatsoever
Unless expressly allowed by the terms of this Lease Or agreed t0 by the Landlord in Writing;
and
(a) no partial payinellt by the Tenant which is accepted by the landlord shall be
considered as Other than a partial payment oil accOUllt Of Rent OWing and
shall not prejudice the Landlord's right to recover any Rent Owing.
3. TERMS AND POSSESSION
( l ) The Tenant slltlll have pOssessiOn ()f the Premises fm- (1 period Of 15 vears,
('0111111(11I1(*iil)► (ail Ow 1 !A (Iny OI' N(►v(•IIibcv, .'O()1 4!111(1 (.11(liily, (►11 IIIc• I -A d;l.v (►I
October, 2010, (the "'Perm").
(2) Subject tO the Landlord's rights under this Lease, and as long as the Lease is in good
St011dillg 1110 1.0i1(1101 -d CO VC-llai S' thC Telli'llit 'illi -111 h, -IVC (Itiict elljoyllicill OI' the Premiscs
vv
-4-
dul-ing the 'Terni OHIIis [_,ease with any il]tel-rul)tiOil M- distulrbanCe IR)in the Landlord OI- Ally
Othel- I)cl-s011 O1" pcl'SOIIS lawllllly Clalillillg thI'OURII the I-allC1101-Cl.
(3) if'thc Tcnant f(,lils 10 take pOsscssiOn Of'thc Promscs O1- t0 OpCII fi)I- busilleSs 011 Oi- bcfOrc
tll( date sped f led for c011lnlencelllellt Of the Term Of this Lease, the Landlord shall, ill
addition to any other 1'cilledics, have the right t0 tel-llllnate this Lease Lll)()11 24 IIOLII-s wl'ittcll
notice to the "I ellailt, and t0 recover II-om the I chant the cost of` all work done by the
L�lncilOrcf On behalf Of the Tenant.
(4;) 1 F 101' 1-eIClsOns beyond the 1_,alldlm-d's cOilti'O11, vacant pOsscssi011 ()F the Preillises Callilo(
be given to the Tenant Oil the coninicncenicilt date ()Hhe Term Of the Lease, the Lease shall
remaln ill CITCCt but the Tenant shall not be Inquired to pay Rent until the (.late when
pOSSCSSi011 is actually given t0 the Tenant;
(a) bill it pOSSCSSlOn is not givCn within I1111cly (()O) (fl)Is IirOni the
commencement date Of this Lease either party illay terilllnate this Lease by
written not ice t0 t he Ot bel-;
(b) and any delay in the actual occupation by the 'I,enailt Of -'the Premises shall not
extend the Telll of the Lease.
4. A S S I NN FdNT
(i ;) The Tenant shall IIOt assign this Lease O1' sublet the whOIC of ally part OF tilt' l)rellliscs ill
any manlier whatsoever duping tile ter111 Of' the Lease:
(I and the T cnant hereby waives leis bight t0 the I)elleflt Of Ally pl-csellt Or 111tlirC
Act of the Legislature ofUntar1*0 which would a110w the "I'enailt tO Assign this
1_,caSe Or sublet the Premises withOLlt the LalldlO1'd'S C011SCt.
(2) The consent Of the Landlord to any asslgilllleilt Or sLil)1eti111 77 shall IIOt Operate (.IS a walVel,
Of, the necessity Iol' C011sellt t0 ally subsequent assignment OI' suf)letting.
(3) Any consent granted by the Lalld101'd shall be C011ditImIal 111)011 the assiglleC, sLll)lessee
OI' OCCLlpallt CXCCLltillg a Written agrccillcnt directly with the Landlord agreClllg tO be boLlil(.l
by all the tcrills OPipes Lei
tit reclsoilable tIlUCs.
( I ,) ULII-illg the TCrlll OHiliS LCasC the Pl Clllises Shall not be used 1l)1- Ally purpose other thall
a IZetai l Business
witlimit the CXpl.CSs consent Of'the landlord given ill writing.
