HomeMy WebLinkAbout06 149 Agree Can Tire Land Sale
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2006 - 149
BEING A BY-LAW TO ACCEPT AN OFFER TO PURCHASE AND TO
AUTHORIZE THE SALE OF LAND TO
CANADIAN TIRE REAL ESTATE LIMITED
{Part 3 of Part of Lot 1 Concession 1, South of Durham Road (former
Township of Kincardine) Municipality of Kincardine, County of
Bruce)
WHEREAS Section 268 of the Municipal Act, 2001, 5.0. 2001, c. 25, as
amended, provides for procedures for the sale of lands declared surplus by
municipalities;
AND WHEREAS the Municipality of Kincardine, on September 17, 2003 passed
By-law No. 2003-133, being a By-law to establish procedures regarding the sale
of real property;
AND WHEREAS the Municipality of Kincardine, on April 21, 1999 declared as
surplus to its needs those lands described as Part 3 of Part of Lot 1 Concession
1 South of Durham Road (former Township of Kincardine), in the Municipality of
Kincardine in the County of Bruce;
AND WHEREAS the Council of the Corporation of the Municipality of Kincardine
deems it advisable to dispose of the aforementioned lands;
AND WHEREAS Canadian Tire Real Estate Limited wishes to purchase the said
lands:
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That the Mayor and C.A.O. be authorized and directed to execute such
documents, on behalf of The Corporation of the Municipality of Kincardine,
as they may deem advisable to convey the lands described as
Part 3 of Part of Lot 1 Concession 1, South of Durham Road (former
Township of Kincardine), Municipality of Kincardine in the County of
Bruce, to Canadian Tire Real Estate Limited, being approximately 1.5
acres, to be adjusted on closing based on the plan of survey.
2. That this transaction is subject to the conditions set out in the Offer to
Purchase attached hereto as Schedule "A" to this By-law.
3.
The unit price for the said lands shall be eighty-seven thousand, five
hundred dollars ($87,500.00) per acre, which based on 1.5 acres shall be
one hundred and thirty-one thousand, two hundred and fifty dollars
($131,250.00), with sale price to be confirmed on closing based on the
plan of survey.
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Canadian Tire Real Estate Limited Land Sale By-law
By-Law No. 2006 - 149
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4.
That this by-law shall come into full force and effect upon its final passage.
5. This By-law may be cited as the "Canadian Tire Real Estate Limited Lands
Sale By-law".
READ a FIRST, SECOND and THIRD TIME and FINALLY PASSED this 9th day
of August, 2006.
iJL-1t- ~.
Mayor -
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erk
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1 ~ _IA" . ~ REAL ESTATE LIMITED (the "Purchaser") hereby
offers to purchase fromr,.¡~~unlcipality of Kincardine (the "Vendor') Cêrtain vacant
lands sItUated in the Municipality of Kincardine, In the Province of Ontario, containing a
total of 1.5 acres more or leas (said lands being referred to as the ·PropeJtt). The
Property is described on Schedule "A". The Property is identified as.,k6t #3 on
SChedule "S", Fh (""t
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2. ~ ~~-
Subject to paragraph 3. the purchase price of the PfClperty shall be ON 'iJ.
HUNDRED AND THIRTY ONE THOUSAND TWO HUNDRED AND F'fFrY DOLLARS I'tý
($131,250.00) (the "purd1ase Price") payable as follows: the sum of SIX THOUSAND
FIVE HUNDRED AND SIXTY-TWO DOLLARS AND 50/00 ($6,662.50) by certtftecI
cheque to the Vendor, as 8 deposit, Is paid with this Offer, to be held by the V~Dr In
1rust pending completion or other termination of this agreement and to be credited on
account of the Purchase Pñc:e on cJoalng, and the Puroh.ser shaU pay the balance of
the Purchase Price by certified cheque on closing, subject to the adjustments refarred
to in paragraph 11.
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In the event the purchase is not completed by the Purohaser by reason of
the non-fulfilment of the conditions a8 hereinafter contained or by reason of the default
of the Vendor, the Deposit shan be returned to the Purchaser without deduction.
