Loading...
4321 Schedule A - Airport Hanger Agreement - Ernest WestILLSONBURG AIRPORT HANGAR LEASE This Lefase is made this 24 day of June, 2019 (the "Effective Date"). BETWEEN THE CORPORATION OF THE TOWN OF TILLSONBURG -and- ErnestWest 59 Glendale Drive, Tillsonburg, Ontario N4G-1J6 (the "Landlord") (the "Tenant") WHEREAS the Landlord bwns all and singular that certain parcel or tract of land and premises situated, lying and being in the Tojnship of South West Oxford in the County of Oxford, being compromised of: PT LT 3-4 CON 7 DEREfj!AM; LT 5-6 CON 7 DE RE HAM; PT LT 7 CON 7 DEREHAM PT 1, 2, 3, 4 & 5, 41R2877, PT 2 & 3, 41Rl2714, PT 1, 2 & 3, 41R4343, PT 1, 2, 3 & 4, 41R4545; SIT 406551; SOUTH- WEST OXFORD; , PIN: 00016-0089 (LT); LRb#41; municipal address being ~44411 Airport Road, Tillson burg, ON N4G 4H1; referred to herein as the !"Property", the "Airport" or the "Tillsonburg Airport" upon which is located the Tillsonburg Airport which i~ owned and operated by the Landlord. In consideration of the !'venants, agreements, warranties and payments herein set forth and provided for, the sum of two doll rs ($2.00) paid by each party to the other and other good and valuable consideration, the recei, t and sufficiency of which is hereby acknowledged, the Parties hereto ' respectively covenant anl agree as follows: 1. LEASED PREMllES (1) The Lea ed Premises shall consist of a portion of the Tillson burg Airport identified as Taxiway <G1 Lot#3 on the plan attached as Schedule "A", being the area upon which the Tenant's ~irplane hangar shall be located plus one (1) metre of land extended beyond the (2) (3) (4) exterior prrimeter of the Tenant's airplane hangar building (the "Leased Premises"). Notwithst1mding the above, the Landlord reserves the right to assign an alternate lot to the Tenaj.t on thirty (30) days' written notice at any time prior to the commencement of constructi n of the Tenant's hangar. The Lan lord covenants and agrees to the construction by the Tenant of an airplane hangar oJ the Leased Premises being a Hangar, (the "Hangar'') subject to the provisions ~~~~~~~r=~'-B". The Tenant shall complete the construction of the Hangar at its sole cost The Lan~lord covenants and agrees that the Hangar on the Leased Premises is not owned byl the Landlord but is owned by the Tenant. 2. GRANT OF LEASE (1) The Landlord leases the Leased Premises to the Tenant: (a) a the Rent set forth in Section 3; (b) fdr the Term set forth in Section 4; and (c) sLbject to the conditions and in accordance with the covenants, obligations and abreements herein including schedules. (2) The Landllord covenants that it has the right to grant the leasehold interest in the Leased Premises free from encumbrances except as disclosed on title. 3. RENT (1) Rent me~ns the amounts payable by the Tenant to the Landlord pursuant to this Section and inclu~es Additional Rent. (2) The Tenant covenants to pay to the Landlord, during the Term of this Lease rent as Landlord's Initials ~J-Tenant's Initials.µ)__ -1- (3) (4) 2 follows (tie "Base Renf'): for every year of the Term, the total sum of $1,044.00 per annum (b sed upon $0.2900 per square foot of Hangar building area) plus H.S.T., and any other applicable services tax which may accrue on account of the Landlord collecting rent, pay ble yearly in advance. Base Rent shall commence on the first day of the Term. If the firs~day of the Term is not January 1st then Base Rent for the first year of the term shall be p orated until December 31 of the initial year. Base Rent shall then be due on 1st day of th year commencing on January 1st, 2020 and every 1st day of January thereafter. The Parti~s further agree that the Landlord may, in their sole and absolute discretion, increase lhe Base Rent annually in accordance with the Town of Tillsonburg Rates and Fees Byl~w, as amended. If the square footage of the Hangar on the Leased Premises expands fhen the Base Rent shall accordingly increase in proportion to the additional square footage. The Tena~! further covenants to pay all other sums required by this Lease to be paid by ii and agrees that all amounts payable by the Tenant to the Landlord or to any other party pursuant lo the provisions of this Lease shall be deemed to be additional rent ("Additional Renf') whether or not specifically designated as such in this Lease. The Land ord and the Tenant agree that it is their mutual intention that this Lease shall be a complelely carefree net lease for the Landlord and that the Landlord shall not, during the Terml of this Lease, be required to make any payments in respect the Leased Premises other than charges of a kind personal to the Landlord (such as income and estate ta es and mortgage payments) and to effect the said intention of the parties the Tenant prmises: (a) t pay as Additional Rent: business taxes, real estate taxes and licenses if abplicable; (b) td pay all annual fees in accordance with the Town of Tillsonburg Rates and Fbes Bylaw, as amended, as Additional Rent for such expenses incurred by the L~ndlord for the maintenance and servicing of the Airport; and, , (c) td pay the Landlord a one-time capital recovery charge, based on actuals, for the L~ndlord to construct the associated hangar apron, if applicable; and, (d) td pay for or provide servicing and maintaining the Leased Premises and the Hlangar and shall include the following: (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 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 Leased Premises or that the services or utilities can be extended to the Leased Premises; (ii) snow removal and landscaping on the Leased Premises including cutting the grass and weed control of the Leased Premises including the one (1) metre area around the perimeter of the Hangar; (iii) all repair, service and maintenance to the Hangar including reasonable wear and tear; and, (iy) to pay airport infrastructure fees in