4094 ATT01 - Lease Agreement - John VieraitisTHIS AGREEMENT made in quadruplicate this 21 day of MARCH 2017.
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
hereinafter called the Lessor, of the First Part,
and-
JOHN VIERAITIS
hereinafter called the Lessee, of the Second Part
WHEREAS the Lessor is the owner of lands hereinafter described
a) Lands located on the south side of flwy 3, legally described as part of Lots l and 2,
Concession 5, North of Talbot Road, and more particularly described as, Parts 1, 2, 3,
4, 13 and part of Part 12 and 15, RI3 41R-8336, consisting of approximately 37 acres
of arable land;
b) Lands located on the east side of Highway 19 (Vienna Road), legally described as Lot
1613, Lot 16388, Plan 500; part of Lots 8 and 9, Concession 4, North of Talbot Road,
P -onsisting of approximately 17 acres of farmable land, and including: ` , I
L U........._ ;513 u 6 f r, I'ar.i, f1 1141I\'UYJU; J
ii. Unnamed Road adjacent to Lots 1612, 1613 and 1614; and,
c) Lands located on the west side of Rokeby Sideroad, legally described as Lot 1641,
Plan 500, MID Con 4 North of Talbot Road, Pt Lot 10, being part of Parts 1 & 2, Plan
41R-8386 (Oxford Registration #)/37R-10038, consisting of approximately 27 acres
of arable land;
collectively the "Lands")
AND WHEREAS the Lessor is desirous of leasing the Lands to the Lessee and the Lessee is
desirous to lease the Lands for agricultural purposes subject to the conditions hereinafter set forth
in this agreement (the "Lease").
NOW THEREFORE THIS INDENTURE WITNESSETH
PAYMENT
The Lessee covenants with the Lessor that the Lessee shall pay annual rent for the Lands as set
out below to the Lessor by two payments each year during the term of this Lease. The first
payment of which shall constitute 50% of annual rental fee and shall be due and payable no later
than April 1 of each year that this Lease remains in force and the remaining 50% of the annual
rental fee shall be due and payable on November 30 of each year that this Lease remains in force:
a) Annual rent of $17,625 based on a blended rate of $225 per acre (the "Base Rent").
2. TERM
The term of the Lease shall be from April 1, 2017 to December 31, 2019 (the "Lease Term').
The Lease Term can be extended for additional one (1) year terms by the Lessor in its sole and
absolute discretion. There is no representation or warranty of the Lessor that it must, shall or
will extend the Lease Term.
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CONDITION OF THE LANDS
The Lessee acknowledges and agrees that it is leasing the Lands in its current condition "as is"
and the Lessee has conducted all inspections and performed its own due diligence to determine
the suitability of the Lands for the Lessee's use. The Lessee acknowledges that the Lessor has
made no representation or warranty and provides no covenant, representation or warranty
concerning soil conditions, the existence of any items below the surface, and/or the
environmental status of the Lands at any time. The Lessee acknowledges having inspected the
property prior to signing this Lease and has relied upon its inspection regarding the suitability,
condition, and state of repair of the Property. The Lessee further acknowledges that it has
conducted its own due diligence as the size of the Lands and the size of the arable part of the
Lands and not relied upon any representation or warranty of the Lessor. The Lessee
acknowledges that Base Rent shall not alter if size of the arable land is less than as set out in this
Lease.
4. USE
a) The Parties agree that the crops to be grown on the Lands shall be agreed upon by the
Parties prior to planting and shall generally be a soybean, wheat, rye, corn or organic
com, vegetable or organic edamame or hay crops.
b) The Lessee shall not do or permit to be done on the Lands anything which may:
i. Constitute a nuisance;
ii. Cause damage to the Lands;
iii. Cause injury or annoyance to occupants of neighbouring premises;
iv. Make void or voidable any insurance upon the Lands;
v. Constitute a breach of any by-law, status, order or regulation of any
municipal, provincial or other competent authority relating to the Lands; and,
vi. Create any environmental hazard.
c) 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,
amended 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 Article 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.
d) In order to operate this farm efficiently and to maintain it is high state of productivity
of the Lands, the Lessee covenants as follows:
i. To allow any incoming lessee or purchaser to enter upon the Lands after
harvest in the last year of the Lease Term and have reasonable privileges and
right-of-way to work on the Lands;
ii. To prepare a soil analysis prior to the commencement of the Term and a
second soil analysis at the end of the Lease Term or sixty days after a
Termination Notice has been served by either Party (the "Soil Tests"). The
cost of the Soil Tests shall be payable by the Lessee without contribution of
the Lessor. The Lessee shall provide the Lessor a copy of each of the Soil
Tests within 10 of the Lessee's receipt of the Soil Tests;
iii. To remove all crops from the ground at the end of the Lease Term; and,
iv. It will not construct any buildings upon the Lands.
