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3265 To authorize a lease agreement between the corporation of the town of Tillsonburg and Reid and Michelle McCallA BY-LAW TO AUTHORIZE A LEASE AGREEMENT BETWEEN THE CORPORATION OF THE TOWN OF TILLSONBURG AND REID AND MICHELLE McCALL BY-LAW NUMBER 3265 The Lessor owns Property legally described as Part of Lots 4, 51 6 and 7 in the Township of South West Oxford, County of Oxford, Province of Ontario (the "Property"). Contained on the Property is an airport (the "Airport"), agricultural lands and buildings ancillary to the use of the Airport. The Lessee is desirous to lease from the Lessor a portion of the Property being 42 feet by 56 feet comprising of approximately 2,352 square feet more or less as marked in red on Schedule "A" (the "Premises"). The Lessee may be desirous to construct one airplane T- Hangar (the "Hanger") on the Premises. Whereas the Corporation of the Town of Tillsonburg deem it necessary and expedient to enter into a lease agreement with Reid and Michelle McCall t to lease the the subject lands \THEREFORE the Council of the Town of Tillsonburg enacts as follows: THAT the Agreement attached hereto as Schedule "A" and forming part of this By-law between the the Corporation of the Town of Tillsonburg and Reid and Michelle McCall 2. THAT the Mayor and Clerk be hereby authorized to execute the attached agreement marked as Schedule "A" on behalf of the Corporation of the Town of Tillsonburg. READ A FIRST AND SECOND TIME THIS 25th DAY OF JUNE , 2007 y lr °`MAY - OR Stephen Molnar r CLERK -Michael Graves LEASE (AIRPORT —BUILD HANGER) Made this 9th day of January, 2007 . BETWEEN THE CORPORATION OF THE TOWN OF TILLSONBURG (hereinafter referred to as the "Lessor") -and- Reid and Michelle McCall RR #1 Norwich NOJ 1 PO (hereinafter referred to as the "Lessee") WHEREAS The Lessor owns Property legally described as Part of Lots 4, 51 6 and 7 in the Township of South West Oxford, County of Oxford, Province of Ontario (the "Property"). Contained on the Property is an airport (the "Airport"), agricultural lands and buildings ancillary to the use of the Airport. The Lessee is desirous to lease from the Lessor a portion of the Property being 42x56 feet comprising of approximately 2352 square feet more or less as marked in red on Schedule "A" (the "Premises"). The Lessee may be desirous to construct one airplane hanger (the "Hanger") on the Premises. In consideration of the covenants, agreements, warranties and payments herein set forth and provided for, the Parties hereto respectively covenant and agree as follows: 1. GRANT of LEASE (1) The Lessor leases the Premises to the Lessee: (a) at the Rent set forth in Section 2; (b) for the Term set forth in Section 3; and (c) subject to the conditions and in accordance with the covenants, obligations and agreements herein. (2) The Lessor covenants that it has the right to grant the leasehold interest in the Premises free from encumbrances except as disclosed on title. 2. RENT (1) Rent means the amounts payable by the Lessee to the Lessor pursuant to this Section and includes Additional Rent. (2) The Lessee covenants to pay to the Lessor, during the Term of this Lease (8) All Rent in arrears and all sums paid by the Lessor for expenses incurred which should have been paid by the Lessee 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 Lessor's bank plus two (2) per cent. (9) The Lessee acknowledges and agrees that the payments of Rent and Additional Rent provided for in this Lease shall be made without any deduction for any reason whatsoever unless expressly allowed by the terms of this Lease or agreed to by the Lessor in writing and no partial payment by the Lessee which is accepted by the Lessor shall be considered as other than a partial payment on account of Rent owing and shall not prejudice the Lessor's right to recover any Rent owing. 3. TERMS AND POSSESSION (1) The Lessee shall have possession of the Premises for a period of twenty five years, commencing on the 1st day of January, 2007 and ending on the 31 st day of December , 2032 , (the "Term"). (2) Subject to the Lessor's rights under this Lease, and as long as the Lessee is in good standing, the Lessor covenants the Lessee shall have quiet enjoyment of the Premises during the Term of this Lease with any interruption or disturbance from the Lessor or any other person or persons lawfully claiming through the Lessor. (3) The Lessee shall pay the cost of hydro, gas, water, heating, air- conditioning and for all other services and utilities as may be provided to the Premises. The Lessee shall arrange with the local authority for connection of gas, electricity and water in the name of the Lessee. 