(2)1 'I'llc Tclltlllt shall not d0 Or pci-mit to be done at the Premiscs anything which illay:
(a) Constitute a ilLIISaIlcC;
(b) cause damage t0 the Premises;
(C) CaLISC injury or ailnoyance to occupants of neighbouring premises;
(d) make Fold of voidable any 1IISLII'('111CC Ul)On the Premises;
(C) COilstltUte a breach Of any by-law, StatLls, Order 01' 1'CgUlatimi Ol' any mLlnlllpal,
prOVlilclal OI- (Aller CmIlpCtent "ItItIml-ity I-C'ICiting to the PI-CnlisCs.
6. IZI I'AIR AND MAIN rlTNANC:I
( I) The Tenant Covenants that dLlFlilg the tCl-Ill Of tllls Lease and ally 1"Cllewal thereof the
Tenant Shall kccp iii good Co Ilditi011 the PFCIiIISCS illcludillg all ".11tCl-i-Itions and additions Illildc
thereto, and Shall, with ol" without n()ticc, prolllptly make all nccdcd 1'epali-s and all ileccss(lry
l-el)lilCClllents as would a prudent OwnCF:
(a) but the 'T'enant shall not be liable to effect repairs attributable to reasonable
wear and tear, or to damage caused by f lrc, lightning or Storm.
(2) the I cliallt shall permit the [,tindlord Or it person aL.lthorl7,Cd by the Landlord t0 cntcr the
III-cilliscs t0 CXail1111C the Condition thcrCol,and view the state of i-Cpall- at rCasollilt) le tII11Cs,
(a) �111C1 I f 1_11)(111 sLICIi CX(1I11111ati011 rCp(11il"S arC 101.111d to. be necessary, \vl-ittcil
notice Of the repairs required shall be givell to the 'Tenant by Or On bchal l' Of
the Landlord and the Tenant shall Illakc the necessary repairs within the tlilic
Sl)ccillcd in the Notice;
(b) and if tllc Tenant refuses Or Neglects to keep the Premises in good repair the
Landlord Illay, but shall not. be Obliged to, make any ncccssary repairs, and
shall be penlilt,ted to enter the Premises, by himsel f, or his servants or agents,
161- the purpOse Of effecting the repail-s without being liable to the Tenant fm -
any loss, da111age Or inC c)11ven1C,nC,E, to the Tenant 1n Connection with the,
Landlord's entry and rcpaIl's;
(1) and it' the Landlord makes i-cp�lil-s the Tenant shall pay the Cost of'
them immediately as Additional Relit.
(3) Upon the expliy of the Term or other determination of this Lease the Tenant agrees
peaCeably to surrC lldC'r the 1'remiSCS, 111CILICling ally alterations of iddlt1011s Ill�ldc
thactc), t0 the Landlord III a state of good repail', WasoI]tab IC 'Veal' and teal' and
dl-CamI l7w by fire, lightning and storm Only excepted.
(4) The Tenant sll('lll ililmediately gvivc wri(tell lmt ice tO tilli,rllidlord ()Fahy subst;lnti,ll
CklilliigC (hilt OC;C.'LIUS (t► OIC VICIIIISC S f1011l lily Ct'ILISC. r
-0-
7. Al TU-11A]"11ONS ANi) ADDITIONS
(l) I f the Tenant, during theTerm erlll Oft111S Lease or ,, -my renewal Of it, desires t0 Make any
alterati011s 01' additions t0 the I'1-ci111scs, IllCILldlllg bUt i10t 111111tCd t0; el-CCt1ng
l)al'tltionS, ittaClling egUipment, and installing Necessary furnishings Or additional
equipment of the Tenant's business, the Tenant May do so at Ills own expense, at any
time and from tulle to Wiwi II the 1611owillg coilditions are lllet:
("1) bei we 1I11ciel-takill ! (Illy altera11011 OF 41ICICl111m) 111e ' C11"Int shall sublult to the
LalldiOld a plall SllOwillg the proposed "ll(Cr('11iOns additions and the 'I chant
Shall not prmccd to make any altcrat-1011 Or a(lCht1011 LI111CSS the I_andlm-CI has
approved the plan, and the I-andloi-d shrill not Unrcasonably or arbitrarily
withimid his apl�lOval;
(i) aild 1te111S 111clUdcd In the plan which are regarded by the Tenant as
"Trade I-, fixtures" shall be designatcd as SLIC11 Oil the Mall;
(l7) lily and RII alterations or additions to the i'remises made by the I ellant i11Llst
COIlll)ly with all applicable building code standards and by-laws Of- the
IllLllllCiI)allty In wI11C;I1 the Pl'eliliscs are located.
