BETWEEN: THE CORPORATION OF THE TOWN OF TILLSON

THIS AGREEMENT made in duplicate this 10'h day of April, 2012.
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSON BURG,
hereinafter called the Lessor, of the First Part,
-andMichael Papaioannou,
hereinafter called the Lessee, of the Second Part,
AND WHEREAS the Lessor owns the Tillson burg Municipal Airport, including the Air Terminal Building,
AND WHEREAS the Lessor is desirous of renting the kitchen facilities and adjacent sitting area in the air
terminal building to a qualified operator to provide food services to the users of the Tillsonburg
Municipal Airport;
NOW THEREFORE THE PARTIES, In consideration of the mutual covenants and agreements hereinafter
set out, hereby agree as follows:
1. DEFINITIONS
a.
"Cafe Premises" shall mean the Tillson burg Municipal Airport Kitchen and seating area
to which this Agreement applies.
b.
c.
"Facility" shall mean the Air Terminal Building in its entirety.
"Food Services" shall mean all food and food related products and non-alcoholic
beverages required to provide the cafe service within the Cafe Premises.
2. RIGHT TO SELL FOOD AT CAFE PREMISES
The Lessor grants to the Lessee exclusive rights to sell food and non-alcoholic beverages within the Cafe
as outlined in this Agreement. Items to be sold shall be limited to food products.
Notwithstanding above, the Lessor reserves the right to provide their own catering for private events
from time to time.
3.
LEASE TERM
The Lease Term is effective beginning April14, 2012 and ending October 31, 2012, unless terminated
under the provisions of Paragraphs 28 or 29, as applicable.
The Lease Term can be extended for an additional two (2) years, subject to approval by the Lessor in
their sole and absolute discretion, upon receipt by the Lessor of written notice thirty (30) days prior to
December 31, 2012. If accepted by the Lessor within forty-five days, the same rates and terms shall
apply except that the contract be amended to extend the termination date.
1
4. RENT
The Lessor agrees that no rent is payable. It is understood that this rate has been established to
encourage the start-up operations of a cafe/restaurant at the airport.
5. UTILITY COSTS
The Lessee agrees to pay a pro-rated share of the utility cost for the days of operation. The share shall
be calculated by dividing the prior year's total utility cost by the area of the Air Terminal Building and
then by the number of days in operation plus one additional day per weekend for setup/storage.
6. SECURITY DEPOSIT
The Lessee shall, at the time of signing the Contract, deposit the sum of One Thousand Dollars
($1,000.00) in cash or certified cheque with the Lessor to ensure that the building and equipment are
left in a condition satisfactory to the Lessor. The deposit will be refunded to the Lessee after inspection
of the building and equipment upon termination or expiration of the Contract. Notwithstanding the
foregoing, the Lessee shall forfeit this deposit should they not complete the term of the lease.
7. FINANCIAL TERMS
The security deposit is due upon execution of the lease agreement.
The Lessor shall not be responsible to cover any operational losses, in whole or in part, at any time
during the Agreement regardless of any circumstances that may arise in the operation of the Cafe
Premises.
The Lessee shall also keep such other records as are necessary to perform its duties efficiently and in
accordance with the laws of Canada and the Province of Ontario, including daily and annual revenue
statements, and shall produce these records for inspection when requested by authorized
representatives.
8. HOURS OF OPERATION
The Lessee will operate the food service with the Cafe Premises and will be required to maintain
minimum hours of operations as follows:
•
Saturday from 8 AM-2 PM*
•
Sunday from 8 AM-2 PM*
Operations on statutory holidays shall be by mutual consent between the Lessor and Lessee determined
not less than twenty-four (24) hours in advance of the holiday.
• Minimum hours and days of operation.
2
It would be up to the Cafe operator to determine if she/he wishes to remain open for longer hours
and/or days. The·Cafe operator shall work closely with the Airport Manager on promotion, marketing
and all aspects of Cafe operations.