4. ASSIGNMENT (1) The Lessee shall not assign this Lease or sublet the whole or any part of the Premises unless he first obtains the consent of the Lessor in writing, which consent shall not unreasonably be withheld and the Lessee hereby waives its right to the benefit of any present or future Act of the Legislature of Ontario which would permit the Lessee to assign this Lease or sublet the Premises without the Lessor's consent. (2) The consent of the Lessor to any assignment or subletting shall not operate as a waiver of the necessity for consent to any subsequent assignment or subletting. (3) Any consent granted by the Lessor shall be conditional upon the assignee, sublessee or occupant executing a written agreement directly with the Lessor agreeing to be bound by all the terms of this Lease as if the assignee, sublessee or occupant had originally executed this Lease as Lessee. (4) Any consent given by the Lessor to any assignment or other disposition of the Lessee's interest in this Lease or in the Premises shall not relieve the Lessee from his obligations under this lease, including the obligation to pay Rent, Base Rent and Additional Rent as provided for herein. 5. USE (1) During the Term of this Lease the Premises shall not be used for any Premises with the exception of fuel in the aircraft; (h) notify the Airport Manager of any changes or activities inside or outside the Hanger; (i) comply with all rules and regulations of the Airport and ensure the compliance of all its contractors, employees, agents, customers and invitees; and, (j) provide proof of documentation showing current and proper insurance coverage of any aircraft stored inside the Hanger. (3) The Lessee acknowledges that the Lessor may require the adjustment in the Airport leases and as such may demand the Lessee to move the Hanger and the location of the Premises. The Lessor shall compensate the Lessee for any expenses in moving the Hanger as agreed between the Parties. (4) The Lessee shall be permitted to construct one (1) aircraft hanger on the Premises. The Lessee hereby agrees to build the Hanger as follows: (a) the dimensions of the Hanger shall be 42 feet by 56 feet; (b) the style of the Hanger shall be pole barn style building; (c) the siding and roof colour will conform to existing buildings and be approved by the Lessor; (d) the construction and site plan of the Hanger shall comply with all applicable building code standards and by-laws of the municipality in which the Premises are located including the Town of Tillsonburg and any federal or provincial statutes, rules or regulations. (e) with all necessary permits obtained at the expense of the Lessee; (f) the Lessee shall be responsible for and pay the cost of all construction costs and nothing in this Lease shall render the Lessor responsible for any such costs. 6. REPAIR AND MAINTENANCE (1) The Lessee covenants that during the term of this Lease and any renewal thereof the Lessee shall keep the Premises and Hanger in good condition including all alterations and additions made thereto, and shall, with or without notice, promptly make all needed repairs and all necessary replacements as would a prudent owner. The Lessee shall be reasonable for all wear and tear to the Hanger and shall affect all repairs as necessary. At no time is the Lessor responsible for any repairs or damage to the Hanger and/or Premises. (2) The Lessee shall permit the Lessor or a person authorized by the Lessor to enter the Premises to examine the condition thereof and view the state of repair at reasonable times: (a) and if upon such examination repairs are found to be necessary, written notice of the repairs required shall be given to the Lessee by or on behalf of the Lessor and the Lessee shall make the necessary repairs within the time specified in the notice; and, (b) if the Lessee refuses or neglects to keep the Premises in good repair the Lessor may, but shall not be obliged to, make any requirements and the complies with all applicable laws, by-laws and regulations and is in good workmanlike manner. No other sign, advertisement or notice shall be erected unless it has been approved in every respect by the Lessor in writing. (4) The Lessee agrees, at his own expense and by whatever means may be necessary, immediately to obtain the release or discharge of any encumbrance that may be registered against the Lessor's property in connection with any additions or alterations to the Premises made by the Lessee or in connection