3. SU D S OF C
The Vendor shall. at its expense, cause an Ontario Land Surveyor to
prepare a survey of the Property In the nature of a reference plan pñor to Closing. The
surveyor shall alIa certify as to the total number of acres and fractions thereof conect
to three (3) decimal places contained in the Property, and the total Purchase Price shall
be an amount equal to the number of acres and frsøtlons thereof of the Property, as
certified by the surveyor, mulUplled by S87.500.00. The Vendor will. at fts expense.
arrange for thta registration of said reference plan in the appropriate land registry oftIce
prior to closing.
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4. .ACÇEPTWgE
This offer sheU be Irrevoçable by the Purchaser until 5:00 p.m. on the 31 lit
day of August, 2006, after which time if not accepted by the Vendor thIs offer shElII be
null and void end the deposit returned to the Purchaser without interest or deduttion of
any kInd.
5. .I!I:!&
Provided 'the title Is good and free from all encumbrances. save for the
encumbrances listed on Schedule "c" (the ·pennitted Encumbrances" pmvided that
said Pennltted Encumbrances are in good standing.
The PUrchaser to be allowed until the Conditional Time, as referred to in
paragraph 6, to investigate the title at Its own expense and if wittlin that time: It $hall
furnish the Vendor in writing with any valid objection to the tìtJe. Including non-
compliance with the terms and conditions of any Permitted Encumbrances, which the
Vendor shall be -unable to remove or which the Purchaser will not waive. this offer shall,
notwithstanding any Intermedløte acts or negotiations, be null and void and the deposit
returned to the Purchaser without deduction of any kind. Save as to any valid objectiOn
80 made WIthin such time and save for matters going to the root of title and ~atters
arising after the Purchaser's examination of title, the Purchaser shall be conclusively
deemed to have accepted the title of the Vendor to the Property.
&. C so CL IN ~:Á'~
The Purchaser's obligation to complete the purchasl J . .., ,.. .
upon the following matters: 2~
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the Purchaser being satisfied that the omcial plan and zoning by-law
appJicable to the Property w1n pennit the Purchaser to construct and
operate on the Property and adjacent lands owned by the purchasc::r an
expansion of its existing Canadian Tire Associate Retail Store, Including a
relocation of its garden centre, together with a Mark'~ .Work Wearhouse
and an automobile rentalagenoy (the "Purchaser's Facality");
the Purchaser being satisfied. in its sole discretion. with the environmental
and geotechnical condition of the Property and. for such purpose. on the
acceptance of this offer, the Purchlser shall be pennltted to enter on the
Property at its sole expense and risk for the purpose of making suoh soil.
environmental, geotechnical and other tests as may be required. including
an environmental audit. provided thet the Purchaser shell to the extent
reasonably practicable repair any damage to the Property caused by such
testing: and
that the purchase provided for herein hIS received the approval of the
Real estate Committee of the Purchaser.
In the event that the Purchaser has not notified the Vendor In writing that
the above condition. have been futftUed. satisfied or waived by 6 p.m. on the ninetieth
(go") day after the date of acceptance of this Offer (the ·Conditional Time-). this Offer
shall be null and void and the DèpOslt shall be retUrned to the Purchaser without
deduction.
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The foregoing conditions are for the benefit of the Purahaser and the
fulfilment of anyone or more of them may be waIVed In whole or In part by the
Purchaser at any time or times.
1. ~
The Agreement of Purchase and Sale II to be .ffectIw only .. the
subdivision control pmvisions of the Plenning Act of Ontario relating to eeveranc:e and
sUbdivision Of lend are complied with. ..
8. ~~SENTAl1DNSAtmyvðØRAtffiES
The Vendor represents and warrants to the Purchaser that. as of the date
of acceptance of this Offer end at Closing. and the Vendor further acknowledges and
agrees that It is a condition of the Putchaser's obligation to complete the pUrchase
contemplated herein that the following representations and warranties will be true and
correct at Closing:
(i) there are no actions, suits or proceedings pending or threatened
with respect to the Propeny;
(ii) it has not received any notice of and is not aware of any
exproprlaUon or proposed upropriatlon of the Proþerty or any part
thereof: .
