3440 To enter into a Lease agreement with Chris WillsTHE CORPORATION OF THE TOWN OF TILLSONBURG
BY-LAW NUMBER 3440
A BY-LAW to enter into a lease agreement with Chris Wills.
WHEREAS The Town of Tillsonburg is desirous of entering into an agreement with
Chris Wills for the purposes of constructing a one airplane hangar on the Tillsonburg
Airport premises.
THEREFORE the Council of the Town of Tillsonburg enacts as follows:
1. THAT the lease agreement attached hereto forms part of this by-law;
2. THAT the Mayor and Clerk be hereby authorized to execute the attached lease
agreement on behalf of the Corporation of the Town of Tillsonburg.
READ A FIRST AND SECOND TIME THIS 9th DAY OF August, 2010.
READ A THIRD AND FINAL TIME AND PASSED THIS 9th DAY OF August 2010.
Ma -dor — Stephen Molnar
LEASE
(AIRPORT —BUILD HANGAR)
Made this 16th day of July, 2009.
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
(hereinafter referred to as the "Lessor")
-and-
Chris Wills
#2215, 401 Patterson Hill SW
Calgary, AB T3H 1W3
(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 50
feet by 56 feet comprising of approximately 2800 square feet more or less as marked in
red on Schedule "A" (the "Premises").
The Lessee is desirous to construct one airplane hangar (the "Hangar") on the Premises.
The Lessor acknowledges that -the Hangar is not owned by the Lessor but by the
Lessee.
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 rent
as follows (the "Base Rent"): For every year of the Term, the sum of $810.04 per
annum plus G.S.T. (based upon $0.2893 per square foot), and any other
applicable services tax which may accrue on account of the Lessor 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 1St then Base Rent for the
first year of the term shall be prorated until December 31, 2009 of the initial year.
Base Rent shall then be due on 1 St day of the year commencing on January 1 St,
2010 and every 1 St day of January thereafter. The Parties further agree that the
Base Rent shall be annually increased each and every year, on the anniversary
of the commencement of the term, by the Consumer Price Index for the Province
of Ontario as established by Statistics Canada for the previous calendar year.
The Parties agree that all increases in the Base Rent by the Consumer Price
Index shall be cumulative. If the square footage of the Premises expands then
Base Rent shall accordingly increase in proportion to the additional square
footage.
(3) The Lessee further covenants to pay all other sums required by this Lease to be
paid by it and agrees that all amounts payable by the Lessee to the Lessor 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 Lessor and the Lessee agree that it is their mutual intention that this Lease
shall be a completely carefree net lease for the Lessor and that the Lessor shall
not, during the Term of this Lease, be required to make any payments in respect
the Premises other than charges of a kind personal to the Lessor (such as
income and estate taxes and mortgage payments) and to effect the said intention
of the parties the Lessee promises:
(a) to pay as Additional Rent: business taxes, real estate taxes and licenses
if applicable;
(b) to pay $100.00 annually as Additional Rent for such expenses incurred by
the Lessor for the maintenance and servicing to the Airport. The Parties
further agree that this amount shall be annually increased each and every
year by the Consumer Price Index for the Province of Ontario as
established by Statistics Canada or its successor organization, for the
previous calendar year. The Parties agree that all increases in the
Additional Rent by the Consumer Price Index shall be cwmulative; and,.
(c) to pay for or provide servicing and maintaining the Premises and the
Hangar and shall include the following:
(i) heating, ventilating and air-conditioning if applicable;
(ii) providing hot and cold water and other utilities and services to the
Premises if applicable;
(iii) maintaining and repairing the equipment as applicable;
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(iv) snow removal and landscaping on the Premises including cutting
the grass and weed control, if applicable; and,
(v) all repair, service and maintenance to the Hangar including
reasonable wear and tear;
(5) The Lessee hereby agrees to indemnify and protect the Lessor from
any liability accruing to the Lessor in respect of the expenses payable by
the Lessee as provided for herein;
(6) Additional Rent shall be payable yearly in advance on the same dates stipulated
for payment of Base Rent in Section 2 (2).