(?;► 'I'lic tellant, shall be resp011sible 1,01- and pay ihC; C;OSt ()I' ally alteratmils, additions,
installatloils 01' llllllr()Vei11c1ltS tllat ally gOVel'111l-1 aLIt1101-Ity, i111-1111Clpal, provincial or
Othel-wisc, Illay I-Cquil-e t0 be Illadc Ill, ml Or to the Prelllises.
(3) No sign, adwrtlsenlent O1' Notice shall be inscribed, painted or affixed by the TC11ant,
M' any ()tile[- person on the. Tcllallt's behal I, on ally part OI` the inside ()I- Outside OI, 111e
building 111 which the Premises al -e located unless the sigil, advertisement or notice
has been a11111-OVCCI 111 every respect by the Landlord.
(4) All alterations and additions to the Premises Made by of Oil behalf of the Tenant,
Other than the Tenant's Trade F1XtLlreS, Shall immediately become the property Of the
Landlord WitIlOut compensation to the Tenant.
(5) The Tellallt agrccs, at his Owll cxpcnsc and by whrltc;vel- Illcalls illay be llccessary,
immediately to obtaill the release or discharge o[ any el1c11111branc c that may be
rcgistcrcd against the Landlm-d's pr()perty ill cOnnect1011 with any additions c)1-
alterations to the Premises made by the Tenant or ill connection with any other
activity of the Tcnailt.
(6) If the Tenant has complied with his Obligations according to the provisions of, this
Lease, the Tenant May remove Ills Trade Fixtures at tile end of the Term or other
termination of this Lease and the Tenant Covenants that lie will Make good and repair
of replace as necessary any damage CaL1SCCI to the Premises by the removal of the
'I enant's Trade h 1XtLll'eS.
(7)Other than as provided 111 paragraph 7 (6) above, the Tenant shrill not, Cluring the
`� � Ter111 of this Lease or allytinic; thereafter remove 11-0111 the Premises aily Trade
FixtLlreS car WIWI- goods and Chattels of the 4"enant except ill the f ifllowing
CilCLImstances:
(a) the removal is 111 the ordinary course of busllless;
(b) 1110 'Tracie F1Xllll-e I)ecOille t11111C'l'--st"ary low the 'I'ellallt'S business OI* IS
being replaced by a new or similar Trade I' IXtLirc; 01-
(C) the Landlord has consented in writing to the rellloval;
bl.111 ill ally Case the rllciumt shall makc good ,lily (pini lge caused log till' Premises by file
insh-111.11io lis m. I-c-I11m,:Il Tv..Idc• FrXIIirc"N (1111iO1m.111, i);Illili�►I'lti, Iilll►ishin���; :incl "111N,
Other Objects WllatsOeVel' brOLlght 011tO the PI—CMIses by the I ellallt.
(8) The Tenant Shall, at 1116 Owll eXl)ellse, 1 f 1'e(lLlestCC1 by tile l..,andlord, remove Ally Or
X111 additions OI' III) p 'oveillellts Illad(' by the tell"Int t0 (11C Premises (1111 -inn the Tcril►
alld Shall repair all damage caused by the Installat1011 01' the 1'en1OVal or both.
