2021-112 Schedule ATILLSONBURG AIRPORT HANGAR LEASE
Thi s Lease is made th is 25 day of October, 202 1 (the "Effective Date").
BETWEEN
THE CORPORATIO N OF THE TOWN OF TILLSON BURG
-and-
1467246 Ontario In c
244779 Milldale Rd , Otterville , Ont , NOJ1 RO
Attention : Geoff Lee
(the "Land lord ")
(th e "Tenant")
WHEREAS the Landlord owns all and singular that certa in parcel or tract of land and premises situated,
lying and being in the Township of South West Oxford in the County of Oxford , being compromised of:
PT LT 3-4 CON 7 DEREHAM; LT 5-6 CON 7 DEREHAM; PT LT 7 CO N 7 DEREHAM PT 1, 2, 3, 4 & 5,
41R 2877, PT 2 & 3, 41 R2714 , PT 1, 2 & 3, 41 R4343 , PT 1, 2, 3 & 4, 41R4545; SfT 406551 ; SOUTH-WEST
OXFORD;
PIN : 00016-0089 (LT); LRO #41 ;
municipal address being 244411 Airport Road , Tillsonburg, ON N4G 4H1;
r efe rred to herein as the "Property", the "Airport" or the "Tillsonburg Airport• upon which is located the
Till sonb urg Airport which is owned and operated by th e Landlord .
In considerat ion of the covenants, agreements , warranties and payments herein set forth and provided for,
th e s um of two dollars ($2 .00) paid by each party to the other and other good and valuable consideration ,
th e rece ipt and s ufficiency of whi ch is hereby acknowledged , the Part ies hereto respectively covenant and
agree as follows :
1. LEASED PREMISES
(1) Th e Leased Premises s hall consist of a portion of the Tillsonburg Ai rport identi fied as
Hangar C1-4 on th e plan attached as Sched ul e "A", being th e area upon which the Tenant's
airplane hangar shall be located plus one (1) metre of land extended beyond the exte rior
perimeter of the Tenant's airplane hangar building (the "Lea sed Premise s").
(2) Notwithstanding the above , th e Landlord reserves the r ig ht to ass ign an alternate lot to the
T enant on thirty (30) days' written notice at any time prior to the commencement of
construction of the Tenant's hangar.
(3) The Landlord covenants and agrees to the construct ion by the Tenant of an airpl ane
hangar on the Leased Premises being a Hangar , (the "Hangar ") s ubject to th e provisions
of Schedu le "B". Th e T enant s hall complete th e constru c tion of th e Hangar at its sole cost
and expense.
(4) The Landlord covenants and agrees that the Hangar on the Leased Premises is not owned
by the Landlord but is owned by the Tenant.
2. GRANT OF LEASE
(1) The Landlord leases the Leased Prem ises to the Tenant:
(a) at th e Rent set forth in Section 3;
(b) for the Term set forth in Section 4 ; and
(c) subject to the co ndition s and in accorda nce with th e cove nants, obligations and
ag reements herein including schedules.
(2) The Landlord cove nants 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 means th e amounts payable by th e Tenant to the Landlord pursuan t to this Section
and includes Additional Rent.
(2) The Tenant covenants to pay to the Land lord, during the Term of this Lease rent as follows
(the "Bas Rent"): for every year of the T erm , the total su m of $1457 .4 per annum (based
upon$ 0 per quare foot of Hangar building ar ea) plus H.S.T., a nd any other appli cable
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services tax which may accrue on account of the Landlord collecting rent, payable yearly
in advance. Base Rent shall co mmen ce on the first day of the Term. If the first day of the
Term is not January 1si then Base Rent for the first year of the term shall be prorated until
December 31 of the initial year. Base Rent shall then be due on 1'' day of the year
commencing on January 1•', 2022 and every 1si day of January th ereafter. The Parties
further agree that the Landl ord may, in their sole and absolute disc retion , inc rea se the Base
Rent annually in accordance with th e Town of Tillsonburg Rat es and Fees Bylaw, as
amended . If the square footage of the Hangar on the Le ased Premises expands then the
Base Rent shall accordingly increase in proportion to the additional square footage.
(3) The Tenant further cove nants to pay all other sums required by this Lease to be paid by it
and agrees that all amounts payable by the Tenant to the Landlord or to any other party
pursuant to the provisions of this Lease shall be deemed to be additional rent ("Additional
Rent") whether or not specifically designated as such in this Lease.
(4) The Landlord and the Tenant agree that it is their mutual intention that this Lease shall be
a completely carefree net lease for the Landlord and that the Landlord shall not, during the
Term 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 taxes
and mortgage payments) and to effect the said intention of the parties the Tenant promises :
(a) to pay as Additional Rent: business taxes , real estate taxes and licenses if
applicable;
(b) to pay all annual fees in accordance with the Town of Tillsonburg Rates and Fees
Bylaw, as amended, as Additional Rent for such expenses incurred by the
Landlord for the maintenance and servicing of the Airport; and ,
(c) to pay the Landlord a one-time capital recovery charge, based on actuals, for the
Landlord to construct the associated hangar apron , if applicable; and ,
(d) to pay for or provide servicing and maintaining the Leased Premises and the
Hangar 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 Lea se , including in
this article. is a warranty, covenant or repre se ntation by the Landlord to
provide connections, utilities or services to the Leased Premises or that
the se rvi ces or utilities ca n be extended to th e Leased Premises;
(ii) snow rem ova l and landscap ing on th e Leased Premises including cutting
the gra ss and weed control of the Leased Premises including the one ( 1)
metre area around the perimeter of the Hanga r;
(iii) all repair, service and maintenance to the Hangar including reasonable
wear and tear; and ,
(iv) to pay airport infrastructure fees in accordance with th e Town of
Tillsonburg Rates and Fees Bylaw, as amend ed.