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5. RIGHT TO SELL SUBJECT LANDS
The Lessee acknowledges that the Lessor shall have the right to sell any part or parts of the
Lands upon sixty (60) days notice, in writing, and upon expiry of such notice the Lessee shall
surrender that part (or all if required by the notice) of the Lands sold by the Lessor and subject to
the condition that if the Lessor sells and requires possession of any or all of the subject lands on
which an agricultural crop is growing, the Lessee shall be compensated for any and all expenses
incidental to growing such crop and the Base Rent shall be revised to take into account the
adjustment of that part of the Lands not surrendered (if any) throughout the balance of the Lease
Term. The Lessee must provide to the Lessor detailed accounting of the costs incurred for the
lands in order to be reimbursed for the loss of the growing crops. The Lessee shall not demand,
claim or plead any damages, costs, monies or compensation from the Lessor of any kind
whatsoever and howsoever except as specifically provided for in this paragraph 5. The Lessee
waives any and all claims, damages and/or losses for future income, profits or monies due to the
surrender of some or all of the Lands.
6. FARM BUSINESS REGISTRATION NUMBER
The Lessee shall be required to provide prool'of'valid Farm Business Registration Number
OFA, CFFO or proof of exemption) to the Lessor prior to commencement of the Lease Term.
7. QUIET ENJOYMENT OF LANDS
IT IS further specifically agreed by and between the Parties hereto that the Lessor covenants with
the Lessee for quiet enjoyment of the Lands. Notwithstanding the foregoing, the Lessor shall be
permitted to access the Lands for any purpose(s), with the costs of any minor crop damage being
borne by the Lessee.
1 1.x.910103 1Wi1
The Lessee acknowledges and agrees that it wil! not assign or sublet the Lands without approval
by the Lessor, which may be withheld by the Lessor at its sole and absolute discretion. The
Lessee further covenants that it will not conduct any business, trade, enterprise or objects on the
Lands other than to use the Lands for its own agricultural purposes pursuant to the terms and
conditions contained in this Lease.
IM -181 %lerely
The Lessee shall obtain Farm liability insurance of at least Two Million Dollars ($2,000,000),
covering injury to, or destruction of person or property, for which the Lessee may be held liable.
The Lessee must obtain Farm Liability insurance on a form of coverage issued by an insuring
company acceptable to the Town, which names the Town as an additional insured and contains a
Cross Liability Clause. The Lessee shall provide the Town, by the 1st day of May in each year
during the term hereof, with an insurance certificate showing the required insurance coverage.
10. INDEMNIFICATION
The Lessee covenants to keep the Lessor indemnified and save harmless the Lessor at all times
against any and all claims, suits, proceedings, actions and demands (including but not limited to
all legal costs) whatsoever and howsoever arising by any person, entity or corporation whether in
respect of damage, loss or death to person or property, arising out of or occasioned by the
maintenance, use or occupancy of the Lands or the subletting or assignment of same or any part
thereof. And the Lessee further covenants to 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.
11. MAINTENANCE
The Lessee covenants to maintain all of the Lands pursuant to this Lease in good condition at all
times during the Lease Term, any extension of the Lease Term and any overholding periods (if
any). The Lessee further covenants to keep the Lands free from refuse and shall not store an),
refuse, garbage, motor vehicles or any items on the Lands that may be considered by the Lessor
to be noxious, hazardous or refuse.
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12. IMPROVEMENTS TO LANDS
The Lessee agrees that all improvements to the Lands for the purposes of increasing agriculture
production are at the Lessee's sole cost and subject to the approval ofthe Lessor in the Lessor's
sole and absolute discretion. Notwithstanding the foregoing, the Lessor may consider entering
into a second agreement for proposals that significantly expand the area available for agricultural
production at the Lessor's sole discretion.
13. BANKRUPTCY
The Lessee acknowledges and agrees that if during the Lease Term any of the goods or chattels
of the Lessee shall at any time during the said term be seized or taken in execution or in
attachment by any creditor of the Lessee, or if the Lessee shall make any assignment for the
benefit ofcreditors, or becoming bankrupt or insolvent debtors, the then current and next ensuing
balance of Base Rent shall immediately become due and payable and the said term shall, at the
option of the Lessor, immediately become forfeited and determined and in such case, the Lessor
may re-enter and take possession of the said lands as though the said lands was holding over
after the expiration of the said term.
14. TERMINATION FOR CONVENIENCE
T IS further hereby agreed between the Parties hereto that this Lease may be terminated by
either party in such parties' sole and absolute discretion by providing to the other Party sixty (60)
days written notice prior to the termination date or the expiration of the lease term. In the case
where the Lessor terminates the Lease, the provisions of Paragraph 5 above shall be in effect. If
the Lessee terminates the lease it shall be responsible to pay a pro -rated Base Rent to the date of
termination, pay all items required by paragraph 4 of this Lease and the Lessor shall not be
responsible to reimburse the Lessee for the loss or damages for the abandoned growing crops.