accordance with the Town of Tillsonburg Rates and Fees Bylaw, as amended. (5) The Tenant hereby agrees to indemnify and protect the Landlord from any liability accruing lo the Landlord in respect of the expenses payable by the Tenant as provided for herein.I (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 by whomsoever make brought or prosecuted, 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 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, Landlord's Initials _.. =--a --Tenant's Initials f;.fJ)__ ' (6) (7) (8) (9) 3 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. Additional Rent shall be payable yearly in advance on the same dales stipulated for payment If Base Rent in Section 3 (2). All payments to be made by the Tenant pursuant to this Lease are to be in Canadian funds byl bank draft, money order or cheque payable to the Landlord and shall be delivered to the Landlord at the Landlord's address for service set out in Section 17 or to such oth r place as the Landlord may from lime to time direct in writing. All Rent ii arrears and all sums paid by the Landlord for expenses incurred which should have be n paid by the Tenant shall bear interest from the dale payment was due, or made, or expense incurred at a rate per annum equal to the prime commercial lending rate of th Landlord's bank plus two (2) per cent. The TeJnt acknowledges and agrees that the payments of Rent and Additional Rent provided\ for in this Lease shall be made without any deduction for any reason whatsoe er unless expressly allowed by the terms of this Lease 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. 4. TERMS AND PO$SESSION (1) (2) (3) The Tenant shall have possession of the Leased Premises for a period of twenty years, six mont~s (the "Term"), commencing on the 24 day of June, 2019 and ending on the 1st day of January, 2040. The TenLI shall pay any and all connection costs for hydro, gas, water, heating, air- conditio:ng and for all other services and utilities as may be provided to the Leased Premise . The Tenant shall arrange with the local authority for connection of gas, electricit and water in the name of the Tenant. Nothing in this paragraph or lease is a warranty or representation by the Landlord that any utilities or services are extended to the Leased Premises or can be extended to the Leased Premises. Subject ti 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 Leased temises during the Term of this Lease without any interruption or disturbance from the I and lord or any other person or persons lawfully claiming through the Landlord. 5. ABATEMENT o1 RENT DURING CONSTRUCTION PERIOD (1) So long as the Lease has been fully executed, the Tenant has provided the Landlord with proof of t0e Tenants insurance, and the Tenant has paid the first and last month's Rent to be held ~s a deposit, the Landlord shall provide the Tenant with possession of the Leased ~remises for a period of up to six (6) months commencing on the Effective Date for the purposes of constructing the Hangar on the Leased Premises. All terms of the Lease s~all 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 ofloccupancy of the Hangar or the expiry of the six (6) month construction period whichevdr occurs first. (2) In the exnt the Tenant has not completed construction of the Hangar within the six (6) month c nstruction period, the Landlord, in its sole and absolute discretion, may extend the cons ruction period upon written request of the Tenant or terminate this Lease of which thln the Tenant's deposit provided in Section 5 (1) would be forfeited. 6. ASSIGNMENT (1) The Ten nt shall not assign this Lease or sublet the whole or any part of the Leased Premises unless they first obtain the consent of the Landlord in writing, which consent shall not ~nreasonably be withheld and provided the sub-Tenant and/or assignee signs a written aciknowledgement that he/she will be bound by the terms, conditions and rules as provided I for in this Lease. The Tenant hereby waives its right to the benefit of any present Ir futu--re Act of the Legislature of Ontario which would permit the Tenant to assign th s Lease or sublet the Leased Premises without the Landlord's consent. LaaillOffi', """"=T T_,., "'""" 1,IJ • (2) (3) (4) 7. USE (1) (2) (3) 4 The cons~nt of the Landlord to any assignment or subletting shall not operate as a waiver of the ne~essity for consent to any subsequent assignment or subletting. Any consent given by the Landlord to any assignment or other disposition of the Tenant's interest irt this Lease or in the Leased Premises shall not relieve the Tenant from its obligationb under this lease, including the obligation to pay Rent, Base Rent and Additional Rent as provided for herein. If all or [ore than 50% of the shares in the Tenant should be sold, assigned or transferre in any manner to a person other than the Tenant, then such transferee shall be bound by the terms and conditions of this Lease. During lhf Term of this Lease the Leased Premises shall not be used for any purpose other Iha~ 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 han~ar or any other building on the Leased Premises except in accordance to the terms of ti ,is Lease. The Tenlnt shall not do or permit to be done at the Leased Premises anything which may: (a) contravene any Airport use, standards, or tenant policy as established by the Lkndlord from time to time; (b) (c) (d) (e) (f) c~use damage to the Leased Premises; c~use injury or annoyance to occupants of neighbouring premises; rrjake void or voidable any insurance upon the Leased Premises; 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 Leased Premises including any septic bed or other property, equipment or appurtenances; and, c1eate an environmental hazard. The Tenant shall not store, allowed to be slored 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 o(der 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 