2021-113 Schedule ATILLSONBURG AIRPORT HANGAR LEASE
This Lease is made this 25 day of October, 2021 (the "Effective Date").
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
-and-
1467246 Ontario In c
244779 Milldale Rd , O tterville. Ont. NOJ1RO
Attention: Geoff Lee
(the "Landlord ")
(the "Tenant")
WHEREAS the Landlord owns all and singular that certain parcel or tract of land and premises situated,
ly ing and being in the Township of South West Oxford in the County of Oxford. being compromised of:
PT LT 3-4 CON 7 DEREHAM; LT 5-6 CON 7 DEREHAM; PT LT 7 CON 7 DEREHAM PT 1 , 2, 3, 4 & 5,
41 R2877, PT 2 & 3, 41 R2714 , PT 1, 2 & 3, 41 R4343 , PT 1 , 2, 3 & 4, 41 R4545; SfT 406551 ; SOUTH-WEST
OXFORD;
PIN: 00016-0089 (LT); LRO #41;
municipal address being 244411 Airport Road, Tillsonburg , ON N4G 4H1 ;
referred to herein as the "Property", the "Airport" or the "Till sonburg Airport" upon which is located the
Tillsonburg Airport which is owned and operated by the Landlord.
In consideration of the covenants. agreements, warranties and payments herein set forth and provided for.
the sum of two dollars ($2.00) paid by each party to the other and other good and valuable consideration,
the re ceipt and sufficiency of which is hereby acknowledged, the Parties hereto respectively covenant and
agree as follows :
1. LEASED PREMISES
(1) The Leased Premises shall consist of a portion of the Tillsonburg Airport identified as
Hangar G2-6 on th e plan attached as Schedule• A". being the area upon which the Tenant's
airplane hangar s hall be located plus one (1) metre of land extend ed beyond the exterior
perimeter of the Tenant's airplane hangar building (the "Leased Premises").
(2) Notwithstanding the above, the Landlord re serves the right to assign an alternate lot to the
T enant on thirty (30) days' written notice at any time prior to the commencement of
construction of the Tenant's hangar.
(3) The Landlord covenants and agrees to the construction by the Tenant of an airp lane
hangar on the Leased Premises bein g a Hangar. (the "Hangar") subject to the provi sions
of Schedule "B". Th e T enant s hall complete the construction of the Hangar at its sole cost
and expense.
( 4) The Landlord covenants and agrees that the Hangar on the Leased Premises is not owned
by the Landlord but is owned by the Tenant.
2. GRANT OF LEASE
(1) The Landlord leases the Leased Premises to the Te nant :
(a) at the Rent set forth in Section 3;
(b) for the Term set forth in Section 4; and
(c) subject to the conditions and in accordance with the covenants . ob ligations and
agreements herein including schedu les.
(2) The Landlord covenants th at it has the right to grant the lease hold interest in the Leased
Premises free from encumbrances except as disclosed on title.
3. RENT
( 1) Rent means the amounts payable by the Tenant to the Landlord pursuant to this Section
and includes Additional R ent.
(2) The Tenant covenants to pay to the Landlord, during the Te rm of this Lease rent as foll ows
(the "Base Rent"): for every year of the Term, the total sum of $705.6 per an num (based
upon $0,per square foot of Hangar building area) plus H.S. T ., and any other applicable
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services tax which ma y accrue on acco unt of the Landlord coll ecting 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 sha ll be prorated until
December 31 of the initial year. Base Rent sha ll then be due on 1" day of the year
commencing on January 151 , 2022 and every 1" day of January thereafter. The Parties
further agree that the Landlord may, in their so le and absolute discretion , increase the Base
Rent annua ll y in accordance with the Town of Till so nburg Rates and Fees Bylaw, as
amended . If the square footage of the Hangar on the Lea se d Prem ises expands then the
Base Rent shall according ly increa se in proportion to the additiona l sq uare footage .
(3) The Tenant further covenants to pay all othe r sums requ ired by thi s Lea se to be paid by it
and agrees that all amounts payable by the Tenant to the landlord or to any other party
pursuant to the provisions of this Lease shall be deemed to be additional rent ("Additional
Rent") whether or not specifica lly des ignated as such in this Lease.
(4) The Landlord and the Tenant agree that it is their mutual intention that this Lease sha ll be
a completely carefree net lease for the Landlord and that the Landlord shall not, during the
Term of thi s Lease , be required to make any payments in re s pect the Leased Prem ises
other than charges of a kind personal to the Landlord (su ch as in come and estate taxes
and mortgage payments) and to effect the sa id intention of the parties the Tenant promises:
(a) to pay as Additional Rent: business taxes, rea l estate taxe s and li ce nses if
app li cab le;
(b) to pay all annual fees in acco rdan ce with the Town of Tillsonburg Rates and Fees
Bylaw, as amended, as Additional Rent for such expenses in curred by the
Landlord for the maintenance and servicing of the Airport; and,
(c) to pay the Landlord a one-time capital reco ve ry charge, ba sed on actuals, for the
landlord to construct the associated hangar apron, if applicable; and,
(d) to pay for or provid e serv icing and maintaining the leased Premises and the
Hangar and sha ll include the fo ll ow ing:
(i) all utilities and services including, but not limited to, electricity, water,
sewage, natural gas and propane . The Tenant acknowledges that
connection fees for utilities and services are entirely at the Tenant's cost.
Further, the Tenant ackn owledg es th at nothing in this Lease, including in
this arti cle, is a warranty , cove nant or rep resentation by the Landlord to
provide connections, utilities or services to the Leased Premises o r th at
the services or utilities ca n be exte nd ed to the Leased Premises;
(ii) snow remov al and landscaping on the Leased Premises inc lud ing c utting
th e grass and weed control of th e Leased Premises in cluding the o ne (1)
metre are a around the perimeter of th e Hangar;
(iii) all repair. se rvi ce and maintenance to the Hangar includi ng reasonable
wea r and tea r ; and ,
(iv) to pay airport infras tructure fees in accordance with th e Town of
Tillsonburg Rates and Fees Byl aw, as amended.
