2021-043 Schedule Arf'-
THIS AGREEMENT made in duplicate this w day of '202 1.
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
hereinafter called the Lessor, of the First Part,
-and -
VANQUAETHEMFARMSLTD
hereinafter called the Lessee, of the Second Part
WHEREAS the Lessor has control of lands hereinafter described as:
1. Part of Lots 3 and 4 , Concession 5 NTR Middleton, and more particularly described as
Part 2, Plan 37R-28 3 and Parts 10 and 11 , Plan 41R-10104, comprising approximately 73
acres of farmab le land; and,
2. Lands located on the east side of Highway 19 (Vienna Road), legally described as part of
Lots 8 and 9 , Concession 4, NTR, and more particularly described as Lots 1613 and
163 8A, P lan 500, comprising of approximately 17 acres of farmable lands
a. Unnamed Road adjacent to Lots 161 2, 1613 and 1614.
(collectively the "Lands")
AND WHEREAS the Lessor is desirous of leasing the Lands to the Lessee and the Lessee is
desirous to lease the Lands for agricultura l purposes subject to the condi t ions hereinafter set forth
in this agreement (the "Lease").
NOW THEREFORE THIS INDENTURE WITNESSETH
1. PAYMENT
The Lessee covenants w ith the Lessor that the Lessee shall pay annual rent for the Lands as set
out below to the Lessor by two payments each year during the term of this Lease. The first
payment of which s hall constitute 50% of annual rental fee and shall be due and payable prior to
the start of planting that this Lease remains in force and the remaining 50% of the annual rental
fee shall be due and payable on November 30 of each year that thi s Lease remains in force:
(a) Annual rent of $24,450 for the ninety (90) acres of Land (the "Base Rent") plus
Harmonized Sales Tax.
2. TERM
The term of the Lease shall be from April 16, 2021 to December 31 , 2023 (the "Lease Term ').
The Lease Term can be extended for additional one (1) year terms by the Lessor in its so le and
absolute di scretion. There is no representation or warranty of the Lessor that it must, shall or
w ill extend the Lease Term .
3. CONDITION OF THE LANDS
The Lessee acknowledges and agrees that it is leasing the Lands in it s current cond iti on "as is"
and the Lessee has conducted a ll in spections and performed its own due dili ge nce to d etermine
the suitability of the Lands for the Lessee's use . The Lessee acknowledges that the Le ssor has
made no representation or warranty and provides no covenant, representation or warranty
concerning soil conditions, the existence of any items below the surface, and/or the
environmental status of the Lands at any time. The Lessee acknowledges having inspected the
property prior to s ig ning thi s Lease a nd has relied upon its inspection regarding the s uita bility,
condition, and state ofrepair of the Prope rty. T h e Lessee furth er acknowledges that it has
co nducted its own due dili gence as the s ize of the La nds and the s ize of the arable part of the
La nds and not reli ed upon an presentation or warranty of the Lessor. The Lessee
acknowledges that Base R s ha ll n , t a lter if s ize of the arable land is le ss than as set out in thi s
Lease. J\J . Le ssee's Initi als ____ _
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4. USE
(a) The Parties agree that the crops to be grown on the Lands s hall be agreed upon by the
Parties prior to planting a nd s hall gen e rall y be a corn, soybeans o r other cash crops.
(b) The Lessee s hall not do or pe rmit to be done on the Land s a nything which may:
1. Constitute a nui sance ;
11. Cause damage to the Lands;
111. Cause injury o r annoyance to occupants of neighbouring pre mi ses;
1v. Make void or voida ble a ny ins urance upon the Lands;
v. Cons titute a breac h of any b y-law, status, order or regulation of any
municipal , prov incia l or othe r compete nt authority relating to the Lands; and,
v 1. C reate any environmental hazard .
(c) The Lessee s hall not store, allowed to be stored or do anything th at creates hazardous
waste or toxic mate rial as defined by the Environmental Protecti o n Act or any related,
amende d or s uccessor le g is lation . If any order is made by any level of government,
including all agencies, Crown corporations plus municipal bodies, or Court is made a s
a result of the L essee's, or its se rvants, d irectors, employees, invitees, c ustome rs or
agents, actions or inaction und e r this Article then the Lessee s hall sati sfy th e terms of
s uch order including, but not limited to , paying all cost s of the work re quire d and
s hall indemnify and save the Lessor ha rm less from any costs, including legal cost s, if
the Lessor suffers any d a mages o r pays a ny costs assoc iate d w ith s uch order.
