By-Law 2023-081 Signed AgreementMemorandum of Understanding
BETWEEN
The Corporation of the Town of Tillsonburg
(Hereinafter referred to as the “Landlord”)
-and-
BlueStar Hangar Inc.
50 Clearview Drive
Tillsonburg ON N4G 4GH
ATTN:Michael Perovich,President
(Hereinafter referred to as the "Tenant”)
Dated:October 23^^2023
WHEREAS the Landlord owns ail and singular that certain parcel or tract of land andpremisessituated,lying and being in the Township of South West Oxford in the County ofOxford,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 &5,41R2877,PT 2 &3,41R2714,PT 1,2 &3,41R4343,PT 1,2,3 &4,41R4545;
S/T 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 "Tillsonburg Airport”upon which is
located the Tillsonburg Airport which is owned and operated by the Landlord.
Now therefore in consideration of the mutual covenants of the parties set forth in this
Memorandum and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged,the Tenant and the Landlord agree as follows:
1.PURPOSE
The purpose of this Memorandum of Understanding (MOU)is to enter into an agreed
arrangement and expand a framework of cooperation between the Town and the Blue Star
Hangar Inc.to permit the construction of an airplane hangar and associated structures and
for the MOU of the lands on which these structures reside.
The Tenant recognizes the need for an MOU agreement between the Landlord and
themselves;however,the Tenant is also interested in negotiating the purchase of the lands
both on which the hanger and its surrounding properties will ultimately reside,but also to
further negotiate the subsequent purchase,or the rights to purchase additional lands
intended for desired future expansion.
Further,the Landlord and Tenant may wish to entertain collaborative efforts in
improvements to the Airport lands benefitting both parties,whereas additional elements
which would require details and clauses within the MOU agreement not yet known at this
time.
The terms of this Memorandum of Understanding are as follows:●3
2.PREMISES
2.1.The Premises shall consist of a portion of the Tillsonburg Airport identified as
Taxiway C1 Lot 10 and is comprised of the following properties:
Area (ft^)
8,736
Amount ($)
$2,882.88
Building/Property Dimensions (ft)
Main Hangar
Apron 1
84’X 104’
$1,663.2060’X 84 5,040
$356.40Lounge
Parking Lot
30’x36 1,080
$1,663.2060’X 84’(est)5,040
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On the plan attached as submitted,being the area upon which the Tenant’s
airplane hangar shall be located plus one (1)metre of land extended beyond
the exterior perimeter of the Tenant’s airplane hangar building(s)(the “Subject
Property”).
Notwithstanding the above,the Landlord reserves the right to assign an
alternate lot to the Tenant on thirty (30)days’written notice at any time prior to
the commencement of construction of the Tenant’s hangar.
The Landlord covenants and agrees to the construction by the Tenant of an
airplane hangar on the Subject Lands being a Hangar,(the “Hangar”)subject
to the provisions of Schedule “B”.The Tenant shall complete the construction
of the Hangar at its sole cost and expense.
The Landlord covenants and agrees that the Hangar on the Subject Lands is
not owned by the Landlord but is owned by the Tenant.
(2)
(3)
(4)
3.GRANTOR AGREEMENT
Should the Tenant elect to a lease arrangement for the premises,the Landlord
agrees to lease the premises to the Tenant through a lease agreement in place
of this MOD:
(1)
at the Rent set forth in Section 4;
for the Term set forth in Section 5;and
subject to the conditions and in accordance with the covenants,
obligations and agreements herein including schedules.
During the term of this MOL),the tenant shall not be permitted to sublet the
subject property under any circumstances
The Landlord covenants that it has the right to grant the leasehold interest in
the Subject Lands free from encumbrances except as disclosed on title.
(a)
(b)
(c)
(2)
(3)
4.RENT
Rent means the amounts payable by the Tenant to the Landlord pursuant to
this Section and includes Additional Rent.