(5) The Tenant hereby agrees to indemnify and protect th e Landlord from any li ab ility accruing
to th e La ndlord in respect of the expenses payable by th e Ten ant as provided for herein.
(i) The Tenant on behalf of itself/himse lf/herse lf/themselves , its/his/her/th ei r
heirs, exec utor s, adm ini strato rs and assign s, including its/h is/her/th ei r
successo rs in title , hereby covenants and agrees to indemnify an d save
harmle ss the Landlord from a ll actions, ca use of actions, suits, claims ,
demands , dama ges, losses, costs, charges and expe nses of every nature and
kind whatsoever by whomsoever mak e brought or prosecut ed, including legal
fees, which th e Land lord may in cur o r have to pay, which may arise either
directly or indirectl y by reason of any activity, acti ons, performance,
negligence or non -performance of the Tenant , its em pl oyees, serva nts,
agents, co ntractor s, su bco ntractors, arch itect, landscape archite ct , engineer,
surveyor. planner, cons ultant , project manager or any other perso n th e Tenant
is responsible for at law during the duration of this Agreement ; in executing
the Works under thi s Agreement; by reason of insta ll ati on of any Works
requ ired unde r thi s Agreement ; by th e failure of th e Tenant to complete th e
in stallation of the Work s required under this Agreement ; because of or on
account of th e ownership, co nstru ct ion, use existence, or maintenance of th e
property described in th e Agreement; by th e exer cise of th e Tenant's power s
under this Agreement; th e cons tru ction , maintenan ce or th e improper or
in adequate co nstru ction , in sta llation and/or maintenance of the Works; any
ac t or omi ss ion of sa id parties whi le und ertakin g th e Works ; or by reaso n of
th e neg lect of th e Tenant or it s emp loyees, servants. agents, contractors,
subco ntractors or others for whom th e Te nant is respo nsible at law.
(ii) Without limiting the generality of th e fo regoing , th e Tenant agrees to indemn ify
and save harml ess th e Landl ord for any iss ues r elated to th e al terati o n of any
grade or exi stin g leve l constru ction, th e maintenance or repa ir of any taxiway
within th e Airport , or by r eason of th e failure, neglect or omission of the Tena nt
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to do anything ag reed to be done pursuant to thi s Agreement or by reason of
any act or omission of the Tenant , including failure of the Tenant to comply
with the Construction Act.
(6) Additional Rent shall be payable y ea rly in advance on the same date s stipu lated for
payment of Base Rent in Section 3 (2 ).
(7) All payments to be made by the Tenant pursuant to this Lease are to be in Canadian fund s
by bank draft, money order or cheque payab le to the Landlord and shall be delivered to
the Landlord at the Land lord's addres s for service set out in Section 17 or to such other
place as the Landlord may from time to time direct in writing.
(8) All Re nt in arrea rs and all s ums paid by the Landlord for expenses incurred which should
have been paid by the Tenant s hall bea r in terest from the date payment was due, or made ,
or expense incurred at a rate per annum equa l to the prime commercia l lending rate of th e
Landlord's bank plus two (2) per ce nt.
(9 ) The Ten ant acknowledges and ag rees that the payments of Rent and Additional Rent
provided for in this Lease shall be made w ithout any deduction for any rea son whatso eve r
unless expressly allowed by th e terms of th is Le ase or agreed to by the Landlord in writing
and no partial paym ent by the Tenant which is accepted by the Land lord sha ll be
considered as oth er than a partial payment on acco unt of Rent owing and shall not
prejudice the Landlord 's r ig ht to re cove r any Rent owing.
4. TERMS AND POSSESSION
(1) Th e Tenant shall have possess ion of the Leased Premises for a period of twe nty years,
ten months (the "Term"), commencing on the October 25, 2021 and ending on the 151 day
of January, 2042 .
(2) The Tenant shall pay a ny and all connection cos ts for hydro , gas , water, heating , air-
cond itioni ng and fo r all other se rvice s and utilities as may be provided to the Leased
Premises . The Tenant shall arrange with the local authority for connection of gas,
electricity and water in the name of the Tenant. Nothing in thi s parag r ap h or lease i s a
warranty o r repre sentation by the Lan d lord that any utilities or serv ices are exte nd ed to th e
Leased Premises or can be ex tended to the Leased Premises.
(3) Subject to th e Landlord 's rights und er this Lease, and as long as the Tenant is in good
sta nding, the Landlor d covenants th at th e Tenant shall have quiet enjoyment of the Leased
Prem ises during the Term of this Lease without any interruptio n or disturbance from th e
Landlord or any other person or persons lawfully cla imin g through th e Landl ord .
5. ABATEMENT OF RENT DURING CONSTRUCTION
(1) So long as the Lease has been fully exec uted, th e Tenant ha s provid ed the Landlord with
proof of the Tenants ins urance, and th e Tenant ha s pa id th e first and las t month's Re nt to
be held as a deposit, the La ndlord shall prov id e the Tenant w ith po ssess ion of th e Lease d
Premises for a period of up to six (6) months commencing on th e Effective Date for the
purposes of cons tructing the Hang ar on th e Leased Premises. All terms of the Lease s hall
be appli cable from th e Effective Date save and except for th e payment of Rent, Base Rent
and Additi ona l Rent wh ich shall be payable as of the first day of the month of occupa ncy
of th e Hangar or the exp iry of the six (6) month constru cti on period whichever occurs first.
(2) In the event the Tenant has not comp leted constru cti o n of th e Hanga r within th e six (6)
month co nstru c ti on period , th e Lan dl ord , in its so le and absolute discretion, may extend
th e cons truction period upon written request of th e Tenant or terminat e thi s Lease of whi ch
then th e Tenant's depos it provided in Section 5 (1) wou ld be forfeited .
