MOTION RECORD OF BDO CANADA LIMITED MINDEN GROSS LLP ...

BETWEEN:

Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

ROYAL BANK OF CANADA Applicant

- and-

D.M. ROBICHAUD ASSOCIATES LTD.

Respondent

MOTION RECORD OF BDO CANADA LIMITED (returnable October 16, 2019)

October 2, 2019 MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Raymond M. Slattery (LSO#204 79L) [email protected]

Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BDO Canada Limited, in its capacity as Receiver ofD.M. Robichaud Associates Ltd.

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TO: THE SERVICE LIST ATTACHED

SERVICE LIST

TO: AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9

Sanjeev Mitra Tel: (416) 865-3085 Email: [email protected]

Sam Babe Tel: (416) 865-7718 Email: sbabc(czJairdberlis.com

Kathryn Esaw Tel: (416) 865-4707 Fax: (416) 863-1515 Email: [email protected]

Lawyers/or Royal Banko/Canada

AND TO: PALLETT V ALO LLP 77 City Centre Drive West Tower, Suite 300 Mississauga, ON L5B 1 M5

Alex Ilchenko Tel: (905) 273-3022 Fax: (905) 273-6920 Email: ailchenko(a),pallettvalo.com

Lawyers for D.M Robichaud Associates Ltd.

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AND TO: BOO CANADA LIMITED 20 Wellington Street East, Suite 500 Toronto, ON M5E 1 CS

Brad Newton Tel: (416) 775-7829 Email: bne\vton(a)bdo.ca

Receiver

AND TO: BOC CAPITAL INC. 121 King Street West, Suite 1200 Toronto, ON M5H 3T9

Margaret Bernat Tel: (416) 952-9685 Email: Margaret.BERNAT(c~bdc.ca

AND TO: DEPARTMENT OF JUSTICE (CANADA) The Exchange Tower 130 King Street West, Suite 3400 Post Office Box 36 Toronto, ON M5X 1K6

Diane Winters Tel: (416) 973-3172 Fax: (416) 973-0810 Email: diane.winters(c7;justice.gc.ca

AND TO: MINISTRY OF FINANCE Legal Services Branch 777 Bay Street, 11 th Floor Toronto, ON MSG 2C8

Kevin O'Hara Tel: (416) 327-8463 Email: kevin.ohara<cuontario.ca

AND TO: LiUNA LOCAL 183 1263 Wilson A venue Suite 200 Toronto, ON M3M 3G3

Maheen Merchant Tel: 416.241.1183 Email: [email protected]

AND TO:

AND TO:

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MINDEN GROSS 145 King St. West, Suite 2200, Toronto Ontario M5H 4G2

Raymond M. Slattery Tel: 416.369.4149 Email: rslatterv<2Drnindengross.com Kenneth L. Kallish T: 416.369.4124 Email: [email protected]

Lawyers for BDO Canada Limited

LENCZNER SLAGHT ROYCE SMITH GRIFFIN LLP Barristers Suite 2600 130 Adelaide Street West Toronto, ON M5H 3P5

Matthew B. Lerner Tel: 416-865-2940 Fax: 416-865-2840 Email: mlerner(cu.liti uate.com

Brian Kolenda Tel: 416-865-2897 Fax: 416-865-3710 Email: bkolenda(l:l'!litigate.com

Lawyers for Trisura Guarantee Insurance Company

AND TO: FINNERTY LAW OFFICES INC. 1430 Blue Oaks Blvd., Suite 200 Roseville, CA 95747

Kathleen E. Finnerty Tel: 916-899-5072 Email: KFinn(a),kfinnertvlaw.com

Lawyers for Electro Scan Inc.