Should the Tenant elect to proceed through a lease arrangement,a new lease
agreement shall be prepared and the Tenant shall covenant to pay to the
Landlord,during the Term of this MOD rent as follows (the "Base Rent”);for
every year of the Term,for the buildings listed above,the total sum of $6,565.68
per annum (based upon $0.33 per square foot of Hangar and all associated
buildings area as per the Town of Tillsonburg Fees and Charges By-Law which
is subject to change from time to time)plus H.S.T.,and any other applicable
services tax which may accrue on account of the Landlord collecting rent,
payable yearly in advance,which shall be due from the date of signing of this
MOL)and due upon exercising the lease arrangement at the rate determined in
this MOD prorated to the annual rent (and any other charges or fees applicable
in this MOD).Base Rent shall commence on the first day of the Term.If the
first day of the Term is not January 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 day of the year commencing on January 2023 and every
1®*day of January thereafter.The Parties further agree that the Landlord may,
in their sole and absolute discretion,increase the Base Rent annually in
accordance with the Town of Tillsonburg Rates and Fees Bylaw,as amended.
If the square footage of the Hangar on the Subject Lands expands then the
Base Rent shall accordingly increase in proportion to the additional square
footage.
The Tenant further covenants to pay all other sums required by this MOL)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 MOD shall be deemed to
(1)
(2)
(3)
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be additional rent (“Additional Rent”)whether or not specifically designated as
such in this MOU.
The Landlord and the Tenant agree that it is their mutual intention that this MOU
shall be a completely carefree net MOU for the Landlord and that the Landlord
shall not,during the Term of this MOU,be required to make any payments in
respect the Subject Lands other than charges of a kind personal to the Landlord(such as income and estate taxes and mortgage payments)and to effect the
said intention of the parties the Tenant promises:
(4)
to pay as Additional Rent:business taxes,real estate taxes and licenses
if applicable:
to pay all annual fees in accordance with the Town of Tillsonburg RatesandFeesBylaw,as amended,as Additional Rent for such expenses
incurred by the Landlord for the maintenance and servicing of the Airport;
and,
to pay the Landlord a one-time capital recovery charge,based onactuals,for the Landlord to construct the associated hangar apron,if
applicable;and,
to pay for or provide servicing and maintaining the Subject Lands and
the Hangar and shall include the following:
all utilities and services including,but not limited to,electricity,
water,sewage,natural gas and propane,acknowledges that connection fees for utilities and services are
entirely at the Tenant’s cost.Further,the Tenant acknowledges
that nothing in this Lease,including in this article,is a warranty,
covenant or representation by the Landlord to provide
connections,utilities or services to the Subject Lands or that the
services or utilities can be extended to the Subject Property:
snow removal and landscaping on the Subject Lands including
cutting the grass and weed control of the Subject Lands including
the one (1)metre area around the perimeter of the Hangar;
all repair,service and maintenance to the Hangar including
reasonable wear and tear;and,
to pay airport infrastructure fees in accordance with the Town of
Tillsonburg Rates and Fees Bylaw,as amended.
The Tenant hereby agrees to indemnify and protect the Landlord from any
liability accruing to the Landlord in respect of the expenses payable by the
Tenant as provided for herein,
(i)The Tenant on behalf of itself/himself/herself/themselves,
its/his/her/their heirs,executors,administrators and assigns,
including its/his/her/their successors in title,hereby covenants and
agrees to indemnify and save harmless the Landlord from all actions,cause of actions,suits,claims,demands,damages,losses,costs,
charges and expenses of every nature and kind whatsoever bywhomsoevermakebroughtorprosecuted,including legal fees,
which the Landlord may incur or have to pay,which may arise either
directly or indirectly by reason of any activity,actions,performance,
negligence or non-performance of the Tenant,its employees,
servants,agents,contractors,subcontractors,architect,landscape
architect,engineer,surveyor,planner,consultant,project manager
or any other person the Tenant is responsible for at law during the
duration of this Agreement;in executing the Works under this
Agreement:by reason of installation of any Works required under
this Agreement;by the failure of the Tenant to complete the
installation of the Works required under this Agreement:because of
(a)
(b)
(c)
(d)
(i)The Tenant
(ii)
(iii)
(iv)
(5)
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or on account of the ownership,construction,use existence,or
maintenance of the property described in the Agreement;by the
exercise of the Tenant’s powers under this Agreement;the
construction,maintenance or the improper or inadequate
construction,installation and/or maintenance of the Works;any act
or omission of said parties while undertaking the Works;or by reason
of the neglect of the Tenant or its employees,servants,agents,
contractors,subcontractors or others for whom the Tenant is
responsible at law.