6 . ASSIGNMENT
(1) The Tenant shall not assign thi s Lease or sublet the whole or any part of the Leased
Premises unless th ey firs t obtain the consent of the Land lord in writing, wh ich consent s hall
not unrea so nably be withheld and provided th e sub-Tena nt and/or assignee s ign s a written
ackn owledgement th at he/she will be bound by the te rm s, co nditions and ru les as provided
for in this Lease. The Tenant hereby waives its ri ght to th e be nefit of any present or future
Act of the Legisl ature of Onta rio which wou ld permit th e Tenant to assign thi s Lea se or
sublet the Leased Premises without the Landlord 's consent.
(2) The conse nt of th e Landlord to any assignment or s ubl ett ing shall not ope rate as a waiver
of the necessity for consent to any sub seq ue nt assignme nt or subletting .
(3) Any consen t g iven by th e Landl ord to any ass ignment or other disposition of the Tenant's
interest in this Lease or in th e Leased Premi ses s hall not r elieve the Tena nt from its
obligations under th is lease, including the obligati on to pay Re nt , Base Rent and Add itio nal
Rent as provided fo r herein .
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(4) If all or more than 50% of the shares in the Tenant should be sold, assigned or transferred
in any manner to a pers on other than the Tenant. then such transferee shall be bound by
the terms and co nditio ns of this Lease .
7. USE
(1) During the Term of this Le ase the Leased Prem ises shall not be use d for any purpo se other
than as an aircraft hangar for the storage , repair and operation of airplanes. without the
express co nsent of the Landlord given in writing. The Tenant s hall not construct a new
hangar or any other building on the Lea se d Premis es except in ac cordan ce to the terms of
thi s Lea se.
(2) The Tenant shall not do or permit to be done at the Lea se d Premises anything which may:
(a) contravene any Airport use . standards, or tenant policy as established by the
Landlord from time to time;
(b) cause damage to the Leased Premises ;
(c) ca use injury or annoyance to occupants of neighbouring premises ;
(d) make void or voidable any insurance upon the Leased Premises;
(e) constitute a breach of any by -law, s tatus, order or regulation of any municipal .
provincial or other competent authority relating to the Tillsonburg Airport. the
Leased Premises inc luding any septic bed or other property. equipment or
appurtenances; and,
(f) c re ate an environmental hazard . The Tenant shall not store , allowed to be stored
or do anything that creates haz a rdous waste or toxic material as defined by the
Environmental Prote ction Act or any related or successor legislati on. If an order is
made by any level of government, including all agen cies , crown co rporations,
municipal bodies. or a co urt is made as a result of the Tenant's, or its servants.
directors. employees. in vitees. customers or agents. actions or ina ction under this
Article or Article 7(2)(e) above or as a result of the se ptic bed system used by the
Tenant then the Tenant shall satisfy the terms of such order including, but not
limited to, paying all costs of the work required and shall indemnify and sa ve the
Landlord harmless from any cos ts , including legal cos ts. if the Landlord suffers any
damages or pays any costs associated with such order.
(3) Th e Tena nt shall :
(a) not interfere in the use of the Airpo rt or any other use of th e Property. The Tenant
acknowledges that there are othe r uses of th e Property and it sha ll not interfer e in
any oth er use of th e Property. The Tenant further acknowledges th at th ere are
oth er Tenants and use rs of the Airport and it shall not unreaso nably interfere in the
use o r operation of the Airport in any manner nor shall it do. or all ow to be done by
any of it s invitees, c ustomers, employees or agents . anyt hing that would ca use or
constitute a nui sance, safety violation or hazard to any oth er Tenant or any user
of the Airport wh o are acting reasonably ;
(b) comply with all federal and provincial transportation guidelines. reg ulations. rul es,
by-laws , statutes . directives and any other suc h matter that govern s th e flight. use
or operation of airc raft ;
(c ) not block or obstruct the tax iways or runway and permit the ingress and egress to
adjacent hangars. apron s and parking are as;
(d) not condu ct any major repa irs to any motor vehicle of any kind other than an airc raft
or any vehicle or machinery ancill ary to or co nn ected with aircraft;
(e) not perform aircraft rep air or maintenance outsid e of the Leased Premi ses;
(f) not start any a ircraft in the Hangar ;
(g) not sto re any items on th e Leased Premises, s urro unding Prope rty or in th e Hangar
other than airc raft an d related airc raft item s except as specifica ll y permitted in this
agreement;
(h) not store any flammable products in s ide th e Hanga r or on the Le ased Premises
with the exception of fuel or necessary aircraft related products;
(i) notify th e Land lord of any publi c activ ities and/or events no less than thirty (30)
days befor e such activity and/o r event with approval by th e Land lord, in its sole
and absolute discretion and such ap proval not to be unreasonably withheld ;
G) comply with all rul es an d r eg ulati ons of the A irport and ens ure th e compli ance of
all th e Tenant's contractors , employees, agents. customers and invitees; and .
(k) provide proof of documentation showin g c urren t and proper in surance coverag e of
any airc raft stored ins id e th e Hangar.
(4) Th e Tenant covenan ts and ag rees that th e Landlord may r equ ire the adjustment in the
A irport leases and as such may demand th e Tenant move th e Hanga r and th e loca ti on of
the Le ased Prem ises. The Landlo rd shall compensate th e Te nant for a ny ex penses in
moving the Hangar as ag reed between the Parties.