(iii) there exist no agreements, covenants or Instruments that in any
way prevent or prohibit the Vendor from entering into this
Agreement or complying with any of its tenns or conditions;
(Iv) no municipal. provincial or other competent authority has made any
order or other provision reapecting the use or occupation of any
part of the Property. other than as contained in the municipal by-
lews of general applloatlon. and the Vef'ldor he$ received no notice
from any suoh authority directing any alteration" repa(r.
Improvement or other work to be done or performed to or In respect;
of the Property or any part thereof;
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(v) this Agreement has been duly authorized. validly exeouted and
delivered by the Vendor¡
~ (vi) IheIe are no Ioc:allmpnwement chalges or speçal ~agalnst If
/. the Property nor has the Vendor received any notice of a~
progosed Iocsllmprovement charges Dr speci~evie~!¡.~~ c..t ~ ... ~
~ <.. "'-l ~~ Co ("'. ..s. c:.. '--'~"'to ta - .:;~\:- q.,s ..:S C--...Êi :r c...I'W"-' ~ .. .3 P
_4..OS C. ~. .:. ..s '..\-(VllrIool'ÍII mumClpal ~'-7'rà~tIè"Jr88li'rm àsie'ismehts wit~ respect to 1
the Property are paid In full or Win be adjusted as provided In this ."."
agreement and there ani no pending appeals or other proceedIngs
In existence with respect to such taxes, rates, levies and
assessments; and
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(vii) the Property Is not lubJ.ct to any restrictions. conditions or
restrictive covenants, save for the Pennitted Encumbrances.
9. ~
The Vendor covenants to deliver to the Purchaser \/Vithin five (5) days after
acceptance, for the Purchaser's examinaUon, inspection, copy and review. all of the
following documents, records and reports which are in its possession relating to the
Property:
(a) copies of any surveys, plans. specifications and drawings, including
servidng plans, relating to or in respect of the Property;
(b) copies of third party reports. correspondence or other records relating to
the Property including, wtIhout limitation, any planning or zoning reports,
any occupancy permits, environmental tests, audits or reports;
(c) copies of any engineering reports relaUng to the Property.
10.
(b) The Vendor consents to the Purchaser making applications, at the
Purchaser's sole expense, for all requisite clearances, searches and enquiries to any
governmental authority, body, agency or department having jurisdiction In respect of the
Property, and the Vendor shall proVIde, at the request of the Purchaser, 8uch reasonable
written authorizations as may be required for such purpose. '
11. I NTS .
The Purchale Price WIll be adjusted by apportioning as between the
Purchaser and the Vendor as of the Closing Date all adjustm.ms which are customarily
made in transactions similar to this transaction inctudlng, without limiting the generality
of the foregoing. all real property taxes (or grants in lieu thereof), local improvement
rates, utilities, all to the end that .If costs relating to the Property for Or in respect of
periods up to but not tndudrng the Closing Date will be to or for the account of the
Vendor. The Vendor will pl'8pant a draft statement of adjustments and submit same to
the Purohaser at lout five (5) business days before the Closing Date. The Vendor and
Purchaser agree to readjust the adJustrnenta made on Closing, if necessary, once more
accurate figures are available .8 soon as reasonably convenient. but no later than
twelve (12) months after Closing.
12. CLOSING D!~
<-> On the Closing, the Vendor shall deliver to th. Purchaser the following. all
of which, save as expressly proVided herein. shall be prep¡tr8d at the Vendor's expense
and .he" be subject to the prior approval of the Purchaser, acting reasonably:
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F~ICIPALITY OF klNCARÞIME
AUG-Og-ZOOS 11;..
(vi)
(Vii)
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(I)
a registerable Transfer of the Property whioh shaD include the
&tiItements of the Vendor Bnd Vendor's soßcilor referred to in
Seatton 50(22) of the Plennlng Act, Ontarto;
the St6tan1ent of Adjustments:
a staMOry declaration of 1m officer of the Vendor that the Vendor I.
not a non-resident of Canada \\4thin the meaning of the Income
Tax Ad. (Canada);
such other assurances and documents as the Purà'la8er may
reasonably require of the Vendor in a timely fashion prior to Closing
to be delivered at Closing, for more perfectly and absolutely
assigning, transferring and vesting In the Purnhaser title to 111.