(ii)Without limiting the generality of the foregoing,the Tenant agrees to
indemnify and save harmless the Landlord for any issues related to
the alteration of any grade or existing level construction,the
maintenance or repair of any taxiway within the Airport,or by reason
of the failure,neglect or omission of the Tenant to do anything agreed
to be done pursuant to this Agreement or by reason of any act or
omission of the Tenant,including failure of the Tenant to comply with
the Construction Act.
All payments to be made by the Tenant pursuant to this MOL)are to be in
Canadian funds by bank draft,money order or cheque payable to the Landlord
and shall be delivered to the Landlord at the Landlord’s address for service or
to such other place as the Landlord may from time to time direct in writing.
All monies owed to the Landlord in arrears and all sums paid by the Landlord
for expenses incurred which should have been paid by the Tenant 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 Landlord’s bank
plus two (2)percent.
The Tenant acknowledges and agrees that the payments of Rent and Additional
Rent provided for in this MOL)shall be made without any deduction for any
reason whatsoever unless expressly allowed by the terms of this MOL)or
agreed to by the Landlord in writing and no partial payment by the Tenant which
is accepted by the Landlord shall be considered as other than a partial payment
on account of Rent owing and shall not prejudice the Landlord’s right to recover
any Rent owing.
(6)
(7)
(8)
5.TERMS AND POSSESSION
(1)The Tenant shall have possession of the Premises,under this existing
Memorandum of Understanding for the period of approximately fifteen months
(the “Term”),commencing on 25‘^day of September 2023 and ending on the
31^*day of December,2024.
The Tenant shall pay any and all connection costs for hydro,gas,water,
heating,air-conditioning and for all other services and utilities as may be
provided to the Subject Property.The Tenant shall arrange with the local
authority for connection of gas,electricity and water in the name of the
Tenant.Nothing in this paragraph or MOU is a warranty or representation by
the Landlord that any utilities or services are extended to the Subject Lands or
can be extended to the Subject Property.
Subject to the Landlord’s rights under this Lease,and as long as the Tenant is
in good standing,the Landlord covenants that the Tenant shall have quiet
enjoyment of the Subject Lands during the Term of this MOU without any
interruption or disturbance from the Landlord or any other person or persons
lawfully claiming through the Landlord.
(2)
(3)
6.ABATEMENT OF RENT DURING CONSTRUCTION
(1)So long as the MOU has been fully executed,the Tenant has provided the
Landlord with proof of the Tenants insurance,and the Tenant has paid the first
and last month’s Rent to be held as a deposit,the Landlord shall provide the
Tenant with possession of the Subject Lands for a period of up to six (6)months
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commencing on the Effective Date for the purposes of constructing the Hangar
on the Subject Property.All terms of the MOD shall be applicable from the
Effective Date save and except for the payment of Rent,Base Rent and
Additional Rent which shall be payable as of the first day of the month of
occupancy of the Hangar or the expiry of the six (6)month construction period
whichever occurs first.
In the event the Tenant has not completed construction of the Hangar within
the six (6)month construction period,the Landlord,in its sole and absolute
discretion,may extend the construction period upon written request of the
Tenant or terminate this MOL)of which then the Tenant’s deposit provided in
Section 5 (1)would be forfeited.
