3683 Schedule "A" - To authorize a Library Land Lease Agreement with The County of OxfordWHEREAS
LEASE
(LAND LEASE FOR LIBRARY)
Made this /3 th day of March, 2013.
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSON BURG
(hereinafter referred to as the "Lessor")
-and-
County of Oxford
(hereinafter referred to as the "Lessee")
The Lessor owns land municipally described as 2 Library Lane, Tillsonburg, Ontario (the "Lands")
(see attached Schedule "A").
Contained on the Lands is a building (the "Building") which contains the Tillson burg Library (the
"Library").
The Lessor and Lessee entered into a separate agreement (the "Purchase Agreement") whereby
the Lessor is to sell the Building to the Lessee but not the Lands on which the Building is situated.
As part of the Purchase Agreement the Parties agree that the Lessor is to lease to the Lessee the
Lands and the Lessee is to operate the Library in the Building.
In consideration of the covenants, agreements, warranties and payments herein set forth and provided
for, the Parties hereto respectively covenant and agree as follows:
1. GRANT OF LEASE
(1) The Lessor leases the Lands to the Lessee:
2. RENT
(a) at the Rent set forth in Section 2;
(b) for the Term set forth in Section 3; and
(c) subject to the conditions and in accordance with the covenants, obligations and
agreements herein.
(1) Rent means the amounts payable by the Lessee to the Lessor pursuant to this Section
and includes Additional Rent
(2) The Lessee covenants to pay to the Lessor annual rent of $2.00 plus H.S.T. (as
applicable) ("Base Rent").
(3) The Lessee further covenants to pay all other sums required by this Lease to be paid by
it and agrees that all amounts payable by the Lessee to the Lessor or to any other party
pursuant to the provisions of this Lease shall be deemed to be additional rent ("Additional
Rent") whether or not specifically designated as such in this Lease.
(4) The Lessor and the Lessee agree that it is their mutual intention that this Lease shall be a
completely carefree triple net lease for the Lessor and that the Lessor shall not, during
the Term of this Lease, be required to make any payments in respect to the Lands other
than charges of a kind personal to the Lessor and to effect the said intention of the
parties the Lessee promises:
(a) to pay as Additional Rent: any business taxes, property taxes, municipal taxes,
municipal levies and licenses if applicable;
(b) to pay for or provide servicing and maintaining the Lands and Building and shall
include the following:
(i) All utilities and services to and in the Building of any kind whatsoever;
(ii) heating, ventilating and air-conditioning as applicable;
(iii) providing hot and cold water and other utilities and services to the
building as applicable;
(iv) all maintenance, renovation and repairs to the Building and Lands;
(v) snow shoveling, sanding, salting, ice removal and snow removal on
walkways, wheelchair ramps and sidewalks;
(vi) Keep the walkways free of garbage and refuse;
(vii) landscaping associated with the Lands including cutting the surrounding
grass and weed control as applicable;
(viii) to maintain liability insurance coverage in an amount no less than
$5,000,000.00 naming the Lessor as an additional named insured party;
(ix) garbage and recycling collection and/or removal; and,
(x) all provincial and federal sales taxes as applicable.
(5) The Lessee hereby agrees to indemnify and protect the Lessor from any liability accruing
to the Lessor in respect of the expenses payable by the Lessee.
3. TERMS AND POSSESSION
(1) The Lessee shall have possession of the Lands for a period of twenty years,
commencing on the 20th day of March, 2013 (the "Commencement Date") and ending on
the 19th day of March, 2033 (the "Term"). The Lessee shall have the right to terminate
this Lease upon providing the Lessor no less than 365 days written notice, after which
time section 1 0(2) hereof shall apply
(2) Subject to the Lessor's rights under this Lease, and as long as the Lessee is in good
standing, the Lessor covenants that the Lessee shall have quiet enjoyment of the Lands
during the Term of this Lease without any interruption or disturbance from the Lessor or
any other person or persons lawfully claiming through the Lessor.
