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2021-054 Schedule ATILLSONBURG AIRPORT HA NGAR LEASE This Lease is made this 30 day of Ap ril , 202 1 (th e "Effect ive Date "). BETWEEN THE CORPORAT IO N OF THE TOWN OF T ILL SO N BURG (the "Land lord") - and - 1467246 On tario In c . 244779 Milldale Road , Ottervill e, O ntario NOJ 1RO (t he "Tenant ") WHEREAS the Landlord owns all and singu lar that ce rt ain pa rce l or tract of land and premises situated , lying and being in th e Township of South West Oxfo rd in the County of Oxford , being compromised of: PT LT 3-4 CO N 7 DEREH AM; LT 5-6 CO N 7 DEREHAM ; PT LT 7 CO N 7 DEREHAM PT 1, 2, 3, 4 & 5, 41R2 877, PT 2& 3, 41R 27 14 , PT 1, 2 & 3, 41R4343, PT 1, 2, 3 &4,41R4545; SfT 406551 ; SOUTH-WEST OXFORD; PIN : 00016-0089 (LT); LRO #41 ; municipal address being 244411 Air port Road, Tillsonburg , ON N4G 4H1 ; referred to herein as the "Prope rty ", the "Airport" or th e "Tillsonburg A ir port" upon wh ich is located the Tillsonburg Airport which is owned and operated by the Landlord. In co nsidera ti on of th e covenants , agree ments, warranti es and payments herein set forth and provided fo r , the sum of two dollars ($2 .00) pa id by each party to th e other and oth er good and va luable consideration, the receipt and sufficiency of which is hereby acknowledged , th e Parties hereto respecti vely covenant and ag ree as foll ows: 1. LEASED PREMISES (1) The Leased Premises sha ll consist of a portion of the T ill son burg Ai rport id e ntified as 50% of Hangar G9 (56 ft by 60 ft) on th e plan attached as Schedule "A", being the area upon which th e Tenant's airplane hangar sha ll be loca ted plus one (1) metre of land extended beyond th e exter ior perim eter of th e Tenant's airpl ane hangar building (the "Lea sed Prem ises"). (2) Notw ith standing the above , the Landlord reserves the r ight to ass ign an alternate lot to the Tena nt on thirty (30) days' writt en notice at any tim e prior to the commencement of co nstru ctio n of the Tenant's hangar . (3) The Landlord covenants and agrees to the constructi on by th e Tenant of an airplane hangar on the Leased Premises being a Hanga r , (the "Hanga r'') subject to the provis ions of Schedule "B''. Th e T enant sha ll co mplete the construction of the Hangar at its sole cost and expense. (4) T he Land lord covenants and ag rees th at the Hanga r on the Leased Pr em ises is not owned by th e Land lord but is owned by th e Tenant. 2. GRANT OF LEASE (1) The Landlord leases th e Leased Premises to th e Ten ant : (2) (a) (b) (c) at th e Ren t se t forth in Section 3; fo r the Term se t forth in Section 4 ; and s ubject to the co nd iti ons and in accordance with the covenants , obli gation s and agreements here in including schedules. <JI rd covenants th at it has th e right to gra nt th e lease hold interest in the Leased s ree from enc um br ances except as disclosed on title. T enant's I nitials C. L 2 3. RENT (1) Rent means the amounts payable by the Tenant to the Landlord pursuant to this Section and includes Additional Rent. (2) The Tenant covenants to pay to the Landlord , during the Term of this Lease rent as follows (the "Base Rent"): for every year of the Term , the total sum of $504.00 per annum (based upon $0.30 per square foot of Hangar building area) plus H.S.T., and any other applicable services tax which may accrue on account of the Landlord collecting rent. payable yearly in advance . Base Rent shall commence on the first day of the Term. If the first day of the Term is not January 1 ''then Base Rent for the first year of the term shall be prorated until December 31 of the initial year. Base Rent shall then be due on 1'' day of the year commencing on January 1'1, 2022 and every 1" day of January thereafter. The Parties further agree that the Landlord may, in their sole and absolute discretion, increase the Base Rent annually in accordance with the Town of Tillsonburg Rates and Fees Bylaw, as amended. If the square footage of the Hangar on the Leased Premises expands then the Base Rent shall accordingly increase in proportion to the additional square footage. Note the existing Hangar is 56 ft. by 60 ft . shared by two parties equally. (3) The Tenant further covenants to pay all other sums required by this Lease to be paid by it and agrees that all amounts payable by the Tenant to the Landlord or to any other party pursuant to the provisions of this Lease shall be deemed to be additional rent ("Additional Rent") whether or not specifically designated as such in this Lease. (4) The Landlord and the Tenant agree that it is their mutual intention that this Lease shall be a completely carefree net lease for the Landlord and that the Landlord shall not, during the Term of this Lease . be required to make any payments in respect the Leased Premises other than charges of a kind personal to the Landlord (such as income and estate taxes and mortgage payments) and to effect the said intention of the parties the Tenant promises: (a) to pay as Additional Rent: business taxes , real estate taxes and licenses if applicable; (b) to pay all annual fees in accordance with the Town of Tillsonburg Rates and Fees Bylaw, as amended , as Additional Rent for such expenses incurred by the Land lord for th e maintenance and servicing of th e Airport; and , (c) to pay th e Lan dl ord a one-time capital recovery charge, ba sed on act ual s, for the Landlord to construct the associated hang ar apron, if applicable; and , (Not Applicable I Existing Hangar) (d) to pay for or provide servicing and maintaining the Leased Premises and the Hangar and shall include the following: (i) all utiliti es and services in c luding , but not limited to, electricity , water , sewage , natural gas and propane . The Tenant acknowledges that connection fees for utilities and services are entire ly at the Tenant's cost. Further, the Tenant acknowledges that nothing in this Lease , including in this article. i s a warranty, coven ant or represe ntation by the Landlord to provide connections, utilities or services to the Leased Premises or that the services or utilities ca n be extend ed to the Lease d Premises; (ii) snow removal and land scaping on the Lea sed Premises including cutting the grass and weed co ntrol of the Leased Premises in cl uding the one (1) metre area around the perimeter of th e Hangar; (iii) all r epair, service and maintena nce to the Hang ar including reasonable wea r and tear; and , (iv) to pay airport infrastructure fees in accordance with the Town of Till sonburg Rates and Fees Bylaw , as amended. (Not Applicable I Existing Hangar) (5) The Tenant hereby agrees to indemnify and protect the Landlord from any li ab ility accruing to the Landlord in respect of the ex penses payable by the Tenant as provided for herein. (i) The Tenant on behalf of itse lf/him self/herse lf/them selves , its/his/her/their he irs , executors, administrators and assigns , including it s/his/her/thei r successors in titl e , hereby cove nants and agrees to ind em nify and save harmless th e Landlord from all actions. ca use of actions . suits, claims . demands, damages, losses , costs, charges and expenses of every nature and kind whatsoever by whomsoever make brought or prosecuted , including lega l fees . which the Landlord may in cur or have to pay, which may arise either directly or indirectly by reason of any activity, actions, performance , negligence or non -performance of the Tenant, its employees , serva nts, agents , contracto rs, s ubcontractors , architect. landsca pe architect . eng in ee r. surveyor, planner, consultant , project manager or any other person the Tenant is re spo nsible for at law during the duration of this Agreement ; in executi ng the T e na nt 's Initi a ls G {_ 3 Works under this Agreement; by reason of installation of any Works required under this Agreement: by the failure of the Tenant to complete the installation of the Works required under this Agreement ; because of or on account of the ownership, construction, use existence, or maintenance of the property described in the Agreement: by the exercise of the Tenant's powers under this Agreement: the construction, maintenance or the improper or inadequate construction, installation andfor maintenance of the Works: any act or omission of said parties while undertak ing the Works: or by reason of the neglect of the Tenant or its employees, servants, agents, contractors , subcontractors or others for whom the Tenan t is responsible at law . (ii) Without limiting the generality of the foregoing , the Tenant agrees to indemnify and save harmless the Landlord for any issues related to the alteration of any grade or existing level construction, the maintenance or repair of any taxiway within the Airport, or by reason of the failure, neglect or omission of the Tenant to do anything agreed to be done pursuant to this Agreement or by reason of any act or omission of the Tenant, including failure of the Tenant to comply with the Construction Act. (6) Additional Rent shall be payable yearly in advance on the same dates stipulated for payment of Base Rent in Section 3 (2). (7) All payments to be made by the Tenant pursuant to this Lease are to be in Canadian funds by bank draft, money order or cheque payable to the Landlord and shall be delivered to the Landlord at the Landlord 's address for service set out in Section 17 or to such other place as the Landlord may from time to time direct in writing. (8) All Rent in arrears and all sums paid by the Landlord for expenses incurred which should have been paid by the Tenant shall bear interest from the date payment was due, or made, or expense incurred at a rate per annum equal to the prime commercial lending rate of the Landlord 's bank plus two (2) per cent. (9) The Tenant acknowledges and agrees that the payments of Rent and Additional Rent provided for in this Lease sha ll be made without any deduction for any reason whatsoever unless expressly allowed by the terms of th is Lease or agreed to by the Landlord in writing and no partial payment by the Tenant which i s accepted by the Landlord shall be conside red as ot her than a partial payment on acco unt of Rent owing a nd shall not prejudice th e Landlord 's right to recover any Rent owing . 4. TERMS AND POSSESSION (1) The Tenant shall have possession of the Lea sed Premises for a period of twenty years , eig ht months (the "Term "), comme ncing on th e 30 day of April , 2021 and end ing on th e 1•1 day of January, 2042 . (2) The Ten ant s hall pay any and all connection costs for hydro , gas, water , heating , air co nditi oning and for all other services and util ities as may be provided to the Leased Premises. The Tenant s hall arrange with the loca l authority for co nnection of gas, electricity and water in th e name of the Tena nt. Nothing in this paragraph or lease is a warranty or representation by the Landlord that any utiliti es or services are extend ed to the Leased Pre mises or can be extended to th e Leased Premises. (3) Subject to the Land lord 's rights under this Lease , and as l ong as the Tenant is in good standing, th e Landlord covenants that th e Tenant shall have quiet enjoyment of the Leased Premises during th e Term of this Lease without any interruption or disturbance from the Landlord or any other pe rson or perso ns lawfully claiming through th e Landlord . 5. ABATEMENT OF RENT DURING CONSTRUCTION PERIOD (Not Applicable I Existing Hangar) (1) So long as th e Lease has been fully executed . the Tenant has provided the Landlord with proof of the Tenants insurance, and the Tenant has paid th e first and la st month's Rent to be held as a deposit, the Landlord sha ll provide the T enant with possession of the Le ased Premises for a period of up to six (6) months commencing on the Effective Date fo r th e purposes of constructing th e Hangar on the Leased Premi ses. All terms of the Lease s hall be applicable from the Effective Date save and excep t for the payment of Rent, Base Rent and Additional Rent which shall be payable as of the first day of the month of occupancy of the Hangar or th e expiry of the six (6) month construction period whichever occurs first. (2) In the eve nt the Tenant has not completed construction of th e Hangar within the six (6) month con . ction period , the Landlord , in its so le and absolute discretion , may extend the cons tr c on period upon written request of th e Tenant or term inate this Lease of which then the T ant's deposit provided in Section 5 (1) would be forfeited. T enant 's Initial s c L 4 6. ASSIGNMENT (1) The Tenant shall not assign this Lease or sublet the whole or any part of the Leased Premises unless they first obtain th e consent of the Landlord in writing, which consent shall not unreasonably be withheld and provided the sub-Tenant and/or assignee signs a written acknowledgement that he/she will be bound by the terms , conditions and rules as provided for in this Lease. The Tenant hereby waives its right to the benefit of any present or future Act of the Legislature of Ontario which wou ld permit the Tenant to assign this Lease or sublet the Leased Premises without the Landlord 's consent. (2) The consent of the Landlord to any assignment or subletting sha ll not operate as a waiver of the necessity for consent to any subsequent assignment or subletting. (3) Any consent given by the Landlord to any assignment or other disposition of the Tenant's interest in this Lease or in the Leased Premises shall not relieve the Tenant from its obligations under this lease . including the obligation to pay Rent, Base Rent and Additional Rent as provided for herein. (4) If all or more than 50% of the shares in the Tenant should be sold, assigned or transferred in any manner to a person other than the Tenant , then such transferee sha ll be bound by the terms and conditions of this Lease. 