Hours of operation of the Cafe are to be posted in locations deemed appropriate by the Airport
Manager.
9.
FACILITIES INVENTORY
The lease agreement for the kitchen includes the items listed in Schedule A attached to this agreement.
Prior to the beginning of the contract or first date of operations, the Lessor and the Lessee shall perform
a joint facilities inventory to determine:
•
The operating condition of all capital equipment; and,
•
The condition of the premises including all surfaces;
Photos to be attached.
In no event shall either party remove, without the written permission of the authorized
representative{s) of either party, any capital or major equipment or facilities.
It is the responsibility of the Lessee to notify the Lessor immediately if any of the equipment becomes
non-functioning or a safety hazard.
10. MAINTENANCE & CARE OF KITCHEN EQUIPMENT
The cost of normal maintenance and care of kitchen equipment will be the responsibility of the landlord
unless due to negligence on the part of the Lessee.
The Lessee agrees to pay for the range hood inspection under NFPA {fire) regulations if required.
11. HOUSEKEEPING
The lessee will be responsible for the normal housekeeping {cleaning and sanitizing) of those areas
affected by the operation of the cafe/restaurant; including the kitchen, dining area, any areas rented for
banquets, and all walls associated with each.
Restaurant cleanliness shall meet Oxford County Public Health Unit standards. Due diligence is the
responsibility of the lessee.
12. WASTE REMOVAL
The lessee will be responsible for the coordination and costs associated with waste removal including
tipping fees, cooking oil removal, recycling, etc.
3
13. TELEPHONE
The lessee may install a business line and point of sale machine at his/her expense. An existing system
has been installed in terminal and any connections will be made through this system.
The Airport telephone Is for airport usage with only limited usage allowed.
14. WALLS
Walls are for airport usage. No advertising or paraphernalia are to be put on walls or hung from ceiling
without approval by the Airport Manager, in their sole and absolute discretion.
15. FACILITY CHANGES
No changes, installation of signage, renovations or capital improvements shall be made by the Lessee to
the equipment, building or food service operation without the written consent of the Lessor.
16. TERMINAL RENTALS
Due to the nature of the facility, it is necessary that the boardroom and/or common area be used by the
Lessor for a variety of functions. These functions may take place during or after the restaurant hours of
operation. Airport management will provide notice of any functions and opportunities for catering.
All Lessee special event rentals must be coordinated in conjunction with the airport manager and are
subject to fees in accordance with the current Rates and Fees bylaw of municipality.
17. OTHER BUSINESSES
No other businesses are to be operated in conjunction with the restaurant without prior approval by the
Lessor in their sole and absolute discretion.
18. REGULATION COMPLIANCE AND LEGISLATION
The Lessee shall ensure all services and products provided In respect to this Contract are in accordance
with and under authorization of all applicable authorities (Municipal, Provincial and Federal); including
but not limited to:
•
The Occupational Health and Safety Act and its regulations
•
The Workplace Safety & Insurance Act
•
The Environmental Protection Act (Ontario) and its Regulations
The Lessor reserves the right to request authentic copies from the Lessee of any documentation
relevant to the aforementioned compliance requirements. Failure to provide may result in the
termination of the lease.
4
19. WORKPLACE SAFETY AND INSURANCE BOARD (WSIB)
The lessee shall be required to supply a Certificate from the Workplace Safety and Insurance Board prior
to the start of the contract and upon fourteen (14) days notice, if requested in writing, during the life of
the contract. The Certificate shall indicate that all of the assessments the Contractor or any
Subcontractor is liable to pay under the Worker's Safety Insurance Board Act or successor legislation
have been paid and that they are in good standing with the Board.
20. W.H.M.I.S. REQUIREMENTS
The lessee must supply a supplier label and appropriate Material Safety Data Sheet under the
W.H.M.I.S.Iegislation and Hazardous Material Protection Act for all controlled products to be used in
conjunction with the lease and operation of the concession. Any controlled goods supplied without
appropriate data sheet and proper labeling will not be allowed on site and will be immediately removed
by the lessee from the premises.