(3) The Lessee shall pay the cost of hydro, gas, water, heating, air-conditioning and for all
other services and utilities as may be provided to the Building. The Lessee shall arrange
with the local authority for connection of gas, electricity and water in the name of the
Lessee.
(4) The Lessee acknowledges that the walkways on the Lands are for the exclusive use of
the Lessee and are at the sole risk of the Lessee.
(5) The Lessee agrees that pursuant to the Purchase Agreement the Lessee shall provide
unrestricted access to the Lands and Building to the Lessor, or its contractors, employees
or agents to access the solar panels on the roof of the Building and the electrical
equipment I components in the Building upon request by the Lessor for the purposes of
maintenance, inspection, removal, replacement and/or repair. The Lessee
acknowledgers that at all times the solar panels and all electrical equipment, components,
meters and wiring is the exclusive property of the Lessor or its contractors or agents.
(6) At no time shall the Lessee interfere with or disrupt the solar panels and/or equipment I
components in or on the Building and/or Lands.
(7) The Parties agree that Library Lane does not form part of the Lands but the Parties agree
that the Lands include the following:
4. ASSIGNMENT
(a) the green and vacant areas from the east side of the Building extending to
the west edge of sidewalk on the west side of Broadway;
(b) the green and vacant areas from the south side of the Building extending to
the north edge of the sidewalk known as Library Lane;
(c) all walkways, steps, wheelchair ramp and walkway and ramp coverings from
the south side of the Building extending to the north edge of the sidewalk
known as Library Lane;
(d) all walkways, green areas and vacant areas from the west side of the
Building extending to the east edge of a sidewalk that connects Washington
Grand Avenue to the parking lot to the west of Library Lane; and,
(e) all walkways, green areas and vacant areas from the north side of the
Building extending to the south edge of the sidewalk on the south side of
Washington Grand Avenue.
(1) The Lessee shall not assign this Lease or sublet the whole or any part of the Lands
unless they first obtain the consent of the Lessor in writing, which consent shall not
unreasonably be withheld and provided the sub-lessee and/or assignee signs a written
acknowledgement that he/she will be bound by the terms, conditions and rules as
provided for in this Lease. The Lessee hereby waives its right to the benefit of any
present or future Act of the Legislature of Ontario which would permit the Lessee to
assign this Lease or sublet the Lands without the Lessor's consent.
(2) The consent of the Lessor to any assignment or subletting shall not operate as a waiver
of the necessity for consent to any subsequent assignment or subletting.
(3) Any consent given by the Lessor to any assignment or other disposition of the Lessee's
interest in this Lease or in the Lands shall not relieve the Lessee from his obligations
under this lease, including the obligation to pay Rent, Base Rent and Additional Rent as
provided for herein.
5. USE
(1) During the Term of this Lease the Building and Lands shall not be used for any purpose
other than as the Library without the express written consent of the Lessor given in
writing. The Lessee shall not construct a new library or any other building on the Lands
except in accordance to the terms of this Lease. The Parties agree that if at any time the
Lessee decides not to operate the Library then it shall notify the Lessor upon three
hundred and sixty five days notice (365) of its intention not to operate the Library. The
Parties agree that the Parties shall enter into good faith negotiations for the repurchase of
the Building by the Lessor from the Lessee for the fair market value of the Building as of
the time of repurchase and if the Parties cannot agree then they shall sell the Building
and Lands to a third party pursuant to paragraph 1 0(2) of this Lease.
(2) The Lessee shall not do or permit to be done at the Lands and/or Building anything which
may:
(a) Constitute a nuisance;
(b) Cause damage to the Lands;
(c) Cause injury or annoyance to occupants of neighboring premises;
(d) make void or voidable any insurance upon the Lands;
(e) constitute a breach of any by-law, status, order or regulation of any municipal,
provincial or other competent authority relating to the Building, Lands or Library;
and,
(f) Create any environmental hazard. The Lessee shall not store, allowed to be
stored or do anything that creates hazardous waste or toxic material as defined
by the Environmental Protection Act or any related or successor legislation. If any
order is made by any level of government, including all agencies, Crown
corporations plus municipal bodies, or Court is made as a result of the Lessee's,
or its servants, directors, employees, invitees, customers or agents, actions or
inaction under this Paragraph or Paragraph 5(2)(e) then the Lessee shall satisfy
the terms of such order including, but not limited to, paying all costs of the work
required and shall indemnify and save the Lessor harmless from any costs,
including legal costs, if the Lessor suffers any damages or pays any costs
associated with such order.