7. USE (1) During the Te rm of this Lease the Leased Premises shall not be used for any purpose other than as an aircraft hangar for the storage , repair and operation of airp lanes , without the express consent of the Landlord given in writing. The Tenant shall not construct a new hangar or any other buildin g on the Leased Premises except in accordance to the terms of this Lease. (2) The Tenant shall not do or permit to be done at the Leased Premises anything which may: (a) contrave ne any Airport use , standards , or tenant policy as establi shed by the Landlord from ti me to tim e: (b) cause damage to the Leased Premises : (c) cause injury or annoyance to occupants of neighbouring premises; (d) make void or voidable any in surance upon the Leased Premises; (e) constitute a breach of any by-law, s tatu s , order or r eg ulation of any municipal, provincia l or other competent authorit y re lating to the Tillsonburg Airport , the Leased Premises including any septic bed or other prop erty, equipment or appurtenances ; and , (f) create an environmenta l hazard . The Tenant sha ll not store, allowed to be stored or do anything that cr eates hazardou s waste or toxic material as defined by th e Environmental Protection Act or any related or successor legislation . If an order is mad e by any leve l of government, inclu ding all agencies , crown co rpo ra tion s , municipal bodies , or a court is made as a result of the Tenant's, or its servants, directors, employees . invitees , customers or agents, actions or inaction under this Article or Article 7(2)(e) above or as a result of the septic bed system used by the Tenant th en the Tenant shall satisfy the terms of such order inc lu ding , but not li mited to , paying all costs of the work r eq uired and shall indemn ify and save the Landlord harmless from any costs , including lega l costs , if th e Landlord suffer s any damages or pays an y costs associated with such order. (3) The Tenant shall : (a) (b) (c) (d) (e) (f) not interfere in the use of the Airport or any other use of the Property. The Tenant acknowledges that there ar e ot her uses of th e Property and it s hall not interfere in any other use of the Property. The Tenant further acknowledges that th ere are other Tenants and users of the Airport and it shall not unreasonably int erfe re in the use or operation of the Airport in any manner nor shall it do , or allow to be done by any of its invitees , c ustomers , employees or agents. anyth ing that would cause or constitute a nuisance , safety v iolation or hazard to any other Tenant or any user of the Airport who are act ing reasonably ; comply with all fed eral and provincia l tran sporta tion guide lines , regu lations , rules , by-laws, statutes, directives and any other such matter that governs the flight , use or operation of aircraft ; not block or obstruct the taxiways or runway and permit the ingress and egress to adjacent hangars , aprons and parking areas ; not conduct any major repa ir s to any motor vehic le of any kind other than an aircraft or an vehicle or machinery anci ll ary to or connected with aircraft ; n p rform aircraft repair or maintenance outside of the Leased Premises: n t s art any a ircraft in th e Hangar; " T 'I ·· 1 (; L enant s 111tia s ___ _ 5 (g) not store any items on the Leas ed Premises, surrounding Property or in the Hangar other than aircraft and related aircraft items except as specifically permitted in this agreement; (h) not store any flammable products inside the Hangar or on the Leased Premises with the exception of fuel or nece ssa ry aircraft related products; (i) notify the Landlord of any public activities and/or events no less than thirty (30) days before such activity and/or event with approval by the Landlord, in its so le and absolute discreti on and such approval not to be unreasonably withheld; (j) comply with all rules and regulations of the Airport and ensure the compliance of all the Tenant 's co ntractors, employees , agents, customers and invitees ; and, (k) provid e proof of documentation showing current and proper insurance coverage of any aircraft stored inside the Hangar. (4) The Tenant covenants and agrees that the Landlord may require the adjustment in the Airport leases and as such may demand the Ten a nt move the Hangar and the lo cat ion of the Leased Premises. The Landlord shall compensate the Tenant for any expenses in moving the Hangar as agreed between the Parties. (5) The Tenant s hall be pe rmitted to construct and maintain one (1) aircraft hangar (the 'Works ") on the Leased Premises as follows: (Not Applicable I Existing Hangar) (a) the dimensions of the Existing Hangar is 56 feet by 60 feet for a tota l floor area of 3360 , the half of th e hangar for this lease agreement is 28 feet by 60 feet for a total floor area of 1680 sq uare feet , (b) th e style of the Hang ar shall be either a pole barn style building or a metal frame building ; (Not Applicable I Existing Hangar) (c) the siding , siding colour, roof co lour , hanger number , and height of the bui lding will be maintained in accordance with current Airport standards as approved by the Landlord ; (Not Applicable I Existing Hangar) (d) the hangar apron s hall be co nstructed of a hard surface (i.e. asphalt or concrete) with a minimum 300 mm (12") structural sub -ba se to the s atisfa ction of th e Landlord ; (Not Applicable I Existing Hangar) (e) any co nstru ction or renovation shall co mply with th e construction req uir ements of the Landlord in its sole and absolute discreti on inc lud ing the construction requirements detailed in Sched ule "B" to this Lease and all appli cab le building code stand ard s and by-laws of the municipality in which the Leased Premises are loca ted and any federa l or provincia l statutes , rules or regulations ; (Not Applicable I Existing Hangar) (f) prior to the co mm encement of construction , th e Tenant shall submit, at its sole cost , a site plan and drain age/g rading plan which shall include, but not limited to , th e information requ ired in this Article 7(5) of this Lease a nd th e proposed floor elevation , whi ch all shall be s ubj ect to the approva l of the Landl ord ; (Not Applicable I Existing Hangar) (g) the Tenant agrees to maintain the Jot grading during and after cons tru ction an d erection of th e Hangar and shall co mply with the lot grading and drainage requirements of the La ndl ord at the sole cos t of the Tenant; (Not Applicable I Existing Hangar) (h) obtain all necessary permits, as applicable, at th e expense of the Tenant ; and. (i) th e Tenant sha ll be responsible for and pay th e cost of all repair, ren ovation , and m ain tenance and nothing in th is Lease s ha ll render th e Landlord responsible for any such costs . (Not Applicable I Existing Hangar) (6) The Landlord ackn ow ledges th at it has granted access to the Tenan t for the Tenant to maneuver its ai r craft from the