21. INSURANCE
The lessee will maintain and pay for Commercial General liability Insurance, which coverage shall
include premises and all operations to be performed by the lessee, his/her employees, and/or agents.
This insurance coverage shall be subject to limits of not less than Two Million Dollars ($2,000,000.00)
inclusive per occurrence for bodily injury, death and damage to property including loss of use thereof for
any one occurrence.
The policy shall include The Corporation of the Town of Tillsonburg as an additional insured in respect of
all operations performed by or on behalf of the lessee.
The lessee shall be entirely responsible for the cost of any deductible.
The Insurance Policy shall not be altered, cancelled or allowed to expire or lapse, without thirty (30)
days prior written notice to the lessor.
22. LOSS OR DAMAGES
It is the Lessee's responsibility to maintain appropriate controls over the storage and safekeeping of
property belonging to the Lessee and/or their staff; including, but not limited to, all inventory and
monies maintained on the premises. The Lessor will not be liable for any loss or damage to the Lessee's
property stored on the premises, for any reason.
The lessee shall also indemnify and save harmless the Lessor from and against all claims, demands, loss,
cost, damages, actions, suits or other proceedings by whomsoever made, brought or prosecuted by, or
attributed to any such damages, injury or infringement as a result of activities under this Contract.
s
23. DAMAGE CLAIMS
The lessee shall be responsible for all damages caused by it, its employees, agents, any workers or
persons employed by it, or under its control, or arising from the execution of the Work, or by reason of
the existence, location, or condition of Work, or of any materials, plant or machinery used thereon or
therein, or goods supplied in execution of the Contract, or which may happen by reason of theirfallure
or the failure of those for whom they are responsible, to do or perform any or all of the several acts or
things required to be done by them under the Contract.
24. INDEMNIFICATION
The Lessee shall indemnify and save harmless the Lessor from and against all claims, demands, loss,
cost, damages, actions, suits or other proceedings by whomsoever made, brought or prosecuted by, or
attributed to any such damages, injury or infringement as a result of activities under this Contract.
25. EMERGENCY TELEPHONE NUMBER
The lessee shall provide the lessor with the name(s) and telephone number(s) of his/her
representative(s) who can be contacted on a 24-hour basis in case of an emergency during the term of
the Contract.
26. TOWN NOT EMPLOYER
The Lessee agrees that the Corporation of the Town of Tillson burg or the Tillson burg Regional Airport
are not to be understood as the employer to any successful Cafe operator nor to such Cafe operators
personnel or staff for any work, services, or supply of any products or materials that may be part of this
contract.
27. NON-TRANSFERRABLE
This contract is not assignable, in whole or in part, except by written permission provided by the Town
ofTillsonburg in their sole and absolute discretion. Execution of the "Kitchen Rental Agreement" is not
to be deemed as reason for provision of preferential treatment to the lessee in his/her use of the
airport, nor is there to be any inference, that the lessor is under an obligation to enter into any other
agreements with the lessee related to the airport. The lessor will give equal consideration to all public
users of the facility including the lessee.
28. CHARACTER AND EMPLOYMENT OF WORKERS
The lessee shall employ only orderly, competent and skillful workers to ensure that the Cafe operations
are carried out in a professional manner. In the event that any person employed by the Lessee in
connection with the work arising out of this Contract gives, in the opinion of the Lessor, just cause for
complaint, the lessee upon notification by the lessor in writing shall not permit such person to continue
in any future work in conjunction with the Airport Terminal Cafe.
6
29. TERMINATION OF THE CONTRACT FOR CAUSE
In the event of any material default in this agreement by the Lessee that is within the reasonable control
of the Lessee, the Lessor shall have the right to provide written notice of such default and demand that ·
the deficiency of program be rectified within five (5) working days or such longer period as may be
agreed upon by the Lessor. If the said default is not rectified or steps are not take to rectify the
situation according to the agreed upon plan, the Lessor shall be entitled to issue a written notice of
termination for cause with no less than thirty {30) days notice and all commissions outstanding shall be
payable to the Lessor within thirty {30) days from termination.