(5) The Tenant hereby agrees to indemnify and protec t the Landlord from any liability accruing
to th e Landlord in respect of the expenses payable by the Tenant as provided for herein.
(i) The Tenant on beh alf of itself/himself/herself/themselves, its/hi s/her/thei r
heirs, executors, administrators and assigns. including its/his/her/their
successo rs in title , hereby covena nts and agrees to indemnify and save
harmless the Landlord from all actions. ca use of actions , suits, claims ,
demands , damages , lo sses, costs, charges and expenses of every nature and
kind whatsoever by whomsoever make brought or prosecuted , including legal
fees, whi ch th e Landlord may in cur or have to pay, which may arise either
directly or indirectly by rea son of any activity, actions. performance .
negligence or non-performance of th e Tenant, its employees, serva nt s,
agents, contra ctors, sub co ntractors, architect. landsca pe architect , engineer,
s urveyor , planner, consult ant , project manager or any other person the Tenant
is responsible for at law during the duration of thi s Agreement; in executing
the Works under this Agreement ; by reason of in stallation of any Works
requ ired under thi s Agreement; by the failure of th e Tenant to complete th e
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 th e Agreement; by th e exercise of th e Tenant's powers
under this Agreement; the constru ction , maintenance or the improper or
inadequate construction, in stallation and/or maintenance of the Works ; any
act or omission of sa id parties while undertaking th e Works ; or by reason of
the neg lect of the Tenant or it s emp loyees, servan ts, agents , co ntracto rs ,
sub con tractors or others for whom th e Tenant is responsible at law .
(ii) Without limiting the generality of the foregoing , the Te nant agrees to indemnify
and save harmle ss the Landlord for any issues re lat ed to the alteration of any
grade or ex isting level cons tru ction, th e maintenance or repair of any tax iway f withe Airport, or by reaso n of the failure, neglect or omission of th e Tenant
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to do anything agreed to be done pursuant to this Agreement or by reason of
any act or omission of the Tenant, in cluding failure of the Ten an t to comply
with the Construction Act.
(6) Additional Rent sha ll be payable yearly in advan ce on the same dates stipulated for
payment of Base Rent in Section 3 (2).
(7) All payment s to be made by the Te nan t pursuant to thi s Lease are to be in Canadian funds
by bank draft, money order or c heque payable to the Landlord and s hall be delivered to
th e Landl ord at the Landlord 's address for service set out in Secti on 17 or to such other
place as th e La ndlord may from time to time direct in writing .
(8) All Rent in arrears and all s ums paid by the Landlord for expenses inc urred wh ic h shou ld
have bee n paid by th e Tenant shall bear interest from the date payment was due, or made,
or expense in curred at a rate pe r annum equal to the prime commercial lending rate of the
Landlord 's bank plus two (2) per ce nt.
(9) The Tenant acknowledges and agrees that the payments of Rent and Additional Rent
provided for in this Lea se shall be made without any dedu cti o n for any rea son whatsoever
unless expressly allowed by the terms of thi s Lea se or agreed to by the Landlord in writing
and no partial payment by the Tenant which i s accepted by th e Landlord shall be
cons idered as other than a partial payment on ac co unt of Rent owing and shall not
prejudice the Landlord 's right to recover any Rent owing.
4. TERMS AND POSSESSION
(1) The Tenant s hall have possess ion of th e Leased Premises for a period of twenty years ,
ten months (the "Te rm "), co mm encing on the October 25, 2021 and ending on the 1" day
of January , 2042.
(2) The Tenant s hall pay any and all con nection costs for hydro , gas, water, heating , air-
conditioning and for all other services and utilities as may be provided to the Leased
Premises. Th e Tenant shall arrange with the loca l authority for co nnection of gas,
electricity and water in th e name of the Tenant. Nothing in thi s paragraph or lease is a
warranty or represe ntati o n by the Landlord that any utilities or serv ices are extend ed to th e
Leased Premi ses or ca n be extended to th e Leased Premises.
(3) Subj ect to the Landlord's rights unde r this Lease, and as lo ng as th e Tenant is in good
stan ding, th e Landl ord covenan ts th at th e Tenant shall have quiet enjoym ent of the Lease d
Premises during the Term of this Lea se without any i nterruption or disturbance from th e
Landlord or any other person or persons lawfully c laiming thro ugh th e Lan dlord.
5. ABATEMENT OF RENT DURING CONSTRUCTION
(1) So long as the Lease has been full y exe cuted, the Tenant has provided the Lan dlord with
proof of the Tenants in surance. a nd the Tenant has paid the fi r st and las t month's Rent to
be held as a deposit, th e Lan dlord shall provide th e Ten ant with possession of the Leased
Premises for a period of up to six (6) months co mmencing on th e Effective Date for th e
purpose s of cons tru ct in g the Hangar on the Leased Premises . A ll terms of th e Lease shall
be applicab le from the Effective Date save and except fo r the payment of Rent , Base Rent
and Add itional Rent which shall be payable as of t he fi rst day o f th e month of occupancy
of th e Hanga r or th e expiry of the six (6) month construction period whichever occurs first.
(2) In th e event th e Tenant has not completed constru cti on of the Hanga r within th e six (6)
month construction period, th e Landlord , in its sole and abso lute di sc retion, may extend
the construction period up on written request of the Tenan t or terminate thi s Lease of which
th en the Tenant's depos it provided in Secti on 5 (1) would be forfei ted.
6. ASSIGNMENT
(1) The Tenant s hall not assign this Lease or sublet th e whole or any part of th e Lea sed
Premi ses unl ess th ey first obtain th e conse nt of the Lan dlord in writing, which co nse nt s hall
not unreasonably be withheld and provided the sub-Tenant and/or ass ignee signs a written
ackn owledgemen t that he/she will be bound by the term s , co ndition s an d rules as provided
fo r in thi s Lea se. The Tenant he reby waives its right to the benefit of any present or future
Act of th e Leg islature of Ontari o whi ch wo ul d permit th e Tenant to assign this Lease or
su blet the Leased Premis es without the Landlord 's co nsent.