(5) The Tenant shall be permitted to co nstru ct and maintain one (1) a irc raft hangar (th e
"Wo r ks") on the Leased Premises as follows :
(a ) th e dimension s of the Hanga r sha ll be 42 feet by 56 fee t for a total fl oor ar ea of
2352 square fee t ;
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(b) the style of the Hangar shall be either a pole barn style building o r a metal frame
building;
(c) the siding, sid ing colour, roof co lour, hanger number. and he ig ht o f th e building will
be maintained in accordance with current Airport standards as a pproved by th e
Landlord;
(d) th e hangar apron shall be constru cted of a hard surface (i.e. asphalt or co ncrete)
wi th a minimum 300mm (12") stru ctura l sub-base to the sa tisfaction of th e
Landlord;
(e) any co nstruction or renovation s hall comply wi th the construction requirements of
the Landlord in its so le and absolute discretion including the construction
requirements detailed in Schedule "B" to thi s Lease and all applicable building code
standards a nd by -laws of th e municipality in which th e Leased Pre mi ses are
loca ted and any federal or provin cial statutes, rules o r regulations:
(f) prior to the commencement of cons tru ctio n, the Te nant shall s ubmit, at its so le
cost, a site plan and drai nage/grading plan which s hall in clude, but not limited to ,
the informatio n required in thi s Article 7(5) of this Lea se and the proposed floor
elevation, which all s hall be subject to the approval of the Landlord :
(g) the Tenant agrees to maintain the lot grading during and after construction and
erection of the Hangar and shall comply with th e lot grading and drainage
requirements of the Landlord at the so le cost of the Tenant:
(h) obtain all necessary permits, as applicable , at th e exp ense of the Tenant : and ,
(i) the Tenant shall be res ponsible for and pay the cos t of all repair, renovation , and
maintenance and nothing in this Lea se shall rend er the Landlord respons ible for
any s uc h costs.
(6) The Landlord acknowledges that ii ha s granted access to the Tenant for the Tenant to
maneuver its aircraft from th e Hangar to the adjacent ta xiway and runway of th e Airport.
Further, th e Landlord here by grants to th e Tenant , its successors a nd assigns, free and
uninterrupted access in, over, upon , across or through the Hangar apron area, defined as
14 feet wide and 26 feet from the front of the Hangar to the adjacent taxiway . The Landl ord
grants to the Tenant the right to enter upon th e Hangar apron area at all time s and to pas s
and re -pass thereon as may be required by the Tenant , and its li ce nsees, successors,
assigns, servants, agents, employees and contractors including all necessary vehicles.
equipment and machinery, from time to time , for the purposes of installing, maintaining,
rep la cing , and reco nstructin g a suitable surface treatment to th e Hangar apro n as ap proved
by th e Landlord in its sole and absolute d iscretion . Any cos t of in stalling , remov ing ,
maintaining , r eplac in g and/or re co nstructing th e Hangar apron shall be at the sole expense
of the Tenan t witho ut contribution of the Land lord . The Tenant covenants that ii sha ll not
cond uct such work to the Hanga r apron without first obtaining the consent of the Land lord
and s uc h consent s hall not be unreaso nably withh eld. Th e Tenant her eby releases the
Landlord from any and every claim which may or mi ght ari se out of th e proper exe rc ise by
th e Tenant of any of the ri ghts granted herein .
8. CONSTRUCTION IMPLEMENTATION SCHEDULE (Not Applicable I Existing Hangar)
( 1) Th e Tenant hereby undert akes to com pl ete th e work herein in accorda nce with the
limeframes se t out in th e Sc hedule "C" (the "Construction Sched ul e"). The Tenant shall
s ubmit a proposed cons tru cti on sc hedule which shall be subject to amendments and
approval by the Landl ord and attached hereto as Sched ul e "C". A va rian ce to th e
limeframes will only be allowed if ap proved in writing by the Landlo rd . Failure to comply
may resu lt in th e Tena nt being in default of this Agreement and th e Landlord may seek
remedy pursuant to this Agreement.
(2) The Landl ord approved work shall be carried out by the Tenant in a proper and professional
manner so as to do as littl e damage or disturbance as possible to th e Airport lands or the
Airport 's infrastructure . The Tenant sha ll repair and make good all damage and disturbance
th at may be ca used to t he Airport lands or the Airport's infras tru cture, to th e sa ti sfaction of
th e Landlord, actin g r easonably , at th e so le expe nse of the Tenant.
(3) During cons tru cti on , th e wo rks to be ca rri ed out by th e Tenant, shall be maintained in all
res pects in a state of good re pair by th e Tenant, in cludi ng keeping th e site in a so und , neat ,
safe and c lea n condition to the satisfaction of th e Land lord. If th e site is not kept in a state
of good repair, upon seven (7) business days written notice to th e Tenan t (or s uc h shorter
lime as may be required in the case of an emerg ency or othe r urgent matters or as
otherwise provided herei n), the Landl ord s hall ha ve the ri ght to do any work necessary to
fulfill thi s cond ition an d all costs in curred by the Land lord shall be recove red from the
Tenant and may be recove r ed as Addi tiona l Rent .
9. REPAIR AND MAINTENANCE
(1) The Tenant covenants th at during th e term of thi s Lease and any renewal ther eof, th e
Tenan t sha ll keep the Leased Premises and Hangar in good condition inclu ding all
alterations and add iti ons made th ereto, a nd shall , with or without notice, promptly make all
needed r~~irs and all necessary re placeme nt s as would a prudent owner . The Tenant
shall b €s pon s ible fo r all wear and tear to the Hanga r and shall affect all repairs as
ary. Sa e a nd accept th e La ndlord's, or its agent's, con tractor's and employee's
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negligence or intentiona l actions, at no time is the Landlord respons ible for any repai rs or
damage to the Hangar or the Leased Premises.
(2) The T enant s hall permit th e Landlord or a person a uth ori ze d by the Landlord to enter the
Leased Premi ses including th e Hangar to examine the conditi on thereof and view the state
of repa ir at rea sonable times:
(a) and if upo n such examination repai rs a re found to be necessary, written notice of
the repairs required shall be given to the T enant by o r on behalf of the Land lo rd
and the Tena nt shall make the necessary repairs within the time specified in the
notice; an d ,
(b) if the Tenant r efuses or neglects to keep the Lea sed Premises in cluding the
Hangar in good repair the Landlo rd may, but shall not be ob liged to , make any
necessary repair s, and shall be permitted to ente r th e Leased Premises and
Hangar, including by its servants or agents, for th e purpose of effect ing the repa irs
w ithout being liable to the Tenant for any loss, damage or inconvenience to the
T enant in connection with the Landlord's entry a nd repairs. If the Landlord m akes
such repairs the Ten ant s hall pay the cost of them immediate ly as Additional Rent.