(d) In order to operate this farm efficie ntl y a nd to ma intain it is high state of producti v ity
of the Lands, the Lessee covenants as fo llows:
1. To allow any incoming lessee o r purchaser to enter upon the Lands after
harvest in the las t year of the Lease Term and have reaso nable pri v il eges a nd
ri ght-of-way to work on the Lands ;
11. To prepare a soi l analysis at the end of the Lease Term or s ixty days after a
Termination Notice has been served by either Pa rty (the "Soi l Tests"). The
cost of the Soil Tests s hall be payable by the Lessee without contribution of
the Lesso r. The L essee s ha ll provide the Lesso r a copy of each of the Soil
Tests within 10 of the Lessee 's receipt of the Soil Test s;
111. To re m ove a ll crops from th e ground at the e nd of the Lease Term ; and,
1v. It w ill not con s truct a n y buildings upon the Lands.
5 . RIGHT TO SELL SUBJECT LANDS
T he Lessee ac kn owledges that the L essor s ha ll have the r ight to sell a n y p art or parts of the
Lands upo n s ixty (60) days notice , in writing, and upon expiry of s uch notice the Lessee s hall
s urre nde r that part (or a ll ifrequire d by the notice) of the Lands sold by the Lessor a nd subj ect to
the co nditi o n tha t if the Lessor se ll s and re quires possess ion of any or all of the s ubj ect la nd s on
which a n agri c ultu ral crop is growin g, the Lessee s ha ll be compensated for a ny a nd all expenses
incide nta l to g rowing s uch c rop and the Base Rent s ha ll be rev ised to take into acc o unt the
adjustment of that part of the Lands not s urre nde re d (if any) throughout the balance of the Lease
Term . T he Lessee mus t prov ide t o the Le ssor detailed accounting of th e costs inc urre d fo r th e
lands in o rder to b e reimbursed fo r the loss of the growin g crops . T he Lessee s ha ll not demand ,
c la im o r plead any damages, costs, monies o r compensation from the Lessor of a n y kind
whatsoever and ho wsoever except as s pecifically provided for in t hi s paragraph 5. T he Le ssee
waives a ny and a ll cla im s, damages and/or losses fo r future inco m e, profits or monies due to th e
s urre nder of some o r a ll of the Lands .
6. FARM BUSINESS REG ISTRATION NUMBER
T he Lessee s ha ll be re quire d to p rov id e proof of valid Farm Business Registration N umber
(OF A, CFFO o roof of exemptio n) to the Lessor prior to commen cem e nt of the Le~ Term .
Lesso r's o!'a l ~ Le ssee's Initi a ls :.J~'
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7. QUIET ENJOYMENT OF LANDS
IT IS further specifically agreed by and between the Parties hereto that the Lessor covenants with
the Lessee for quiet enjoyment of the Lands. Notwithstanding the foregoing, the Lessor shall be
permitted to access the Lands for any purpose(s), with the costs of any minor crop damage being
borne by the Lessee.
8. ASSIGNMENT
The Lessee acknowledges and agrees that it will not assign or sublet the Lands without approval
by the Lessor, which may be withheld by the Lessor at its sole and absolute discretion. The
Lessee further covenants that it will not conduct any business, trade, enterprise or objects on the
Lands other than to use the Lands for its own agricultural purposes pursuant to the terms and
conditions contained in this Lease.
9. INSURANCE
The Lessee shall obtain Farm liability insurance of at least Two Million Dollars ($2,000,000),
covering injury to, or destruction of person or property, for which the Lessee may be held liable.
The Lessee must obtain Farm Liabi lity insurance on a form of coverage issued by an insuring
company acceptable to the Town, which names the Town as an additional in s ured and contains a
Cross Liability Clause. The Lessee shall provide the Town prior to the start of planting with an
in s urance certificate showing th e required insurance coverage.
10. INDEMNIFICATION
The Le ssee covenants to keep the Lessor indemnified and save harmless the Lessor at all times
against any and all claims, s uits, proceedings, actions and demands (including but not limited to
all lega l 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 Lands or the subletting or assignment of same or any part
thereof. And the Lessee further covenants to ind e mnify the Le sso r with respect to any
encumbrance on or damage to the Lands occasioned by or arising from the act, default, or
negligence of the Lessee, its officers, agents, servants, employees, contractors, customers,
invitees or licensees. The Les see agrees that the foregoing indemnity s hall s urvive the
t ermination of thi s Lease notwithstanding any provi s ions of the Lease to the contrary.