AND TO:

AND TO:

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KOSKIE MINSKY LLP 20 Queen Street West, Suite 900 Toronto, ON M5H 3R3

Demetrios Yiokaris Tel: 416-595-2130 Fax: 416-204-2810 Email: dyiokaris<c:V,kmlaw.ca

Lawyers for LIUNA Local 183

BLANEY MCMURTRY LLP 2 Queen Street Ease, Suite 1500 Toronto, ON MSC 3G5

Dan Giantsopoulos Tel: 416-593-2984 Fax: 416-594-2694 Email: [email protected]

Lawyers for Capital Infrastructure Group Inc.

AND TO: ANDRIESSEN & ASSOCIATES, BUSINESS LAWYERS 703 Evans Avenue, Suite 101 Toronto, ON M9C 5E9

Inga B. Andriessen, J.D. Tel: 416-620-7020 ext. 22 Fax: 416-620-1398 [email protected]

Lawyers for Humberview Group Leasing Inc.

AND TO: FOSS NATIONAL LEASING 300 John St. Thornhill, ON L3T 7R4

Richard Oliveira Email: roliveira(@fr1ssnational.com

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AND TO: TD EQUIPMENT FINANCE CANADA INC. 2020 Winston Park Drive, Suite 302 Oakville, ON L6H 6X7

Christopher Corbett Email: Christopher .corbett@)td.com

AND TO: KALTIRE A CORPORATE PARTNERSHIP 1290 Hopkins St. Whitby, ON LIN 6A9

AND TO: ROYAL & SUN ALLIANCE INSURANCE COMPANY OF CANADA 2225 Erin Mills Parkway, Ste. 1000 Mississauga, ON L5K 2S9

AND TO: EARL BROUSSEAU 95 North St. Brooklin, ON LIM 0C5

AND TO: DAVID ROBICHAUD 65 McLellan Crt. Courtice, ON L 1 E 1 Z9

AND TO: CARRUS INVESTMENTS LTD. 207187 Highway 9 Mono, ON L9W 611

AND TO: WORKPLACE SAFETY AND INSURANCE BOARD Head Office 200 Front Street West Toronto, ON M5V 311

Tel: 416-344-1000 Fax: 416-344-4684 Email: emploveraccounts(a)wsib.on.ca

AND TO: MCMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, ON M5J 2T3

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Jeffrey Levine (LSO #55582H) j cffrev .1 evine(Zumcmillan. ca Tel: 416-865-7791 Fax:416-865-7048

Calie Adamson (LSO #61750W) cali e .adamson(ZzJmcm ii Ian. ca Tel: 416-865-7240 Fax: 416-865-7048

Lawyers for Saertex MultiCom LP

AND TO: THE CORPORATION OF THE TOWN OF LAKESHORE 419 Notre Dame Street Belle River, ON NOR lA0

Stephanie Dimmel sdimmel(ii)lakeshore.ca

AND TO: WEIRFOULDS LLP 4100 - 66 Wellington Street West PO Box 35, TD Bank Tower Toronto, ON M5K 1B7

Philip Cho (LSO #45615U) pcho(q),weirfoulds.com Tel: 416-619-6296 Fax: 416-365-1876

Lawyers for the Town of Richmond Hill

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AND TO: CITY SOLICITOR, LEGAL SERVICES 5 5 John Street Suite 1260, 26th Floor, Metro Hall Toronto, ON M5V 3C6

Roberto E. Zuech (LSO #38543A) [email protected] Tel: 416-392-3735 Fax: 416-397-5624

Lawyers for the City of Toronto

AND TO: BELANGER CONSTRUCTION 100 Radisson Ave.

AND TO:

Chelmsford, ON P0M 1 LO

Alain Bergeron [email protected]

TOWN OF OAKVILLE 1225 Trafalgar Rd. Oakville, ON L6H 0H3

Erik Zutis eriks.zutis(ct)oakville.ca

#3603508v5 I 4113016

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INDEX

TAB NO. PAGE NO.