it~ servants, directors, employees, invitees, customers or agents, actions or i action under this Article or Article 7(2)(e) above or as a result of the septic bed s stem used by the Tenant then the Tenant shall satisfy the terms of such order i eluding, but not limited to, paying all costs of the work required and shall i demnify and save the Landlord harmless from any costs, including legal costs, if the Landlord suffers any damages or pays any costs associated with such oter. The Tenart shall: (a) not interfere in the use of the Airport or any other use of the Property. The Tenant atknowledges that there are other uses of the Property and it shall not interfere i~ any other use of the Property. The Tenant further acknowledges that there are olher Tenants and users of the Airport and it shall not unreasonably interfere in t~e 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 c~use or constitute a nuisance, safety violation or hazard to any other Tenant or (b) (c) (d) (e) (f) (g) (h) (i) ary user of the Airport who are acting reasonably; comply with all federal and provincial transportation guidelines, regulations, rules, b~-laws, statutes, directives and any other such matter that governs the flight, u e or operation of aircraft; n t block or obstruct the taxiways or runway and permit the ingress and egress to adjacent hangars, aprons and parking areas; npt 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 Leased Premises; nht start any aircraft in the Hangar; nht store any items on the Leased Premises, surrounding Property or in the H~ngar other than aircraft and related aircraft items except as specifically Pjlrmitted in this agreement; not store any flammable products inside the Hangar or on the Leased Premises \Mith the exception of fuel or necessary aircraft related products; nbtify the Landlord of any public activities and/or events no less than thirty (30) d~ys before such activity and/or event with approval by the Landlord, in its sole ard absolute discretion and such approval not to be unreasonably withheld, U) comply with all rules and regulations of the Airport and ensure the compliance of all the Tenant's contractors, employees, agents, customers and invitees; and, (k) ptov1de proof of documentation showing current and proper insurance coverage ct any aircraft stored inside the Hangar. ' .. Landlord's Initials ~ Tenant s lm!Ials __!w I • (4) (5) (6) 5 The Tenart covenants and agrees that the Landlord may require the adjustment in the Airport leases and as such may demand the Tenant move the Hangar and the location of the Leasdd Premises. The Landlord shall compensate the Tenant for any expenses in moving t±1 Hangar as agreed between the Parties. The Ten nt shall be permitted to construct and maintain one (1) aircraft hangar (the "Works") , n the Leased Premises as follows· (a) th~ dimensions of the Hangar shall be 60 feet by 60 feet for a total floor area of 3t00 square feet; (b) th style of the Hangar shall be either a pole barn style building or a metal frame b~ilding; (c) thr siding, siding colour, roof colour, hanger number, and height of the building w~I be maintained in accordance with current Airport standards as approved by th Landlord; (d) th 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 (e) (f) (g) (h) (i) Landlord; arly construction or renovation shall comply with the construction requirements of tht Landlord in its sole and absolute discretion including the construction rehuirements detailed in Schedule "B" to this Lease and all applicable building c9de standards and by-laws of the municipality in which the Leased Premises are ~ ' ated and any federal or provincial statutes, rules or regulations; pr or to the commencement of construction, the Tenant shall submit, at its sole st, a site plan and drainage/grading plan which shall include, but not limited to, th information required in this Article 7(5) of this Lease and the proposed floor elevation, which all shall be subject to the approval of the Landlord; thb Tenant agrees to maintain the lot grading during and after construction and el1 ction of the Hangar and shall comply with the lot grading and drainage re uirements of the Landlord at the sole cost of the Tenant; o lain 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 rrlaintenance and nothing in this Lease shall render the Landlord responsible for a~y such costs The Lan~trd acknowledges that it has granted access to the Tenant for the Tenant to maneuve~ its aircraft from the Hangar to the adjacent taxiway and runway of the Airport. Further, !tile Landlord hereby grants to the Tenant, its successors and assigns, free and uninterru ed access in, over, upon, across or through the Hangar apron area, defined as 6 metres ide and 21.4 metres from the front of the Hangar to the adjacent taxiway. The Landlord @rants 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, successo¥, assigns, servants, agents, employees and contractors including all necessary vehicles, equipment and machinery, from time to time, for the purposes of installing, 1maintaining, replacing, and reconstructing a suitable surface treatment to the Hangar awron as approved by the Landlord in its sole and absolute discretion. Any cost of installirtg, removing, maintaining, replacing and/or reconstructing the Hangar apron shall be Jt the sole expense of the Tenant without contribution of the Landlord. The Tenant cdvenants 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. fhe Tenant hereby releases the Landlord from any and every claim which may or might a ise out of the proper exercise by the Tenant of any of the rights granted herein. 