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3949 Schedule 'A' - Lease Agreement - Airport Land Lease for Hanger - Mark Kniss) WHEREAS LEASE (AIRPORT-LAND LEASE FOR HANGAR) Made this 23rd day of September, 2015. BETWEEN THE CORPORATION OF THE TOWN OF TILLSONBURG (hereinafter referred to as the "Lessor") -and- Mark Kniss (hereinafter referred to as the "Lessee") The Lessor owns property legally described as Lots 5 & 6 and Part of Lots 2, 3, 4 and 7, Concession 7 Dereham (the "Property") in the Township of South West Oxford, County of Oxford, Province of Ontario. 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 60 feet wide by 80 feet long comprising of approximately 4,800 square feet as marked on Schedule "A" (the "Premises") to construct a new aircraft hangar (the Hangar"). 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 total sum of $1,392 per annum plus H.S.T. (based upon $0.2900 per square foot of building area), 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 1'1 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", 2015 and every 1'" day of January thereafter. The Parties further agree that the Lessor may, in their sole and absolute discretion, increase the Base Rent annually 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; ~ ----- 2 (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 may, in the Lessor's sole and absolute discretion, be increased annually 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 cumulative; and, (c) To pay for or provide servicing and maintaining the Premises and the Hangar and shall include the following: {i) All utilities and services including, but not limited to, electricity, water, sewage, natural gas and/or propane. The Lessee acknowledges that connection fees for utilities and services are entirely at the Lessee's cost. Further, the Lessee acknowledges that nothing in this Lease, including in this article, is a warranty, covenant or representation by the Lessor to provide connections, utilities and/or services to the Premises or that the services and/or utilities can be extended to the Premises; {ii) Snow removal and landscaping on the Premises including cutting the grass and weed control within one (1) metre of the Premises, if applicable; and, (iii) All repair, service and maintenance to the Hangar including reasonable wear and tear; {iv) To pay a one-time airport infrastructure fee of $500; and, {v) To pay an additional one-time fee of $1,000 towards the extension of the taxiway to service the hangar. With the exception of the above fees, the Lessor agrees that it is responsible for all costs related to the extension of the existing taxiway. The Lessee agrees that the extension shall be constructed in accordance with the Lessor's budget process and at the Lessor's timing, in their sole and absolute discretion. Further, the Lessee agrees that they will make their own temporary arrangements in terms of accessing the existing taxiway. (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 years (the "Term"), commencing on the 1st day of October, 2015 and ending on the 31st day of December, 2035. (3) 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. 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. Lessor's Initials ~-Lessee's Initials .~~Uvl ... l~- 3 (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 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 the Lessee, 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 aircraft hangar for the storage, repair and operation 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) Contravene the tenant policy as established by the Lessor from time to time; (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, Septic Bed, 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 Article or Articles 5(2)( e) or as a result of the septic bed system used by the Lessee 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 unreasonably 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 who are acting reasonably; (b) Comply with all federal and provincial transportation guidelines, regulations, rules, by-laws, statutes, directives and any other such matter that governs the fiight, use or operation of aircraft; (c) Not block or obstruct the taxiways or runway and permit the ingress and egress to adjacent hangars, aprons and parking areas; (d) Not conduct any major repairs to any motor vehicle of any kind other than an aircraft or any vehicle or machinery ancillary to or connected with aircraft; (e) Not start any aircraft in the Hangar; (f) Not store any items on the Premises or in the Hangar other than aircraft and related aircraft items except as specifically permitted in this agreement; (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 Lessor of any public activities and/or events no less than thirty (30) days before such activity and/or event with approval by the Lessor, in their sole and absolute discretion and such approval not to be unreasonably withheld; (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, U) Provide proof of documentation showing current and proper insurance coverage of any aircraft stored inside the Hangar. Lessor's Initials ~ Lessee's Initials _,(k.L..C"'--- I 4 (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 and maintain one (1) aircraft hangar on the Premises as follows: (a) The dimensions of the Hangar shall be 60 feet by 80 feet for a total of 4,800 feet; (b) The style of the Hangar shall be either a pole barn