(3) S ubject to any renewa l, upon th e expiry of the T erm or oth er determination of this Lease
the T enant agrees to surrender peaceably the Lease d Premises to the Landlord in a s tat e
of good repair and subject to the cond itions contained in this Article 9(3). The Tenant may
r emove the Hangar provided th e Tenant places the Leased Premises back into a s imila r
conditi on as it was in prior to the constru ct ion of th e Hangar even if th e construction of the
Hangar predated thi s Lease. At any time during the T erm, expiry of the Term , if an Act of
Default occurs or upon termination of thi s Lease if th e Tenant is in arrear s of any r ent
whatsoever the T enant ag rees that th e Landl ord shall be permitted to regis te r such lien on
the Hangar under the Personal Property Security Act and possession of the Hanga r will
not be obtained by the Tenant until the lien is paid in full with all accrued interest and lega l
fees.
(4) The T enant shall immediately give w ritten noti ce to the Landlord of any substantial damage
th at occurs to the Leased Premises including the Hangar from any cause.
(5) The T enant her eby agrees th at at no time is the Landlord responsible for a ny damage,
including damage to property or personal injury, as a re sult of the Tenant's use of the
Leased Premises, A irpo rt or Property and the Tenant hereby waives any ca use of action
in law, eq ui ty or by s t atute as against th e Landlord for any loss. The Tenant acknowledges
th at it shall not in stitute any claim or make any demand against the Landlord , or anyone
th at may claim indemnity from the Landlo rd, fo r any pe r sona l injury o r damage to property,
inc luding a ircraft , as a res ult of th e T enant's use (including storage) of the Hangar, Airport
or Property. Th e Tenant ackn owledges that the use of th e A irpo rt , Hangar or Property is
at its own risk.
(6) The Tenant hereby forever releases the Landlord from any and all cla ims in law, equity or
by statut e as a result of any int entional or negli ge nt acts of any other Tenant andfor user
of the Property andfor A irport, or their age nt s, con tractors , in vitees, customers or
employees that may ca use death , personal injury or property loss to th e T enant or its
agents, customers, employees, contractors or invitees .
10. ALTERATIONS AND ADDITIONS
(1)
(2)
(3)
(4)
(5)
I
If the Tenant , during the Term of this Lease or any renewal of th e Lease , desires to make
any a lterations or add itio ns to the Leased Premi ses, including but not limited to; erecting
partitions, attach in g equ ipment, and in stall ing necessary furnishings or additio nal
eq ui pment of the Tenant's business but not including erecting a new hang ar or any other
accessory building, th e Tena nt may do so at hi s own expense provided that any and all
alterations or additi ons to the Leased Premises made by the Tenant must comply with any
requ irement of the Landlord inc ludin g Sched ul e "B" and all appli cable bu ildi ng code
standards and by-l aw s of the mun icipality in which the Leased Premises are located and
any federal or provinc ial statutes, rules or reg ul ati ons.
The T enant shall pay Re nt at th e rate prescribed in paragraph 3 above based upon the
area of the H angar subseq uent to any add ition or alterati on.
The Tenant shall be responsible for and pay the c ost of any a lterations, additions.
installations or improvem ents that any governin g authority, municipal, prov in cial or
otherwi se, may require to be made in , on or to the Leased Premises.
No sign, advertisement or notice sha ll be inscribed, painted or affixed by the Tenan t , or
any other person on th e Tena nt'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 compli es with the
Land lord's sig nage req uirements and with all app licable laws, by-laws and regulations and
is in good workman li k~anner. No other sign , advertisement or notice shall be erected
unles s it hapeen approved in every respect by the Landlord in writing.
The T e nt agre S, at its own expense and by w hatever means may be necessary,
Tenan t 's Initi a l s ~ L
7
immediately to obtain the release or discharge of any encumbrance that may be reg istered
against th e Landlord 's property in connection with any additions or alteration s to the
Leased Premi ses made by the Tenant or in co nnection with any other activity of the Tenant.
(6) The Tenant s hall. at his own expense. if requested by the Land lord , remove any or all
additions or improvements made by the Tenant to the Leased Premises during the Term
and shall repair all damage caused by the ins tallation or the r emov al or both.
(7) The Tenant shall not bring onto th e Lea sed Premises or any part of the Leased Premi ses
any machinery , equipment or any other thing that might in the opinion of the Landlord , by
reaso n of its ha za rdous nature , weight, size or use, damage the Leased Premises or the
Property . If the Lea se d Premises or Property are damaged the Tenant shall re store the
Lea se d Pre mi ses or Property immediately or pay to the Landlord th e cos t of restoring the
Le ase d Premises or Property .
11. INSURANCE
(1) The Tenant covenants to kee p the Landlord indemnified and save harmless the landlord
at all time s aga inst all claims, suits, procedures , actions and demands (including but not
limited to all legal costs) whatsoever and howsoever ari sing by any person . entity or
co rporation whether in respect of da mag e, loss or deat h to person or property , arising out
of or occasioned by the maintenance , use or occupan cy of the Le ased Premis es, Airport
and Property or the subletting or assignment of sa me or any part thereof. And the Ten ant
further cove nants to indemnify the landlord with respect to any encumbrance on or
damage to the Lea se d Premises occasioned by or arising from the act, default, or
negligen ce of th e Te nant, its officers, agents, servants, employees, contractors ,
customers , invitees or licensees. The Tenant agrees that th e foregoing indemnity shall
survive the termination of thi s Lease notwithstanding any provisions of th e Lease to the
contrary.
(2) The Tenant shall carry insuran ce in its own name in suring against the risk of damage to
the Tenant's property and the Hangar within the Leased Premi ses ca used by fire or other
perils.
(3) Th e Tenant shall carry suc h general li ab ility a nd property damage in surance including
personal injury and property damage cove rage with at leas t two million ($2,000,000 .00)
dollars in limits of each occurrence with respect to th e Le ased Premises and Tenant's
occupati on of the Leased Premises. S uc h in surance po licy shall contain no a irport sit e
exclu sion .