(9,) The Tenant shall not bring Onto file Pre1111ses 01' ally ))art Of, tile 1'1'ellllses ally
machinery, egLlll)lllent Or ally Other thing that ))light Ill the Opinion Of tie Landlord,
by l-e,,lsOn Of' its Weight, s17.e Or L1sC, dalllage the Pl'ellllses Or OVeI'lOad the f 1(mrs Of the
P1 -C IIIIses;
(a) and l f the Prcm Ises are dalllaged OI' Overloaded the Tenant shall restore the
Pl elllises illlllle(.liately Or pay to the Landlord the cost OF restoring the
Premises.
8. INSURANCE
l) During the T crin Of this Lease and any renewal Ilei -col the L.andloi-d shall illalntaln �vltll
respect to the Pi'elllises, 111surailCe COVCl 111sLII" agalllst:
(a) loss Or damage by fire, lighting, storlil and Other perils that May Cause
damage to the Premises Or the PrOper'ty Of the Landlord in which the
Pi-elllises are located as are commonly provided 161' as extended perils
coverage Or as play be reasonably required and Obtained by the Landlord;
(i) and the i11sLirallC C pOIICy shall provide Coverage On a 1'eplacellleilt Cost
basis in an amOunt suffficicilt t0 cOvel- the cost OF all signs and
IeasehOld improvements,
(b) liability fi)r hodily injury 01' death Or property damage sustained by third
parties up tO such limits as the landlord in his sole discretion deems
advisable;
(C) rental Income llr()tccti011 insurance with respect to flre and Other perils to the
Cxtent Of One _year's Rent payahle Lender this Lease,
(1) but such illstlrailce gild ally payment O f' the proceeds there0 f' to the
Landlord shall not relieve the l ellant Of its Obligations t0 ContllluC to
pay rent Clul-illg any l)CHO(1 Ohrebuilding, replacenlcnt, l-ep�liring Or
restoration of the Premises except provided 111 Section 9.
(2) The Tenant covenants to keel) the Laildloi-d indemnified against all claillis alld
demands whatsoever by ally person, whether 111 respect Of damage to person Or
property, arising out Of Or Occasioned by tyle mainte11a11Ce, use Ol- OCCLIpallCy of the
Premises or the subletting Or assignment of sante or any part thereof. And the Tenant
Further covellants to lndeillnl fy the Landlord With respect to aily CI1CLImbrance Oil Or
damage to the Premises Occasioned by or arising from the act, default, Or negligence
of the Tenant, its officers, agents, servants, elllployees, COntl'aCtOrs, CLIst011let's,
111VItCCS OI' 11cellsees.
(a) alld the Tenant agrees that the f O1'ego ing inCIC111i11ty shall Survive the
Ic•tlllill,liion OYlhis I c"Isc• nOlwilhslanding'Illy plovisio►ns Of Ihc• I c•slsc•
to thea Conti illy.
(3) The 'Tenant shall Carly IIISLIraIICC til his ()XVII Ilallle to 1)1'OVlde COVCI'age With I_CSpect
to the risk Of )Llslness 111tCrrLil)t1011 to all CXtCilt Sufflcleilt to allow the Tcllallt to Illeet
his Ongoing Obligations to the Landlord aild to protect the" errant against loss Of`
1'(.'Velllles.
_ 8 _
(�) "I he TC11"lnt Shall C(,irry II1S111'allcc ill Ills O%,V11 IlaIlle insurllll; a 'alllSt the r'ISI` Ofdalllage
to till' Tenant's s prOperty \vltllil the Premises Caused by, fire Or Other perils aIlcl the
llOiicy shall provide 1,01, COvcra()e Oil a I'c llacclllcnt COSt basis to protect the TC11ant,s
StOCk-ill-track', e(ILIilllllent, 'I'1."1Cie FIXtU1-CS, CICCOrati011S all(l 1111PI'MIelllelits.
(5) 1 ile 1 enallt shall c,- rry hLibIic Ilabrhty and property c1a111age 111SL11'allce In which 10i1C`,
the Landlord shall be d I1aII1C'.Cl 111SLIreCI a11C1 the 11OliCN' shall include a crass-liabilit
endorsement,
(Ca C,111d the Tent -111t shall plOVIde the Landlord wIth (1 COpy OI the p(llcy which
sh"ll be not less than $2.000,000.00.