style building or a metal frame building; (c) The siding, siding colour, roof colour and height of the building will be maintained in accordance with current Airport standards as approved by the Lessor; (d) Any construction and or renovation shall comply with all applicable building code standards and by-laws of the municipality in which the Premises are located including the Township of South West Oxford and any federal or provincial statutes, rules or regulations; (e) Prior to the commencement of construction, the Lessee shall submit, at its sole cost, a site plan and drainage/grading plan which includes, but not limited to, the information required in this article 5(5) of this Lease and the proposed floor elevation, which all shall be subject to the approval of the Lessor; (f) The Lessee agrees to maintain the lot grading during construction and erection of the Hangar and shall comply with the lot grading and drainage requirements of the Property, Lessor and the Township of South-West Oxford, as approved by the Lessor, in their sole and absolute discretion, and at the sole cost of the Lessee; (e) Obtain all necessary permits, as applicable, at the expense of the Lessee; and, (f) The Lessee shall be responsible for and pay the cost of all repair, renovation, and maintenance and nothing in this Lease shall render the Lessor responsible for any such costs. (6) The Lessor acknowledges that it has granted access to the Lessee for the Lessee to maneuver its aircraft from the Hangar to the adjacent taxiway and runway of the Airport. Further, the Lessor hereby grants to the Lessee, its successors and assigns, free and uninterrupted access in, over, upon, across or through the hangar apron area, defined as sixteen point five (16.25) metres at the front and rear of the Hangar. The Lessor grants to the Lessee the right to enter upon the hangar apron area at all times and to pass and repass thereon as may be required by the Lessee, and its licensees, successors, assigns, servants, agents, employees and contractors including all necessary vehicles, equipment and machinery, from time to time, for the purposes of installing, maintaining, replacing, and reconstructing a suitable, in the sole and absolute discretion of the Lessor, surface treatment to the hangar apron. Any cost of installing, removing, maintaining, replacing and/or reconstructing the hangar apron shall be at the sole expense of the Lessee without contribution of the Lessor. The Lessee covenants that it shall not conduct such work to the hangar apron without first obtaining the consent of the Lessee and such consent shall not be unreasonably withheld. The Lessee hereby releases the Lessor from any and every claim which may or might arise out of the proper exercise by the Lessee of any of the rights granted herein. 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 responsible 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, Lessor's Initials ,.,;?c----Lessee's Initials ~{JM._=:::_ __ 5 (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 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 Hangar provided the Lessee places the Premises back into a similar condition as it was in prior to the construction of the Hangar even if the construction of the Hangar predated this 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 and/or user of the Property and/or Airport, 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 partitions, 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, advertisement 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 outside of the Hangar unless it is located along the facade of the Hangar's front and provided it complies with the Lessor's signage requirements and 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) 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. (6) 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. Lessor's Initials ..?>c...---Lessee's Initials fJ.4.e.. 6 8. INSURANCE (1) The Lessee covenants to keep the Lessor indemnified and save harmless the Lessor at all times against all claims, suits, procedures, actions and demands (including but not limited to all legal costs) whatsoever and howsoever arising by any person, entity or corporation whether in respect of damage, loss or death to person or property, arising out of or occasioned by the maintenance, use or occupancy of the Premises, Airport 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 two million ($2,000,000.00) dollars in limits of each occurrence with respect to the Premises and Lessee's occupation of the Premises. (4) All insurance policies in this Section 8 including this Article 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) (a) (b) An Act of Default has occurred when: 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; The Lessee has breached his covenants or failed to perform any of his obligations under this lease for a period of 45 consecutive days plus: (i) The Lessor has given ten (1 0) days 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 180 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. Lessor's Initials eP ,.,....