(2) The co nse nt of th e Landlord to any ass ignme nt or subl etting sha ll not opera te as a waiver
of the nece ss ity for consent to any s ubsequent ass ignment or subletting.
(3) Any co nsent given by the Landlord to any ass ignment or other disposition of the Tenant's
in teres t in th is Lease o r in th e Lea sed Premises shall not reli eve th e Tenant from its
ob lig ation~ un der thi s lease , in cluding th e obli ga ti on to pay Rent , Base Rent and Addi tional
Rent as v id ed for herein .
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(4) If all or more than 50% of the shares in the Tenant should be sold , assigned or transferred
in any manner to a person other th an the Tenant. then such transferee sha ll be bound by
the terms and conditions of this Lea se.
7. USE
(1) During the Term of this Lea se the Leased Prem ises shall not be used for any purpo se other
than as an aircraft hangar fo r the storage, repair and ope ratio n of airplanes, without the
express consent of the Landlord given in writ ing . Th e Tenant shall not construct a new
hangar or any other building on th e Lea se d Premises except in accord ance to the terms of
this Lease.
(2) Th e Tenant shall not do or permit to be done at the Leased Prem ises anyth ing wh ich may:
(a) contravene any Ai r port use, standards, or tenant policy as estab lished by the
Landlord from tim e to time:
(b) ca use damage to the Lea se d Premises;
(c) ca use injury or annoyance to occupants of neighbouring premises ;
(d) make void or voidable any insurance upon the Leased Premises;
(e) co nstitute a breach of any by-law, status, order or regulation of any municipal,
provinc ial or oth er competent authority relating to the Tillsonburg Airport. the
Lea sed Premises including any sept ic bed or oth er property, equ ipment or
appurtenan ces; and,
(f) c reate an env ironmenta l hazard . The Tenant s hall not store, allowed to be stored
or do anyth ing that c reates haza rdous waste or toxi c material as defined by the
Env ironmenta l Protection Act or any related or successor legi slat ion. If an order is
made by any level of government, in cluding all agencies , crown co rpo rations,
municipal bodies, or a co urt is made as a result of the Tenant's, or its servants,
director s, employees, invitees, c ustomers or agents, actions or inaction under thi s
Article or Arti cle 7(2)(e) above or as a result of the se ptic bed system used by the
Tenan t then the Ten ant shall satisfy the term s of such order including, but not
limited to , paying all costs of the work required and sha ll ind emnify and save the
Landlord harmless from any costs, including lega l costs , if the Land lord suffers any
damages or pays any costs associated with s uch order.
(3) Th e Tenant s hall:
(a) not interfere in the use of the Airport or any other use of th e Property . The Tenant
acknowledges th at th ere are othe r uses of the Property and it s hall not in terfere in
any other use of th e Property. Th e Tenant furt her acknowledges th at th ere are
other Tena nts and users of th e Airport an d it shall no t unreaso nably interfere in th e
use or operation of the Airport in any manner nor shall it do, or all ow to be don e by
any of it s invitees , custome rs, employees or agent s, anything that wou ld ca use or
cons titute a nuisance, safety v iol ation or hazard to any oth er Tenant or any user
of the Airport who are acting reasonab ly;
(b) co mply with all fed eral and provin cia l transport ati on guid elines , regu lations , rules.
by-laws, statutes , directives and any oth er such matter that governs th e flight, use
or operation of aircraft;
(c) not bloc k or obstruct the tax iways or runway and permit the ingress and eg ress to
adjacent hangars, apro ns and parking areas;
(d) not conduct any major repairs to any motor vehicle of any kind oth e r than an airc raft
or any vehicle or mac hinery ancill ary to or connected with aircraft;
(e) not perform aircraft repair o r maintenance outs ide of th e Leased Premises;
(f) not sta rt any airc raft in th e Hang ar;
(g) not store an y items on the Leased Prem ises, s urro unding Property or in th e Hangar
oth er than aircraft and related aircraft item s except as specificall y permitted in thi s
ag reemen t;
(h) not stor e any flamm ab le products in s ide th e Hangar or on th e Leased Premises
with th e exception of fuel or necessary airc raft rel ated produ cts:
(i ) notify the Landlord of any publi c activities and/or events no le ss th an thirty (30)
days before such activ ity and/o r event w ith approval by th e Landlo rd , in its so le
an d absolu te disc retion an d such approval not to be unrea so nably withheld ;
U) co mply wit h all ru les and reg ulati o ns of th e Airport and ensure th e compli ance of
all the Tenant's contractors, employees, agents, c ustomers and invitees; and ,
(k) provide proof of documentation showing c urrent an d proper in surance coverage of
any aircraft stored inside the Hang ar.
(4) The Tenant cov enan ts and agrees that th e Landlord may require the adju stment in th e
Airport leases and as such may demand th e Tenant move the Hangar and th e locati on of
the Leased Prem ises. The Landlord shall compe nsa te the Ten ant for any expenses in
moving th e Hangar as ag reed between th e Parti es .