1 Notice of Motion 1-6

2 The Second Report to the Court ofBDO 7-25 Canada Limited, in its capacity as Receiver ofD.M. Robichaud Associates Ltd., dated September 27, 2019

A Appendix A - Interim Receiver 26-39 Appointment Order dated March 13, 2019

B Appendix B - First Amending Order dated 40-45 March 15, 2019

C Appendix C - Second Amending Order 46-50 dated March 21, 2019

D Appendix D - Court order dated April 15, 51- 56 2019

E Appendix E - Receiver Appointment 57-73 Order dated May 1, 2019

F Appendix F - Court Order dated June 10, 74-76 2019

G Appendix G - Bankruptcy Order dated 77-79 June 25, 2019

H Appendix H - Summary of Construction 80-81 Claims Received

I Appendix I - Independent Security 82-83 Opinion on Equipment Leases

J Appendix J - Independent Security 84- 115 Opinion on RBC Security

K Appendix K - Canada Revenue Agency 116-120 Proof of Claim

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L Appendix L - Union Benefits Claim 121 Summary

M Appendix M - Receiver's Statement of 122 Receipts and Disbursements dated September 17, 2019

N Appendix N - Receiver's Fee Affidavit 123 - 162 dated September 23, 2019

0 Appendix O - Receiver's Counsel's Fee 163 -194 Affidavit dated September 20, 2019

p Appendix P - Receiver's Cost Allocation 195 Schedule as at September 1 7, 2019

#3866766 I 4113341

BETWEEN:



COMMERCIAL LIST

ROY AL BANK OF CANADA

Applicant and


Respondent

NOTICE OF MOTION

BDO Canada Limited ("BDO") in its capacity as Receiver of all of the assets,

undertakings and properties of D.M. Robichaud Associates Ltd. ("Robichaud"),

appointed pursuant to the Order of the Honourable Mr. Justice Hainey dated May 1,

2019 ("Receivership Order") will make a motion to a Judge presiding over the

Commercial List at 10:00 a.m. on October 16, 2019 at 330 University Avenue,

Toronto, Ontario.

PROPOSED METHOD OF HEARING: The Motion is to be heard

[ ] in writing under subrule 37.12.1(1);

0 0 'I

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[ ] in writing as an opposed motion under subrule 37.12.1(4);

[X] orally.

THE MOTION IS FOR AN ORDER:

(a) if necessary, abridging the time for service of this Notice of Motion and

the Motion Record, declaring that the motion is properly returnable

today, and validating service of this Notice of Motion and Motion

Record;

(b) approving and authorizing the activities of BDO as described in the

Second Report dated September 27, 2019 (the "BDO Report");

( c) approving the fees and disbursements of BDO and its counsel as

detailed in the BDO Report;

(d) advice, direction and approval in connection with the distribution of the

funds held by BDO and the allocation of fees and disbursements as

detailed in the BDO Report;

( e) approving the set-off by Royal Bank of Canada as detailed in the BDO

Report;

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(f) approving the Interim Statement of Receipts and Disbursements for the

period ending September 17, 2019, as detailed in the BDO Report;

(g) directing the Municipalities of Richmond Hill, City of Toronto,

Oakville and Lakeshore, to make payment of the undisputed amounts

owing to Robichaud to the Receiver;

(h) such further and other relief as counsel may advise and this Honourable

Court may deem just.

THE GROUNDS FOR THE MOTION ARE:

(a) The Receiver was appointed as an Interim Receiver by Order of Justice

Hainey dated March 13, 2019.

(b) By Order dated May 1, 2019, Justice Hainey appointed BDO as a full

Receiver pursuant to Section 243(1) of the Bankruptcy and Insolvency

Act.

( c) By Order dated May 3, 2019, Justice Hainey approved, authorized and

directed the Receiver to undertake a claims bar process. The claims bar

process has been completed as of September 6, 2019.

( d) The Appointment Order provided that notwithstanding the

Construction Act (Ontario), the Builder's Lien Act (Nova Scotia) or any

n O -:, V ~)

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similar legislation, any and all funds owing by any person for value of

work done by Robichaud shall be paid to the Receiver, pending a

determination of the claims to the funds and/or priorities as between

such claims.