11. MAINTENANCE
The Lessee covenants to ma inta in all of th e Lands pursuant to this Lease in good condition at all
times during the Lease Term, any extension of the Lease Term and a ny overholding periods (if
any). The Lessee further covenants to keep the L a nds free from refu se and shall not store any
refu se, garbage, motor ve hicles or any items on the Lands that may be considered by the Lessor
to be noxious, hazardous or refuse.
12. IMPROVEMENTS TO LANDS
The Lessee agrees that all improvements to the Lands for the purposes of increasin g agriculture
production are at the Lessee 's so le cost and s ubj ect to the approval of the Lessor in the Lessor's
s ole a nd abso lute discretion. Notwithstanding the foregoing, the Lessor may consider e nte ring
into a second agreement for proposals that significantly expand the a rea available for agricultural
production a t the Le ssor's so le discretion.
13. BANKRUPTCY
The Lessee acknowledges and agrees that if during the Lease Term a n y of the goods or chattels
of the Lessee s hall at any time during the said term be seized or taken in execution or in
attachment by a ny creditor of the Lessee, or if the Lessee s ha ll make any assig nm e nt for the
benefit of creditors, or becoming bankrupt or in solvent debtors, the t he n c urre nt a nd n ext ens uing
balance of Base Rent s ha ll immediate ly become due and payable and the said term s ha ll , at the
option of the Lessor, immediately become forfeited a nd determined and in s uch case, the Lessor
may re-enter and take possession of the said lands a s though the said lands was holding over
afte r th e expiration of the said term .
Le ssee's Initial s 'J~'
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14. TERMINATION FOR CONVEN IENCE
IT IS further here b y agreed between th e Parties he reto that this Lease may be terminated by
ei ther party in s uch parties' sole and absolute discretion by providing to the other Party s ixty (60)
days written notice prior to the termination date or the expiration of the lease te rm. In the case
where the Lessor terminates the Lease, the provi s ions of Paragraph 5 above s hall be in effect. If
the Lessee terminates the le ase it shall be re s pons ibl e to pay a pro-rated Base Rent to the date of
termination, pay all item s required by paragraph 4 of thi s Lease and the Lessor s ha ll not be
respons ibl e to reimburse the Lessee for the lo ss or damages for the abandoned growing crops.
15. TERMINATION OF THE CONTRACT FOR CAUSE
In the event of a ny material default of this Lease by the Lessee, the Lessor s hall have the right to
pro v id e written notice of s uch default and demand that the deficiency of program be rectified
within fi ve (5) working days or s uch longer period as may b e agreed upon by the Le ssor. If the
said defau lt is not rectified or s teps are not tak e to rectify the s itu ation according to the agreed
upon p lan, the Lessor shall be entitled to issue a written notice of termination for cause with no
le ss than th irty (30) days notice and all Base Rent and amounts owing purs uant to paragraph 4 of
thi s Lease s hall be payable to the Lessor by the Lessee within thirty (30) days from termination.
16. DEFAULT
An Act of Default has occurred when:
(a) The Lessee has failed to pay Rent for a period of 60 consecutive days from the date
that payment has been requested b y the Lessor;
(b) The Le ssee has breached hi s covenants or failed to perform a ny of hi s ob ligations
under th is Lease plus :
1. The Le ssor has given notice spec ify ing the nature of the default and the steps
required to correct it; a nd ,
11. The Lessee has failed to correct the default as required by the notice;
( c) Any in s urance policy is canceled or not renewed by reason of th e use or occupation
of th e Lands, or by reason of no n-payment of premiums;
( d) The Lands:
1. Is used by any other person or pe r so n s , or for any other purpose than as
provided for in thi s Lease without the written consent of t he Lessor.
When a n Act of Default o n the part of the Lessee has occurred:
(a) The current year 's re nt together with the next years' rent s ha ll become due and
payable immediately; and,
(e) The Lessor shall have the ri g ht to te rminate this L e ase and to re-en ter the Lands and
deal with the m as he may choose.
If, because a n Act of Default has occurred, the Lessor exercises hi s ri g ht to terminate thi s Lease
and re-ente r the Lands prior to the e nd of the Term, the Lessee s ha ll neverth e less be liable for
payment of R e nt and a ll other a mounts payable by the Lessee in accordance w ith the provi sions
of t he Lease until t he Lessor has re-let the Lands o r otherwise dealt w ith the Lands in s uch
manner that the cessation of payments by the Lessee wi ll not res ult in lo ss to the Le ssor and the
Lessee agrees to be liable to the Lessor, until the end of the Term of thi s Lease for pay me nt of
any d ifference between the amount of Rent hereby agreed to be paid for the Term he reby granted
and the Rent any new Less ee pays to the Lessor.