(5) The Tenant sha ll be permitted to construct and maintain one (1) aircraft hanga r (the
"Works") on the Leased Prem ises as foll ows:
(a) -he d im ens ions of the Ha ngar shall be 56 feet by 68 feet with one expansion of 14
fe et bY. 55 fee t and one ex pan s ion of 14 fee t by 20 feet for a tota l floor area of 4858
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square feet:
(b) the style of the Hangar s hall be either a pole barn style building or a metal frame
building:
(c) the siding , siding colour, roof co lour, hanger number, and height of the building will
be maintained in accordan ce with current Airport standard s as approved by the
Landlord ;
(d ) the hangar ap ron shall be co nstru cted of a hard surface (i.e. asphalt or co ncr ete)
with a minimum 300mm (12") stru ctural sub-ba se to th e sa tisf act ion of the
Landlord ;
(e ) any construction or ren ovation shall comply with the co nstru c ti on requirement s of
the Landlord in its so le and absolute disc reti on including the construction
requirements detailed in Schedule "B" to thi s Lea se and all applica ble building code
standards and by-laws of the muni cipality in which the Leased Premi ses are
located and any fede ral or provincial statutes, rule s or regulations:
(f) prior to the commencement of co nstruction , the Tenant s hall submit, at its so le
cost , a site plan a nd drainage/g rading plan which shall include , but not limited to,
th e information required in this Article 7(5) of thi s Lease and the proposed flo or
elevation, which all shall be subject to th e approval of the Landlord ;
(g) the Tenant agrees to maintain th e lot grading during and after construction and
erection of th e Hangar and shall comply with th e lot grading a nd drainage
requirements of the Landlord at the sole cos t of the Tenant:
(h) obtain all necessary permits , as applicable, at the expense of th e Tenant ; a nd ,
(i) the Tenant shall be res ponsibl e for and pay the cos t of all rep air , renovation , and
maintenance and nothing in thi s Lease s hall render the Landlord re sponsibl e for
a ny such cos ts.
(6) The Landlord acknowledges that it has granted access to the Tenant for th e Tenant to
maneuver its aircraft from the Hanga r to the adja cen t taxiway and runway of the Airport.
Further. the Landlord hereby grants to the Te nant, its successors and ass ign s, fre e and
uninterrupted access in, over, upon, across or through the Hangar apron area , defined as
109 feet wide and 27 feet from the front of the Hangar to the adjacent taxiway . The Landlord
grants to the Tenant th e right to enter upon the Hangar apron area at all times and to pass
and re-pass thereon as may be required by the Tenant , and its licensees, successors,
assigns. servants , agents, employees and co ntractors including all necessary v ehi cles,
eq uipm en t and machinery, from time to tim e, for th e purposes of installing, maintaining,
r eplacing, and reconstru ct ing a suitable s urface treatment to th e Hangar apron as approved
by the Landlord in its sole and absolute disc retion . Any cost of in stalling , rem oving,
maintaining, replac in g and/or reconstructing th e Hanga r apron shall be at the sole expense
of th e Tena nt without con tribution of the Landlord . Th e Tenant covenants th at it shall not
cond uct such work to the Hangar apron without first obt ain ing th e consent of the Lan dlord
an d such consent shall not be unreasonably withh eld . The Tenant her eby releases the
Landlord from any and every c laim which may or mi ght ari se out of th e proper exercise by
th e Tenant of any of the rights granted herein .
8. CONSTRUCTION IMPLEMENTATION SCHEDULE (Not Applicable I Existing Hangar)
(1) The Tenant hereby undertakes to complet e the work herein in accord ance with th e
tim eframes se t ou t in th e Schedu le "C" (the "Co nstru cti on Schedul e"). The Tenant shall
submit a proposed co ns tru ct ion sc hedu le which sha ll be subject to amendm ents and
app roval by the Lan dl ord and attached hereto as Sched ul e "C". A variance to th e
tim eframes will only be allowed if approved in writing by the Land lord. Fa ilure to co mpl y
may res ult in the Tenant being in defa ult of thi s Agreement and the Landlord may seek
r emedy pursuant to thi s Ag reemen t.
(2 ) The Land lord approved work shall be ca rri ed out by th e Tenant in a pro per and professiona l
manner so as to do as li tt le damage or disturbance as possible to the Airport lands or th e
Airport's in frastructure. The Tenant sha ll repair and make good all damage and di sturbance
th at may be ca used to the Airport lands or th e Airport's infrastru cture , to th e sat isfaction of
the Landl ord , acting reasonably, at the sole expense of th e Tenant.
(3) During constru ction. th e works to be ca rri ed out by the Tenant . shall be maintained in all
respects in a s tate of good repa ir by th e Tenant, includin g keeping th e s ite in a soun d, neat,
safe and clean cond iti on to the satisfacti o n of the Land lord . If t he s ite is not kept in a state
of good repair, up on seven (7 ) bus iness days written notice to the Tenant (or suc h shorter
tim e as may be required in th e case of an emergency or oth er urgent matters or as
oth erwise provided herein), th e Landlord sha ll have th e right to do any work necessa ry to
f ulfill thi s co ndition and all cos ts incurred by the Landlord shall be recovered from th e
Tena nt and may be recovered as Additional Rent.
9. REPAIR AND MAINTENANCE
(1) Th e Tenant covenants that during th e tenn of this Lease and any renewa l the r eof, th e
Ten ant sha ll keep the Le ased Premises an d Hangar in good condition includi ng all
alterations and additions made th ereto, and s hall , with or w ith out notice, promptly make all
d repairs and all necessary repla ce ments as would a prudent owner. The Tenant
I be res 0nsibl e for all wear and tea r to the Hangar and shall affect all repa irs as
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necessary. Save and accept the Landlord's, or its agent's, contractor's and employee's
negligence or intentional actions, at no time is th e Landlord responsible for any repairs or
damage to the Hangar or the Leased Premises.
(2) The Tenant shall permit the Landlord or a person authorized by the Landlord to enter the
Leased Premises including the Hangar to examine the oondition thereof and view the state
of repair at reasonable times:
(a) and if upon such examination repa irs are found to be necessary, written notice of
the repairs required sha ll be given to th e Tenant by or on behalf of the Landlord
and the Tenant shall make the necessary repairs within the time specified in the
notice; and,
(b) if the Tenant refuses or neglects to keep the Leased Premises including the
Hangar in good repair the Landlord may, but s hall not be obliged to, make any
necessary repairs, and shall be permitted to enter the Leased Premises and
Hangar, including by its servants or agents, for the purpose of effecting the repairs
without being liable to the Tenant for any loss, damage or inconvenience to the
Tenant in connection with the Landlord's entry and repairs. If the Landlord makes
such repairs the Tenant shall pay the cost of them immediately as Additional Rent.