(7) All payments to be made by the Lessee pursuant to this Lease are to be in
Canadian funds by bank draft, money order or cheque payable to the Lessor and
shall be delivered to the Lessor at the Lessor's address for service set out in
Section 14 or to such other place as the Lessor may from time to time direct in
writing.
(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 and five months, commencing on the 1st day of September, 2009 and
ending on the 31St day of December, 2035 (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 that the Lessee shall have quiet enjoyment
of the Premises during the Term of this Lease without 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 they first obtain the consent of the Lessor in writing, which
consent shall not unreasonably be withheld and provided the sub -lessee 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 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 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
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from his 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 Lessee should be sold, assigned or
transferred in any manner to a person other than Chris Wills, then such
transferee shall sign a guarantee to be bound by the terms of this Lease.
5. USE
(1) During the Term of this Lease the Premises shall not be used for any purpose
other than as an airport hangar for the storage and repair (subject to paragraph
5(3)(d)) of airplanes without the express consent of the Lessor given in writing.
The Lessee shall not construct a new hangar or any other building on the
Premises except in accordance to the terms of this Lease.
(2) The Lessee shall not do or permit to be done at the Premises anything which
may.-
(a)
ay:
(a) constitute a nuisance;
(b) cause damage to the Premises;
(c) cause injury or annoyance to occupants of neighbouring premises;
(d) make void or voidable any insurance upon the Premises;
(e) constitute a breach of any by-law, status, order or regulation of any
municipal, provincial or other competent authority relating to the
Premises, Property or Airport; and,
(f) create any environmental hazard. The Lessee shall not store, allowed to
be stored or do anything that creates hazardous waste or toxic material
as defined by the Environmental Protection Act or any related or
successor legislation. If any order is made by any level of government,
including all agencies, Crown corporations plus municipal bodies, or
Court is made as a result of the Lessee's, or its servants, directors,
employees, invitees, customers or agents, actions or inaction under this
Paragraph or Paragraph 5(2)(e) then the Lessee shall satisfy the terms of
such order including, but not limited to, paying all costs of the work
required and shall indemnify and save the Lessor harmless from any
costs, including legal costs, if the Lessor suffers any damages or pays
any costs associated with such order.
(3) The Lessee shall:
(a) not interfere in the use of the Airport or any other use of the Property. The
Lessee acknowledges that there are other uses of the Property and it
shall not interfere in any other use of the Property. The Lessee further
acknowledges that there are other lessees and users of the Airport and it
shall not interfere 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, customers,
employees or agents, anything that would cause or constitute a nuisance,
safety violation or hazard to any other lessee or any user of the Airport;
(b) comply with all federal and provincial transportation guidelines,
regulations, rules, by-laws, statutes, directives and any other such matter
that governs the flight, use or operation of aircraft;
(c) not block or obstruct the taxiways or runway and permit the ingress and
egress to adjacent hangars and parking areas;
(d) not conduct any major repairs to any motor vehicle of any kind other than
an aircraft;
(e) not start any aircraft in the Hangar;
(f) not store any items on the Premises or in the Hangar other than aircraft
5
and related aircraft items;
(g) not store any flammable products inside the Hangar or on the Premises
with the exception of fuel or necessary aircraft related products;
(h) notify the Airport Manager of any changes or activities inside or outside
the Hangar;
(i) comply with all rules and regulations of the Airport and ensure the
compliance of all the Lessee's contractors, employees, agents, customers
and invitees; and,
(j) provide proof of documentation showing current and proper insurance
coverage of any aircraft stored inside the Hangar.
(4) The Lessee acknowledges that the Lessor may require the adjustment in the
Airport leases and as such may demand the Lessee to move the Hangar and the
location of the Premises. The Lessor shall compensate the Lessee for any
expenses in moving the Hangar as agreed between the Parties.