(4) All ins uran ce policies in this Secti on 11 including thi s Article shall name th e Landlord,
where app lica ble , as an ins ured and loss payee and the policy shall include a cross-liability
endorse ment. All policies shall be appli ca bl e as primary in surance, takin g precedence
over any o th er insurance protection owned by the Landlord. Th e Tenant shall insure th at
each ins urance policy co nt a in s a waiver of subroga tion ri gh ts whi ch the ins urer may have
aga in st the Landlord and the persons for wh om is legally respo ns ible .
(5) Upon demand of the Landlord , the Tenant sha ll provide a copy of any and all poli cies of
insurance inc ludin g renewals and term s of s uch policies to the Landlord. If any policy of
insurance is canceled the Tenan t shall inform the Landl ord with out delay of such
cancellation and s hall obt ain a replacement policy without de lay on the sa me term s as se t
out in thi s Sect ion 11. Unde r no circum stances shall delivery of and review by th e landlord
of any ce rti fica te se t fo rth or any in surance policy or any oth er proof of exi stence of th e
ins urance coverage release th e Tenant of its obligations t o take o ut in surance in stri ct
compli ance with the present provisions or co nst itute a waiver in favour of the Tenant of any
of th e Lan dlord's ri ghts.
12 . ACTS OF DEFAULT AND LANDLORD'S REMEDIES
( 1) An Act of Default has occ urred wh e n:
(a) th e Tenan t has failed to pay Rent for a period of 45 consec uti ve days from th e date
th at payment was required to be paid to the Landlord ;
(b) the Ten ant has breac hed its covenan ts or fa iled to perfo rm an y of its obligations
und er this l ease for a period of 45 co nsecuti ve days and :
(i) th e Land lo rd has give n ten (1 0) days' notice specify in g th e nature of the
default and th e steps required to co rrect it; and,
(ii ) the Tenant has fa il ed to co rr ect th e default as req uired by th e noti ce ;
(c) the Tenant has :
(i) beco me ba nkrupt or in so lvent or made an assignment for the benefit of
cred itors;
ad it s property seized or att ac hed in sa ti sfacti on of a judgment :
Landlord 's Init ial Tenant 's Init ial s G L
,.
8
(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
Landlord's property: or,
(v) taken action with a view to dissolution or liquidation :
(d) any required insurance policy is cancelled or not renewed by reason of the use or
occupation of the Leased Premises , or by reason of non-payment of premium s:
(e) the Leased Premises:
(i) has become vacant or remain unoccupied for a period of 180 consecutive
days. For the purposes of thi s section the Parties agree that the term s
"vacant and "unoccupied " shall mean no use or utiliza tion of the Hangar
and/or no storage of necessary tools, implements or equipment in the
Hangar; or,
(ii) is used by any other perso n or persons, or for any other purpose than as
provided for in this Lease without the written consent of the Landlord ;
(f) failure to install or remedy faulty work,
if, in the opinion of the Landlord the Tenant:
is not proceeding or ca us ing to be proceeded the work s required in
connection with this Agreement within thirty (30) days ' of notice given: or
ii. is improperly performing the works; or
iii. has neglected or abandoned before the com pletion, or unreasonably
delayed the same, so that conditions of this Agreement are being violated or
carelessly executed or being carried out in bad faith ; or
iv. has neglected or refused to renew or again perform such work as may be
reje cted by the Landlord as defective or uns uitable; or
v. has defaulted performance of the terms and conditions of this agreement:
then , in any such instance, the Landlord shall promptly notify the Tenant , in writing, of such
default or neglect and if such notification be without effect within ten (10) bu siness days
after such notice, the Landl ord shall thereupon have full authority and power to purchase
materials and employ workers and machines for the proper completion of the wo rks at th e
cost and ex pense of th e Tenant. The cos t of s uc h work shall be ca lculated by the Landlord
whose decis ion shall be final and be paid to th e Landlord by the Tena nt on
demand. Should payment not be r ece ived following th e issuance of an invoice from th e
Landlord, th e Landlord sha ll collect same as Additional Rent in addition to any other
remedy avail able to th e Landlord .
It is further understood and agreed between th e parties hereto that suc h entry upon th e
Premise shall be as an age nt for th e Tenant and s hall not be deemed, for any purposes
whatsoever, as an accept ance of th e works by th e Landl ord .
(2) When an Act of Default on the part of the Tenant has occurred :
(a) th e current year's Rent togeth er with th e next yea rs ' Rent shall become due and
payable immediately; and ,
(b) th e Landlord s hall have th e right to termin ate thi s Lease and to re-enter the Leased
Premises and deal with th em as it may choose.
(3) If , beca use an Act of Default has occurred, the Land lo rd exercises it s right to termin ate thi s
Lease and re-en ter th e Leased Premises prior to the end of the Term, the Ten ant shall
nevertheless be liable for paymen t of Ren t and all other amounts payable by th e Ten ant
in accord ance with th e provisions of th e Lease until th e Landlord has re-l et the Leased
Premises or otherwise de a lt with th e Le ase d Premises in such manner th at the cessa ti o n
of payments by the Ten ant will not re sult in loss to the Landlord and the Tenant ag re es to
be liabl e to th e Landlord, until the end of th e Term of thi s Lease fo r payment of any
difference between th e amo unt of Rent hereby agreed to be paid for th e Te rm her eby
granted and the Rent any new Tenant pays to th e Landl ord.
(4) If when an Act of Default has occ urred , the Landlord chooses not to terminate the Lease
an d re -enter the Leased Premi ses , the Landlord shall have the right to take any and all
necessary steps to rectify any or all Acts of Defa ult of th e Te nant and to c harg e th e cost s
of such r ec tifi cat ion to th e Tena nt and to recover th e costs as Rent .
(5) If, when an Act of Default has oc curred , the Landlord chooses to waive its ri gh t to exercise
th e rem ed ie s ava ilabl e to it und er thi s Lease or at law th e waiver s hall no t co nstitute
cond ona tion of th e Act of Default, nor s ha ll th e waiver be pleaded as an es top pel aga inst
the Land lord to prevent his exercising his r emed ies with respect to a subsequent Act of
Defa ult . No cove nant , term , or cond it ion of thi s Lease s hall be deemed to have been
waived by th e Landlord unless th e waiver is in writing and s igned by the Landlord .