(3) Subject to any renewal, upon the expiry of the Term or other determination of this Lease
the Tenant agrees to surrender peaceably the Leased Premises to the Landlord in a state
of good repair and subject to the conditions co ntained in this Article 9(3). The Tena nt may
remove th e Hangar provided the Tenant places the Leased Premises back into a s imilar
condition as it was in prior to the construction of th e Hangar even if the constru ction of the
Hangar predated this Lease. At any time during the Te rm , 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
whatsoever the Tenant agrees that the Landlord shall be permitted to register such lien on
the Hangar under the Personal Property Security Act and possession of the Hangar will
not be obtained by the Tenant until the lien is paid in full with all accrued interest and legal
fees.
(4) The Tenant shall immediately give written noti ce to the Landlord of any substantial damage
that occurs to the Leased Premises including the Hangar from any cause.
(5) Th e Tenant hereby agrees that at no time is the Landlord respo nsible for any damage,
including damage to property or personal injury, as a result of the Tena nt's use of th e
Leased Premises, Airport or Property and th e Tenant hereby waives any cause of action
in law, equity or by statute as against th e Landlord for any loss. The Tenant acknowledges
that it sha ll not institute any claim or make any demand against the Landlord , or anyone
that may c laim indemnity from the Land lord, for any personal injury or damage to property,
including aircraft, as a result of the Tenant's use (including storage) of th e Hangar, Airport
or Property. The Tenant acknowledges that the use of th e Airport, Hangar or Property is
at its own risk .
(6) The Tenant hereby forever releases th e Landlord from any and all c laims in law. equity or
by statute as a result of any intentional or negligent acts of any oth er Tenant and/or user
of the Property and/o r Airport, or their agents, contractors, invitees, customer s or
employees that may cause death, personal injury or property loss to the Tenant or its
agents, c ustomers, employees , con tra ctors or invitees.
10. ALTERATIONS AND ADDITIONS
(1) If th e Tenant, during the Term of this Lease or any renewal of the Lease , desires to make
any alterations or add itions to th e Leased Premises, including but not limited to; erecting
partitions, attaching equipment. and installing necessary furnishings or additional
equipment of the Tenant's business but not including erect ing a new hangar or any other
accessory building , the Tenant may do so at his own expense prov id ed th at any and a ll
alterations or additions to the Le ased Premises made by the Tenant must comp ly with any
requirement of th e Landlord including Schedule "B" and all app li cab le building code
standards and by-laws of th e municipality in which the Leased Premises are located and
any federal or provincial sta tutes, rules or regulations.
(2) The Tenant shall pay Rent at the rate prescribed in paragraph 3 above based upon the
area of the Hangar subsequent to any addition o r alteration.
(3) The Tenant sha ll be responsible for and pay the cost of any alterations , additi ons .
insta llations or improvements that any governing authority , municipal , provincial or
otherwise, may require to be made in , on or to the Lea sed Premises.
(4) No sign, advertisement or notice sha ll be inscribed, painted or affixed by th e Tenant , or
any other person on the Tenant's behalf, on any part of the ou tside of th e Hangar unless it
is located along the facade of th e Hangar's front and provided it compli es with the
Landlord's signage r eq uirem ents and with all appl icab le laws , by-laws and regulations and
is in good work anlike manner. No oth er sign , advert isement or notice shall be erected
unle sit has b .en approved in every respect by the Landlord in writing.
Te nant 's Initi als {;, L
7
(5) The Tenant agrees, at its own expense and by whatever means may be necessary,
immediately 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
Leased Premises made by the Tenant or in connection with any other activity of the Tenant .
(6) The Tenant shall, at his own expense, if requested by the Landlord , remove any or all
additions or improvements made by the Tenant to the Leased Premises during the Term
and shall repair all damage caused by the installation or the removal or both.
(7) The Tenant shall not bring onto the Leased Premises or any part of the Leased Premises
any machinery, equipment or any other thing that might in the opinion of the Landlord, by
reason of its hazardou s nature. weight, size or use, damage the Leased Premises or the
Property. If the Leased Premises or Property are damaged the Tenant shall restore th e
Leased Premises or Property immediately or pay to the Landlord the cos t of restoring the
Leased Premises or Property.
11. INSURANCE
(1) The Tenant covenants to keep the Landlord indemnified and save harmless the Landlord
at all times against all claims, s uits, procedures, actions and demands (including but not
limited to all legal costs) whatsoever and howsoever arising by any person, entity or
co rporation 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 Leased Premises, Airport
and Property or the subletting or assignment of sa me or any part thereof. And the Tenant
further covenants to indemnify the Landlord with resp ect to any encumbrance on o r
damage to the Leased Premises occasioned by or arising from the act, default, or
negligence of the Tenant. its officers, agents, servants, employees, contractors,
customers, invitees or lice nsees. The Tenant agrees that the foregoing indemnity sha ll
survive the termination of this Lease notwithstanding any provisions of the Lease to the
contrary.
(2) The Tenant shall carry insu rance in its own name insuring against the ri s k of damage to
the Tenant's property and the Hangar within the Leased Premises ca used by fire or other
perils.
(3) The Tenant sha ll carry such general li ab ility and property damage in surance including
personal injury and property damage coverage with at least two million ($2,000,000.00)
dollars in limits of each occurrence with respect to the Leased Premises and Tenant's
occupation of the Leased Premises. Suc h in surance policy shall contain no airport site
exc lu sion.