Hangar to th e adj acent tax iway and runway of th e Airport. Further , the Landlord hereby grants to th e Tenant, its successo rs and assigns. fre e and uninterrupted access in , over, upon , across or through th e Hangar apron area . defined as 5 metres wide and 4 metres from the front of the Hangar to the adja cent taxiway G1 to the East. The Landlord grants to the Te nant the right to enter upon the Hangar ap ron area at all limes and to pass and re -pass th ereon as may be requ ired by th e Ten ant , and it s li censees, s uccessors , assigns, servan ts , agents , employees and contractors in cluding all necessary vehicles , eq uipm en t and machinery, from tim e to tim e. for th e purposes of installi ng , maintaining , replacing , and reconstructing a suitabl e surfa ce treatment to the Hangar apron as approved by th e Landlord in its sole and absolute discretion. Any cost of installing , removing , maintaining. replacing and/or re constructing the Hangar apron shall be at the sole expense of the Tenant w ithout con tri but ion of the Landlord. The Te nan t coven ts th at it s hall not co ndu ct such work to the H angar apron with out first obtaining the c sent of th e Lan dlo rd and suc h consent shall not be unreasonably withheld . The T ena thereby r eleases th e Landl ord from any and every c laim whic h may or might arise out o the proper exercise by th e Tenant of any of the righ ts granted he re in . Tenant 's Jnit ialsC L 6 8. CONSTRUCTION IMPLEMENTATION SCHEDULE (Not Applicable I Existing Hangar) (1) The Tenant hereby undertakes to complete the work herein in accordance with the ti meframe s set out in the Schedule "C'" (the "Construction Schedule "). The Tenant s hall submit a proposed construction schedule which sha ll be subject to amendments and approval by the Landlord and attached hereto as Schedule "C". A var iance to the timeframes will on ly be allowed if approved in writing by the Land lord. Fai lu re to comp ly may result in th e Tenant being in default of th is Agreement and the Landlord may seek remedy pursuant to this Agreement. (2 ) The Landlord approved wor k shal l be carried out by the Tenant in a proper and profess ional manner so as to do as little damage or disturbance as possible to the Airport lands or the Airport 's infrastru cture . The Tenant s hall repair and make good all damage and disturbance tha t may be ca used t o the Airport l ands or the Airport's infrastructure , to th e sa tisfaction of lhe Land lo rd , acting reasonably , al the sole expense of the Tenant. (3) During construction , the works to be carried out by the Tenan t. shall be maintained in a ll respects in a state of good repair by the Tenant, including keep ing the site in a sound , neat , sa fe and clean co ndit io n to th e sat isfa ction of the Land lord . If the s it e is not ke pt in a state of g ood repair, upon seve n (7) business days written notice to the Te nant (or such shorter time as may be re quired in the case of an emerge ncy or other urgent m atters or as otherwise provided herein), the Land lord shall have the right to do a ny work necessa ry to fu lfill thi s condition and all costs incurred by the Land lord sha ll be re covered from the Ten an t and may be re covered as Add itional Rent. 9. REPAIR AND MAINTENANCE (1) The Tenant cove nants that during the term of th is Lease and any re newal thereof, the Tenant s hall ke ep the Leased Premises and Hanga r in good condition inclu ding all alterations and addit ions made thereto , and shall , with or without notice , promptly make all needed repairs and all necessary replacements as woul d a prudent owner. The Tenan t shall be responsible for a ll wear and tea r to the Hangar a nd shall affect all repa irs as necessary. Save and accept the Landlord 's, or its agent's, contraclor's and emp loyee's negligence or int e ntional actions , at no time is the Landlord responsible for any repairs or dam ag e to the Hangar or th e Leased Pr emises . (2) The Tenant s hall permit th e Landlord or a person authorize d by the Lan dlo rd to enter th e Leased Premi ses including th e Hangar to examine th e condition thereof and view the state of repa ir at reasonable times: (a) and if upon such exam ination r epai rs are found to be necessary , written noti ce of the repairs requ ired shall be given to th e T enant by or on beha lf of the Landlord and the Tena nt shall make the necessary r epa ir s within th e ti me specified in th e notice ; and , (b) if the Tenant refuses or neg lects to keep the Leased Premises including th e Hangar i n good repa ir th e Landl ord may , but shall not be obl iged to . mak e any neces sary repairs , and s hall be perm itted to enter the Leased Prem ises and Hangar , incl uding by its serva nts or agents , for th e purpose of effect ing th e r epairs without being liable to the Tenant for any l oss , damage or in co nve nience to th e Tenant in connection with th e Land lo rd's en try and repa irs. If th e Landlord makes such re pair s th e Tenant s hall pay th e cost of them i mmed iately as Additi onal Rent. (3) Subj ect to any re newal , upon the expiry of th e Term or other determi nation of this Lease the Tenant agrees to s urrender peaceab ly the Leased Premise s to the Land lord in a state of good repa ir and su bj ect to the co nditi ons co ntai ned in this Article 9(3). The T ena nt may remove the Hangar provided the Tenant places th e Leased Premises ba c k into a similar condition as it was in prior to the co nstruction of th e Hangar eve n if th e co nstru ct ion of the Hangar predated this Lease . At any time during the Term , expiry of the Term , if an Act of Defa ult occurs or upon terminatio n of this Lease if the Tenant is in arrea rs of any re nt wha tsoe ver the Tenant ag rees that the Land lord shall be permitted to register such li en on the H anga r under t he Personal Property Security Act and possession of th e H angar wi ll not be obtained by the Tena nt until th e lien is pa id in full with all accrued inte re st and legal fees. (4) T he Tenant sha ll imm ed iately give written notice to th e Landlord of a ny substa nti al damage th at occurs to the Leased Premises in cl uding th e H anga r from any ca use . (5) The Tenant hereby ag rees th at at no time is th e Landl ord respo nsi ble for any damage , incl uding damage to property or persona l injury, as a resu lt of the Tenant's use of the Leased Premises , A irport or Property an d th e Tenant hereby wa ives any ca use of act ion in law , equity or by statute as agai nst th e Land lord for any loss . T he Tenant ac knowl edges that it shall ot in stitute any cla im or make any demand aga in st the Landlord , or anyo ne that may im indemnity from the Landlord . for any persona l injury or damage to property, inc ludin g ircraft. as a result of the Tenant's use (in cluding storage) of th e H angar, Airport Tenant 's l nitialsC L \ 7 or Property. The Tenant acknowledges that the use of the Airport. Hangar or Property is at its own risk. (6) The Tenant hereby forever releases the Landlord from any and all claims in law, equity or by statute as a result of any intentional or negligent acts of any other T enant and/or user of the Property and/or Airport . or their agents. contractors. invitees , customers or employees that may ca use death , personal injury or property loss to the Tenant or its agents , customers. employees , contractors or invitees. 