( e) The Appointment Order provided that the Receiver shall deposit all

funds received from the sale of property or collection of accounts

receivable in a post-receivership account and shall allocate the costs of

the Receivership, including the fees of the Receiver and its counsel, in

an equitable and reasonable manner to be reviewed and approved by

the Court.

(f) Certain municipalities have refused to pay the undisputed amounts

owing for work done by Robichaud.

(g) Such further and other grounds as counsel may advise and this

Honourable Court may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the

hearing of the Motion:

(a) The Second Report of BDO dated September 27, 2019, in its capacity

as Receiver;

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005 (b) Appointment Order of Justice Hainey dated May 1, 2019;

(c) Claims Bar Order of Justice Hainey dated May 3, 2019;

( d) Such further and other materials as counsel may advise and this

Honourable Court may permit.

September 27, 2019

TO: THE SERVICE LIST

#3853866I4113341

MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 4G2

Raymond M. Slattery (LSUC# 20479L) [email protected] Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for the Receiver, BDO Canada Limited

BETWEEN

ROY AL BANK OF CANADA Applicant

-and- D.M. ROBICHAUD ASSOCIATES LTD. Respondent



COMMERCIAL LIST

Proceeding commenced at Toronto

NOTICE OF MOTION


Raymond M. Slattery (LSO# 204 79L) [email protected] Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for the Receiver, BDO Canada Limited

C)

C.--.:J C'',

BETWEEN:


ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

ROYAL BANK OF CANADA

- and -


SECOND REPORT TO THE COURT SUBMITTED BY BDO CANADA LIMITED,

IN ITS CAPACITY AS RECEIVER OF


SEPTEMBER 27, 2019

Applicant

Respondent

007

008

Table of Contents

1.0 INTRODUCTION AND PURPOSE OF REPORT ......................................................................... 1 1 . I Introduction ......................................................................................................................... 1 1.2 Purpose of this Report ......................................................................................................... 2

2.0 ACCOUNTS RECEIVABLE .......................................................................................................... 4 2.1 Receiver's Collections .............................................................. ,. ........................................ 4 2.2 Claims Bar Process ............................................................................................................. 5

3.0 U.S. DOLLAR BANK ACCOUNT BALANCE ............................................................................. 8

4.0 EQUIPMENT SALES AND SECURED CLAIMS ......................................................................... 9 4.1 Sale of Inventory and Equipment and Secured Claims ....................................................... 9 4.2 Employee Related Secured Claims ................................................................................... I 0

5.0 INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS ......................................... 11

6.0 PROFESSIONAL FEES ................................................................................................................ 12

7.0 ALLOCATION OF COSTS AND PROPOSED DISTRIBUTION ............................................... 13

8.0 RECOMMENDATIONS ............................................................................................................... 15

Appendix A

Appendix B

Appendix C

Appendix D

Appendix E

Appendix F

Appendix G

Appendix H

Appendix I

Appendix J

Appendix K

Appendix L

Appendix M

Appendix N

Appendix 0

Appendix P

Listing of Appendices Interim Receiver Appointment Order, dated March 13, 2019

First Amending Order dated March 15, 2019

Second Amending Order dated March 21, 2019

Court Order dated April 15, 2019

Receiver Appointment Order, dated May 1, 2019

Court Order dated June 10, 2019

Bankruptcy Order dated June 25, 2019

Summary of Construction Claims Received

Independent Security Opinion on Equipment Leases

Independent Security Opinion on RBC Security

Canada Revenue Agency Proof of Claim

Union Benefits Claim Summary

Receiver's Statement of Receipts and Disbursements dated September 17,2019

Receiver's Fee Affidavit dated September 23, 2019

Receiver's Counsel's Fee Affidavit dated September 20, 2019

Receiver's Cost Allocation Schedule as at September 17, 2019

1.0 INTRODUCTION AND PURPOSE OF REPORT

1. 1 Introduction

1.1.1 On March 13, 2019, BDO Canada Limited ("BDO") was appointed as interim receiver of D.M. Robichaud Associates Ltd. ("DMR" or the "Company") pursuant to the Order of the Honourable Justice Hainey, a copy of which is attached as Appendix "A". The interim receivership order gave the interim receiver, among other things, the power to market the assets, properties and undertakings of the Company (the "Assets").