The Lessor may immediately terminate the Agreement if the County of Oxford Board of Health notifies
the Lessorthat:
•
The bacterial content of the food fails to meet public health standards; or,
•
The method for preparing, packaging, storing or shipping food is deemed unsatisfactory in
meeting public health standards; or,
•
Any other condition exists that, in the opinion of the County of Oxford Board of Health,
results in food being deemed unfit for human consumption.
If the Agreement is terminated immediately, all outstanding monies shall be payable to the Lessor
within ten (10) business days following termination.
30. TERMINATION FOR CONVENIENCE
This agreement can be terminated by either party by giving notice, in writing, sixty {60) days prior to the
termination date or the expiration of the lease term. If this clause is invoked, all outstanding monies
shall be payable within thirty (30) days of termination.
31. INTERPRETATION
The terms and provisions of the Agreement shall be in accordance with the laws of the Province of
Ontario.
32. FORCE MAJEURE
Neither party shall be held liable for non-performance or damages if caused by events of Force Majeure,
which, without limiting the generality thereof, includes fires, floods, unusually severe weather or Acts of
God, and are beyond the reasonable control of a party, provided same shall not apply to delay or excuse
any financial obligation.
7
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals.
SIGNED, SEALED AND
DELIVERED In the
Presence of
)
THE CORPORATION OF THE
TOWN OF TILLSON BURG
DATE
MAYOR
)
DONNA WILSON
DATE
CLERK
THE LESSEE
MICHAEL PAPAIOANNOU
DATE
OWNER
I have the authority to bind the corporation
THE LESSEE
8
APPENDIX A- CAF~ INVENTORY UPDATED MAY 6, 2011
1 KEURIG COFFEE MAKER
1 BLACK AND DECKER TOASTER
1 WHIRLPOOL GOLD FRIDGE W/BOTIOM FREEZER
1 MOYER DIEBEL DISHWASHER
1 WHIRLPOOL 5 BURNER STOVE
1 GRILL/OVEN
1 PANASONIC S/S MICROWAVE
1 WESTBEND 32 CUP COFFEE PERCOLATOR
1 BETTY CROCKER WATER KETILE
1 SUNBEAM 10 CUP COFFEE MAKER
1 BLACK AND DECKER TOASTER OVEN
1 S/S PAPER TOWEL HOLDER
2 S/S MIXING BOWLS
1 S/S STRAINER
1 PLASTIC MEASURING CUP
1 BRAVETil PRO CROCKPOT
2 SERVING TRAYS
1 GREY DISH TOTE
1 EYE WASH STATION
2 PLASTIC FOOD CONTAINERS
1 BLACK AND DECKER GRIDDLE
24 WHITE DINNER PLATES
24 WHITE COFFEE MUGS
36 PALM CHINA CUPS 7 OUNCE
9
36 PALM CHINA SAUCER 5 W'
36 GIBRALTAR 8 OUNCE GLASSES
12 WHITE PIE PLATES
24 CHILI/SOUP BOWLS
10 AIRPORT COFFEE MUGS
1 PROVEN MITTS
CAN OPENER
VARIOUS PLASTIC AND WOODEN SPOONS/UTENSILS
4 KITCHEN AID POTS VARIOUS SIZES
2 LAGOSTINA FRYING PANS
1 KITCHEN AID FRYING PAN
3 NAPKIN DISPENSERS
1STOCK POT
16 SALT/PEPPER SHAKERS
2 VINEGAR DISPENSERS
48 SETS KNIVES-FORKS-SPOONS-COFFEE SPOONS
1 BLOCK OF HENCKELS KNIVES-6 KNIVES AND 1 PAIR OF SCISSORS
3 VARIOUS SIZES CUTTING BOARDS
VARIOUS HAND TOWELS AND COUNTER RAGS
10
I
I
. I
I
11
12
13
14
15