15. TERMINATION OF THE CONTRACT FOR CAUSE
In the event of any material default of this Lease by the Lessee, the Lessor shall have the right to
provide written notice of such default and demand that the deficiency of program be rectified
within five (5) working days or such longer period as may be agreed upon by the Lessor. If the
said default is not rectified or steps are not take to rectify the situation according to the agreed
upon plan, the Lessor shall be entitled to issue a written notice of termination for cause with no
less than thirty (30) days notice and all Base Rent and amounts owing pursuant to paragraph 4 of
this Lease shall be payable to the Lessor by the Lessee within thirty (30) days from termination.
16. DEFAULT
An Act of Default has occurred when:
a) The Lessee has failed to pay Rent for a period of 60 consecutive days from the date
that payment has been requested by the Lessor;
b) The Lessee has breached his covenants or failed to perform any of his obligations
under this Lease plus:
i. The Lessor has given notice specifying the nature of the default and the steps
required to correct it; and,
ii. The Lessee has failed to correct the default as required by the notice;
c) Any insurance policy is canceled or not renewed by reason of the use or occupation
of the Lands, or by reason of non-payment of premiums;
d) The Lands:
i. 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.
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When an Act of Default on the part of the Lessee has occurred:
a) The current year's rent together with the next years' rent shall become due and
payable immediately; and,
e) The Lessor shall have the right to terminate this Lease and to re-enter the Lands and
deal with them as he may choose.
If, because an Act of Default has occurred, the Lessor exercises his right to terminate this Lease
and re-enter the Lands prior to the end of the Term, the Lessee shall nevertheless be liable for
payment of Rent and all other amounts payable by the Lessee in accordance with the provisions
of the Lease until the Lessor has rc-let the Lands or otherwise dealt with the Lands in such
manner that the cessation of payments by the Lessee will not result in loss to the Lessor and the
Lessee agrees to be liable to the Lessor, until the end ofthe Term of this Lease for payment of
any difference between the amount of Rent hereby agreed to be paid for the Term hereby granted
and the Rent any new Lessee pays to the Lessor.
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.
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.
17. NOTICE
Notice to either party shall be given at the following addresses:
If to the Lessor:
Development Commissioner
The Corporation of the Town of Tillsonburg
200 Broadway, Suite 204
Tillsonburg, ON N4G 5A7
Fax: 519-842-9431
If to the Lessee:
John Vieraitis
712383 Middletown Line
Tillsonburg, ON N4G 4G8
The Lessee shall not at any time register notice ofor a copy of this Lease on title to the Lands or
any part thereof without consent of the Lessor.
16. MISCELLANEOUS
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.
This Lease, 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.
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.
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This Lease 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.
The Lessee hereby agrees that they have had an opportunity to review the terms of this Lease and
seek independent legal advice.
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.
This Lease constitutes the entire agreement between the Parties hereto pertaining to the subject
matter hereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties and there are no warranties,
representations or other agreements between the Parties in connection with the subject matter
hereof, except as specifically set forth herein. No supplement, modification, waiver or
termination of this Lease shall be binding unless executed in writing by the Parties.
The Lessee shall not call on or demand the Lessor to perform any repairs or renovations prior to
or after it obtains possession.
IT IS HEREBY declared and agreed that the expressions "Lessor" and "Lessee" wherever used
in this indenture shall, when the context allows, include, be binding on and enure to the benefit
of not only the Parties hereto, but also their respective executors, administrators and assigns.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals.
SIGNED, SEALED AND )
DELIVERED in the )
Presence of )
E HEN MOLNAR, MAYOR DATE
DONNA WILSON, CLERK DA E
THE L ; SSEE
r,`.T "lig r 2;: Zc1%
J11 VIERAITIS DATE
P IDENT
I have the authority to bind the corporation
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APPENDIX A — SUBJECT PROPERTIES
3001 HWY 3 (37 ACRES OF FARMABLE LAND)
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Farmable lands include the "tongue" of land that extends south of the red dashed
line
Located on the southwest corner of Fiwy 3 and Clearview Dr intersection
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VIENNA RD (17 ACRES OF FARMABLE LAND)
Vol
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I - - LEGEND
1AM1 SCALE
VATM (M)
SANMAXY(-)
27.6 EV. HYDRO
NATUMLOAS(=0 12k
SM ARZA "
ROKEBY RD (27 ACRES OF FARMABLE LAND)
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LEGENDrR
1.40M SCAM
WATM
WMARY
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NATURAL OAS
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