(2)
7.ASSIGNMENT
The Tenant shall not assign any portion of the hangar,its property or any other
building which make up the Subject Property during the term of this MOL)or
sublet the whole or any part of the Subject Lands until a valid property purchase
or lease arrangement is signed and authorized by both parties,
if all or more than 50%of the shares in the Tenant should be sold,assigned or
transferred in any manner to a person other than the Tenant,then such
transferee shall be bound by the terms and conditions of this MOD.
(1)
(2)
8.AGREE TO PURCHASE LANDS
The Tenant shall have the first right of refusal,in the event the Landlord
wishes to provide a process to provide land sale purchasing to tenants.The
price shall be negotiated through a process and valuation separate from this
MOL)and a new formal agreement will be negotiated.
9.USE
During the Term of this MOU the Subject Lands 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 Landlord given in writing.The
Tenant shall not construct a new hangar or any other building on the Subject
Lands except in accordance to the terms of this Lease,unless otherwise
negotiated.
The Tenant shall not do or permit to be done at the Subject Lands anything
which may:
(1)
(2)
contravene any Airport use,standards,or tenant policy as established
by the Landlord from time to time;
cause damage to the Subject Property:
cause injury or annoyance to occupants of neighbouring premises;
make void or voidable any insurance upon the Subject Property:
constitute a breach of any by-law,status,order or regulation of any
municipal,provincial or other competent authority relating to the
Tillsonburg Airport,the Subject Lands including any septic bed or other
property,equipment or appurtenances;and,
create an environmental hazard.The Tenant 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 an order is made by any level of government,
including all agencies,crown corporations,municipal bodies,or a court
is made as a result of the Tenant’s,or its servants,directors,employees,
invitees,customers or agents,actions or inaction under this Article or
Article 7(2)(e)above or as a result of the septic 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
(a)
(b)
(c)
(d)
(e)
(f)
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indemnify and save the Landlord harmless from any costs,including
legal costs,if the Landlord suffers any damages or pays any costs
associated with such order.
(3)The Tenant shall:
not interfere in the use of the Airport or any other use of the Property.
The Tenant acknowledges that there are other uses of the Property and
it shall not interfere in any other use of the Property.The Tenant further
acknowledges that there are other Tenants 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 Tenant or
any user of the Airport who are acting reasonably:
comply with all federal and provincial transportation guidelines,
regulations,rules,by-laws,statutes,directives and any other such
matter that governs the flight,use or operation of aircraft;
not block or obstruct the taxiways or runway and permit the ingress and
egress to adjacent hangars,aprons and parking areas;
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;
not perform aircraft repair or maintenance outside of the Subject
Property;
not start any aircraft in the Hangar;
not store any items on the Subject Property,surrounding Property or in
the Hangar other than aircraft and related aircraft items except as
specifically permitted in this agreement;
not store any flammable products inside the Hangar or on the Subject
Lands with the exception of fuel or necessary aircraft related products;
notify the Landlord of any public activities and/or events no less than
thirty (30)days before such activity and/or event with approval by the
Landlord,in its sole and absolute discretion and such approval not to be
unreasonably withheld;
comply with all rules and regulations of the Airport and ensure the
compliance of all the Tenant’s contractors,employees,agents,
customers and invitees;
comply with the Town of Tillsonburg’s relevant policies and codes of
conduct such as but not limited to the RZone (Respect)Policy which
requires persons using a Town facility to respect others and take
responsibility in maintaining a safe and comfortable environment for all
participants,spectators,volunteers and staff.The Rzone policy enforces
zero tolerance of inappropriate behavior,threats,violence and
vandalism at all Town facilities,properties,Town sponsored events,
programs,in written or verbal communications (including email or
phone);and,
provide proof of documentation showing current and proper insurance
coverage of any aircraft stored inside the Hangar.