8. CONSTRUCTIO IMPLEMENTATION SCHEDULE (1) The Ten nt hereby undertakes to complete the work herein in accordance with the 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 timeframef will only be allowed if approved in writing by the Landlord. Failure to comply may resull in the Tenant being in default of this Agreement and the Landlord may seek remedy p~rsuant to this Agreement. The Lan~lord approved work shall be carried out by the Tenant in a proper and professio~al manner so as to do as little damage or disturbance as possible to the Airport (2) (3) lands or tpe Airport's infrastructure. The Tenant shall repair and make good all damage and distufance that may be caused to the Airport lands or the Airport's infrastructure, to the satisflction 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 if, a state of good repair by the Tenant, including keeping the site in a sound, neat, safel 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 lite as may be required in the case of an emergency or other urgent matters or Landlord's Initials ~J--Tenant's Initials ..t;_o.J --r. 6 as otherwjse 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. 9. REPAIR AND M~INTENANCE (1) The Ten~nt covenants that during the term of this Lease and any renewal thereof, the Tenant sTall keep the Leased Premises and Hangar in good condition including all alteration~ and additions made thereto, and shall, with or without notice, promptly make all need! repairs and all necessary replacements as would a prudent owner. The Tenants all be responsible for all wear and tear to the Hangar and shall affect all repairs as nece sary. Save and accept the Landlord's, or its agent's, contractor's and employees negligence or intentional actions, at no time is the Landlord responsible for any repai\S or damage to the Hangar or the Leased Premises. (2) The Ten!t shall permit the Landlord or a person authorized by the Landlord to enter the Leased Premises including the Hangar to examine the condition thereof and view the state of r pair at reasonable times: (3) (4) (5) (6) (a) (d) ~-fd if upon such examination repairs are found to be necessary, written notice of t~e repairs required shall be given to the Tenant by or on behalf of the Landlord ard the Tenant shall make the necessary repairs within the time specified in the notice; and, if I the Tenant refuses or neglects to keep the Leased Premises including the Hbngar in good repair the Landlord may, but shall not be obliged to, make any n~cessary repairs, and shall be permitted to enter the Leased Premises and ~ 1 ngar, including by its servants or agents, for the purpose of effecting the r pairs without being liable to the Tenant for any loss, damage or inconvenience t the Tenant in connection with the Landlord's entry and repairs. If the Landlord akes such repairs the Tenant shall pay the cost of them immediately as Arditional Rent. Subject t9 any renewal, upon the expiry of the Term or other determination of this Lease the Tena~! agrees to surrender peaceably the Leased Premises to the Landlord in a state of good repair and subject to the conditions contained in this Article 9(3). The Tenant may remove t~e Hangar provided the Tenant places the Leased Premises back into a similar condition las it was in prior to the construction of the Hangar even if the construction of the Hangar predated this Lease. At any time during the Term, expiry of the Term, if an ' Act of Default occurs or upon termination of this Lease if the Tenant is in arrears of any rent wha~oever the Tenant agrees that the Landlord shall be permitted to register such lien on je Hangar under the Personal Property Security Act and possession of the Hangar ill not be obtained by the Tenant until the lien is paid in full with all accrued interest a [ d legal fees. The Tenant shall immediately give written notice to the Landlord of any substantial damage tat occurs to the Leased Premises including the Hangar from any cause. The Ten nt hereby agrees that at no time is the Landlord responsible for any damage, including amage to property or personal injury, as a result of the Tenant's use of the Leased P±emises, Airport or Property and the Tenant hereby waives any cause of action in law, quity or by statute as against the Landlord for any loss. The Tenant acknowle ges that it shall not institute any claim or make any demand against the Landlord, lor 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, Hhngar or Property is at its own risk. The Tena~t hereby forever releases the Landlord from any and all claims in law, equity or by statut~ as a result of any intentional or negligent acts of any other Tenant and/or user of the Prf.perty and/or Airport, or their agents, contractors, invitees, customers or employee that may cause death, personal injury or property loss to the Tenant or its agents, customers, employees, contractors or invitees. 10. ALTERATIONS 1ND ADDITIONS (1) If the Tenant, during the Term of this Lease or any renewal of the Lease, desires to make any alterijions or additions to the Leased Premises, including but not limited to; erectin. g partitions, attaching equipment, and installing necessary furnishings or additional equipmen of the Tenant's business but not including erecting a new hangar or any other accesso building, the Tenant may do so at his own expense provided that any and all alterations or additions to the Leased Premises made by the Tenant must comply with any requillement of the Landlord including Schedule "B" and all applicable building code standards and by-laws of the municipality 1n which the Leased Premises are located and '"' ""l' oc pro,locial ,mrure,, ru ,s m ., "••oos. , .. . Landlord's Initials ="'-==-r-Tenant s Imtrnls _ltJ I ' (2) (3) (3) (4) (5) (6) 7 The Ten1nt shall pay Rent at the rate prescribed in paragraph 3 above based upon the area of thfl Hangar subsequent to any addition or alteration. The Tenant shall be responsible for and pay the cost of any alterations, additions, installatiots or improvements that any governing authority, municipal, provincial or otherwise, may require to be made in, on or to the Leased Premises. No sign, dvertisement 