9. 1)AN*IAG14, TO '11111; 1'1ZI4,N�IISI4,S
(i) 11• the Premises OI' the building ill which till Premises a1 -e lOCi
-9-
(i) the landlord has given notice specifying the IlClture ol'the default and
the steps required to Correct it; and
the T 11a11t has killed to Cc►rre Ct the default as FC(11111—Cd by tile 1101 ICC11
*
(C) the TC11(ant has,
(1) bccollle ballkrUl)t or insOIVcnt of n1adc all asslgnilleilt 161- the benefit
Of' Cred ItOI"s;
(11) had its property seized or attached 111 satlsfaCtloll of a jUdgmcnt,
(ill) had a 1'CCCiver appointed;
( Iv) Committed ally ,let of IlCgiCCtCd t0 do allytllllg With tile.' I-Cslllt flat a
COnStI-UCtlOIl l-lell of Otllel- e11CUIllbrance is registered agallist the
landlord's property;
(v) Without the consent of the Landlord, nude or entered into all
agreement to slake a sale of' its assets to check the Bulk Sales Act
,Ippi ics;
(vi) taken action 11 the Tenant Is a corporatlOil, With a v1eW to Winding up,
dissc)ILltiOil Or licluidatloil;
(d) any insurance policy is cancelled or not renewed by reason of the LISC OI -
Occupation Of' the Prelllises, Or by reason o (loll-payme llt Ol, pl-cmillms;
(e) the Premises;
(1) becOIl1C vacallt Or relaid [11mcclipled 1O1' a period ()1'3() consCCUt lvC
clays; or
al'C not open 101- business on more than thirty (30) business days ill
any twelve (12) month period or oil lily twelve (12) COI1seCuti ve
1)LIs111Css d('Iys;
(1 11) al'e used by "Illy other i)ersoll or pasolls, Or lol- ally othee i)LII'i)osC th,'111
as provided for ill this 1_,CaSC Without the Written Conscnt of the
Landlord.
(2) When an Act of Default oil the part of the Tenant has occurred:
(a) the Current months relit together With the next three months' rent shall
become due and payable Immediately; and
;1
(b) the; Landlord sha11 have file right to tcrillinate this Lease and t0 I'C-enter the
Pren-llses and deal with them as he may choose.
(3) If, because all Act of Default has OCCUrred, the Landlord exercises his right to
terminate this Lease and re-enter the Premises prior to the end of the Term, the
Tenant shall nevertheless be ll�lble fir payment of Rent and all OtllC1' c1111OLInts
payable by the 'Tenant in accordance With the provisions of the I.c,.ase 1111111 iie
�iii(II(►I�i how., Its lcl Ih(• \vIlll III(. PwIlIP.c.", ill !;Ilch 11I�ilIII(•I
that the cessation o[paymcnts by the 'I'enaiit will not res[llt in IOss to the Landlord;
(a) and the "1 cnant (lgrecs to be I iah1c t0 the Landlord, Llllti I the end 011,11C
Term of this Lease for payment of"any differeticu between the amount
O F Rent hereby agreed to be paid f Or the Term hereby granted and the
iZent any new tenant pays to the Landlord.
(4) The 'Tenant covenants that notwithstanding any present or future Act of the
Legislature 0Fthe PI-OVInCC 01'011tario, the i'ersonal property Ol'the Tenant during the
term of this Leese shall not be exempt from levy by distress for Rent in arrears:
(i1) and tl►c Tcnant ackn(►wlc(Igcs that it is upon the c I)I-CS-S
understanding that there should be no SLIC11 exemption that this l_e<<se
is entered Into, and by cxccuting this l.eCise:
(i) the "I'cntrnt waives the benefit Of any such legislative
provisions which illight otherwise be available to the 'Tenant
Ili the absence o f th is agreement; and
the 'Tenant agrees that the I may plead Haiti c()vcnant
as an estoppel against the Tenant i f all action is brought to test
the Lalldim-d's right to levy distress against the "Tenant's
property.