(4) All insurance po licies in this Section 11 including thi s Article shall name the Landlord,
where applicable, as an in sured and loss payee and th e policy shall includ e a cro ss -liability
endorsement. All policies shall be applicable as primary insurance, taking precedence
over any other insu ran ce protection owned by the Landlord . The Tenant sha ll insure th at
each in surance policy contain s a waiver of sub rogation ri ghts which the in surer may have
against th e Land lord and the persons for whom is legally responsible.
(5) Upon demand of the Landlord, the Tena nt sha ll provide a copy of any and all policies of
in su rance including renewal s and terms of such policies to the Landlord. If any policy of
insurance is canceled the Tenant shall inform the Land lord without delay of such
cancellation and sha ll obtain a replacement policy without delay on the same te rms as se t
out in thi s Section 11 . Under no circumstances s hall delivery of and rev iew by the Landlord
of any certificate set fort h or any in suran ce policy or any other proof of existence of the
in suran ce coverage relea se the Tenant of its ob ligations to take out in surance in strict
compliance with the present provisions or constitute a waiver in favour of the Tenant of any
of the Landlord's rights .
12. ACTS OF DEFAULT AND LANDLORD'S REMEDIES
( 1) An Act of Default has occu rred when :
(a) the Tenant has failed to pay Rent for a period of 45 consecutive days from the date
that payment was required to be paid to th e Land lord ;
(b) the Tenant has breached its covenants or fail ed to perform any of its obligations
under this Lease for a period of 45 consecutiv e days and :
(i) th e Land lord has given ten (10) days' notice specifyin g th e nature of the
default and the steps req uired to correct it; and ,
(ii) th e Tenant has failed to correct the default as required by th e notice ;
(c) the Tenan t ha s:
(i) become bankrupt or in solvent or made an assignment for th e benefit of
cred itors;
''"""''' '"'~ T<~""' '"'''''{:; L
8
(ii) had its property se ized or attached in satisfaction of a judgment:
(iii) had a receiver appointed;
(iv) committed any act or neglected to do anything with the result that a
Construction Lien or other encumbrance is registered against the
Landlord's property; or,
(v) taken action with a view to dissolution or liquidation ;
(d) any required insurance policy is cancelled or not renewed by reason of the use or
occupation of the Leased Premises , or by reason of non-payment of 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
"vacan t 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) failure to install or remedy faulty work,
if, in the opinion of the Landlord the Tenant:
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 any such instance, the Landlord shall promptly notify the Tenant, in writing, of such
default or neglect and if such notification be without effect within ten (10) business days
after such notice. the Landlord sha ll thereupon have full authority and power to purchase
materials and employ workers and machines for the proper completion of the works at the
cos t and expense of the Te nan t. The cost of such work shall be ca lc ulated by th e Land lord
whose dec ision shall be final and be paid to the Landlord by th e Tenant on
demand. Should payment not be re ceived following the issuance of an invoice from the
Landlord , the Landlo rd sha ll collec t same as Additional Rent in addit ion to a ny oth er
remedy available to the Landlord.
It is further understood and agreed between the parties hereto that suc h entry upon th e
Premise sha ll be as an agent for th e Tenant and shall not be deemed, for any purposes
whatsoever, as an acceptance of the works by th e Landlord .
(2) When an Act of Default on the part of th e Tenant has occurred :
(a) the c urrent year's Rent together with th e next years' Rent sha ll become due and
payable immed iate ly ; and,
(b) the Landlord shall have the right to terminate thi s Lea se and to re-enter the Le ased
Premises and deal with them as ii may choose.
(3) If, because an Act of Default has occurred , th e Landlord exercises its right to terminate this
Lease and re -enter th e Leased Premises prior to th e end of th e Term , th e Tenant shall
nevertheless be li ab le for payment of Ren t and all oth er amounts payable by th e Tenant
in accordance with th e provisions of the Lease until the Land lord has re -let the Lea sed
Premises or oth erwise dealt with the Leased Premises in such manner th at the cessation
of payments by the Tenant will not re sult in lo ss to the Landlord and th e Tenan t agrees to
be liable to the Landlord, until the end of the Term of this Lea se 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 Ten an t pays to the Landlord .
(4) If when an Act of Default has occurred, th e Landlord chooses not to termin ate the Lea se
and re-en ter the Leased Premises , the Land lord sha ll have th e right to take any and all
necessary steps to rectify any or all Acts of Default of the Tenant and to charg e th e costs
of such rectification to the Tenant and to recover the costs as Rent.
(5) If, when an Act of Default has occurred, th e Landlord chooses to waive its right to exercise
the remedies avail able to ii und er this Lease or at law th e waiver shall not constitut e
condonation of the Act of Defa ult , nor shall the waiver be pleaded as an estoppel against
the Landlord to prevent his exercising hi s re medies with respect to a subsequent Act of
Default. No covenant, term , or condition of this Lease sha ll be deemed to have been
waived by the Landlord unless the waiver is in writing and s igned by the Landlord.
Landl ord 's lnitia -Tenan t 's Initial s{;, L
13. TERMI-;;/ NOTICE AND AT END OF TERM
9
(1) If the Leased Premises and/or Property are subject to an Agreement of Purchase and Sale:
(a) The Landlord shall have the right to terminate this Lease, notwith standing that the
Term has not expired , by giv ing ninety (90) days' notice (the "Notice") in writing to
the Tenant and, at the Tenant's option, the Landl ord sha ll pay to the Tenant the
fair market value for the Hangar or the Tenant agrees to remove the Hangar and
comp ly with Articles 9(3) and 10(5) of thi s Lease. Upon expiry of the Notice the
Tenant shall provide vacant possession of the Lea se d Premises provided the
Landlord pays to th e Tenant a bonus of $500.00. For the purposes of this Article
and Articles 13(3) and 13(4) fair market value sha ll be determined as of the date
of the issuing of the Notice.