1.1.2 On March 21, 2019, Royal Bank of Canada ("RBC" or the "Bank") filed an application to appoint BDO as receiver of DMR with the full powers set out in the model order. The application was adjourned to April 24, 2019.

1.1.3 Immediately after its appointment as interim receiver, BDO determined that the Company did not have sufficient funds or borrowing capacity to pay payroll and the outstanding union benefits. Accordingly, BDO filed its first report to the Court as interim receiver on March 14, 2019, requesting an expansion of the interim receiver's powers to include the following:

• the ability to pay, on behalf of the Company, those expenses the interim receiver deems necessary to protect and preserve the Assets including the payment of employee costs such as payroll and union benefits; and,

• the ability to borrow funds, to a maximum of $150,000 and issue corresponding interim receiver's certificates to the lender providing the lender a first charge over the Assets.

1.1.4 On March 15, 2019, the Honourable Justice Hainey issued an order (the "First Amending Order") approving the expansion of the Receiver's powers as set out above. A copy of the First Amending Order is attached as Appendix "B".

1.1.5 The interim receiver borrowed the maximum available of $150,000 in order to pay outstanding payroll and union benefits as well as certain expenses to safeguard the Assets.

1. 1. 6 On March 20, 2019, the interim receiver filed its second report to the Court setting out the interim receiver's sales process. On March 21, 2019, the Honourable Justice Hainey issued an order (the "Second Amending Order") approving a further expansion of the interim receiver's powers including, among other things, the powers to sell the Assets; to terminate the employment of the employees on behalf of the Company; and, provided the interim receiver with a secured charge on the Town of Richmond Hill ("Richmond Hill") accounts receivable, in priority to all security interests, trusts, liens, charges, etc. to a maximum amount of $150,000. A copy of the Second Amending Order is attached as Appendix "C".

1.1. 7 On April 1, 2019, the interim receiver filed is third report to the Court requesting the approval of the sale of the majority of the Company's equipment, inventory and intellectual property to Capital Infrastructure Group ("CIG"). On April 15,

0 ~ 0

2019, the Honourable Justice Hainey issued an order approving the sale and vesting the subject assets in CIG (the "April 15 Order"). Attached, as Appendix "D", is a copy of the April 15 Order.

1.1.8 On April 17, 2019, the interim receiver filed its fourth report to the Court, setting out a claims bar process for both DMR's customers with set off claims and creditors with construction lien or trust claims (the "Claims Bar Process"). On May 3, 2019, the Honourable Justice Hainey issued an order approving the Claims Bar Process (the "Claims Bar Order").

1.1. 9 On May 1, 2019, BDO was appointed as full receiver of DMR (the "Receiver") pursuant to the Order of the Honourable Justice Hainey (the "Receiver Order"). Attached, as Appendix "E", is a copy of the Receiver Order.

1.1.10 On May 31, 2019, the Receiver filed its first report to the Court, requesting the approval of the sale of certain vehicles and requiring the MTO to issue new ownerships for those vehicles. On June 10, 2019, the Honourable Justice Chiappetta issued an order approving the sale and requiring the MTO to issue new ownerships as requested by the Receiver (the "June 10 Order"). Attached, as Appendix "F", is a copy of the June 10 Order.

1.1.11 On June 25, 2019, DMR was adjudged bankrupt and a bankruptcy order was issued and BDO was appointed as trustee. Attached, as Appendix "G", is a copy of the bankruptcy order. The first meeting of creditors was held on July 16, 2019 and the appointment of BOO as trustee was affirmed.