with any other activity of the Lessee. (5) If the Lessee has complied with his obligations according to the provisions of this Lease, the Lessee may remove its Fixtures and Hanger at the end of the Term or other termination of this Lease and the Lessee covenants that he will make good and repair or replace as necessary any damage caused to the Premises by the removal of the Lessee's Fixtures and/or Hanger. (6) The Lessee shall, at his own expense, if requested by the Lessor, remove any or all additions or improvements made by the Lessee to the Premises during the Term and shall repair all damage caused by the installation or the removal or both. (7) The Lessee shall not bring onto the Premises or any part of the Premises any machinery, equipment or any other thing that might in the opinion of the Lessor, by reason of its hazardous nature, weight, size or use, damage the Premises or the Property. If the Premises or Property are damaged the Lessee shall restore the Premises immediately or pay to the Lessor the cost of restoring the Premises. 8. INSURANCE (1) The Lessee covenants to keep the Lessor indemnified against all claims and demands whatsoever by any person, whether in respect of damage to person or property, arising out of or occasioned by the maintenance, use or occupancy of the Premises and Property or the subletting or assignment of same or any part thereof. And the Lessee further covenants to indemnify the Lessor with respect to any encumbrance on or damage to the Premises occasioned by or arising from the act, default, or negligence of the Lessee, its officers, agents, servants, employees, contractors, customers, invitees or licensees. The Lessee agrees that the foregoing indemnity shall survive the termination of this Lease notwithstanding any provisions of the Lease to the contrary. (2) The Lessee shall carry insurance in his own name insuring against the risk of damage to the Lessee's property and the Hanger within the Premises caused by fire or other perils. (3) The Lessee shall carry such public liability and property damage insurance including personal injury, property damage, employer's and contractor's liability coverage with at least one million ($1,000,000.00) dollars in limits of each occurrence with respect the Premises and Lessee's occupation of the Premises. (4) All insurance policies in this Section 8 including this Paragraph shall name the Lessor, where applicable, as an insured and loss payee and the policy shall include a cross -liability endorsement. (5) Upon demand of the Lessor, the Lessee shall provide a copy of any and all policies of insurance including renewals and terms of such policies to the Lessor. If any policy of insurance is canceled the Lessee shall inform Term, the Lessee shall nevertheless be liable for payment of Rent and all other amounts payable by the Lessee in accordance with the provisions of the Lease until the Lessor has re -let the Premises or otherwise dealt with the Premises in such manner that the cessation of payments by the Lessee will not result in loss to the Lessor and the Lessee agrees to be liable to the Lessor, 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 hereby granted and the Rent any new Lessee pays to the Lessor. (4) The Lessee covenants that notwithstanding any present or future Act of the Legislature of the Province of Ontario, the Personal property of the Lessee during the term of this Lease shall not be exempt from levy by distress for Rent in arrears: (a) and the Lessee acknowledges that it is upon the express understanding that there should be no such exemption that this Lease is entered into, and by executing this Lease: (i) the Lessee waives the benefit of any such legislative provisions which might otherwise be available to the Lessee in the absence of this agreement; and, (ii) the Lessee agrees that the Lessor may plead this covenant as an estoppel against the Lessee if an action is brought to test the Lessor's right to levy distress against the Lessee's property. (5) If when an Act of Default has occurred, the Lessor chooses not to terminate the Lease and re-enter the Premises, the Lessor shall have the right to take any and all necessary steps to rectify any or all Acts of Default of the Lessee and to charge the costs of such rectification to the Lessee and to recover the costs as Rent. (6) If, when an Act of Default has occurred, the Lessor chooses to waive his right to exercise the remedies available to him under this Lease or at law the waiver shall not constitute condonation of the Act of Default, nor shall the waiver be pleaded as an estoppel against the Lessor to prevent his exercising his remedies with respect to a subsequent Act of Default. No covenant, term, or condition of this Lease shall be deemed to have been waived by the Lessor unless the waiver is in writing and signed by the Lessor. 