(5) If' when ail Act of Default has occurred, the Landlord chooses not to terminate the
Tease and re-enter- the Premises 4) the Landlord shall have the right to Mkt' ally and all
necessary steps to rest i f y any Or all Acts Of' Def all It o I' the "Tenant ai)d to charge the
costs ()f'such rcctifkation to the 'Tenant and to recover the costs as Rent.
(6) 11; when an Act Of Default has 000LII-I-ed41 the Landlord ch()oscs to waive his right (O
exercise the remedies avaikible to 111111 under this Lease Or ,at Id", the waiver shall Imt,
constit�Ite condonation of the Act (4Default, nor shall the waiver be 1)IC'I(Ied as an
estoppel againtit the Lalldkwd t(► prevent his exercising his remc(lics with I—CspCct to
a stibse(Iueilt Act of Default:
(a) no covenant, terill, or condition OF this Lease shall be deeme(1 to have been
waived by the Landlord unless the waiver is in writing and signed by the
landIOrd.
11. TERN/IiNA"I'IUN UPON NOTICE AND AT END 01' 'FERN]
(1) If the Landlord desires at any time to remodel or deniolish the Premises or any part
thereof, to all extent that renders C011tlllued possession by the Tenant Impracticable,
the Tenant shall, UI)011 1'eCCiVing One IIUildred and eighty (I (SO) clear days' written
notice from the LandlO1-d:
(a) surl-endel- this Leese, including ally unexpired remainder (4 the Terill; and
(b) vacate the Premises and give the LalldlOrd possession.
(2) If the Premises are subject to an Agreement of Purchase and Sale or if'the Premises
are expropriated or coildemned by any competent authority:
(a) the Landim-d shall have the right to terminate this Lcase by giving ninety (90)
clear days' in wriling h► ih(, 'T(-n,Inls; m.
(b) the Laildim-d may require the tcluillt tO \/iIcatc int• I'r(•nliscs within thirty (_M)
days fionl 1)(,iylllcnt by the Landlord to the 'Tcnt'int ol*a bomrs Cclu,Il IO till -cc
111011ths' relit.
(i) but payment of the said l)(►nus shall be acconillaniec1 Or preceded by
wril(ell Ill/llCC From Ilii'. 1.01ldlord lt1 (lie T1.:1111111-Itivlsing 11I file
Landlord's intent tO exercise this option.
(3) Tile Tcllallt agl-ccs to permit the Landlord during tilt; last three Months Oi the l C'Hll
of tills Lease to display "['or Rent" Or "For Salc" signs Or both at the I'-cillises and
to Show the PI-eililses to prospective new tclicallts or purchasers and tO permit anyone
having Whitten authority of the i ,andlm-d tO N,Ilcw the PI-clllises at 1-Casonal)lc hours.
(4) 1 f the Tenant relllaills ill possession of the Premises after termination of tills Lease
as al'Oresaid and i f tllc Landlord their (,.icccl)ts Merit lOr the Premises 11-om the 'Ecilant,
it is agreed that SLlcll overholdlllg by the Tenant and acceptance of' Rent by the
Lalldlm-Cl shall cl-tate .:1 lllclllthly tcllallcy OIlly blit the tellallCy shall 1-elllain Slll)_Icct tO
all the terms and conditions of -this Lease except those regarding the "T'erm.
12. AC1tNO WL14A)GA114AT BY TUAANT
"hire Tenant agrees that lie will at any time or times dUring the Term, upon being
glvc1i ill IC'ilsl (118) houl-s pi-lor wrilll'il Ilolicc', to flit'
Landlord a Statenlent 111 writing certifying:
(a) that tills Lease 1S L llmodlficd ilI1C1 is ill full 1 -61 -Ce C111d effect (Or if
modified ied stating the modifications f )cations and Collf irtiling that the Lease is
in Bill IO1-C:C anti c1Tcct as nlodi I led);
(b) the ('1111Ount OF Rent being i)('iid;
(c) the dates to which Relit has becil pall;
(d) other Charges payable under- this i.ease which have been paid;
(c) particulars of ally 1)1-el)ayillellt of Rent or smil-ity deposits, and
(1) iNartiCLllarS Ot ally Subtenancles.