1. 2 Purpose of this Report

1. 2.1 This report is the second report to the Court of the Receiver (the "Second Report") and is filed in respect of the Receiver's motion for an order:

• Approving this Second Report and the activities of the Receiver described herein;

• Provide an update on the status of the collection of accounts receivable and the Claims Bar Process;

• Directing the Town of Richmond Hill, the City of Toronto, the Town of Oakville and the Town of Lakeshore to pay to the Receiver the undisputed amounts owing by each of them to DMR;

• Approving the set off by RBC of the funds in the DMR U.S. and Canadian dollar bank accounts against the outstanding loan balance;

• Approving the fees and disbursements of the Receiver and its counsel as described herein;

• Approving the Receiver's Statement of Receipts and Disbursements for the period ended September 17, 2019;

• Set out the Receiver's allocation of costs incurred to date between the different assets of the Company; and,

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• Approving the Receiver's proposed distribution as set out in Section 7 of this Second Report.

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2.0 ACCOUNTS RECEIVABLE

2.1 Receiver's Collections

2. 1. 1 On May 1, 2019 RBC paid to the Receiver $645,000 in respect of funds received by DMR on the City of Hal if ax project. The chart below summarizes the accounts receivable and holdbacks as reported in the Interim Receiver's fourth report to the Court and the collections made by the Receiver as of the date of this report excluding the funds received from RBC on the City of Halifax project (amounts in 000,s):

Opening Balance Collections AR Holdback Total Bank Receiver Adj Net

Tris ura Bonded Projects Belanger $ 305 $ 58 $ 363 $ $ . $ $ 363 Markham 193 1 194 194 Toronto 161 161 . . 161 Halifax 118 176 294 . (245) 50 York 33 33 . (33) . Simcoe 3 3 (3) . . .

Lakeshore 33 33 . 33 Newmarket 149 149 . (149) Oakville 140 64 204 204 Richmond Hill 732 204 936 . (546) 390

Total $ 1,672 $ 698 $ 2,371 $ (3) $ (973) . $ 1,395

RSA Bonded Project • Toronto 74 293 367 . 367

Non-Bonded AR 1,051 349 1,399 (161) (598) 34 674

~~·~--·--·-··---~ Total $ 2,797 s 1,340 s 4,136 s (164) s (1,572) $ 34 s 2,435

2.1.2 As shown in the chart above, as of September 17, 2019 the Receiver had collected approximately $1,572,000, excluding the funds from RBC on the City of Halifax project. Accordingly, approximately $2,336,000 in accounts receivable and holdbacks remain to be collected.

2.1.3 Also as shown in the chart above, in addition to the amounts collected and deposited to the Receiver' account, there was $163,388 wired by customers to DMR's bank account directly, after the Interim Receiver's appointment (the "Bank Collections"). Those collections have remained in the DMR bank account and have not been applied to the bank loan. Below is a summary of the amounts collected:

Amt wired to Supplier Claims Company (cannot exceed Net available

Customer Account collections) to Bank Simcoe $ 2,825.00 $ (2,825.00) $ . Dave Boyle 2,938.00 . 2,938.00 Minto 5,521.18 . 5,521.18 Toronto 47,979.44 . 47,979.44 Waterloo 104,124.42 (6,370.01) 97,754.41 Total $ 163,388.04 $ (9,195.01) $ 154,193.03

2.1.4 As discussed in greater detail below, the Claims Bar Process is now complete. There were approximately $9,200 in supplier claims filed in respect of the Bank Collections. Accordingly, the Receiver proposes that the Bank Collections be distributed to the Bank and applied to DMR's loan balance and that the Receiver hold back $9,200, pending the determination by the Receiver of these supplier claims.