(5) The Lessee shall be permitted to construct one (1) aircraft hangar on the
Premises. The Lessee hereby agrees to build the Hangar as follows:
(a) the dimensions of the Hangar shall be 50 feet by 56 feet;
(b) the style of the Hangar 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 Hangar 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;
and,
(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 Hangar 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 Hangar and
shall affect all repairs as necessary. Save and accept the Lessor's, or its agents,
contractors and employees, negligence and/or intentional actions, at no time is
the Lessor responsible for any repairs or damage to the Hangar 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 necessary repairs, and
shall be permitted to enter the Premises, by himself or his servants or
agents, for the purpose of effecting the repairs without being liable to the
Lessee for any loss, damage or inconvenience to the Lessee in
6
connection with the Lessor's entry and repairs. If the Lessor makes such
repairs the Lessee shall pay the cost of them immediately as Additional
Rent.
(3) Subject to any renewal, upon the expiry of the Term or other determination of this
Lease the Lessee agrees to surrender peaceably the Premises to the Lessor in a
state of good repair and subject to the conditions contained in this Article 6(3)
may remove the Hanger provided the Lessee places the Premises back into a
similar condition as it was in prior to the Lease. At any time during the Term,
expiry of the Term, if an Act of Default occurs or upon termination of this Lease if
the Lessee is in arrears of any rent whatsoever the Lessee agrees that the
Lessor shall be permitted to register such lien on the Hangar under the Personal
Property Security Act and possession of the Hangar will not be obtained by the
Lessee until the lien is paid in full with all accrued interest and legal fees.
(4) The Lessee shall immediately give written notice to the Lessor of any substantial
damage that occurs to the Premises from any cause.
(5) The Lessee hereby agrees that at no time is the Lessor responsible for any
damage, including damage to property or personal injury, as a result of the
Lessee's use of the Premises, Airport or Property and the Lessee hereby waives
any cause of action in law, equity or by statute as against the Lessor for any loss.
The Lessee acknowledges that it shall not institute any claim or make any
demand against the Lessor, or anyone that may claim indemnity from the Lessor,
for any personal injury or damage to property, including aircraft, as a result of the
Lessee's use (including storage) of the Hangar, Airport or Property. The Lessee
acknowledges that the use of the Airport, Hangar or Property is at its own risk.
(6) The Lessee hereby forever releases the Lessor from any and all claims in law,
equity or by statute as a result of any intentional or negligent acts of any other
lessee of the Property, or their agents, contractors, invitees, customers or
employees that may cause death, personal injury or property loss to the Lessee
or its agents, customers, employees, contractors or invitees.
7. ALTERATIONS AND ADDITIONS
(1) If the Lessee, during the Term of this Lease or any renewal of the Lease,
desires to make any alterations or additions to the Premises, including but
not limited to; erecting pailitions, attaching equipment, and installing
necessary furnishings or additional equipment of the Lessee's business
but not including erecting a new hangar or any other building,
the Lessee may do so at his own expense provided that any and all
alterations or additions to the Premises made by the Lessee must comply
with all applicable building code standards and by-laws of the municipality
in which the Premises are located including the Township of Southwest Oxford
and any federal or provincial statutes, rules or regulations.
(2) The Lessee shall be responsible for and pay the cost of any alterations,
additions, installations or improvements that any governing authority, municipal,
provincial or otherwise, may require to be made in, on or to the Premises.
(3) No :sign, advertisementl: or Notice shall be inscribed, painted or affixed by the
Lessee, or any other person on the Lessee's behalf, on any part of the inside or
outside of the Hangar unless it is located along the facade of the R6nga'r's front
provided it complies with the Lessor's signage 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 Hangar 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 Hangar.
(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 Hangar within the Premises caused by
fire or other perils.
(3) The Lessee shall carry such public liability and property damage insurance
including personal injury and property damage 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 the Lessor without
delay of such cancellation and shall obtain a replacement policy without delay on
the same terms as set out in this Section 8.