The Tenant shall be permitted to construct and maintain one (1)aircraft hangar
(the “Works”)and any associated buildings and structural components as
identified in the approved design,on the Subject Lands as follows:
the dimensions of the Hangar and Lounge shall be 84 feet by 104 feet
and 30 feet by 36 feet,respectively,for a total floor area of approximately
10,816 square feet;
(a)
(b)
(0)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(I)
(4)
(a)
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(b)a lounge shall be permitted as submitted to a size of approximately 1,080
square feet
the style of the Hangar shall be constructed to the approval of the
Director of Operations and Development,or designate;
the hangar apron shall be constructed of a hard surface (i.e.asphalt or
concrete)with a minimum 300mm (12”)structural sub-base to the
satisfaction of the Landlord;
construction,renovation and maintenance shall comply with the
construction and maintenance requirements of the Landlord in its sole
and absolute discretion including the construction requirements detailed
in Schedule "B”to this MOU and all applicable Ontario Building Code
standards and by-laws of the municipality in which the Subject Lands are
located and any federal or provincial statutes,rules or regulations;
including specifically the Fire Protection and Prevention Act 1997,S.O.
1997,C.4,and Ontario Regulation 213/07 the Ontario Fire Code and any
amendment thereto,
prior to the commencement of construction,the Tenant shall submit,at
its sole cost,a site plan and drainage/grading plan which shall include,
but not limited to,the information required in this Article 7(5)of this MOL)
and the proposed floor elevation,which all shall be subject to the
approval of the Landlord;
the Tenant agrees to maintain the lot grading during and after
construction and erection of the Hangar and shall comply with the lot
grading and drainage requirements of the Landlord at the sole cost of the
Tenant;
(c)
(d)
(e)
(f)
(g)
(h)Obtain all necessary permits,as applicable,at the expense of the Tenant;
and
the Tenant shall be responsible for,and pay the cost of,all repair,
renovation,and maintenance and nothing in this MOU shall render the
Landlord responsible for any such costs.
The Landlord acknowledges that it has granted access to the Tenant for the
Tenant to maneuver its aircraft from the Hangar to the adjacent taxiway and
runway of the Airport.Further,the Landlord hereby grants to the Tenant,its
successors and assigns,free and uninterrupted access in,over,upon,across
or through the Hangar apron area,from the front of the Hangar to the adjacent
taxiway.The Landlord grants to the Tenant the right to enter upon the Hangar
apron area at all times and to pass and re-pass thereon as may be required by
the Tenant,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 surface treatment to the Hangar apron
as approved by the Landlord in its sole and absolute discretion.Any cost of
installing,removing,maintaining,replacing and/or reconstructing the Hangar
apron shall be at the sole expense of the Tenant without contribution of the
Landlord.The Tenant covenants that it shall not conduct such work to the
Hangar apron without first obtaining the consent of the Landlord and such
consent shall not be unreasonably withheld.The Tenant hereby releases the
Landlord from any and every claim which may or might arise out of the proper
exercise by the Tenant of any of the rights granted herein.
(i)
(6)
10.CONSTRUCTION IMPLEMENTATION SCHEDULE
(1)The Tenant hereby undertakes to complete the work herein in accordance with
the timeframes set out in the Schedule “C”(the “Construction Schedule”).The
Tenant shall submit a proposed construction schedule which shall be subject to
amendments and approval by the Landlord and attached hereto as Schedule
“C”.A variance to the timeframes will only be allowed if approved in writing by
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the Landlord.Failure to comply may result in the Tenant being in default of this
Agreement and the Landlord may seek remedy pursuant to this Agreement.
The Landlord approved work shall be carried out by the Tenant in a proper and
professional manner so as to do as little damage or disturbance as possible to
the Airport lands or the Airport's infrastructure.The Tenant shall repair and
make good all damage and disturbance that may be caused to the Airport lands
or the Airport’s infrastructure,to the satisfaction of the Landlord,acting
reasonably,at the sole expense of the Tenant.
During construction,the works to be carried out by the Tenant,shall be
maintained in all respects in a state of good repair by the Tenant,including
keeping the site in a sound,neat,safe and clean condition to the satisfaction of
the Landlord.If the site is not kept in a state of good repair,upon seven (7)
business days written notice to the Tenant (or such shorter time as may be
required in the case of an emergency or other urgent matters or as otherwise
provided herein),the Landlord shall have the right to do any work necessary to
fulfill this condition and all costs incurred by the Landlord shall be recovered
from the Tenant and may be recovered as Additional Rent.