2. 2 Claims Bar Process

2. 2.1 Pursuant to the Claims Bar Order, the Receiver mailed notice of the claims processes to all known creditors and customers. The Receiver also posted the claims process order and claim forms on the Receiver's creditor website and placed an ad in the Globe & Mail on May 10, 2019 advertising the construction claims bar process. In addition, the Receiver has discussed the Claims Bar Order and claims processes with several of DMR's customers and with several of DMR's creditors.

2.2.2 The Claims Bar Process claims bar date was September 6, 2019. The Receiver has received nineteen (19) customer claims totaling approximately S 927,000 and fifteen (15) supplier claims totaling approximately $970,000. Attached, as Appendix "H", is a chart summarizing the customer and supplier claims with the amounts collected to date by the Receiver and the accounts receivable and holdbacks that remain outstanding.

2.2.3 The Receiver is in the process of reviewing the various customer and supplier claims. As of the date of this Second Report the Receiver has determined that seven (7) supplier claims totaling approximately $21,300 are not valid construction lien or trust claims but were ordinary unsecured claims that were erroneously filed in the Claims Bar Process instead of in the bankruptcy claims process. The Receiver has issued disallowances of those claims.

2.2.4 The Receiver has also contacted the various customers to request payment of the net amount owing, if any, above the customer claim they filed in the Claims Bar Process. There should be no dispute over the payment of these funds to the Receiver. To date many customers have complied with the Receiver's request for payment except the Town of Lakeshore, the Town of Richmond Hill, the Town of Oakville and the City of Toronto. The undisputed amounts owing by each of these municipalities is listed in the chart below:

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Municipality Project# Undisputed Amount Richmond Hill RFQ-89-17 $ 174,852.64 Richmond Hill RFQ-49-15 119,762.83 City of Toronto 16TW-OS-23CWD 30,283.72 City of Toronto 16TW-OS-24CWD 37,857.66 City of Toronto 16TW-DO-311DCS 158,462.98 City of Toronto 17ECS-LU-04TT 322,569.03 Oakville RFT-1-2018 200,989.35 Lakeshore B18-06 33,185.82

s 1,077,964.03

2.2.5 In addition, certain customers are requesting that the Receiver publish the certificate of substantial performance in respect of the project in the "Daily News" and wait 45 days thereafter before they will make payment of the outstanding account. The Receiver submits that the claims bar process has made this process redundant since the purpose of the publication is to ensure that all potential lien claimants are notified of the completion of the project and the amounts owing to suppliers are paid. Pursuant to the Claim Bar Process Order, claims filed with the Receiver will be dealt with pursuant to the orders of the Court and therefore the publication of the notice of substantial completion is an unnecessary cost and delay.

2.2.6 Other than the claims received by the claims bar deadline, all claims against DMR's receivables are now barred. Accordingly, the Receiver proposes to pay to RBC all receivables collected that do not have any claims made against them by suppliers, net of the estate's costs in collecting same.

2. 2. 7 In addition, the Receiver has reviewed the claims made by Trisura in respect of the Halifax project. The Receiver agrees with the amount of the claims filed by Trisura and proposes to pay Trisura the net value of the claims, after deducting the costs incurred, from the proceeds collected on the Halifax project. The allocation of costs is set out in the allocation schedule (Appendix "P") and described in Section 7 below. Accordingly, the net proposed distribution to Trisura on the Halifax project is the total claim of $266,570.58 less the net allocated costs and interest earned of $17,952.76 for a net distribution of $248,617.82.