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 locatrd along the facade of the Hangar's front and provided it complies with the Landlordf' 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 u less it has been approved in every respect by the Landlord in writing. The Ten nt agrees, at its own expense and by whatever means may be necessary, immediat~ly to obtain the release or discharge of any encumbrance that may be registered against the Landlord's property in connection with any additions or alterations to the Le~sed Premises made by the Tenant or in connection with any other activity of the Tena1t. The TenJnt shall, at his own expense, if requested by the Landlord, remove any or all additions br improvements made by the Tenant to the Leased Premises during the Term and shall repair all damage caused by the installation or the removal or both. The Tenant shall not bring onto the Leased Premises or any part of the Leased Premises any mac inery, equipment or any other thing that might in the opinion of the Landlord, by reason of its hazardous nature, weight, size or use, damage the Leased Premises or the Property. If the Leased Premises or Property are damaged the Tenant shall restore the Leased P emises or Property immediately or pay to the Landlord the cost of restoring the Leased P emises or Property. 11. INSURANCE (1) (2) (3) (4) (5) The Tenlnt covenants to keep the Landlord indemnified and save harmless the Landlord at all tim s against all claims, suits, procedures, 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 ocdsioned by the maintenance, use or occupancy of the Leased Premises, Airport and Pro~erty or the subletting or assignment of same or any part thereof. And the Tenant f rther covenants to indemnify the Landlord with respect to any encumbrance on or dama e to the Leased Premises occasioned by or arising from the act, default, or negligen9e of the Tenant, its officers, agents, servants, employees, contractors, customers, invitees or licensees. The_ Tenant agrees that the foregoing indemnity shall survive tl1e termination of this Lease notwithstanding any provisions of the Lease to the contrary. The Ten nt shall carry insurance in its own name insuring against the risk of damage to the Tena]t's property and the Hangar within the Leased Premises caused by fire or other perils. The Ten nt shall carry such general liability and property damage insurance including personal f jury and property damage coverage with at least two million ($2,000,000.00) dollars in limits of each occurrence with respect to the Leased Premises· and Tenant's occupatio of the Leased Premises. Such insurance policy shall contain no airport site exclusion. All insuralce policies in this Section 11 including this Article shall name the Landlord, where apl~licable, as an insured and loss payee and the policy shall include a cross- liability endorsement. All policies shall be applicable as primary insurance, taking precedenbe 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 mky have against the Landlord and the persons for whom is legally responsible. Upon de!and of the Landlord, the Tenant shall provide a copy of any and all policies of insuranc~ including renewals and terms of such policies to the Landlord. If any policy of insuranc~ 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 i~ 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 release the Tenant of its obligations to take out insuranc in strict compliance with the present provisions or constitute a waiver in favour of the Te I ant of any of the Landlord's rights. 12. ACTS OF DEFAULT AND LANDLORD'S REMEDIES (1) An Act oflDefault has occurred when: Landlord's Initials """"' . Tenant's _Initials W (2) (3) (a) (b) 8 t~e Tenant has failed to pay Rent for a period of 45 consecutive days from the date that payment was required to be paid to the Landlord; t~e Tenant has breached its covenants or failed to perform any of its obligations under this Lease for a period of 45 consecutive days and: (i) the Landlord has given ten (10) days' notice specifying the nature of the default and the steps required to correct it; and, (iii) the Tenant has failed to correct the default as required by the notice; (c) trle Tenant has: (i) become bankrupt or insolvent or made an assignment for the benefit of creditors; (if,) had its property seized or attached in satisfaction of a judgment; (i'i) had a receiver appointed; (i ) 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, (~) taken action with a view to dissolution or liquidation; ( d) ary required insurance policy is cancelled or not renewed by reason of the use or O!'cupation of the Leased Premises, or by reason of non-payment of premiums; (e) tHe Leased Premises: (i) has become vacant or remain unoccupied for a period of 180 consecutive days. For the purposes of this section the Parties agree that the terms "vacant and "unoccupied" shall mean no use or utilization of the Hangar and/or no storage of necessary tools, implements or equipment in the Hangar; 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 Landlord; (f) f~ilure to install or remedy faulty work, if,I in the opinion of the Landlord the Tenant: i. is not proceeding or causing to be proceeded the works 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 completion, 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 rejected by the Landlord as defective or unsuitable; or v. has defaulted performance of the terms and conditions of this agreement; then, in ~ny such instance, the Landlord shall promptly notify the Tenant, in writing, of such def ult or neglect and if such notification be without effect within ten (10) business days afte such notice, the Landlord shall thereupon have full authority and power to purchase materials and employ workers and machines for the proper completion of the works at ~he cost and expense of the Tenant. The cost of such work