4058 Schedule A - Lease Agreement 2407774 Ontario LtdLEASE
Made this the ___!!1 O~th!.!._ __ day of November , 20.1§_.
BETWEEN
WHEREAS
THE CORPORATION OF THE TOWN OF TILLSON BURG
(Hereinafter referred to as the "Lessee")
-and-
2407774 ONTARIO LIMITED
(Hereinafter referred to as the "Lesso~')
The Lessor owns property and buildings situate thereon municipally located at 101 John
Pound Road in the Town of Tillsonburg, County of Oxford, Province of Ontario (the
"Property11).
The Parties have agreed to enter into this agreement (the "Lease") whereby the Lessor will
grant a lease to the Lessee over a portion of the Property (the "Premises") as outlined in
yellow on Schedule "A". The Premises shall only include that part of the Property which
includes access from Baldwin Street across number 5 fairway to the third green and down the
hill from the third green along the number 3 fairway.
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 setforth 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. TERMS AND POSSESSION
(1) The Lessee shall have possession of the Premises for a period of four months,
commencing on the 1st day of December, and ending on the 31st day ofthe following
March, (the "Term"). ·
(2) Provided the Lessee is not at any time in default of any covenants within the Lease, tlhe
Lessee shall be entitled to annually renew this Lease for additional periods of four
months (the "Renewal Periods"). It is the intention of the Parties that this Lease shall
be renewed automatically without notice from year to year. All other terms of this
Lease shall apply in the Renewal Periods unless mutually agreed by the Parties.
During the Renewal Periods the Term shall remain from the 1st day of December to the
31st day of March. For the purposes of interpretation, the Term shall include all
Renewal Periods.
(3) Subject to the Lesso~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 without any interruption or disturbance from the Lessor or
any other person or persons lawfully claiming through the Lessor.
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3. FEES
{1} Fee means the amounts payable by the Lessee to the Lessor pursuant to this Section.
(2} The Lessee covenants to pay to the Lessor, during the Term of this Lease a fee of
$4,000.00 plus applicable taxes which may accrue on account of the Lessor collecting
the fee. This fee is to be used by the Lessor for the purposes of parking lot snow
removal.
(3} The fee comes due on the first day of January during each Term or Renewal Period.
4. ASSIGNMENT
(1} The Lessee shall not assign this Lease or sublet the whole or any part of the Premises
other than to the successor of the Lessee or ~s agent.
5. USE
(1} During the Term the Premises shall not be used for any purpose other than for
tobogganing and similar type activities for the sliding down of the hill on the Premises
by members of the public (the "Use"} without the express consent of the Lessor given
in writing.
(2} The Lessee shall not do or permit to be done at the Premises, other than the Use or
ancillary to the Use, anything which may:
(a} constitute a nuisance;
(b) cause damage to the Premises or the Property; or,
(c) make void or voidable any insurance upon the Premises.
(3} The Use shall include access to the hill on the Premises from Baldwin Street as
outlined on Schedule "A" and the supervision by the guardians or parents of the users
of the hill.
(4} The Use of the Premises shall be restricted to daylight hours only.
6. REPAIR AND MAINTENANCE
(1} The Lessee covenants that during the Term the Lessee shall keep the Premises in
good cond~ion including all alterations made thereto, and shall, with or without notice,
promptly make all needed repairs caused by the Use or by the Lessee's invitees,
employees or customers.
(2} Upon the expiry of the Term or other determination of this Lease the Lessee agrees to
surrender peaceably the Premises, including any alterations or additions made thereto,
to the Lessor in a state of good repair.
(3} The Lessee shall immediately give written notice to the Lessor of any substantial
damage that occurs to the Premises or Property from any cause.
7. ALTERATIONS
(1} During the Term the Lessee shall not make any alterations to the Premises other than
providing such safety measures and fencing as required by the Lessee, Lessor or any
insurer for the Parties or what has been agreed by the Lessor provided that Lessee
may do so at its own expense if the following conditions are met:
(a} before undertaking any alteration or addition the Lessee shall submit to the
Lessor a plan showing the proposed alterations and the Lessee shall not
proceed to make any alteration or addition unless the Lessor has approved the
plan; and,
(b} 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.
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(2) The Lessee shall be responsible for and pay the cost of any alterations, installations or
improvements that any governing authority, municipal, provincial or otherwise, may
require to be made in, on or to the Premises.
(3) The Lessee shall not erect or affix any sign other than the signs required for the Use
but shall remove any signs prior to the end of the Term. If required by the Lessor, the
Lessee shall erect such signs that designate areas of the Property that are off-limits to
the public.