10. TERMINATION UPON NOTICE AND AT END OF TERM (1) If the Premises are subject to an Agreement of Purchase and Sale: (a) the Lessor shall have the right to terminate this Lease by giving ninety (90) clear days' notice in writing to the Lessees; or, (b) the Lessor may require the Lessee to vacate the Premises within thirty (30) days from payment by the Lessor to the Lessee of a bonus equal to three months' rent but payment of the said bonus shall be accompanied or preceded by written notice from the Lessor to the Lessee advising of the Lessor's intent to exercise this option. (2) The Lessee agrees to permit the Lessor during the last three months of the Term of this Lease to display "For Rent" or "For Sale" signs or both at the Premises and to show the Premises to prospective new Lessees or purchasers and to permit anyone having written authority of the Lessor to (3) No subordination by the Lessee shall have the effect of permitting the holder of any charge to disturb the occupation and possession of the Premises by the Lessee as long as the Lessee performs his obligations under this Lease. 13. RULES AND REGULATIONS The Lessee agrees on behalf of itself and all persons entering the Premises with the Lessee's authority or permission to abide by such reasonable rules and regulations that form part of this Lease and as the Lessor may make from time to time. 14. NOTICE (1) Any notice required or permitted to be given by one party to the other pursuant to the terms of this Lease may be given To the Lessor at: Tillsonburg, Ontario To the Lessee at the Premises or at: Tillsonburg, Ontario (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 shall be deemed conclusively to have been received on the date delivered if the notice is served personally or seventy-two (72) hours after mailing if the notice is mailed. 16. REGISTRATION The Lessee shall not at any time register notice of or a copy of this Lease on title to the property of which the premises form part without consent of the Lessor. 16. INTERPRETATION (1) The words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender, and words importing persons shall include firms and corporations and vice versa. (2) Unless the context otherwise requires, the word "Lessor" and the word "Lessee" wherever used herein shall be construed to included the executors, administrators, successors and assigns of the Lessor and Lessee, respectively. (3) When there are two or more Lessees bound by the same covenants herein contained, their obligations shall be joint and several. 13 shall be binding unless executed in writing by the Parties. (9) The Lessee agrees that it has not relied upon any representation, promise or warranty of the Lessor with respect to the condition of the Premises, Hanger or any representation or promise of the Lessor to repair, renovate or otherwise alter the Premises in any manner prior to or after commencement of the Term. The Parties agree that the Premises is being offered to the Lessee in an "as is" condition. The Lessee shall not call on or demand the Lessor to perform any repairs or renovations prior to or after it obtains possession. The Lessee acknowledges that it has performed its own due diligence in establishing the state of repair of the Premises including the Hanger. The Lessor makes no representations regarding access to the Hanger or the Premises from the runway of the Airport. The Lessee shall make arrangements with the Town of Tillsonburg for the access to and the use of the taxiways owned by the Town of Tillsonburg. 18. PERSONAL COVENANT (1) hereby personally covenants to be the guarantor of Ontario Inc. and is bound by the terms contained in this Lease. hereby signs as guarantor and provides his personal covenant as if he was a Lessee under this Lease. The Parties agree that consideration for this guarantee is the sum of $1.00, receipt hereby acknowledged, plus further additional and sufficient consideration. The Parties further agree that without the personal guarantee the Lessor would not enter into this Lease with the Lessee. In Witness of the foregoing covenant d the Lessee have executed this Lease. , N---1 Lessor The Corporation of the Town of Tillsonburg I have authority to bind the Corporation. Lessee RZ'dMcCall have authority to bind the Corporation Lessee Michelle McCall I have authority to bind the Corporation