(3) The Lessee shall
(a) Not use the Building for any purpose other than a Library without the
Lessor's consent;
(b) Not store any flammable products on the Lands;
(c) Comply with all rules and regulations of all the Lessee's contractors,
employees, agents, customers and invitees; and,
(d) Provide proof of documentation showing current and proper insurance
coverage.
6 REPAIR AND MAINTENANCE
( 1) The Lessee covenants that during the term of this Lease, the Lessee shall keep the
Lands (including but not limited to the soil of the Lands) and Building in good condition,
reasonable wear and tear included, by rendering such necessary repairs and regular
maintenance to the Building and Lands. The Lessee acknowledges that it is solely
responsible for the care, repair, maintenance, renovation and status of the Building
without contribution from the Lessor.
7. ALTERATIONS AND ADDITIONS
(1) If the Lessee, during the Term of this Lease or any renewal of the Lease, desires to make
any alterations or additions to the Lands including, but not limited to, walkways,
landscaping, sodding and erecting any type of structure the Lessee may do so at its own
expense provided that any and all alterations or additions to the Lands made by the
Lessee must comply with all applicable building code standards and by-laws of the
municipality in which the Lands are located and any federal or provincial statutes, rules or
regulations.
(2) The Lessee shall be responsible for and pay the cost of any alterations, additions,
installations or improvements that any governing authority, municipal, provincial or
otherwise, may require to be made in, on or to the Lands.
(3) The Lessee agrees, at his own expense and by whatever means may be necessary,
immediately to obtain the release or discharge of any encumbrance and/or lien that may
be registered against the Lands in connection with any additions or alterations to the
Lands made by the Lessee or in connection with any other activity of the Lessee.
(5) Prior to commencement of any renovation the Lessee shall provide to the Lessor
evidence of the required liability insurance and satisfactory proof of Workplace Safety
and Insurance Board insurance for the general contractor.
8. INSURANCE & INDEMNIFICATION
(1) The Lessee covenants to keep the Lessor indemnified and save the Lessor harmless
against any and all claims and demands whatsoever for any reason at law, equity,
statute, negligence, contract or tort by any person corporation or entity whether in respect
of death and/or damage to person or property, arising out of or occasioned by the
Lessee's maintenance, renovation, construction, use or occupancy of the Building and
Lands or the subletting or assignment of same or any part thereof. The Lessee further
covenants to indemnify the Lessor with respect to any encumbrance on or damage to the
Lands occasioned by or arising from the act, default, or negligence of the Lessee, its
officers, agents, servants, employees, contractors, customers, invitees or licensees. The
Lessee agrees that the foregoing indemnity shall survive the termination of this Lease
notwithstanding any provisions of the Lease to the contrary.
(2) The Lessor covenants to keep the Lessee indemnified and save the Lessee harmless
against any and all claims and demands whatsoever for any reason at law, equity,
statute, negligence, contract or tort by any person corporation or entity whether in respect
of death and/or damage to person or property, arising out of or occasioned by the
Lessor's use of the Lands or any part thereof. The Lessor agrees that the foregoing
indemnity shall survive the termination of this Lease notwithstanding any provisions of the
Lease to the contrary.
(3) The Lessee shall carry insurance in its own name insuring against the risk of damage to
the Building and Lands caused by fire or other perils.
(4) The Lessee shall carry such public liability and property damage insurance including
personal injury and property damage coverage with at least five million ($5,000,000.00)
dollars in limits of each occurrence with respect the Building and Lands and the Lessee's
use of the Lands and Building.