T e na nt 's I nitia ls G l
9
( 1) If th e Leased Premises and/or Property are subj ect to an Agreement of Purchase and Sale:
(a) The Landlord shall have the right to terminate this Lease. notwithstanding that the
Term has not expired, by giving ninety (90) days ' notice (the "Notice") in writing to
the Tenant and, at the Tenant's option. the Landlord shall pay to the Tenant the
fair market value for the Hangar or the Tenant agrees to remove the Hangar and
comply with Articles 9(3) and 10(5) of this Lease. Upon expiry of the Notice the
Tenant shall provide vacant possession of the Leased Premises provided the
Landlord pays to the Tenant a bonus of $500.00. For the purposes of thi s Article
and Articles 13(3) and 13(4) fair market value shall be determined as of the date
of the iss uing of the Notice.
(2) If the Tenant remains in possession of the Leased Premises after termination of this Lease
as aforesaid and if the Landlord then accepts Rent for the Lea sed Premises from the
Tenant. it is agreed that such overholding by the Tenant and acceptance of Rent by the
Landlord 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 Tenant is an
overholding tenant then either Party may terminate the lease upon sixty (60) days written
notice to the other party and the Tenant shall comply with Articles 9(3) and 10(5) of this
Lease .
(3) Other than a termination of this Lease in accordance with Article 13(1) of thi s Lease , the
Landlord shall , at any time and notwith standing that the Term has not expired, have the
unqualified right to terminate this Lea se upo n one year's prior written notification (the
"Notice") if the Leased Premises are required for any reason or purpose of the Landlord in
which event the Landlord shall pay to the Tenant the fair market value for th e Hangar, if
erected by the Tenant, unless the Tenant agrees to remove the Hangar and co mply with
Articles 6(3) and 7(5) of this Lease , and the Tenant shall provide such vacant possession
upon the ex piry of the Notice provided the Landlord pays to the Tenant 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 term s as agreed between the Parties.
The Parties further agree that although it is their mutual intention to renew the lease
neve rthele ss either party may dec id e not to r enew the lease for a ny reason. The Parties
acknowledge that upon s uch r enewa l all terms and conditi ons shall be negoti ated between
the Parties. If the Parties do not renew this Lease then the Parties agree that th e Landlord
s hall be granted th e Right of First Refusal to purchase th e Hangar (the "Option"). The
Tenant covenants that it will not sell the Hangar, or any part thereof, to a ny person, firm or
corporation , without first providing the Landlord to exercise its Option as set out in the term s
of this paragraph. Upon the Tenan t receiving a bona fide offer in writing (the "Third Party
Offer") the Tenan t shall deliver to th e Airport Office, 244411 Airport Road, T ow ns hip of
South-W est Oxford , Ontario, a copy of the Third Party Offer and the Landlord s ha ll have
twenty bus in ess days (th e "Notice Period") from the date of receipt of th e T hird Party Offer
to exercise the Option to match the T hird Party Offe r . If the Landlord exe rc ises its opt ion
in th e Notice Period then it must inform the Tenant at the Property in writing that it will
purchase th e T enant's inter est in th e Hanga r on the same terms and conditions . or more
favourabl e term s to the T ena nt at the Landlord's discretion, as contained in th e Third Party
O ffer (the "Landlord's Offer"). If the Landlord exerc ises its Option in the Noti ce Period then
the Tena nt must sell the H angar to the Landlord upon the terms and condit ions as
contained in the Landlord 's Offer. If th e Landlo rd does not exer cise its option in the Notice
Period then the Tenant shall be a t liberty to accept th e Third Party Offer provided that there
ar e no modifications to th e Third Party Offer. If any modifications a re made to the Third
Party Offer then the Landlord s ha ll be permitted to exer cise its option pursuant to th e term s
of this paragraph. For the purpose of thi s paragraph, if the Tena nt is a corporation, the
word "sell ", in addition to it s ordinary meaning, shall be deemed to mean and in clude a sale
or disposition of the co rp orate shareholding of th e Tena nt by the person or person s who,
at th e date of the comm encement of th e lease hold s or hold a majority of the corporate
s hares. Subject to the conditi ons conta in ed in Article 4 of this Agreement, the Parties agree
that prio r to the expi ry of this Leas e if the Tenant seeks to assign this Le ase to a third party
then the Landlord will ag ree to examine a proposal to extend the term of this Le ase
however nothing in thi s paragraph shall requ ire the Landlord to accept any amendment of
the term or new term .
14. ACKNOWLEDGMENT BY TENANT
(1)
La ndl ord's I nitia
The Tenant agrees that it will at any time or times during the Term , upon being given at
least forty-e ight (48) hours prior written notice, execut e and deliver to th e Landlord a
s tat ement in writing certi fying :
(a) that thi s Le ase is unmodifie d and is in full force and effect (or if modified
stating the modifications and confirming that th e Lease is in full force and
effect as modified); (b ~ the amo unt of Ren t being paid ;
. ) the da tes to which Rent has been pa id; /r.., ~/other charges payable under thi s Le ase which have been paid ;
1..(.J_V Te na nt 's Ini tial s C L
10
(e) particulars of any prepayment of Rent or sec urity deposits; and,
(f) particulars of any sub tenancies .
15. SUBORDINATION AND POSTPONEMENT
(1) This Lease and all the rights of the Tenant under this Lease are subject and subordinate
to any and all charges against the land , buildings or improvements of which the Leased
Premises form part, whether the charge is in the nature of a mortgage, trust deed, lien or
any other form of c harge arising from the financing or re -financing, including extensions or
renewals, of the Landlord's interest in the Property.
(2) Upon the request of the Landlord the Tenant will execute any form required to subordinate
this Lease and the Tenant's rights to any such charge, and will , if required, attorn to the
holder of the charge .