shall be calculated by the La dlord whose decision shall be final and be paid to the Landlord by the Tenant on dema d. Should payment not be received following the issuance of an invoice from the Landlord, the Landlord shall collect same as Additional Rent in addition to any other remedy a1tailable to the Landlord. It is furthJ understood and agreed between the parties hereto that such entry upon the Premise ~hall be as an agent for the Tenant and shall not be deemed, for any purposes whatsoever, as an acceptance of the works by the Landlord. When an ~ct of Default on the part of the Tenant has occurred: (a) t~e current year's Rent together with the next years' Rent shall become due and payable immediately; and, (b) t~e Landlord shall have the right to terminate this Lease and to re-enter the Leased Premises and deal with them as it may choose. If, becau~e an Act of Default has occurred, the Landlord exercises its right to terminate this Lease and re-enter the Leased Premises prior to the end of the Term, the Tenant shall nev~rtheless be liable for payment of Rent and all other amounts payable by the Tenant in accordance with the provisions of the Lease until the Landlord has re-let the Leased Premises or otherwise dealt with the Leased Premises in such manner that the cessation of payments by the Tenant will not result in loss to the Landlord and the Tenant agrees to be liable to the Landlord, until the end of the Term of this Lease for payment of di d's Initials I Lan or I Tenant's Initials .W. ,, (4) (5) 9 any difference between the amount of Rent hereby agreed to be paid for the Term hereby granted ahd the Rent any new Tenant pays to the Landlord. If when a~ Act of Default has occurred, the Landlord chooses not to terminate the Lease and re-en~er the Leased Premises, the Landlord shall have the right to take any and all necessaJ steps to rectify any or all Acts of Default of the Tenant and to charge the costs of such r lctification to the Tenant and to recover the costs as Rent. . If, when an Act of Default has occurred, the Landlord chooses to waive its right to exercise !he remedies available to it 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 Landlord to prevent his exercising his remedies with respect to a subsequert Act of Default. No covenant, term, or condition of this Lease shall be ~;~~ee~atd~oar~e been waived by the Landlord unless the waiver is in writing and signed 13. TI'RMONATION tON NOTOCE ANO AT ENO OF TERM (1) If the Le 8 f i:1 Premises and/or Property are subject to an Agreement of Purchase and (2) (3) (4) (a) The Landlord shall have the right to terminate this Lease, notwithstanding that t~e Term has not expired, by giving ninety (90) days' notice (the "Notice") in ~riling to the Tenant and, at the Tenant's option, the Landlord shall pay to the T~nant the fair market value for the Hangar or the Tenant agrees to remove the H ngar and comply with Articles 9(3) and 10(5) of this Lease. Upon expiry of the N lice 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 ol this Article and Articles 13(3) and 13(4) fair market value shall be determined as of the date of the issuing of the Notice. If the Tel 1 ant remains in possession of the Leased Premises after termination of this Lease as aforesaid and if the Landlord then accepts Rent for the Leased Premises from the Tena~!, it is agreed that such overholding by the Tenant and acceptance of Rent by the Landlfrd shall create a monthly tenancy only but the tenancy shall remain subject to all the terris and conditions of this Lease except those regarding the Term. The Parties agree thaf if the Term is not renewed then upon expiry of the Term or if the Tenant is an overholdi\g tenant then either Party may terminate the lease upon sixty (60) days written notice to he other party and the Tenant shall comply with Articles 9(3) and 10(5) of this Lease. Other thah a termination of this Lease in accordance with Article 13(1) of this Lease, the Landlord shall, at any time and notwithstanding that the Term has not expired, have the unqualifieb right to terminate this Lease upon one year's prior written notification (the "Notice") 1f 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 the Hangar, if erecte~ by the Tenant, unless the Tenant agrees to remove the Hangar and comply with Artie es 6(3) and 7(5) of this Lease, and the Tenant shall provide such vacant possessi n upon the expiry of the Notice provided the Landlord pays to the Tenant a bonus of i500.00. The Parti1s agree that it is their mutual intention that at the end of the Term of this Lease the lease1 shall be renewed upon such conditions and terms as agreed between the Parties. Jhe Parties further agree that although it is their mutual intention to renew the lease ne.F.rtheless either party may decide not to renew the lease for any reason. The Parties aqknowledge that upon such renewal all terms and conditions shall be negotiated between lhe Parties. If the Parties do not renew this Lease then the Parties agree that the Land!rd shall be granted the Right of First Refusal to purchase the Hangar (the "Option"). The Tenant covenants that it will not sell the Hangar, or any part thereof, to any pers 1n, firm or corporation, without first providing the Landlord to exercise its Option as set ou, in the terms of this paragraph. Upon the Tenant receiving a bona fide offer-in writing (t~e "Third Party Offer'') the Tenant shall deliver to the Airport Office, 244411 Airport R0ad, Township of South-West Oxford, Ontario, a copy of the Third Party Offer and the L~ndlord shall have twenty business days (the "Notice Period") from the date of receipt oflthe Third Party Offer to exercise the Option to match the Third Party Offer. If the Landlord exercises its option in the Notice Period then it must inform the Tenant at the PropJrty in writing that it will purchase the Tenant's interest in the Hangar on the same terrinl