11.REPAIR,MAINTENANCE INCLUDING THE RIGHT TO INSPECT
The Tenant covenants that during the term of this MOU and any renewal
thereof,the Tenant shall keep the Subject Lands 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 Tenant shall be responsible for all wear and tear
to the Hangar and shall affect all repairs as necessary.Save and accept the
Landlord’s,or its agent’s,contractor’s and employee’s negligence or intentional
actions,at no time is the Landlord responsible for any repairs or damage to the
Hangar or the Subject Property.
The Tenant shall permit the Landlord or a person authorized by the Landlord to
enter the Subject Lands including the Hangar to examine the condition thereof
and view the state of repair at reasonable times:
and if upon such examination repairs are found to be necessary,written
notice of the repairs required shall be given to the Tenant by or on behalf
of the Landlord and the Tenant shall make the necessary repairs within
the time specified in the notice;and,
if the Tenant refuses or neglects to keep the Subject Lands including the
Hangar in good repair the Landlord may,but shall not be obliged to,
make any necessary repairs,and shall be permitted to enter the Subject
Lands and Hangar,including by its servants or agents,for the purpose
of effecting the repairs without being liable to the Tenant for any loss,
damage or inconvenience to the Tenant in connection with the
Landlord’s entry and repairs.If the Landlord makes such repairs the
Tenant shall pay the cost of them immediately as Additional Rent.
Subject to any renewal,upon the expiry of the Term or other determination of
this MOU the Tenant agrees to surrender peaceably the Subject Lands to the
Landlord in a state of good repair and subject to the conditions contained in this
Article 9(3).The Tenant may remove the Hangar provided the Tenant places
the Subject Lands 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
MOU.At any time during the Term,expiry of the Term,if an Act of Default
occurs or upon termination of this MOU if the Tenant is in arrears of any rent
whatsoever the Tenant agrees that the Landlord 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 Tenant until the lien is paid
in full with all accrued interest and legal fees.
(2)
(3)
(1)
(2)
(a)
(b)
(3)
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(4)The Tenant shall immediately give written notice to the Landlord of any
substantial damage that occurs to the Subject Lands including the Hangar from
any cause.
The Tenant hereby agrees that at no time is the Landlord responsible for any
damage,including damage to property or personal injury,as a result of the
Tenant’s use of the Subject Property,Airport or Property and the Tenant hereby
waives any cause of action in law,equity or by statute as against the Landlord
for any loss.The Tenant acknowledges that it shall not institute any claim or
make any demand against the Landlord,or anyone that may claim indemnity
from the Landlord,for any personal injury or damage to property,including
aircraft,as a result of the Tenant’s use (including storage)of the Hangar,Airport
or Property.The Tenant acknowledges that the use of the Airport,Hangar or
Property is at its own risk.
The Tenant hereby forever releases the Landlord from any and all claims in
law,equity or by statute as a result of any intentional or negligent acts of any
other Tenant 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 Tenant or its agents,customers,employees,
contractors or invitees.
(5)
(6)
12.ALTERATIONSAND ADDITIONS
(1)If the Tenant,during the Term of this MOU or any renewal of the MOU,
desires to make any alterations or additions to the Subject Property,including
but not limited to;erecting partitions,attaching equipment,and installing
necessary furnishings or additional equipment of the Tenant’s business but not
including erecting a new hangar or any other accessory building,the Tenant
may do so at his own expense provided that any and all
additions to the Subject Lands made by the Tenant must comply with any
requirement of the Landlord including Schedule “B”and all applicable building
code standards and by-laws of the municipality in which the Subject Lands are
located and any federal or provincial statutes,rules or regulations.
The Tenant shall agree to pay Rent at the rate prescribed above,based upon
the area of the Hangar subsequent to any addition or alteration.