10 . ALTERATIONS AND ADDITIONS (1) If the Tenant , during the Term of this Lease or any renewal of the Lease , desires to make any alterations or additions to the Leased Premises , in c luding but not limited to ; erect ing partitions , attaching equipment, and installing necessary furnishings or additional equipment of the Tenant 's business but not including erecting a new hangar or any other accessory building , the Tenant may do so at his own expense provided that any and all alterations or additions to the Leased Premises made by the Tenant must comp ly with any requirement of the Landlord includ ing Schedule "B" and all applicable building code standa rd s and by -laws of the municipality in which the Leased Premises are located and any federa l or provincial statutes. rules or regulations. (2) The Tenant sha ll pay Rent at th e rate prescribed in paragraph 3 above based upon the area of th e Hangar subsequent to any add ition or alteration. (3) The Tenant shall be responsible for and pay th e cost of any alterations, additions , in stallations or improvements that any govern ing authority , municipal , provincial or otherwise. may requ ire to be made in. on or to the Leased Premises . (4) No sign, advertisement or notice sha ll be inscribed , painted or affixed by the Tenant . or any oth er person on the Tenant's behalf, on any part of the outside of the Hangar unless it is located along the facade of the Hangar's front and provided it complies with th e Landlord 's signage requirements and with all applicab le laws. by -laws and regulations and is in good workmanli ke m ann er. No oth er sign , advertisement or noti ce shall be erected unless it has been approved in every respect by the Landlord in writing. (5) Th e Tenant agrees , at its own expe ns e and by whatever means may be necessary, immed iately to obtain th e r elease or discharge of any encumbrance that may be regi ste red against the Land lord 's property in co nn ecti on with any add itions or alterat ions to the Leased Premi ses mad e by the T enant or in co nnection with any other activ ity of the T enant. (6) The Tenant shall , at hi s own expense , if reque sted by the Landlord , remove any or all additions or improvements made by th e T enant to the Leased Pr emi ses during th e Term and shall repair all damage caused by the in stall ation or th e removal or both . (7) Th e Tenant s hall not bring onto the Lea sed Premises or any part of the Leased Premises any machinery, equipment or any other thin g that might in the op ini on of the Land lord , by r easo n of its hazardous nature, weight , si ze or use, damage the Leased Premises or th e Property. If the Leased Prem ises or Property are damaged the Tenant sha ll restore th e Lea se d Premi ses or Property immediately or pay to the Landlord the cost of restoring th e Leased Prem ises or Property. 11. INSURANCE (1) The Tenant covenants to keep the Land lord ind emn ified and sa ve harml ess the Landlord at a ll times against all c la ims, suits . proced ures . actions and dema nd s (inc lud ing but not lim ited to all legal costs) whatsoever and howsoever arising by any person . entity or co rporation whether in respe ct of dam age , loss or death to person or property, arising out of or occasioned by the mainte nance , use or occupancy of the Leased Premises , Airport and Property o r the subletting or ass ig nment of same or any part thereof. And th e Tenant furth er covenants to indemnify the Landl ord with r espect to any enc umbrance on or dam age to the Lea sed Prem ises occasioned by or arising from th e act . default, or negligence of the Tenant , its officers, agents , servants, employees, contractors , c ustomers, invitee s or licensees . The Tenant agrees that the foregoing indemnity shall s urvive th e termination of this Lea se notwith standing any provisions of the Lea se to the contrary. (2) The Tenant s hall ca rry insuran ce in it s own name insurin g agai nst the risk of damage to the Tenant's property and the Hangar within the Leased Premises ca used by fire or oth er perils . (3) t shall carry such genera l liability and property damage insurance including inju ry and property damage coverage with at least two million ($2 ,000 ,000.00) (; L T enant 's I ni ti als ___ _ 8 dollars in limits of each occurrence with respect to the Leased Premises and Tenant's occupation of the Leased Premises. Such insurance policy shall contain no airport site exclusion. (4) All insurance policies in this Section 11 including this Article shall name the Landlord, where applicable, as an insured and loss payee and the policy shall include a cross-liability endorsement. All policies shall be applicable as primary insurance , taking precedence over any other insurance protection owned by the Landlord . The Tenant shall insure that each insurance policy contains a waiver of subrogation rights which the insurer may have against the Landlord and the persons for whom is legally responsible . (5) Upon demand of the Landlord , the Tenant shall provide a copy of any and all policies of insurance including renewals and terms of such policies to the Landlord. If any policy of insurance is canceled the Tenant shall inform the Landlord without delay of such cancellation and shall obtain a replacement policy without delay on the same terms as set out in this Section 11 . Under no circumstances shall delivery of and review by the Landlord of any certificate set forth or any insurance policy or any other proof of existence of the insurance coverage release the Tenant of its obligations to take out insurance in strict compliance with the present provisions or constitute a waiver in favour of the Tenant of any of the Landlord's rights . 