Property fre. end clair gf any mortgage, lien, charge or .
encumbrance:
(Ii)
(III)
(iv)
(v)
a certified copy of a Bylaw passed bV the municipal œuncil of the .
Vendor IppRJ'Jing the sale of the Property to the Purcheaer, on the
terms of this Agreement, and the execution of this Agreement and
of aU documents required to compjete the sale of the Property;
a certificate of en officer of the Vendor confirming that all
representations and warranties of the Vendor contained in
paragrøph a of this agreement are true and correct as of the
Closing Date: and
an Undertaking fmm the Vendor to r&fIdjust Items on the
Statement of Adjustments or InadVertently omrtted therefrom. If
necessary. fojlowlng and WIthin twelve (12) months after ClosIng;
(b) On the Closing, the Purchaser shaD deliver to the Vendor the folloWIng
(and III prepared at the Purchaser's 8)Cpense);
(i)
.(Ii)
8 certified cheque or bank draft in an amount equal to the adjusted
balance of the Purd1ase Pl1ce; and
an Undertaking from the Purchaser to re-adjust items on the
statement Of Adjustments or inadVlll't8ntly omitted therefrom, If
necessary, followfng and within twelVe (12) month. after Closing.
13. CLOSING
The purchase herein shell be completed thirty (SO) daye ..,.. the
conditionç contained In paragraph 6 have been sstisfietd or waived (the IClœingll gr
"Closing Date'. .
VENDOR AGR&I!MENTS
The Vendor covenants end agrees with the Purd'lB88f BS follows:
(I) Upon the extension of Millenium Way IIdJaaent to the east . y1 \J I ~
boundary of the Property being opened Wi.. "UNit: t:,'I--_" tb /V7
J 111 J.._" .... the Purchaser wll be allowed. It its request. a driveway .
aoceea for Ingress and egress by vehleles between the Property
and the Mid extension of Millenium Way. Said drIVeWay access
will be constructed at the sole cost of the Purchaser.
(If) On the request of the Purehaser, the Vendor will CQoOperale to
allow the Purchaser to move fiR from the Property to other fands
owned by the Vendor In the ~cinity of the Pltlperty I
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15. E1iJ1REAGBEEIIEta /"v- ~ è.\2'
It Is agreed thid there are no representations. warranties. collateral "i?
agreements or conditions affecting thie Offer to Purchase or the Property except as 1h '/
expressed herein. "11
16. TEfiþl!R
Any tender of documents or money may be made upon either party or
their solicitors and money may be tendered by cash or certified cheque. .
17. NOTICE
Any notice required to be given pursuant to this Offer to Pl:Jrchllse shall be
sufficiently given if served or delivered personally or sent by'faœlmile tnlnsmJsslon. and
in the case of the Purchaser addressed to It at:
Canadian Tire Real Estate Limited
P. O. Box 770. StIItion-K"
2180 Yong. Street. 15th Floor
TOlQnto, Ontario
M4P 2V8
Attention: The PrMld_m
Facsimile: (416)48~3990
and in the esse of the Vendor to It at:
The Municipality of Kincardine
Municipal Administration Centre
1475 concession 5, R.R. #5
Kincardine. Ontario
N2Z 2X6
Atblntion: Chlêf &1rolnlstratlvø OffIcer
Facsimile: (519) 396-8288
Any such notice shall be conclusively deemed to have been given on the date of
delive~ or the date of transmission. If such day is a business day and if delivered or
transmítted before 6 p.m. on said day and. otherwise. shall be deemed to have been
_ gjven on the next business day after the date of deUvery or the date of facsimile
transmission. as the œee may be. .
EIther party may at any Ume giVe notice in wrttIng to the other of any change of addl'8l8
of the partY giving such notfce, and from and after the gMng of such notice the address
herein specified shaJJ be deemed to be the address of such party for the gMog of
notices herein. The word -notice- in this paragraph shall be deemed to include request,
lta1ement and other writing In this Offer provided or permitted to be glv8n by the Vendor
to ttw Purchaser or by the Purchaser tc the Vendor.
18. INCOME TAX ACT
On closing the purchase herein the Vendor shElI1 deliver to the Purchaser.