The Tenant 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
Subject Property.
No sign,advertisement or notice shall be inscribed,painted or affixed by the
Tenant,or any other person on the Tenant’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 Landlord’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 Director of Operations and Development,or
designate,in writing.
The Tenant agrees,at its own expense and by whatever means may be
necessary,immediately to obtain the reMOU or discharge of any encumbrance
that may be registered against the Landlord’s property in connection with any
additions or alterations to the Subject Lands made by the Tenant or in
connection with any other activity of the Tenant.
The Tenant shall,at his own expense,if requested by the Landlord,remove
any or all additions or improvements made by the Tenant to the Subject Lands
during the Term and shall repair all damage caused by the installation or the
removal or both.
The Tenant shall not bring onto the Subject Lands or any part of the Subject
Lands any machinery,equipment or any other thing that might in the opinion of
the Landlord,by reason of its hazardous nature,weight,size or use,damage
alterations or
(2)
(3)
(4)
(5)
(6)
(7)
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the Subject Lands or the Property.If the Subject Lands or Property are
damaged the Tenant shall restore the Subject Lands or Property immediately
or pay to the Landlord the cost of restoring the Subject Lands or Property.
13.INSURANCE
(1)The Tenant covenants to keep the Landlord indemnified and save harmless the
Landlord at all times against all claims,suits,procedures,actions and demands
(including but not limited to all legal costs)\A/hatsoever 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 Subject Property,Airport and Property or the subletting or
assignment of same or any part thereof.And the Tenant further covenants to
indemnify the Landlord with respect to any encumbrance on or damage to the
Subject Lands occasioned by or arising from the act,default,or negligence of
the Tenant,its officers,agents,servants,employees,contractors,customers,
invitees or licensees.The Tenant agrees that the foregoing indemnity shall
survive the termination of this MOU notwithstanding any provisions of the MOU
to the contrary.
The Tenant shall carry insurance in its own name insuring against the risk of
damage to the Tenant’s property and the Hangar within the Subject Lands
caused by fire or other perils.
The Tenant shall carry such general 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
Subject Lands and Tenant’s occupation of the Subject Property.Such
insurance policy shall contain no airport site exclusion.
All insurance policies in this Section 11 including this Article shall name the
Landlord,where applicable,as an insured and loss payee and the policy shall
include a cross-liability endorsement.All policies shall be applicable as primary
insurance,taking precedence over any other insurance protection owned by
the Landlord.The Tenant shall insure that each insurance policy contains a
waiver of subrogation rights which the insurer may have against the Landlord
and the persons for whom is legally responsible.
Upon demand of the Landlord,the Tenant shall provide a copy of any and all
policies of insurance including renewals and terms of such policies to the
Landlord.If any policy of insurance is canceled the Tenant shall inform the
Landlord without delay of such cancellation and shall obtain a replacement
policy without delay on the same terms as set out in this Section 11.Under no
circumstances shall delivery of and review by the Landlord of any certificate set
forth or any insurance policy or any other proof of existence of the insurance
coverage reMOU the Tenant of its obligations to take out insurance in strict
compliance with the present provisions or constitute a waiver in favour of the
Tenant of any of the Landlord's rights.
(2)
(3)
(4)
(5)
14.ACKNOWLEDGMENT BY TENANT
(1)The Tenant agrees that it 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 Landlord a statement in writing certifying:
that this MOU is unmodified and is in full force and effect (or if
modified stating the modifications and confirming that the MOU is
in full force and effect as modified);
the amount of Rent being paid;
the dates to which Rent has been paid;
other charges payable under this MOU which have been paid;
particulars of any prepayment of Rent or security deposits;and.
(a)
(b)
(c)
(d)
(e)
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SUBORDINATION AND POSTPONEMENT
This MOU and all the rights of the Tenant under this MOU are subject and
subordinate to any and all charges against the land,buildings or improvements
of which the Subject Lands 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 Landlord’s interest in
the Property.