12. ACTS OF DEFAULT AND LANDLORD'S REMEDIES (1) An Act of Default has occurred when: (a) the Tenant has failed to pay Rent for a period of 45 consecutive days from the date that payment was required to be paid to the Landlord ; (b) the Tenant has breached its covenants or failed to perform any of its obligations under this Lease for a period of 45 consecutive days and: (i) the Landlord has given ten (10) days ' notice specifying the nature of the default and the steps required to correct it; and, (ii) the Tenant has fa iled to co rrect the default as requ ired by the notice ; (c) the Tenant has: (i) beco me bankrupt or in so lvent or mad e an assignment for the benefit of creditors ; (ii) had its prop erty seized or attached in sa ti sfact ion of a judgment; (iii) had a receiver appointed ; (iv) committed any act or negle cted to do anything with th e result that a Cons tru ction Lien or othe r encumbrance is r eg istered against the Landlord 's property; or, (v) taken action with a view to dissolution or liquidation ; (d) any r eq uired in surance policy is cancelled or not r enewed by rea so n of the use or occupation of the Le ase d Premises, or by reason of non -paym ent of premiums ; (e) th e Leased Premises: (i) has become vacant or remain unocc upi ed for a period of 180 consecutive days. For the purposes of this section the Parties agree that the term s "vacant and "unoccupied " shall mean no use or utiliza tion of the Hangar and/or no storage of necessary tool s, implements or equipment in th e Hangar; or, (ii) is used by any ot her person or persons , or for any other purpo se than as provided for in this Lease without the written consent of the Landlord ; (f) failure to install or remedy faulty work, if, in the opinion of the Landlord the Tenant: i. is not proceeding or ca us ing to be proceeded th e works required in con nect ion with this Agreement within thirty (30) days of not ice given ; or ii. is improperly performing the works; or iii. has neglected or abandoned before the completion , or unreasonably delayed th e same, so that cond ition s of this Agreement are being violated or carelessly executed or being carried out in bad faith ; or iv . has neglected or refused to renew or again perform such work as may be rej ected by th e Landlord as defective or un su itable; or v. ha s defaulted perfo rmance of the terms and conditions of thi s agreement; then , in any such instance, the Landlord shall promptly notify the Tenant, in writing , of such default or neglect and if suc h notification be without effect within ten (10) business days after such notice , the Landlord shall th ereupon have full authority and power to purchase materials and employ workers and machines for th e proper completion of th e works at th e cost and e p'en se of th e Ten ant. The cost of such work s hall be ca l cu l a~by the Tenant 's In itial s V L 9 Landlord whose decision shall be final and be paid to the Landlord by the Tenant on demand. Should payment not be rece ived following the issuance of an invoice from the Landlord , the Landlo rd shall collect same as Additional Rent in addition to any other remedy available to the Landlord . It is further understood an d agreed between the parties hereto that such entry upon the Premi se shall be as an agent for the Te nant and shall not be deemed , for any purposes wh atsoever , as an acceptance of th e works by the Landlord . (2 ) When an Act of Default on the part of the Tenant ha s occurred: (a) the c urrent year's Rent together with the next years' Rent shall become du e and payable immediately; and, (b) the Landlord shall have the right to terminate this Lease and to re -e nter the Leased Premises and deal with them as it may choose . (3) If, because an Act of Default has occurred , the Landlord exercises its right to terminate this Lease and re -e nter the Leased Premise s prior to the end of the Term , th e Tenant shall nevertheless be liable for payment of Rent and all other amounts payable by the Tenant in acco rdan ce with the provisions of the Lease until the Landlord ha s re -Jet the Leased Premi ses or otherwise dealt with the Leased Premises in such manner that the cessat ion of paym ents by the Tenant will not re sult in Jo ss to the Landlord and the Tenant agrees to be liabl e to th e Landlord , until the end of the Term of this Lease for payment of any difference between the amount of Rent hereby agreed to be paid for the Term hereb y granted and the Re nt any new Tenant pay s to the Landlord . (4) If wh en an Act of Default has occurred , th e Landlord chooses not to term inate the Lease and re - e nter the Leased Premi ses, the Landlord shall have the right to take any and all ne cessa ry steps to rectify any or all Acts of Default of the Tenant and to charge the costs of such rectification to the Te nant and to re co ver the costs as Rent. (5) If, when an Act of Default ha s occurred , the Landlord chooses to waive its right to exercise the remedies available to it under this Lease or at Jaw the waiver shall not constitute condonation of the Act of D efa ult, nor shall th e waiver be plea ded as an estoppel against the Landlord to prevent hi s exe rcising his remedies with respect to a s ubseq uent A ct of Default. No cove nant, term , or co ndit io n of thi s Lease shall be deemed to have been waived by the Lan dl ord unless the w aiver is in writing an d sig ned by the Landlord . 13. TERMINATION UPON NOTICE AND AT END OF TERM (1) If the Leased Premi ses and/or Property are s ubject to an Agreement of Purchase and Sa le : (a) T he Landlord s hall have th e right to terminate this Lease, notwithstanding th at the Term has not expired , by giving ninety (90) days' noti ce (t he "Notice") in writing to th e Tenant and , at the T enant's opti on, th e Landlord s hall pay to th e T enant th e fa ir market value for th e Hanga r or the Tenant agrees to remove the Hangar an d co mpl y with Articles 9(3) an d 10(5) of thi s Lease. Upon ex piry of th e Notice the Ten ant shall provide vacant possession of th e Leased Premises provided the Landlord pays to the Te nant a bonus of $500.00. For th e purposes of thi s Article and Articles 13(3) and 13(4) fair mark et value shall be determined as of th e date of th e issuing of the Noti ce. (2) If the Te nant r emains in poss ess ion of th e Leased Premises after termination of thi s Lease as aforesaid and if the Landlord then accepts Rent for th e Leased Premises from the Tenant, it is ag reed that such overholding by the Tenant and acceptance of Re nt by the Landlord s hall create a mon thly tenancy only but the tenancy shall remain subject to all the term s and co nditi ons of this Lease excep t th ose rega rding the Term . The Parties agree th at if th e Term is not renewed then upon expiry of the Term or if the Tenant is an overholding tenant then either Pa rty may terminate th e lease upon sixty (60) days written notice to the oth er party and the Tena nt shall comply with Articles 9(3) and 10(5) of thi s Le ase. (3) O th er than a termination of this Lease in accordance with Articl e 13(1) of thi s Lease , th e Landlord s hall , at any time and notwith standing th at th e Term ha s no t exp ired, have th e unqualified right to terminate this Lease upon one year's prior written notifi catio n (the "Not ice") if th e Leased Premises are required fo r any reason or purpose of the Lan dlord in which even t th e Lan dlord shall pay to the Tenant th e fair market va lue for the Hangar, if erected by th e Te nan t, unl ess the Te nant ag r ees to remove th e Hanga r and compl y with Articles 6(3) and 7(5) of thi s Lease . and the Tenant shall provide such vacant posses