(5) The Lessor shall carry such public liability and property damage insurance including
personal injury and property damage coverage with at least five million ($5,000,000.00)
dollars in limits of each occurrence with respect the Lands and the Lessor's use thereof.
(6) All insurance policies in this Section 8 including this Paragraph shall name the Lessor or
the Lessee, as the case may be, where applicable, as an additional named insured and
the policy shall include a cross-liability endorsement.
(7) Upon demand of the Lessor, the Lessee shall provide a copy of any and all policies of
insurance including renewals and terms of such policies to the Lessor. If any policy of
insurance is canceled the Lessee shall inform the Lessor without delay of such
cancellation and shall obtain a replacement policy without delay on the same terms as
set out in this Section 8.
(8) Upon demand of the Lessee, the Lessor shall provide a copy of any and all policies of
insurance including renewals and terms of such policies to the Lessee. If any policy of
insurance is canceled the Lessor shall inform the Lessee without delay of such
cancellation and shall obtain a replacement policy without delay on the same terms as
set out in this Section 8
9. ACTS OF DEFAULT AND LESSOR'S REMEDIES
( 1) An Act of Default has occurred when:
(a) The Building:
(i) Has become vacant or remain unoccupied. For the purposes of this
section the Parties agree that the terms "vacant and "unoccupied" shall
mean no use or utilization of the Building; or,
(ii) Is used by any other person or persons, or for any other purpose than as
provided for in this Lease without the written consent of the Lessor.
(b) The Lessee has failed to pay the Additional Rent, breached its covenants or
perform such obligations as contained in this Lease and has received thirty (30)
days written notice from the Lessor to correct such deficiency;
(2) When an Act of Default on the part of the Lessee has occurred:
(a) The Lessor shall have the right to terminate this Lease and the Lands and
Building shall be dealt with in accordance with section 1 0(2) hereof.
(3) If, because an Act of Default has occurred, the Lessor exercises its right to terminate this
Lease, the Lessee shall nevertheless be liable for payment of all amounts payable by the
Lessee in accordance with the provisions of the Lease.
(4) If when an Act of Default has occurred, the Lessor chooses not to terminate the Lease
and re-enter the Lands, the Lessor shall have the right to take any and all necessary
steps to rectify any or all Acts of Default of the Lessee and to charge the costs of such
rectification to the Lessee and to recover the costs as Rent.
(5) If, when an Act of Default has occurred, the Lessor chooses to waive his right to exercise
the remedies available to him under this Lease or at law the waiver shall not constitute
condonation of the Act of Default, nor shall the waiver be pleaded as an estoppel against
the Lessor to prevent his exercising his remedies with respect to a subsequent Act of
Default. No covenant, term, or condition of this Lease shall be deemed to have been
waived by the Lessor unless the waiver is in writing and signed by the Lessor.
10. RENEWAL AT END OF TERM AND CONSEQUENCE OF TERMINATION OR NON RENEWAL
(1) If the Lessee remains in possession of the Lands after termination of this Lease as
aforesaid and if the Lessor then accepts rent for the Lands from the Lessee, it is agreed
that such over holding by the Lessee and acceptance of Rent by the Lessor shall create
a monthly tenancy only but the tenancy shall remain subject to all the terms and
conditions of this Lease except those regarding the Term.
(2) The Parties agree that it is their mutual intention that at the end of the Term of this Lease
then the lease shall be renewed upon such conditions and terms as agreed between the
Parties and such decision to renew by the Lessor shall not be unreasonably withheld.
The Parties further agree that although it is their mutual intention to renew the lease
nevertheless either party may decide not to renew the lease for any reason. The Parties
acknowledge that upon such renewal all terms and conditions shall be negotiated
between the Parties. If the Parties do not renew this Lease then the Parties agree that
the Lessor shall have an option to purchase the Building at fair market value in an
amount to be determined by the Parties, with such sale to be concluded within 120 days
of the termination of this Lease. The Lessor and Lessee shall enter into good faith
negotiations to determine the purchase price and such other terms as required by the
Parties. If the Lessor does not purchase the Building then the Lands and Building shall be
listed for sale and the proceeds of sale shall be paid to the Parties. The Parties agree
that they shall jointly retain a qualified commercial real estate appraiser that will appraise
the Lands as if the Lands were vacant and the Building as if the Building was located on
lands with zero value. The proportionate value of the two appraisals shall then determine
the respective Parties percentage of the net sale proceeds.