Upon the request of the Landlord the Tenant will execute any form required to
subordinate this MOU and the Tenant’s rights to any such charge,and will,if
required,attorn to the holder of the charge.
No subordination by the Tenant shall have the effect of permitting the holder of
any charge to disturb the occupation and possession of the Subject Lands by
the Tenant as long as the Tenant performs his obligations under this MOU.
15.RULES AND REGULATIONS
The Tenant agrees on behalf of itself and ail persons entering the Subject Lands 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 MOU and as the
Landlord may make and/or amend from time to time.
(1)
(2)
(3)
16.NOTICE
Any notice required or permitted to be given by one party to the other pursuant
to the terms of this MOU may be given
To the Landlord at:
(1)
Tillsonburg Regional Airport
Attn:Airport Manager
244411 Airport Rd
South-West Oxford,On
N4G 4H1
Fax:519-842-3445
To the Tenant at the Subject Lands or at:
BlueStar Hangar Inc.
50 Clearview Drive
Tillsonburg ON N4G 4GH
ATTN:Michael Perovich,President
The above addresses may be changed at any time by giving ten (10)days
written notice.
Any notice given by one party to the other in accordance with the provisions of
this MOU 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.
(2)
(3)
17.REGISTRATION
The Tenant shall not at any time register notice of or a copy of this MOU on title to the
Property of which the Subject Lands form part without consent of the Landlord.
18.INTERPRETATION
The words importing the singular number only shall include the plural,and vice
versa,and words importing the masculine,feminine or neutral gender shall
include the other genders,and words importing persons shall include firms and
corporations and vice versa.
(1)
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(2)Unless the context otherwise requires,the word “Landlord”and the word
“Tenant”wherever used herein shall be construed to include the executors,
administrators,successors and assigns of the Landlord and Tenant,
respectively.
When there are two or more Tenants bound by the same covenants herein
contained,their obligations shall be joint and several.
(3)
19.MISCELLANEOUS
(1)Unless otherwise stipulated,parking,if applicable,in the common parking area
shall be in common and unreserved.
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 Tenant is in default underthe terms
of the MOU which include but are not limited to:
its obligations to pay Rent,Base Rent and/or Additional Rent;
non-repair or maintenance of the Subject Property:
changed its use of the Subject Property:or,
used the Subject Lands in any manner contrary to Article 7.
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 MOU.
This MOU 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.
The Tenant hereby agrees that it has had an opportunity to review the terms of
this MOU and seek independent legal advice.
Should any provision of this MOU 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.
This MOU and its schedules 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 MOU shall be binding unless
executed in writing by the Parties.
The Tenant agrees that it has not relied upon any representation ,promise or
warranty of the Landlord with respect to the condition of the Subject Property,
Hangar or any representation or promise of the Landlord to repair,renovate or
otherwise alter the Subject Lands in any manner prior to or after
(2)
(a)
(b)
(c)
(d)
(3)
(4)
(5)
(6)
(7)
(8)
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Memorandum of Understanding -Town of Tillsonburg &BlueStar Hangar Ino.-October,2023
Tenant’s Initials
commencement of the Term.The Parties agree that the Subject Lands are
being offered to the Tenant in an “as is”condition.The Tenant shall not call ondemandtheLandlordtoperformanyrepairsorrenovationspriortoorafter
it obtains possession.The Tenant acknowledges that it has performed its ownduediligenceinestablishingthestateofrepairoftheSubjectLandsincluding
the Hangar.
or
In Witness of the foregoing covenants the Landlord and the Tenant have executed this
Memorandum of Understanding.
Landlord
Deb Gilvesy,Mayor
The Corporation of the Town of Tillsonburg
Landlord
Kyle Pratt,Chief Administrative OfficerTheCorporationoftheTownofTillsonburgWehaveauthoritytobindtheCorporation.
Witness Mike Perovich,President
BlueStar Hangar Inc.
Tenant
MemorandufTi of Understanding -Town of Tillsonburg &BlueStar Hangar Inc -October,2023
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