(2) If the Tenant remain s in possession of the Leased Premises after tenmination of this Lease
as aforesaid and if the Landlord then accepts Rent for the Leased Premises from the
Tenant, it is agreed that such overholding by the Tenant and acceptance of Rent by the
Landlord s hall create a monthly tenancy only but the ten ancy shall remain subject to all the
terms and conditions of this Lea se except those regarding the Tenm . The Parties agree
that if the Tenm is not re newed then upon expiry of the Term or if th e Tenant is an
overholding tenant then either Party may terminate the le ase upon sixty (60) days written
notice to the other party and the Ten an t shall comply with Articles 9(3) and 10(5) of this
Lease.
(3) Other than a termin at ion of this Lease in accordance with Article 13(1) of this Lease, the
Landlord s hall , at a ny time and notwithstanding that the Term has not exp ired , have the
unqualified right to terminate this Lease upon one year's pri or written notification (th e
"Notice") if the Lea sed Premises are required for any reason or purpose of the Landl ord in
which event the Landlord s hall pay to the Tenant the fair market value for the Hangar, if
erected by the Tenant , unless th e Tenant agrees to remove the Hangar and comply with
Articles 6(3) and 7(5) of this Lease, and the Tenant shall provide such vaca nt possession
upon the expiry of the Notice provided th e Landlord pays to the Tenant a bonus of $500.00.
(4) The Parties agree that it is their mutual intention that at the end of the Tenm of this Lease
the lease sha ll be renewed upon such con dition s and tenms as agreed between th e Parties.
The Pa rties further agree that although it is th eir mutu al intention to renew the lease
nevertheless eith er party may decide not to renew the lease for any reason. The Parties
acknow ledge that upon such renewal a ll terms and cond iti ons s hall be negotiated between
th e Parti es. If the Parties do not renew this Lease then the Parties ag ree that the Landlord
shall be granted the Right of F irst Refusal to purchase the Hangar (the "Option"). The
Tenant covenants th at it will not sell the Hangar, or any pa rt thereof, to any person, finm or
corporation , without first providing the Landlord to exercise its Option as set o ut in the term s
of this paragraph. Up o n the Tenant receiving a bona fide offer in writing (the "Third Party
Offer") the T enant shall deliver to the Airport Office, 2444 11 Airport Road, Township of
South-West Oxford, Ontario, a copy of the Third Party Offer and the Landlord sha ll have
twenty business days (the "Notice Period") from the date of receipt of th e Third Party Offer
to exercise the Option to match the T hird Party Offer . If the Land lord exer cises its opti on
in the Notice Period then it must inform the Tenan t at the Property in writing that it will
purchase th e T enant's interest in th e Hanga r on the same tenms and conditions, or more
favourable terms to the Tenant at the Landl ord's discr etion, as co nt ain ed in the Third Party
Offer (the "Landlord's Offer"). If th e Landlord exerc ises its Option in the Not ice Period then
the Te na nt must sell th e Hangar to the Landlord upon the term s and cond itions as
contained in the Landl ord 's Offer. If the Land lord does not exerci se its opti on in th e Notice
Period th en the T enant s hall be at liberty to accept the Third Party Offer provided that th ere
are no mod ifica ti ons to th e Third Party Offer. If any modifi cations are made to the Thi rd
Party Offe r then the Landlord s hall be permitted to exercise its opti o n pursuant to the term s
of this paragraph . For the purpose of this paragraph, if th e Tenant is a co rporation, th e
word "sell ", in additi on to its ordinary meaning, sha ll be deemed to mean and include a sa le
or disposition of the co rporate shareholding of the Tena nt by the person or persons who,
at the date of the commencement of the lease holds or hold a majority of the corpor ate
shares. Subject to the cond itions con tai ned in Articl e 4 of this Ag r eement , th e Parties agree
that prior to the expiry of this Lease if the Tenant seeks to assign this Lease to a third party
then th e Landlord will agree to examine a proposa l to extend the term of this Lease
however nothing in this paragraph s hal l require the Landlord to accept any amendment of
the term or new tenm.
14. ACKNOWLEDGMENT BY TENANT
(1) Th e Tenant ag rees that it will at any time or times during the Term, upon being given at
least forty-eigh t (48) hours prior written not ice, execu te and de liver to the Lan dlord a
statement in writing certifying :
(a) th at this Lease is unmodified and is in full force and effect (o r if modified
stating the modifications and co nfinmin g that th e Le ase is in full force and
effect as modified);
(b) the amount of Rent being paid ;
"~he dates to which Rent ha s been pa id ;
"'""'"'' loi<i•I• ~ • Tora""' l •l<l •l ,r; {
10
(d) other charges payable under this Lease which have been paid ;
(e) particulars of any prepayment of Rent or security deposits ; and,
(f) particulars of any sub tenancies.
15. SUBORDINATION AND POSTPONEMENT
(1) This Lease and all the rights of the Tenant under this Lease are subject and subordinate
to any and all charges against the land, buildings or improvements of which the Leased
Premises form part, whether the charge is in the nature of a mortgage, trust deed, lien or
any other form of charge arising from the financing or re-financing, including extensions or
renewals. of the Landlord 's interest in the Property.
(2) Upon the request of the Landlord the Tenant will execute any form required to subordinate
this Lease and the Tenant's rights to any such charge, and will , if required, attorn to the
holder of the charge.
(3) No subordination by the Tenant shall have the effect of permitting the holder of any charge
to disturb the occupation and possession of the Leased Premises by the Tenant as long
as the Tenant performs his obligations under this Lease.
16. RULES AND REGULATIONS
The Tenant agrees on behalf of itself and all persons entering the Leased Premises with the
Tenant's authority or permission to abide by such reasonable rules, standards and regulations of
the Airport and/or Property which shall form part of this Lease and as the Landlord may make
and/or amend from time to time .