(3) If the Building is damaged or destroyed, in whole or in part, by fire or other peril, then the
rent hereby reserved shall continue to accrue after the day that such damage occurred,
or while the process of repair is going on, and the Lessee shall repair the Building with all
reasonable speed, and the Lessee's obligation to pay Rent shall continue throughout the
repairs;
11. NOTICE
( 1) Any notice required or permitted to be given by one party to the other pursuant to the
terms of this Lease may be given
To the Lessor at:
Town of Tillson burg Corporate Office
Att: GAO
200 Broadway, Suite 204
Tillsonburg, Ontario N4G 5A7
Fax: 519.842.9431
To the Lessee at the Building or at:
County of Oxford
21 Reeve Street
Woodstock, ON N4S 7Y3
(2) The above addresses may be changed at any time by giving ten (10) days written notice.
(3) Any notice given by one party to the other in accordance with the provisions of this Lease
shall be deemed conclusively to have been received on the date delivered if the notice is
served personally or seventy-two (72) hours after mailing if the notice is mailed.
12. INTERPRETATION
(1) The words importing the singular number only shall include the plural, and vice versa,
and words importing the masculine gender shall include the feminine gender, and words
importing persons shall include firms and corporations and vice versa.
(2) Unless the context otherwise requires, the word "Lessor" and the word "Lessee"
wherever used herein shall be construed to include the executors, administrators,
successors and assigns of the Lessor and Lessee, respectively.
(3) When there are two or more Lessees bound by the same covenants herein contained,
their obligations shall be joint and several.
13. MISCELLANEOUS
(1) The Lessee acknowledges that there is no designated parking areas on the Lands and
any parking spaces near the Lands are not reserved or designated for use by employees,
patrons, customers or users of the Library and/or Building.
(2) If a dispute should arise between the Parties in the interpretation of this Agreement then
both parties agree that such dispute shall be referred to binding arbitration and be bound
by the result of such arbitration. The terms, form and procedure of the arbitration shall be
in accordance with the Arbitration Act or any successor legislation. The parties further
agree that the arbitrator shall be jointly chosen and the arbitrator shall have the ability to
award costs of the arbitration. This clause shall not apply if the Lessee is in default under
the terms of the Lease which include but are not limited to:
(a) its obligations to pay Rent, Base Rent and/or Additional Rent;
(b) non-repair or maintenance of the Lands and/or Building;
(c) subleased the Lands without the authorization of the Lessor;
(d) changed its use of the Building; or,
(e) used the Lands in any manner contrary to Paragraph 5.
(3) This Lease and Purchase Agreement, including any Schedule attached, shall constitute
the entire agreement between the Lessor and Lessee. There is no representation,
warranty, collateral agreement or condition which affects this agreement other than
expressed herein.
(4) In the event that any clause herein should be unenforceable or be declared invalid for
any reason whatsoever, such enforce ability or invalidity shall not affect the enforce ability
or validity of the remaining portions of the covenants and such unenforceable or invalid
portions shall be severable from the remainder of this Lease.
(5) This Lease shall be construed and enforced in accordance with the laws of the Province
of Ontario.
(6) Should any provision of this Lease require judicial interpretation or arbitration, it is agreed
that the court or arbitrator interpreting or construing the same shall not apply a
presumption that the terms thereof shall be more strictly construed against one party by
reason of the rule of construction that a document is to be construed more strictly against
the party who itself or through its agent prepared the same, it be agreed that both parties
have participated in the preparation hereof.
(7) This Lease and Purchase Agreement constitute the entire agreement between the
Parties hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether
oral or written, of the parties and there are no warranties, representations or other
agreements between the Parties in connection with the subject matter hereof, except as
specifically set forth herein. No supplement, modification, waiver or termination of this
Lease shall be binding unless executed in writing by the Parties.