If w hen a n Act of Default has occurred , the Lessor chooses not to terminate the Lease and re-
e nter th e Lands, the Lessor s hall have the ri g ht to t a ke a n y and all necessary steps to rectify any
or a l I Acts of Default of the Lessee and to charge the costs of s uch rectifi catio n to the Lessee and
to recover the costs as Re nt.
Less~------Lessee 's Initial s J.\J .
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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 prev ent
his exerci sing his remedies w ith respect to a subsequent Act of Default. No covenant, term, or
condition of this Lease shal l be deemed to have been waived by the Lessor unle ss the waiver is
in writ ing and s igned by the Lessor.
17. NOTICE
Notice to either party shall be given at the following addresses:
If to the Less or:
Development Commiss ioner
The Corporation of the Town ofTillsonburg
200 Broadway, Suite 204
Ti ll s on burg, ON N4G SA 7
Fax: 519-842-943 1
If to the Lessee:
VanQuaethem Farms Ltd
353 Highway 19 South
T ill sonburg, ON N 4G 4G9
The Lessee s hall not at any time regi s ter notice of or a copy of thi s Lease on title to the Land s or
any part thereof w ithout consent of th e Lessor.
16. MISCELLANEOUS
The words importing the singu lar number on ly s hall include the plural , a nd vice vers a , and words
importing the m asculine gender s hall include the fem ini ne gend er, and words importing persons
s ha ll include firm s and corporations and vice v ersa.
This Lease, including any Schedule attached, s hall cons titute the entire agreement between the
Le ssor and Lessee. T here is no representa tion, warranty, co ll ateral a greement or condition which
a ffe cts this a gree ment other than expressed here in .
In the event that any claus e herein should be unenforceable or be declared invalid for any reason
wha tsoever, s uch e nforce ability or invalidity s hall not affect the enforce abi li ty or vali dity of the
re maining portions of the cove nants and s uch unenforcea ble or inva lid portions s ha ll be
severab le from the remainder of thi s Lease.
T hi s Leas e s hall be cons trued a nd enforced in accordance with the laws of the Prov ince of
Onta ri o. Any proceeding s ha ll be broug ht at the C ity of Woo d st ock in the County of O xford.
The Lessee he re b y a g rees that they h a v e h ad an opportunity to rev ie w the terms of thi s Lea se a nd
seek inde pe ndent le gal adv ice.
Should any provi s ion of thi s Lease re quire judicial interpre tat io n or arbitration, it is agreed that
the c ourt or a rbitrator inte rpreting or construing the sam e s hall not appl y a presumption th at the
t e rms thereof s h a ll be more strictly construed aga ins t one pa rty b y reason o f the rule of
con struc tion th at a docume nt is to b e cons true d more s trictly against th e pa rty who itself or
through its a gent pre pared the s ame, it be a g ree d tha t both parties have participate d in th e
p reparation he re of.
T hi s Lease c o nstitutes th e e ntire agreement betw een the Parties hereto pe rtaining to the s ubject
matte r he reof a nd s up e rsedes a ll prior a nd conte mporane ous agreem e nts , und e rstandings,
negoti a tions and di scussions, whe the r ora l or writte n , o f the parties a nd the re are no warranties,
re pre s e ntati o ns or o ther agre eme nts be tween th e Par t ies in connectio n with the s ubj ect matte r
he reof , e x cept as s pecifica lly set forth he re in. No s upple ment, modifica t ion, w a iver or
t ermination o f th is Lease s ha ll be binding unl ess execute d in writin g by the P arti es.
The Lessee s ha ll n ot c a ll o n or d e ma nd th e Lesso r to per fo rm a n y rep a irs or re nova tion s pri o r t o
o r afte r it obt "\\·. I .
Le ssee's Initi a ls , J \J ___;::....::;... __ _
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IT IS H E REBY declare d and agreed that the expressio n s "Lessor" an d "Lessee" w he rever used
in t h is ind e nt ure s ha ll , w h e n the context a ll ows, incl ud e, be binding o n and e nure to t he b e ne fit
of no t o n ly the Pa rti es he re to, b ut a lso the ir resp ecti ve executors, a dmini strators a nd ass ig ns.
IN WITNESS WHEREOF the pa rti es he re to have he re unto s et the ir ha nd s a nd seals .
SIGNED, SEALED AND )
D E LIV E RED in the )
Pres ence of )
Lessor's lnif
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H E N MOLNAR, MAYOR DA E wamCLERK @elj-f (),. dJJ (
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PRESIDENT
DAT E
I have the authority to bind the corporation
Lessee 's In iti a ls _5....:-.........._~_, __
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