--Lessee's Initials ~ 7 (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) 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. (5) 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 and/or Property are subject to an Agreement of Purchase and Sale: (a) The Lessor shall have the right to terminate this Lease, notwithstanding that the Term has not expired, by giving ninety (90) clear days' notice (the "Notice") in writing to the Lessee and, at the Lessee's option, the Lessor shall pay to the Lessee the fair market value for the Hangar or the Lessee agrees to remove the Hangar and comply with Articles 6(3) and 7(5) of this Lease. Upon expiry of the Notice the Lessee shall provide vacant possession of the Premises provided the Lessor pays to the Lessee a bonus of $500.00. For the purposes of this Article and Articles 10(3) and 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. The Parties agree that if the Term is not renewed then upon expiry of the Term or if the Lessee is an overholding tenant then either Party may terminate the lease upon sixty (60) days written notice to the other party and the Lessee shall comply with Articles 6(3) and 7(5) of this Lease. (3) Other than a termination of this Lease in accordance with Article 1 0(1) of this Lease, the Lessor shall, at any time and notwithstanding that the Term has not expired, have the unqualified right to terminate this Lease upon one year's prior written notification (the "Notice") if the Premises are required for any reason or purpose of the Lessor 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 comply with Articles 6(3) and 7(5) of this Lease, 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 of this Lease the lease shall be renewed upon such conditions and terms as agreed between the Parties. 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 be granted the Right of First Refusal to purchase the Hangar (the "Option"). The Lessee covenants that it will not sell the Hangar, or any part thereof, to any person, firm or corporation, without first providing the Lessor to exercise its Option as set out in the terms of this paragraph. Upon the Lessee receiving a bona fide offer in writing (the "Third Party Offer") the Lessee shall deliver to the Airport Office, 244411 Airport Road, Township of South-West Oxford, Ontario, a copy of the Third Party Offer and the Lessor shall have twenty business days (the "Notice Period") from the date of receipt of the Third Party Offer to exercise the Option to match the Third Party Offer. If the Lessor exercises its option in the Notice Period then it must inform the Lessee at the Property in writing that it will purchase the Lessee's interest in the Hangar on the same terms and conditions, or more favourable terms to the Lessee at the Lessor's discretion, as contained in the Third Party Offer (the "Lessor's Offer"). If the Lessor exercises its Option in the Notice Period then the Lessee must sell the Hangar to the Lessor upon the terms and conditions as contained in the Lessor's Offer. If the Lessor does not exercise Lessor's Initials L?e---c= Lessee's Initials U--_ 8 its option in the Notice Period then the Lessee 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 Lessor shall be permitted to exercise its option pursuant to the terms of this paragraph. For the purpose of this paragraph, if the Lessee is a corporation, the word "sell", in addition to its ordinary meaning, shall be deemed to mean and include a sale or disposition of the corporate shareholding of the Lessee by the person or persons who, at the date of the commencement of the lease 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 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. 11. 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 sub tenancies. 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 of the Airport and/or Property which shall form part of this Lease and as the Lessor may make and/or amend 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 Regional Airport Att: Airport Administrator 244411 Airport Rd South-West Oxford, On N4G 4H1 Fax: 519-842-3445 To the Lessee at the Premises or at: Mark Kniss 104 Crosier Street, Delhi Ontario N4B 3A9 (2) The above addresses may be changed at any time by giving ten (10) days written notice. Lessor's Initials .,c?~ Lessee's Initials ~ ·---·· I 9 (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 include 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, in the common parking area shall be in common and unreserved. (2) If a dispute should arise between the Parties in the interpretation of this Agreement 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, acting reasonably; (d) Changed its use of the Premises; or, (e) Used the Premises in any manner contrary to Article 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. Any proceeding shall be brought at the City of Woodstock in the County of Oxford, 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 Lessor's Initials 12~ Lessee's Initials {AM__ • • 10 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 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. In Witness of the foregoing covenants the Lessor and the Lessee have exec Witness ----- ~fll'CII R. LEE 1 HANGER I I I I G'IA\Ia r ~' ' ' ) / Lessor Stephen Molnar, Mayor The Corporation of the Town of Tillson burg I have authority to bind the Corporation. Lessor Donna Wilson, Clerk The Corporation of the Town of Tillson burg I have authority to bind the Corporation. ~ Lessee Mark Kniss I have authority to bind the Corporation APPENDIX A -THE "PREMISES" ,,.--~1-c!+t~ij~"' 21.50m ~ i 1·-:· ·. ·c·r·-:·. : :<·. :g;r : . :, :" I. I 1 -"' RICHER HANGER --eR£~~~~~--~ -------4----------Jl---~A~~~~--~·-F-~ " Lessor's Initials £2~ ~ ~ so·xao· "" 11.DOm I ACC Lessee's Initials fJJL.