13. SUBORDINATION AND POSITONEME N'1'
( I) 'Phis Lease and all the rights Of the "I errant: Under this Lease are SLIb)C'c;t and
subordinate to any and all Cllill-gCS against the l"lnd, I)Uilc.lingS 01- Improvements (fl'
which the Premises lol'lll part, whether the chargc is 111 the nature Of a 111Ortgage, trust
Gleed, lien or any ether form of charge arising f -om the financing or re -financing,
including extensions m— rcnewals, cfl,the [,1111dim-d's interc st ill the 1)1.()l)Cl•ty.
(2) Upon the request of the Landlord the Tenant will execute any fi)rlli required to
subordinate tills Lcasc and the T'enant's rights to any such charge, and will, if'
required, attorn to the holder of the charge.
(3) No subordination by the Tenant shall have the effect of pel-mittillg the holder of ally
charge to distLll-b the occupation and possession of the Premises by the Tenant as
.� long as the "Tenant perlornis his obligations under this Lease.
14. R1 LT -JS AND REGUt_A`FRINS
The Tenant agrees on behalf of itself and all persons entering the Premises with the Teilant's
authority OI- permission to abide by SLICII reasonable rules and regulations that 161-111 part of,
this Lcase and as the Landlord may make from time to tinlc.
15. N O'1' 1 C 11 '
4
(1) Any notice 1-Co.l1lired ()I- i)Crnlittccl tO be give ll by One party to the Othel- pursuant tO flit,•
tel -ills ol*tils beast nuly be glvell t �
-12-
To-) the Landlord at: 10 Birch Drive,
'I'l1lsonhurg, Ontario) N4( -,'j 2V2
TO tilt_' Tcliallt at the I'relllises OI- at: R.R. 112,
O)lll'tl"illd, Ontnrio1 Nt)J i 1':0
(2�
Tile abON%e adch'esses Illay he Changed at ariv time by giving tell ( 10) days N,vrl tte ll
ll()tice.
(3) Any notice given by 011e party to the Ocher 111 ac'COCdalice With the pl-misions (11 tIIS
Lease shall he deenled C011c1 LIST VCI V to haVC heCll received On the (late delivered i i' the
notice 1S Served personally ()1' seventy-tN,vo (72) IlOLIrS altel- 111alllllg 11, the 110t1Ce IS
lllal led.
1 G. REC" i STRA"PION
r1,11c I enallt Shall il()t at a11V tillle 1'e lStel' notice OI OI' a COp OI this Lease ml title to the
pl-Operty OI which the premises krill 1)a1't xvilli(ltlt COilsellt Oi the i ,�lllcllol'd.
17. 1 NT' F1 R P R 1-1,"1' A rF 10 N
(1)
The w m -ds 11111101'tlllg the Sill Lllal- 11LI111I)e1' 011ly shall 111CiLICIe file C"i11C1 vICe
Vei-Sa, alld \wOr(lti 1111I)OFti11g the I11aSC;L11111e gender sh"Ill Include the 1611i11ille gcndcr,
and illipm-ting pelsmis Shall include firllls and cm.pOrations and vice VCI's(11.
(2) unless the context otherwise re(iuireS, the WORT "LandlOrd" and the WOrd ""I elialit"
X\;he1'eVel' Used hel'eill Shall be C011stl'Lled to inCILldeCI file CXCCLitOI'S, aChlllnlstrators,
sticcesSOl's and assigns Oi` the I,allcllm-d olid 1 ellallt, respectively.