9. ACTS OF DEFAULT AND LESSOR'S REMEDIES
(1) An Act of Default has occurred when:
(a) the Lessee has failed to pay Rent for a period of 45 consecutive days
from the date that payment has been requested by the Lessor;
(b) the Lessee has breached his covenants or failed to perform any of his
obligations undE:r this lease plus:
(i) the Lessor has given notice specifying the nature of the default
and the :steps required to correct it; and,
(ii) the Lessee has failed to correct the default as required by the
notice;
(c) the Lessee has:
(i) become bankrupt or insolvent or made an assignment for the
benefit of creditors;
(ii) had its property seized or attached in satisfaction of a judgment;
(iii) had a receiver appointed;
(iv) committed any act or neglected to do anything with the result that
a Construction Lien or other encumbrance is registered against
the Lessor's property; or,
(v) taken action with a view to dissolution or liquidation;
(d) any insurance policy is canceled or not renewed by reason of the use or
occupation of the Premises, or by reason of non-payment of premiums;
(e) the Premises:
(i) has become vacant or remain unoccupied for a period of 120
consecutive days. For the purposes of this section the Parties
agree that the terms "vacant and "unoccupied" shall mean no use
or utilization of the Hangar and/or no storage of necessary tools,
implements or equipment in the Hangar; or,
(ii) is used by any other person or persons, or for any other purpose
than as provided for in this Lease without the written consent of
the Lessor.
(2) When an Act of Default on the part of the Lessee has occurred:
(a) the current year's rent together with the next years' rent shall become due
and payable immediately; and,
(b) the Lessor shall have the right to terminate this Lease and to re-enter the
Premises and deal with them as he may choose.
(3) If, because an Act of Default has occurred, the Lessor exercises his right to
terminate this Lease and re-enter the Premises prior to the end of the 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) INTENTIONALLY DELETED
(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.
11.
y
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 (the "Notice") in writing to the Lessees and, at the
Lessee's option, the Lessor shall pay to the Lessee the fair market value
for the Hangar unless the Lessee agrees to remove the Hangar, and the
Lessee shall provide such vacant possession upon the expiry of the
Notice provided the Lessor pays to the Lessee a bonus of $500.00. For
the purposes of this paragraph and paragraph 10(4) fair market value
shall be determined as of the date of the issuing of the Notice.
(2) If the Lessee remains in possession of the Premises after termination of this
Lease as aforesaid and if the Lessor then accepts rent for the Premises from the
Lessee, it is agreed that such overholding by the Lessee and acceptance of Rent
by the Lessor shall create a monthly tenancy only but the tenancy shall remain
subject to all the terms and conditions of this Lease except those regarding the
Term.
(3) The Lessor shall have the unqualified right to terminate this Lease upon one
year's prior written notification (the "Notice") if the Premises are required for
Airport purposes in which event the Lessor shall pay to the Lessee the fair
market value for the Hangar, if erected by the Lessee, unless the Lessee agrees
to remove the Hangar, and the Lessee shall provide such vacant possession
upon the expiry of the Notice provided the Lessor pays to the Lessee a bonus of
$500.00.
(4) The Parties agree that it is their mutual intention that at the end of the Term this
Lease then the lease shall be renewed upon such conditions and terms as
agreed between the Parties and such decision to renew by the Lessor shall not
be unreasonable withheld. The Parties further agree that although it is their
mutual intention to renew the lease nevertheless either party may decide not to
renew the lease for any reason. The Parties acknowledge that upon such
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 Lessor shall have
an option to purchase the Hangar for the fair market value at the time of the
purchase. If the Lessor should not purchase the Hangar then the Lessee may
sell the Hangar to a third party purchaser. Subject to the conditions contained in
Article 4 of this Agreement, the Parties agree that prior to the expiry of this Lease
if the Lessee seeks to assign this Lease to a third party then the Lessor will
agree to examine a proposal to extend the term of this Lease however nothing in
this paragraph shall require the Lessor to accept any amendment of the term or
new term.
ACKNOWLEDGMENT BY LESSEE
(1) The Lessee agrees that he will at any time or times during the Term, upon being
given at least forty-eight (48) hours prior written notice, execute and deliver to the
Lessor a statement in writing certifying:
(a) that this Lease is unmodified and is in full force and effect (or if
modified stating the modifications and confirming that the Lease is
in full force and effect as modified);
(b) the amount of Rent being paid;
(c) the dates to which Rent has been paid;
(d) other charges payable under this Lease which have been paid;
(e) particulars of any prepayment of Rent or security deposits; and,
(f) particulars of any subtenancies.