(8) The Lessee agrees that it has not relied upon any representation, promise or warranty of
the Lessor with respect to the condition of the Lands and/or Building, or any
representation or promise of the Lessor to repair, renovate or otherwise alter the Lands
and/or Building in any manner prior to or after commencement of the Term. The Parties
agree that the Lands and Building are being offered to the Lessee in an "as is" condition.
The Lessee shall not call on or demand the Lessor to perform any repairs or renovations
prior to or after it obtains possession. The Lessee acknowledges that it has performed its
own due diligence in establishing the state of repair of the Building and Lands.
(9) The Lessee shall not do or suffer any waste or damage, disfiguration or injury to the
Lands or services to the BuHding. No part of the Lands shall be used for any dangerous,
noxious or offensive trade or business. The Lessee shall not do anything or permit
anything to be brought on the Lands which the Lessor may reasonably deem to be a
nuisance. The Lessee shall take every reasonable precaution to protect the Lands and
surrounding premises from danger of fire, water damage or the elements. The Lessee
shall not allow any ashes, refuse, garbage or other loose objectionable material to
accumulate in, or about the Lands and will at all times keep them in a clean and
wholesome condition. The Lessee shall not carry on any business or operation or permit
anything to be done on the Lands which contravenes any provision of the Environmental
Protection Act, its amending or successor legislation, and shall not discharge any
pollutant or contaminant into the natural environment, as those terms are defined in the
Environmental Protection Act.
(10) Unless due to the Lessor, its agents, officers, employees, contractors, invitees and
licenses negligent act or omission, the Lessor shall not in any event whatsoever be liable
or responsible in any way for any personal injury or death or property damage that may
be suffered or sustained by the Lessee or any employees of the Lessee or any other
person who may be on the Lands including all patrons and customers of the Library or for
any loss or damage or injury to any property belonging to the Lessee or to its employees
or to any other person while such property is on the Lands. In particular (but without
limiting the generality of the foregoing) the Lessor shall not be liable for any damage to
any such property caused by steam, water, rain or snow which may leak into, issue, flow
from any part of the Lands or any adjoining premises or areas or from any water, steam,
sprinkler or drainage pipes or plumbing works or from any other quarter or for any
damage caused by or attributable to the condition or arrangement of any electrical or
other wiring or for any damage caused by anything done or omitted to be done by any
neighbouring premises.
(11) No condoning or waiver by either the Lessor or Lessee of any default or breach by the
other at any time or times in respect of any of the agreements, terms, covenants and
conditions contained in this Lease to be performed or observed by the other shall be
deemed or construed to operate as a waiver of the Lessor's or Lessee's rights under this
Lease, as the case may be, in respect of any continuing or subsequent default or breach
nor so as to defeat in any way the rights or remedies of the Lessor or Lessee under this
Lease, as the case may be, in respect of any such continuing default or breach.
(12) The Parties agree that nothing in this Lease, including the length of the Term, creates
any ownership by the Lessee in the Lands. At all times ownership of the Lands shall
remain with the Town and nothing at law, equity or by statute or by this Lease shall deem
or vest any ownership in the Lessee of the Lands. The Parties agree that as they are
municipalities then they are exempt from any provisions in the Planning Act which
prohibit leases longer than twenty one years.
In Witness of the foregoing covenants the Lessor and the Lessee have executed this Lease.
(!)'ik!rf Lessor
John Less1f, Mayor
The Corporation of the Town of Tillsonburg
and
Lessor
Donna Wilson, Clerk
The Corporation of the Town of Tillsonburg
We have authority to bind the Corporation.
County of Oxford
Warden Donald E
q;{Md,dLL 0 ._lltt( /
Clerk c_y'enda J. Tabor
We have authority to bind the Corporation
Schedule 'A'
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Address: 2 Library Lane
PIN: 00032-0048
Roll No: 3204-040-040-11
Legal Description: Plan 50
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