(�) When there al'e two OI- illOre l e1l"lilts I)Olind by the sallic l'm,cliallts 11cl-elll Cm1k.1mcd,
their (Aligatiolls Shall. be jOillt and Several.
18. G�UARAN"I E4
AND I I II_; (JUAIZAN I OR herein, 111 C011slcleratlon OI` tie I e11a111 elltel'lll 11110 the L_,ease
hereby jointly and Severally covenant with the IJandlord to guarantee, aS primary debtor/Cl6tors and
not 'CIS SLlr('%ly/SLlretiCS, that the Tenant \N/ -i I i pay al l ill(_)llles IN"lyable ilerelllldCI_ Whell CIUe alld WI I I CILIIy
observe, pciTorlll and keel) all the Covenants herein contained and cl()eS/(Io hereby .jollity alld
sevvi-alio cm,enallt to indclllillky and Save harilliCss the I,ancllm-d h -mil Ally iOSS, cOSiS Or dalll"lges
arising 11'1)111 null-paylllelit Ot the Said monies Or breach or n011-pertoWIllallc;e OI' Ally Oi` the Said
CO\'enallts, .
Ill Witness orthe IOregolllg Covenants the Landlord and the I cnant ha\'e executed tills Lease.
Witness
44,1 XeL
Witness to Robert & Irene I n•ley
Charles K1-'a\v1,0rd - I,alldlOrd
1457036 ONTARIO IN( �("1_el lC)
1)Cr: �
�f
'reS: IZOh rt I urle
S`ec- C s: Irene I I tirl
Wt. li,i\►• ,1iill1mil.) j�► I►illd IliC I)II1 Si, 1wil,
IWI)OIA IIL111Cy-4 klarantor
rr
belle ILIAC}I, �ivaran r
to 1 xase made between
- 13 -
SCU � UULL� "A"
Lluarles NV. Crawford
- III1Cl -
1457036 ONTARIO INC:'.
Robert Hurley and
Irene Hurley
the Landlord
lord
the Tenant
the GLIR111tOl-S
This i case sh(lll he greater thail the net net ilet Lease In that all p(ny111ellts ol buildin , taxes.
litlllties� lllSLII"II1Ce a11d inslll'�II1Ce Oil the I�I'Oherty 111 the �1I11OUilt OI `�2,OOO,OOO.00 l)l' llullllC
i iabi 1 itv etc. Care to he laid by the Tenant.
The Tenant Shall he allowed to make any Changes rind SUbStalltlal I'CIlOV< tions to the premises as
Illa 'Ile agi-ml by the i ,aildlol-d C1111'illg the tC'H11 O1 th1S i ,CaSC oil the Collditloll that SLICK
re11OVati011s X Ill ilot I,CdLICe tillsqui-II'e iOO("Llgc or suhstantially I-Cd1IcC the vallie oI the land and
buildings.
I he I enant shall have the 1'igllt t() I)LII'Cllase the l)l'CI11iSCS dLIHIll' the te1'ill O1 tills lease thLIS
CxCiCising, its option to purchase the lll'elllis s the Salle pI-IcC shall Ise $4 0,000.00 and there \\ Ill
he no abatement in the purchase price Im any lease l)a)*111elltS Made till-OLiglIOLit tile, terill OI the
I,ec-lse. 1 lie Tenant should it Nish to e` ci'Cise this Option Shilll in writing Cadvisc till.' i ,andlord
that It intends to exercise its Opti011 to l)LIl'ChaSe the said l)i'ei111Ses oil the terms and Condlt1011s
referred to XvIlich trallsaction shill Close Within Ot) days O1 the Clate ()('tile cxercising OI the
Opt1O11.
WFFNFSS: )
AS to the signature of Charles W. )
Crawlord
Witness tc) Robert kc, belle urley
(Charles W. C' o " v Mrd
145703'6 ONTARIO INC.
Per
''Pies'. Robyrf IILIrley
Sec -1 i'eas. Irene I 1 url y
We II'm C "11111writ\ (? )id 11 _171) M].
r
IZc"hu'r , I lurieKlIal'ailtor
R