H
12. SUBORDINATION AND POSTPONEMENT
(1) This Lease and all the rights of the Lessee under this Lease are subject and
subordinate to any and all charges against the land, buildings or improvements of
which the Premises form part, whether the charge is in the nature of a mortgage,
trust deed, lien or any other form of charge arising from the financing or re-
financing, including extensions or renewals, of the Lessor's interest in the
property.
(2) Upon the request of the Lessor the Lessee will execute any form required to
subordinate this Lease and the Lessee's rights to any such charge, and will, if
required, attorn to the holder of the charge.
(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:
Town of Tillsonburg Corporate Office
Att: Development Commissioner
200 Broadway, Suite 204
Tillsonburg, Ontario N4G 5A7
Fax: 519.842.9431
To the Lessee at the Premises or at:
Chris Wills
#2215, 401 Patterson Hill SW
Calgary AB T3H 1W3
(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.
15. 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.
17. MISCELLANEOUS
(1) Unless otherwise stipulated, parking, if applicable, shall be in common and
unreserved.
(2) If a dispute should arise between the Parties in the interpretation of this
Agreement or fixing the quantum of rent for any renewal as set out in Paragraph
10(5) then both parties agree that such dispute shall be referred to binding
arbitration and be bound by the result of such arbitration. The terms, form and
procedure of the arbitration shall be in accordance with the Arbitration Act or any
successor legislation. The parties further agree that the arbitrator shall be jointly
chosen and the arbitrator shall have the ability to award costs of the arbitration.
This clause shall not apply if the Lessee is in default under the terms of the
Lease which include but are not limited to:
(a) of its obligations to pay Rent, Base Rent and/or Additional Rent;
(b) non -repair or maintenance of the Premises;
(c) subleased the Premises without the authorization of the Lessor;
(d) changed its use of the Premises; or,
(e) used the Premises in any manner contrary to Paragraph 5.
(3) This Lease, including any Schedule attached, shall constitute the entire
agreement between the Lessor and Lessee. There is no representation,
warranty, collateral agreement or condition which affects this agreement other
than expressed herein.
(4) In the event that any clause herein should be unenforceable or be declared
invalid for any reason whatsoever, such enforce ability or invalidity shall not
affect the enforce ability or validity of the remaining portions of the covenants and
such unenforceable or invalid portions shall be severable from the remainder of
this Lease.
(5) This Lease shall be construed and enforced in accordance with the laws of the
Province of Ontario.
(6) The Lessee hereby agrees that they have had an opportunity to review the terms
of this Lease and seek independent legal advice.
(7) 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
hereof.
(8) This Lease 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 the Parties in connection with the
subject matter hereof, except as specifically set forth herein. No supplement,
modification, waiver or termination of this Lease 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, Hangar 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
12
Parties agree that the Premises are 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 Hangar. The Lessor acknowledges
that it has granted access to the Lessee for its aircraft from the Hangar to the
runway of the Airport.
18. PERSONAL COVENANT
(1) Chris Wills hereby personally covenants to be the guarantor and is bound by the
terms contained in this Lease. Chris Wills 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
and sufficiency of such are 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. If a
default occurs by the Lessee then Chris Wills agrees to remedy such default and
be personally liable for such default, with or without demand by the Lessor, and
agrees to be primarily liable for any default of the terms of this Lease by the
Lessee.
In Witness of the foregoing covenants the Lessor and the Lessee ha
executed this Lease.
0
% Lessor
Stephen Molnar, Mayor
The Corporation of the Town of Tillsonburg
I have aut qty to bind the Corpora,' n.
Lessor
Kelley Coulter, CAO
The Corporation of the Town of Tillsonburg
I have authority to bind the Corporation.
Chris Wills
Per:
Chris Wills
I have authority to bind the Corporation.
hris Wills
Guarantor
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