17. NOTICE
(1) Any notice required or permitted to be given by one party to the other pursuant to the terms
of this Lease may be given
To the Landlord at:
Tillsonburg Regional Airport
Attn: Airport Administrator
244411 Airport Rd
South-West Oxford, ON . N4G 4H1
airportattendants@tillsonburg.ca
To the Tenant at th e Leased Premises or at:
1467246 Ontario Inc
244779 Milldale Rd, Otterville . Ont, NOJ1RO
Phone: 519-694-4435
Email : geoff@tailwindaviation .ca
Attention: Geoff Lee
(2) The above addresses may be changed at any time by giving ten (10) days written not ice.
(3) Any notice given by one party to the other in accordance with the provisions of this Lease
s hall be deemed conclusively to have be en received on the date delivered if the notice is
served personally or seventy-two (72) hours aft er mailing if th e notice is mailed.
18. REGISTRATION
The Tenant shall not at any time register notice of or a copy of this Lease on title to the Property of
which the Lea sed Premises form part without consent of the Landlord .
19. INTERPRETATION
(1) The words importing the singular number only sha ll in clud e th e plural , and vice versa. and
words importing the masculine , feminine or neutral gender shall includ e the other genders.
and words importing persons shall include firms and corporation s and vice versa.
(2) Unless the co ntext otherwi se requires, the word "Landlord" and th e word "Tenant" wherever
used herein shall be construed to include the executors , admini strato rs , successors and
assigns of the Landlord and Tenant, respectively.
(3) When there are two or more T enants bound by the sa me cove nants herein contained , their
obligation s shall be joint and several.
20. MISCELLANEOUS
(1) "'"fo?" ,t;pol•~d . '"""'"If •ppli~bl•, lo th• rommoo '"""' •rn• 'h'll 00 '"
Landlord 's Initi als Tenan t 's In iti a ls C L
II
common and unreserved.
(2) If a dispute should arise between the Parties in the interpretation of this Agreement then
both parties agree th at such dispute shall be referred to binding arbitration and be bound
by the result of such arbitration. The terms, form and proce dure of the arbitrat io n shall be
in accordance with the Arbitration A ct or any successor legislation. The parties further
agree that the arbitrator shall be jointly chosen and th e arbitrator shall have the ability to
award costs of the arbitration . This c lause shall not apply if the Tenant is in default unde r
the terms of the Lease which include but are not limited to:
(a) its obligations to pay Rent , Ba se Rent and/or Additional Rent;
(b) non-repair or maintenance of the Leased Premi ses;
(c) subleased the Lea se d Premises without the authorization of the Landlord ,
acting reasonably ;
(d) changed its use of the Leased Premises; or.
(e) used the Leased Premises in any manner co ntrary to Article 7.
(3) In the event that any clause herein should be unenforceable or be declared invalid for any
reason whatsoever, such enforce ability or invalidity s hall not affect the enforce a bility or
validity of the remaining portions of the covenants and s uc h unenforceable or invalid
portions shall be se verable from the r emainder of this Lease.
(4) This Lease shall be co nstrued and enforced in accordance with th e laws of the Provin ce of
Ontario . Any proce eding shall be brought at the City of Woo dstock in the County of Oxford,
Ontario.
(5) The Tenant hereby agrees that it has had an opportunity to review the term s of this Lease
and seek independent legal advice .
(6) Should any provision of this Lease require judicial interpretation or arbitration, it is agreed
that the court or arbitrator interpreting or construing the sa me shall not apply a presumption
that the terms thereof shall be more strictly co nstrued against one party by rea son of the
rule of construction that a document i s 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 prepara tion her eof.
(7) This Lease and it's sc hed ules constitutes the entire agreement between th e Parties hereto
pertaining to the s ubject matte r hereof and s upersedes all prior and co ntem poraneous
ag r ee ments, unders tanding s, negotiations and discussions. whether oral o r written, of th e
parties and th ere are no warranties, represe ntation s or other ag reemen ts between the
Parties in co nnecti on with th e s ubj ect matter hereof, except as specifi ca lly se t forth herein .
No supplement, modification . waiver or termination of thi s Le ase shall be binding unl ess
executed in w riting by the Parti es .
(8) The Tenant agree s that it has not relied upon any representation, promise or warranty of
th e Landlord with respect to th e con dition of the Le ased Premises, Hangar or any
represe ntatio n or pro mi se of th e Landlord to r epa ir, renovate or otherwi se alter the Leased
Premises in any manner prior to or aft er co mmencement of th e Term . Th e Parti es agree
that the Leased Premises are being offered to the Tenant in an "as is" conditi on. The
Tenant shall not ca ll on or demand the Landlord to perform any repa irs or renovations prior
to or after it obtains possession. Th e Tenant acknowledges that it has performed its own
due diligence in establi shing the state of repair of the Leased Premises inc luding th e
Hangar. //
In Witness of the fo rego ing cove nan ts th e La ndlord and th e Tenant have execu t ~ease.
Land lord
S tephen Molna r , Mayor
The Corporation of the Town of Till so nburg
Michell e Smibert, Clerk
Th e Corporation of the Town of Tillsonburg
We have authority to bind the Co rp orati on.
Te nant 's Initi a ls {; L
12
Witness
Tenant's Init ia ls C.. L
1467246 Ontario In c
Per: Geoff Lee
I have authority to bind the corporation.
13
Schedule "A"
THE "LEASED PREMISES" HANGAR C1-4
~
(---.__.! \ ,~)
\I /
~
10 0 10 20 40 100
--;-I
14
SCHEDULE "B" (Not Applicable I Existing Hangar)
CONSTRUCTION REQUIREMENTS
T e na nt 's Init ia ls C L
15
SCHEDULE "C" (Not Applicable I Existing Hangar)
CONSTRUCTION SCHEDULE
T e nant's Initial s C L