(3) No subordination by the Tenant shall have the effect of permitting the holder of any charge
to disturb the occupation and possession of the Leased Premises by the Tenant as long
as the Tenant performs his obligations under this Lease .
16. RULES AND REGULATIONS
The Tenant agrees on behalf of itself and all persons entering the Leased Premises with the
Tenant's authority or permission to abide by such reasonable rules , standards and regulations of
the Airport and/or Property which shall form part of this Lease and as the Landlord may make
and/or amend from time to time.
17. 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 Landlord at:
Tillsonburg Regional Airport
Attn: Airport Administrator
244411 Airport Rd
South-West Oxford. ON, N4G 4H1
airportatt endants@tillsonburg.ca
To the Tenant at the Leased Premises or at:
1467246 Ontario Inc
244779 Milldale Rd, Otterville , Ont, NOJ1RO
Phone: 519-694-4435
Email: geoff@ta ilwindav iati on.ca
Attention: Geoff Le e
(2) Th e above addresses may be chang ed at any time by giving ten (10) days written no ti ce .
(3) Any noti ce given by one party to the ot her in accordance with th e provisions of this Lease
shall be deemed conclusively to have been received on the date deli vered if the notice is
served personally or seventy-two (72) hours after mailing if the notice is mailed .
18. REGISTRATION
The Tenant shall not at any time regi ster notice of or a copy of this Lease on title to the Property of
whic h the Leased Premises form part without co nsent of the Landlord.
19. INTERPRETATION
(1) The words importing the singular number only sha ll in clude the plural, and vice versa, and
words impo rting th e masculine, feminine or neutral gender shall include the other genders,
a nd words importing persons sha ll include firms and corporation s and vice versa .
(2) Unless the context otherwise req uires, the word "Landlord" and th e word "Tenant" wherever
used herein shall be construed to include the executors, admini st rators, successors and
assig ns of the Landlord and Tenant, re spectively .
(3) When th ere are two or more Tenants bound by the sa me covenants herei n contained , their
obligations shall be joint and severa l.
20. MISCELLANEOUS
(1) Unless 0(~erwise s tipulated, parking , if app licabl e, in the common parking area shall be in
com n and unreserved .
T e na nt 's Initia ls {; {
II
(2) If a dispute should arise between the Parties in the interpretation of thi s Agreement th e n
both parties agree that such dis pute shall be referred to binding arbitration and be bound
by the result of such arbitration. The t erms , form and procedure of the arbitration shall be
in accordance with the Arbitration Act or any successor legislation . The parties further
agree that th e arbitrator s hall be jointly chosen and the arbitrator shall have the ability to
award costs of th e arbitration . This cla us e shall not apply if the Tenant is in default unde r
the terms of the Lease which include but are not limited to:
(a) its obligations to pay Rent, Base Rent and/or Additional Rent;
(b) non -repair or maintenance of the Leased Pre mi ses;
(c) s ubleased the Leased Premi ses without the authorization of the Landlord,
acting reasonably ;
(d) c hanged its use of the Leas ed Pre mises; or,
(e) used the Leased Premises in any manner contrary to Article 7.
(3) In th e event that any clause herein should be unenforceable or be declared inva lid 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 inva lid
portions shall be severable from the remainder of thi s Lease.
(4) Thi s Lease s hall be construed a nd enforced in accordance with the laws of the Province of
Ontario. Any proceeding shall be brought at the City of Woodstock in th e County of Oxford ,
Ontario.
(5) The Tenant hereby agrees that it has had an opportunity to rev iew the terms of this Lease
and seek independent legal advice.
(6) Should any provision of this Lease require judicial interpretati on or arbitration, it is agreed
that the co urt or arbitrator interpreting or construing the sa me shall not apply a presumpti on
that the terms thereof s hall 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
itse lf or through its agent prepared the same, it be agreed that both parties have
participated in the preparation hereof.
(7) Thi s Lease and it's schedules constitutes th e entire agreement between the Parties hereto
pertaining to the subj ect matter hereof a nd sup ersedes all pri or and contempo ran eo us
agreement s, understandings, negotiations and discussions, whether oral or written, of th e
parties a nd there are no warrantie s , representations or other agreeme nts between th e
Parties in connect ion with the subject matter hereof, except as specifica lly set forth here in .
No s upplement, mod ifi cation , waiver or termination of thi s Lease shall be bindi ng unless
exec uted in writin g by th e Parties.
(8) Th e T enant ag rees th at it has not r elied upon any r epresentati on, promise or warranty of
the Land lo rd with respect to the cond ition of the Lease d Premis es, Hanga r or any
representation or promi se of the Landlord to repair, renovate or otherwise alter the Leased
Prem ises in any manner prior to or after comme nce ment of the Term . The Parties ag re e
that the Leased Premises are being offered to the T enant in an "as is" condition. The
Tenant shall not ca ll on or demand th e Landlord to perform any repair s or r enovati ons prior
to or after it obtains possession . The Tenan t acknowledges that it has performed its own
due diligence in establishing th e state of repa ir of the Leased Premises in cluding the
Hangar. /}
In Witness of the foregoing covenan t s th e La ndlord and the T enant have ,(e'oo(ed this Lease.
Tenant's I nitials
Lan dlord
Stephen Molnar, Mayor
The Corporation of th e Town of T ill sonburg
l4,u~ ~
Michelle Smibe rt, C lerk
The Co rp oration of the Town of Tillsonburg
We have auth ority to bind the Co rporati on.
12
Tenant 's lnit ials C {
1467246 Ontario Inc
Per: Geoff Lee
I have authority to bind the c orporation .
13
Schedule "A"
THE "LEASED PREMISES" HANGAR G2-6
Tenant 's ln it ia lsC (
·~
("/rg ,_J
\ I
-....:_____./
10 0 10 20 40 100
----I
14
SCHEDULE "B" (Not Applicable I Existing Hangar)
CONSTRUCTION REQUIREMENTS
Tena nt's Initi a ls {; (
15
SCHEDULE "C" (Not Applicable I Existing Hangar)
CONSTRUCTION SCHEDULE
Tenant 's Initi als C L