s and conditions, or more favourable terms to the Tenant at the Landlord's discretion, as contained in the Third Party Offer (the "Landlord's Offer''). If the Landlord exercises! its Option in the Notice Period then the Tenant must sell the Hangar to the Landlord upon the terms and conditions as contained in the Landlord's Offer. If the Landlord ~oes not exercise its option in the Notice Period then the Tenant shall be at liberty to accept the Third Party Offer provided that there are no modifications to the Third Party OffJr. If any modifications are made to the Third Party Offer then the Landlord shall be:cermi ted to exercise its option pursuant to the terms of this ~aragraph. For the Landlord's Initials . Tenant s Imtials _ffd____ I • 10 purpose 91 this paragraph, if the Tenant is a corporation, the word "sell", in addition to its ordinary ~eaning, shall be deemed to mean and include a sale or disposition of the corporate shareholding of the Tenant by the person or persons who, at the date of the commenc men! of the lease holds or hold a majority of the corporate shares. Subjectto the conditt1ons contained in Article 4 of this Agreement, the Parties agree that prior to the expiry of his Lease if the Tenant seeks to assign this Lease to a third party then the Landlord ill agree to examine a proposal to extend the term of this Lease however nothing in I this paragraph shall require the Landlord to accept any amendment of the term or newte1m. 14. ACKNOWLEDGMENT BY TENANT (1) The Ten;t agrees that it will at any time or times during the Term, upon being given at least lo -eight (48) hours prior written notice, execute and deliver to the Landlord a statement in writing certifying: that this Lease is unmodified and is in full force and effect (or if modified stating the modifications and confirming that the Lease is in full force and effect as modified); the amount of Rent being paid; the dates to which Rent has been paid; (d) other charges payable under this Lease which have been paid; (~) particulars of any prepayment of Rent or security deposits; and, (1 particulars of any sub tenancies 15. SUBORDINATIO_t AND POSTPONEMENT (1) This Leas~ and all the rights of the Tenant under this Lease are subject and subordinate to any ancl 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 charge arising from the financing or re-financing, including extensions or renew Is, of the Landlord's interest in the Property. (2) Upon th1 request of the Landlord the Tenant will execute any form required to subordina~e this Lease and the Tenant's rights to any such charge, and will, if required, attorn to ti ,e holder of the charge. (3) No subori:fination by the Tenant shall have the effect of permitting the holder of any charge to I 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 REJULATIONS The Tenant agrels on behalf of itself and all persons entering the Leased Premises with the Tenant's authoritior permission to abide by such reasonable rules, standards and regulations of the Airport and/o Property which shall form part of this Lease and as the Landlord may make and/or amend fro 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 t~is Lease may be given To the Landlord at: Tillson burg Regional Airport Attn: AirportAdministrator 244411 Airport Rd South-West Oxford, On N4G 4H1 Fax: 519-842-3445 To the Tenant at the Leased Premises or at: (2) (3) Ernest West 59 Glendale Drive, Tillsonburg, Ontario N4G-1J6 The above addresses may be changed at any time by giving ten (10) days written notice. Any notici given by one party to the other in accordance with the provisions of this Lease shall be dieemed conclusively to have been received on the date delivered if the notice is re:T"'"'" ~",~"" (n) hoora a/rec mam"g II"" """~ ;, ~,.a Landlord's Initials · 1 Tenant's Initials £.Lt)__ =r ·~-~~-- 11 18. REGISTRATION The Tenant shall hot at any time register notice of or a copy of this Lease on title to the Property of which the Leased Premises form part without consent of the Landlord. 19. INTERPRETATldN (1) The word~ importing the singular number only shall include the plural, and vice versa, and wordp importing the masculine, feminine or neutral gender shall include the other genders, land words importing persons shall include firms and corporations and vice versa. (2) Unless Ile context otherwise requires, the word "Landlord" and the word "Tenant" wherever used herein shall be construed to include the executors, administrators, successo sand assigns of the Landlord and Tenant, respectively. (3) When th1~e are two or more Tenants bound by the same covenants herein contained, their obligf'tions shall be joint and several. 20. MISCELLANEOUS (1) (2) (3) (4) (5) (6) (7) (8) Unless otrerwise stipulated, parking, if applicable, in the common parking area shall be in common and unreserved. If a dispule should arise between the Parties in the interpretation of this Agreement then both parti~s agree that such dispute shall be referred to binding arbitration and be bound by the re~ult 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 co~ts of the arbitration. This clause shall not apply if the Tenant is in default under the terms lof the Lease which include but are not limited to: (a) its obligations to pay Rent, Base Rent and/or Additional Rent; (~) non-repair or maintenance of the Leased Premises; (a) subleased the Leased Premises without the authorization of the I Landlord, acting reasonably; (d) changed its use of the Leased Premises; or, (d) used the Leased Premises in any manner contrary to Article 7. In the evLt that any clause herein should be unenforceable or be declared invalid for any reasdtn 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 s all be severable from the remainder of this Lease. This Leaste shall be construed and enforced in accordance with the laws of the Province of Ontari . Any proceeding shall be brought at the City