(a) eVidence satisfactory to the Purchaser establishing the Vendor as a
resldènt in Canada for the purposes of the Income Tax Ad. (Canada); or
(b) a certJftcate of the Minister of National Røvenue 'eeued to the Vendor and
Purchaser pursuant 10 Section 118(2) of the Income Tax Artt. (Cøneda).
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19. ~
The Vendor covenants and agrees with the Purchaser that the Vendor
shall be responsible for and shall pay any real estate agenrs commission payable with
respect to this tl'llnsøctlon.
20.
Closing.
VACANT pq~S$IOJi
The Vendor covenants to deliver vacant possession of the Property on
21. It.MJ1gF 'II::œ I;SS~Nq
Time in all respects shall be of the essence hereof.
22. ~IGNE
The Pu aser may usign this agreement upon written notice" to the
Vendor, but the Purchaser shall remain liable hereunder. This agreement shall not
otherwise be assignable by lither party.
23. N9N-BUSIlESe DAY
In the event that any date established by or In accordance with this
agreement or any date of tennination for a period of time set forth or referred to in this
agreement shall fall upon a non-business day or a Saturday, then &uch date Shall be
deemed to be the next following business day which 18 not a Saturday.
24. C ON
1$ agreement and any amendments, counter offers. waivers or other
notices relating to this Bement mty be made or given by the exeDtJtion of a facsimile
copy of same and/or by ¡mile transmission of same.
25. SERVICE
he urchaser agrees an confirms that II will be at the time of Closing a
registrant under Part IX of the ExCiSe Tax Act (Canada) ("GST Leglslatlon-) and that it
will p-rovide the Vendor with its registration number p'rlor to Closing. The Venöor and
the Purchaser acknowledge that the purchase by the Purchaser of the Property is
govemed by the provisions of Sections 221 (2)(b) and 228(4)(8) of !he GST Leglslatlon.
Accordingly, the Vendor has no obligation to collect GST and the Purchaser shall self-
aness ttì. GST owing in respect of the transaction contemplated by this agreement.
28. BlNQING ~FFeCT
The agreement constituted by this Offer and its acceptance shall enure to the
benefit of and be binding upon the parties hereto and therr respectIVe successors and
pennitted assigns.
27. ME E E
No supplement. amendment or modification of this agreement shall be
binding unless executed in writing by the parties hereto in the same manner as the
execution of this agreement.
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DATED at Toronto. Ontario. this _ day of June, 2008.
~~ESTATEUllrœo
Per: ~
Name:
11Oe:
Per: -eJ.-<J"C"..,.",
Name:
Title:
lIWe have authority to bind the Corporation
The undersigned hereby accepts the above offer and its tenns. covenants
and conditions and agrees to and with the above named Purchaser to duly cany out
same or¡ the terms and condlllons above mentioned.
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DATED at Kincardine. Ontario, this 10th day of AURust
-'-h..c- C "''''po'''~-\(- e(
nil MUNICIPALITY OF KINCARDINE
2006.
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ame: John deRosenroll -::;..- J.I':'~..,. '.:.C2~ ,,/
Title: Chief Administrative Officer ~j.u..'''/
Per: ~ ~
-
Name: Glenn Sutton
Title: Mayor
IlWe have authority to bil1d the Municipality
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Part of Lot 1, Concession 1, SDR. Municipality of Kincardine, COunty of Bruce.
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08/08/2008 14:22 FAX 418 480 3890 C.T.R.E.L.
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08/08/2008 14:22 FAX 418 480 3880
+518-196-1281
Aua-Ot-ZODG ID:ZZ
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C.T.R.E.L.
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T~26B P.D11/013 ~74
PROtHUICIPALITt 0' ICIIlCARDINE
ICtt~UlE"cn
PermlttertJEnqum~
1. Instrument No. 947148 being an Agreement made as of the 14" day of January,
2000 between 1330204 Ontirlo Inc. and the Corporatton of the MuniCipality of
Kincardine.
2. Instrument No. 0346510 registered OctoÞer25. 1999 being an agreement
between Canadian Tire Real Estate Umlted and the Corporation Of the Township
of KincardinelBruceJilVerton.
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