sion upon th e expiry of the Notice provided th e Landlord pays to the Tenant a bon us of $500.00. (4) Th e Parties agree th at it is their mutu al in tent ion that at the end of the Ter m of th is Lease th e lease shall be renewed upon suc h co nditi ons an d terms as agreed between the Parties. The Parties further ag ree th although it is their mutu al in te nti on to renew the lease neverthel ess e ither party may decide no o renew he lease for any r eason . The Parties acknowledge that upon s uc h {; L Tenant 's I nitial s ___ _ 10 renewal all terms and conditions shall be negotiated between the Parties . If the Parties do not renew this Lease then the Parties agree that the Landlord shall be granted the Right of First Refusal to purchase the Hangar (the "Option"). The Tenant covenants that it will not sell the Hangar, or any part thereof. to any person , firm or corporation . without first providing the Landlord to exercise its Option as set out in the terms of this paragraph. Upon the Tenant receiving a bona fide offer in writing (the "Third Party Offer") the Tenant shall deliver to the Airport Office , 244411 Airport Road , Township of South-West Oxford , Ontario , a copy of the Third Party Offer and the Landlord shall have twenty business days (the "Notice Period ") from the date of receipt of the Th ird Party Offer to exercise the Option to match the Third Party Offer. If the Landlord exercises its option in the Notice Period then it must inform the Tenant at the Property in writing that it will purchase the Tenant's interest in the Hangar on the same terms and conditions , or more favourable terms to the Tenant at the Landlord 's discretion , as contained in the Third Party Offer (the "Landlord's Offer"). If the Landlord exercises its Option in the Notice Period then the Tenant must sell the Hangar to the Landlord upon the terms and conditions as contained in the Landlord 's Offer. If the Landlord does not exercise its option in the Notice Period then the Tenant shall be at liberty to accept the Third Party Offer provided that there are no modifications to the Third Party Offer. If any modifications are made to the Third Party Offer then the Landlord shall be permitted to exercise its option pursuant to the terms of this paragraph . For the purpose of this paragraph , if the Tenant is a corporation , the word "se ll", in addition to its ordinary meaning , shall be deemed to mean and include a sale or disposition of the corporate shareholding of the Tenant by the person or persons who, at the date of the commencement of the lea se holds or hold a majority of the corporate shares. Subject to the conditions contained in Article 4 of this Agreement, the Parties agree that prior to the expiry of this Lease if the Tenant seeks to assign this Lease to a third party then the Landlord will agree to examine a proposal to extend the term of this Lease however nothing in this paragraph shall require the Landlord to accept any amendment of the term or new term. (5) G9 hangar is jointly owned by two parties , each party has the first right of refusal of sale of th eir half of the hangar to the other party prior to the Town being able to exercise it's right to refuse the sale to another party. The Town reserves the right to refuse either party if said party is in legal proceeding against the Town . 14. ACKNOWLEDGMENT BY TENANT (1) The Tenant agrees that it will at any time or time s during the Term , upon being given at least forty- eig ht (48) hours prior written notice, execut e an d deliver to the Landlord a statement in writing certifying : (a) that this Lease is unmodified and is in full force and effect (or if modified stating th e modifications and confirming that the Le ase i s in full fo rce and effect as mod ified); (b) the amount of Rent being paid ; (c) the date s to which Rent ha s been paid; (d) other charges payable under this Lease which have been paid ; (e) particulars of any pre payment of Rent or security deposits : and , (f) particulars of any sub tenancie s. 15. SUBORDINATION AND POSTPONEMENT (1) This Lea se and all the rights of the Tenant under this Lease are subject and subord inate to any and all charges against the land , bui ld ings or improvements of which the Leased Premises form part, whether the charge is in the nature of a mortgage, trust deed , lien or any other form of cha rg e arisi ng from the financing or re-fina nc ing , including ex te nsions or renewa ls, of the Landlord 's interest in th e Property. (2) Upon the request of the Land lord the Tenant will execute any form required to subo rdinate thi s Lease and the Tenant's rights to any such charge , and will , if required , attorn to th e holder of the charge . (3) No s ubordin at ion by the T enant s hall have th e effect of permitting the holder of any charge to disturb the occupation and possession of th e Leased Premises by th e Tenant as long as the Tena nt perform s hi s obligations und er this Lease. (1) 16. RULES AND REGULATIONS The Tenant agrees on behalf of itself and all pers ons entering the Lea sed Premises with the Tenant's authority or permission to abide by such reasonable rules, stand ards and regulations of the Airport and/or Property whi ch sha ll form part of th is Le ase and as the Landlord may make and/or amend from tim e to time. 17. NOTICE Tenant 's Ini t ials C L To the Landlord at: II Tillsonburg Regional Airport Attn: Airport Administrator 244411 Airport Rd South-West Oxford , On N4G 4H1 Fax: 519-842-3445 To the Tenant at the Leased Premises or at: 1467246 Ontario Inc. 244779 Milldale Road , Otterville, Ontario NOJ 1RO (2) The above addresses may be changed at any time by giving ten (10) days written notice. (3) Any notice given by one party to the other in accordance with the provisions of this Lease sha ll be deemed conclusively to have been received on the date delivered if the notice is served persona lly or seventy-two (72) hours after mailing if the notice is mailed. 18. REGISTRATION The Tenant sha ll not at any time register notice of or a copy of this Lease on title to the Property of which the Leased Premises form part without consent of the Landlord. 19. INTERPRETATION (1) The words importing the s ingular number only shall include th e plural , and vice versa , and words importing the mascu li ne , feminine or neutral gender s hall inc lude the other genders , and words importing persons sha ll include firms and corpora tions an d vice vers a. (2) Unless the con text otherwise requires, the word "Land lord " and the word 'Tenant" wherever used herei n shall be co nstrued to in clude the executors , administrators , successors and assigns of the Landlord and Tenant, respective ly. (3) When there are two or more Tenants bound by th e same co ven an ts herein conta ined , their obligations shall be joint and several. 