of Woodstock in the County of Oxford, 0 tario. The Ten1nt hereby agrees that it has had an opportunity to review the terms of this Lease and! seek independent legal advice. Should a~y 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 presumptibn that the terms thereof shall be more strictly construed against one party by reason off he rule of construction that a document is to be construed more strictly against the party ho itself or through its agent prepared the same, it be agreed that both parties have parti ipated in the preparation hereof. This Lease and it's schedules constitutes the entire agreement between the Parties hereto p~rtaining to the subject matter hereof and supersedes all prior and contempoiraneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreemerlts between the Parties in connection with the subject matter hereof, except as specificallr, set forth herein. No supplement, modification, waiver or termination of this Lease shall be binding unless executed in writing by the Parties. The Tena~t agrees that it has not relied upon any representation, promise or warranty of the Landlprd with respect to the condition of the Leased Premises, Hangar or any representation or promise of the Landlord to repair, renovate or otherwise alter the Leased ~remises in any manner prior to or after commencement of the Term. The PartiesI, ree that the Leased Premises are being offered to the Tenant in ~n "as is" Landlord's Initials ~ , · Tenant's Initials _w__ j 12 condition.I The Tenant shall not call on or demand the Landlord to perform any repairs or renovatio~s prior to or after it obtains possession. The Tenant acknowledges that it has performed its own due diligence in establishing the state of repair of the Leased Premises including \he Hangar. Lan or di d's Initials ~. -.. Tenant's Initials ~ 13 In Witness of the foregoin~ covenants the Landlord and the Tenant have execu & Witness ~-=--'; Landlord's Initials I Per: Landlord Stephen Molnar, Mayor he Corporation of the Town of Tillson burg Landlord Donna Wilson, Clerk The Corporation of the Town of Tillsonburg We have authority to bind the Corporation. &vJ/bLUW# Ernest West Tenant Tenant's Initials fu ij i :< J .ii ,., m I "" z " ~ !d ~ r,:i 'tZ fR ~ m I ~ c;: ,- I llli:! i ~l 00 A il!~!:\ z ,; E < :-a I i ..J " 8 0.. ~ 00 ~ 0 $l I'} ~ ~ ;li ~ t-... ~~ " ~~~,:) ~ " ooc t- •,l '" "' a, --' z < ~ < 0,:: < I IC), Cl) w ~ .., ~ :!!! $ w 0 0:: ..J ..!!! D. ... "" :s C (!) ~ "C w >, a, 1/) nl .c <( -~ u w 1/) >< ..J nl Cl ,50~ "' ~ I>: ~ ~ ~ ~ i w ~ ff, :, ,; >-<I:! Cl' ffi " " i ~ <oz ~ I ; lil ,:ll.. (i, ~ ii: ::I -05 I:: g I, i::: XO! rIT ~ "' m '1, . -;5 a. I ~ i I 11"1 ~ $! w t-iii I-w ::c I- 1. 2. 3. 4. 5. 15 SCHEDULE "B" CONSTRUCTION REQUIREMENTS The Tenar,t shall construct an airplane hangar building with approximate dimensions of · 60 feet wii:le by 60 feet deep compromising a floor area of 3600 square feet. The Tenaht covenants and agrees, notwithstanding any other statute, regulation or provision tegarding the federal government's authority to regulate the aeronautics industry, ti: (a) obtain from the Landlord an Airport Development Permit prior to construction; (b) tJ pay to the Landlord a flat fee of $600 to administer the Airport Development Permit; (c) (d) td construct the airplane hangar, and any other building that may be permitted, to tHe standard of the Ontario Building Code, 0. Reg. 332/12 as amended or replaced from time to time (the "OBC") and to the satisfaction of the Landlord in it~ sole and absolute discretion, and; t~ ensure all persons retained by the Tenant have appropriate health and safety policies, insurance and WSIB coverage. The Tenaht shall provide to the Landlord the following in order to obtain an Airport Develop1ent Permit and approval for use of the Leased Premises and hangar thereon: (a) p[1ior to construction, submission of: 1, all applicable fees; 2 3. 4 5 2 copies of a site plan showing the proposed location of the hangar and dimensions to the adjacent buildings; 2 copies of construction drawings (foundation plan, floor plan, building elevations, diaphragm/truss bracing, anchorage, construction details/finishes, etc.) stamped by a professional engineer; 2 copies of the truss drawings stamped by a professional engineer; and Commitment to General Reviews form completed by both the building owner and professional engineer; (b) p(ior to occupancy and acceptance: (c) 1 inspection of the construction and acceptance of same by the Landlord in in respect of compliance with the OBC, the terms of this Airport Lease and all policies and rules regulating the Tillsonburg Airport; and 2! submission of all site reports (footing inspection, framing inspection, l occupancy inspection) and an occupancy report from the professional engineer; and, fi I al approval: 1. provide a final report (verifying outstanding items not completed at engineer if applicable j occupancy have been completed/corrected) from the professional The parti ,s covenant and agree that the Tenant is not required to obtain a building permit from the Township of Southwest Oxford for construction of buildings on the Tillson burg Airport. I The Tenant covenants and agrees that failure to comply with the provisions of this schedule bhall be an event of default of this Lease and in the absence of remedying such default, s~all permit the Landlord to terminate this Lease and seek any and all other recourse .igainst the tenant in such instance. Tenant's Initials~ ; h 16 SCHEDULE "C" CONSTRUCTION SCHEDULE Provided by the T~nant prior to execution of the lease agreement and approved by the Landlord. Preliminary r· onstruction Schedule: Start of Construction August 1 '1, 2019 End of Construction January 31'1, 2020 Note: Tenant has expressed that a detailed construction schedule will be provided once contractor and ~en ant have finalized. Landlord's Initials ~~ Tenant's Initials DJ.__