( 4) The Lessee shall erect any sign, fence or safety measure on the Premises if required
by the Lessor or any insurer of the Lessee or Lessor.
8. INSURANCE
( 1 ) During the Term the Lessee shall and must maintain with respect to the Premises,
insurance coverage insuring against liability for bodily injury, death or property damage
sustained by third parties in the amount often million ($10,000,000.00) dollars or such
other amount that the Lessor deems advisable.
(2) The Lessee covenants to keep the Lessor indemnified and save the Lessor harmless
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, the
Use or occupancy of the Premises or any part thereof including any part of the Property
or buildings on the Property including all legal costs on a substantial indemnity basis.
This indemnity shall include any and all claims by third parties on any part of the
Property provided such third party was or had been intending to be on the Premises or
use the Property or Premises for the permitted Use. This indemnity shall not apply if
the third party was on the Property for purposes other than the permitted Use. 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 terms contained in this
Article shall survive the termination of this Lease notwithstanding any provisions of
the Lease to the contrary.
(3) All insurance policies in this Section shall name the Lessor, where applicable, as an
additional insured and loss payee and the policy shall include a cross-liability
endorsement.
( 4) 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 cancelled 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.
9. TERMINATION UPON NOTICE AND AT END OF TERM
(1) At the end of the Term the Lessee shall surrender peaceably the Premises to the
Lessor in a state of good repair. The Lessee recognizes that the Lessor operates a
golf course from April1 s t to November 30th on the Property therefore any
damage caused by the Use or by the Lessee or its employees, customers or invitees
shall be repaired by the Lessee to the satisfaction of the Lessor.
(2) The Parties hereby agree that in April of every year that this Lease is in existence the
Parties shall hold a meeting on the Premises to view the state of repair. The meeting
shall be at both Parties convenience to determine if repairs are needed and the cost of
such repairs. At the option of the Lessor, if repairs are required in the opinion of both
Parties, either the Lessee shall undertake the repairs or undertake to pay for the
repairs. For the purposes of this paragraph the Lessee is only responsible for damage
caused to the Premises as a result of the Use.
(3) It is the intention of the Parties that this Lease shall be renewed automatically without
notice from year to year. If a Party decides not to renew the Lease then they shall notify
the other Party at the site meeting as set out in Section 9(2) or in writing on or
before the 1 s t day of September prior to the commencement of the term for that
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year.
10.ACKNOWLEDGMENT BY LESSEE
(1) The Lessee agrees that it will at any time or times during the Term, upon being given at
least seventy-two (72) 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); and,
(b) the value ofthe fee being paid.
11.SUBORDINATION AND POSTPONEMENT
(1) This Lease and all the rights ofthe 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.
12.NOTICE
(1) Any notice required or permitted to be given by one party to the other pursuant to the
terms of this Lease shall be in writing and may be given:
To the Lessor at:
To the Lessee at:
Attn: Head Superintendent
101 John Pound Road,
Tillsonburg, ON N4G 4H3
Director of Recreation, Culture & Parks
200 Broadway, Second Floor
Tillsonburg, Ontario N4G 5A7
and
Town Clerk
200 Broadway, Second Floor
Tillsonburg, Ontario N4G 5A7
(2) The above addresses may be changed at any time by giving ten (1 0) 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.
13. REGISTRATION
( 1) 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.
14.1NTERPRETATION
(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.
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(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.
15. MISCELLANEOUS
( 1) 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 wHh 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.
(2) The Lessor shall have all rights of access during the Term to the Premises to carry out
inspection and general maintenance. The Lessee shall not be responsible for the costs
of such general maintenance unless occasioned by the Use the or by invitees of the
Lessee.
(3) The Parties agree that should the weather conditions be unsuitable for the Use or that
the Use may cause damage to the Property then the Lessor shall have the right to
cease the permitted Use until conditions become more favourable.
( 4) The Lessee agrees to pay the reasonable legal costs of the Lessor in preparing this
Lease.
(5) 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.
(6) This Lease shall be construed and enforced in accordance with the laws of the
Province of Ontario. Any proceeding commenced in the Superior Court of Justice, or its
successor court, between the Parties shall be brought in the County of Oxford at the
City of Woodstock.
(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.
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In Witness of the foregoing covenants the Lessor and the Lessee have executed this Lease.
Signed at Tillsonburg this the ----".,?'---=8__ day of !)It; 1/ • 20_1.}
r=:J~ 0/"h'l / ({j -De_;){;/-,; C le.r ,k.-a-jl-M 'ifoiina Wilson, Clerk /
We have authority to bind the Corporation.
Signed at Tillsonburg this the __ 1-'-0t'--h__ day of November ,20~.
2407774 Ontario Limited
We have authority to bind the Corporation.
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