20. MISCELLAN EOUS (1) Unless otherwise stipulated , parking , if applicab le, in th e commo n parking area s hall be in common and unreserved. (2) If a dispute should arise between the Parties in the interpretation of this Agreement then both parties ag ree that such dispute shall be re ferred to binding arbitration and be bound by the re sult of such arbitration . Th e term s, form and procedure of the arbitr ation shall be in accordance with the Arbitration Act or any successor leg isl ation. The parties furth er ag ree that the arbitrator shall be jointly c hosen and the arbitr ator s hall have th e ab ility to award costs of th e arbitration. This cla us e sha ll not apply if the Tenant is in default under the ter ms of the Lea se which include bu t are not limited to : (a) its obligations to pay Rent , Ba se Rent and/or Additiona l Rent; (b) non-repa ir or maintenan ce of the Leased Premises; (c) subleased the Leased Premises without th e au thorization of the Landlord, acting reasonably ; (d) changed its use of the Leased Premises: or , (e) used the Leased Premises in any mann er co ntra ry to Article 7. (3) In the event that any clause herein should be unenforceable or be declared invalid for any reason whatsoever, suc h enforce ability or invalidity sha ll not affect the enforce abi lity or validity of th e remaining portions of th e covenants and such unenforceab le or inva lid portions sha ll be severable from the remainder of thi s Lea se. ( 4) sh II be construed and enforced in accordance with the laws of th e Province of n proceeding shall be brought at the City of Woodstock in th e Co unty of Oxford , Tenant 's In itial s {;, L 12 (5) The Tenant hereby agrees that it has had an opportunity to review the terms of this Lease and seek independent legal advice. (6) Should any provision of this Lease require judicial interpretation or arbitration, it is agreed that the court or arbitrator interpreting or construing the same shall not apply a presumption that the terms thereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same , it be agreed that both parties have participated in the preparation hereo f. (7) This Lease and its schedules constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements , understandings , negotiations and discussions , whether oral or written, of the parties and there are no warranties. representations or other agreements between th e Parties in connection with the subject matter hereof. except as specifically set forth herein. No supplement, modification , waiver or term ina tio n of this Lease shall be binding unless executed in writing by the Parties. (8) The Tenant agrees that it has not relied upon any representation . promise or warranty of the Landlord with respect to the condition of the Leased Premises , Hangar or any representation or promise of the Landlord to repair , renovate or otherwise alter the Leased Premises in any manner prior to or after commencement of the Term. The Parties agree that the Leased Premises are being offered to the Tenant in an "as is" condition. The Tenant shall not call on or demand the Landlord to perform any repairs or renovations prior to or after it obtains po ssession . The Tenant acknowledges that it has performed its own due diligence in establishing the state of re pair of the Leased Premises including the Hangar. In Witness of the foregoing covenants the Landlord and the Tenant have exec Witness Pe r: Mi chelle Smibert , Clerk The Corporation of the Town of Tillsonburg We have authority to bind the Corporation . ?;:£1£ Nam e: Geoff Lee Tenant T enant 's I nitial s c L 13 Schedule "A" THE "LEASED PREMISES" Taxiway G1 Hangar G9 East Half of Hangar 28 x 60 ft Tenant 's lniti alsC L 14 SCHEDULE "B" (Not Applicable I Existing Hangar) CONSTRUCTION REQUIREMENTS 1. The Tenant shall co nstr uct an a irplane hangar building with approximate dimensions of XX feet wide by XX feet deep comprom ising a floor area of XXXX square feet. 2. The Tenant covenants and agrees , notwithstanding any other statute, regulation or provision regarding the federal government's authority to regulate the aeronautics industry, to: {a) obtain from the Landlord an Airport Development Permit prior to construction ; {b) to pay to th e Landlord a flat fee of $600 to adm ini ster the Airport Development Permit; {c) to construct the airplane hangar , and any other building that may be permitted , to the standard of the Ontario Building Code , 0. Reg. 332/12 as amended or replaced from time to time {the "OBC") and to the satisfaction of the Landlord in its sole and absolute discretion , and ; (d) to ensure all persons retained by the Tenant have appropriate health and sa fety policies , insurance and WSIB coverage. 3. The Tenant sha ll provide to the Landlord the following in order to obtain an Airport Development Permit and approval for use of the Leased Premises and hangar thereon: (a) prior to construct ion, subm ission of : 1. all applicable fees ; 2. 2 copies of a site plan showing the proposed locat ion of the hangar and dimensions to the adjacent buildings ; 3. 2 copies of construct ion drawings (foundat ion plan , floor plan , building ele vations , diaphrag m/truss bracing, anchorage , construction details/finishes, etc.) stamped by a professional engineer; 4 . 2 copies of the tru ss drawings stamped by a professional engi neer; and 5. Commitment to General Reviews form comp leted by both th e building owner and professional eng in ee r; (b) prior to occupancy and accepta nce: 1. in specti on of the construction and acceptance of sa me by th e Landlord in in respect of compli ance with th e OBC , the term s of this Airp ort Lease and all policies and rules regulating the Tillsonburg Airport ; and 2 . submission of all si te reports (footing inspection , framing inspection , occupancy inspection) and an occupancy report from the professional engineer; and , (c) final approva l: 1. provide a final r eport (verifying out standing items not completed at occupancy have been completed/corrected) from the professional engineer if applicable. 4. The parties covenant and agree that th e Tenant is not req uired to ob tain a building permit from the Township of Southwest Oxford for construction of buildings on the Tillsonbu r g Airp ort . 5. The Tenant covenants and agrees that failure to comply with the provisions of this sch edule sha ll be an event of defau lt of this Lease and in the absen ce of remedying such default , sha ll permit th e Landlord to terminate this Lease and seek any and all other recourse against th e tenant in such instance . Ten ant 's Init ia ls _{;, __ L __ 15 SCHEDULE "C" (Not Applicable I Existing Hangar) CONSTRUCTION SCHEDULE Provided by the Tenant prior to execution of the lease agreement and approved by the Land lord. Pre liminary Construction Schedule: Start of Construction In sert date End of Construction Insert date Note: Tenant has expressed that a detailed construction schedule will be provided once contractor and Tenant have finalized . T enant 's Initial s {;. L