2.2.8 The Receiver proposes to pay the excess amount collected from the Halifax project over and above the Trisura claims, to RBC as described in greater detail in Section 7 of this Second Report. The chart below sets out the additional gross accounts receivable collections the Receiver proposes to distribute to RBC, and the allocated costs as set out in Appendix "P":

Customer name Town of Newmarket Town of Richmond Hill - RFQ-49-15 City of Barrie Bennett Mechanical Con-Drain Company Region of Durham - Grout Region of Halton Kapp Infrastructure Sanscon Construction T echnicore Underground Town of Tillsonburg City of Toronto 15TW-OS-27CWD City of Toronto 16TW-OS-23CWD TTC Kingston Utilities Add: Allocated interest Less: Simcoe receivable direct deposited to RBC account Less: Waterloo receivable direct deposited to RBC account Less: Total allocated costs Total distribution before costs

Amount collected $ 149,475.98

$

81,604.37 1,799.53

26,266.29 2,938.00

11,390.40 23,219.69 10,720.88 25,046.45 4,816.63 7,989.41

90,919.87 47,355.93

2,825.00 293,332.34

2,891.85 (2,825.00} (6,370.01)

(164,366.43) 609,031.18

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3.0 U.S. DOLLAR BANK ACCOUNT BALANCE

3.1 On the date of the Interim Receiver's appointment, DMR had USD $162,043.82 in its RBC U.S. dollar bank account (the "US Account"). The Receiver has reviewed the US Account to determine the source of the funds. DMR did not have any U.S. customers but did have U.S. suppliers. Accordingly, the purpose of the US Account was for the payment of U.S. suppliers. Over the twelve (12) months prior to the Interim Receiver's appointment, the deposits into the US Account were primarily from transfers from DMR's RBC Canadian dollar account. DMR typically transferred sufficient funds from its Canadian dollar account to the US Account to pay a particular cheque run for U.S. suppliers, which would bring the US Account back down to a minimal balance.

3.2 On February 7, 2019, DMR transferred $34,065.02 from its Canadian dollar account to the US Account. The U.S. dollar equivalent was $25,536.00. The US Account balance was depleted to US $15,417.76 on February 13, 2019 and a cheque dated January 31, 2019 for US $8,130.00 was cashed on February 20, 2019. This left a net balance of US $7,287.76 from the transfer on February 7, 2019.

3.3 The Canadian bank account had a negative account balance on February 6, 2019 prior to a loan credit of $10,000 and a deposit of $10,172.78. These funds along with a further loan credit were used to pay for the transfer from the Canadian account to the US Account of $35,065.02. Accordingly, the only portion of the US Account balance that could related to accounts receivable collections is the deposit for $10,172.78. The Receiver has determined that $1,227.07 of that deposit was a refund for fuel. The remaining $8,945.71 related to a receipt from Clean Water Works, a company related to DMR through common ownership. The Receiver is not aware of any construction lien or trust claims against these funds by suppliers.

3 .4 On February 19, 2019 two deposits were received from TT Monchilov SE in the total amount of USD $155,000 (the "February 19 Deposits"). The Receiver traced the February 19 Deposits to DMR's general ledger and confirmed that the entries for the deposits were credited against equipment in respect of the sale of the "VT' and the "IBAK equipment". Shortly before the appointment of the Interim Receiver, management confirmed to BDO that these deposits were the net proceeds from equipment sales.

3.5 Accordingly, the funds remaining in the US Account as of the date of this report principally relate to the proceeds of sate of certain DMR equipment. As described above, RBC has security over DMR's equipment. Therefore, RBC should be permitted to offset the funds in the US Account against its outstanding loan to DMR.

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4.0 EQUIPMENT SALES AND SECURED CLAIMS

4. 1 Sale of Inventory and Equipment and Secured Claims

4. 1. 1 Pursuant to the April 15 Order the Receiver completed the sale of the inventory and the majority of the equipment to Capital Infrastructure Group Inc. ("CIG"). The total proceeds from the sale to CIG were $3,075,000. The sale was completed on April 30, 2019 and CIG was to vacate the premises by that date and leave the premises (including the parking area where equipment and vehicles were stored) in a "broom swept" condition. Unfortunately, CIG completed its removal of the inventory and equipment after the closing date and left various barrels of solvents and other materials in the parking area. The landlord, Syvan Investments, has apparently finished removing these materials and is filing a claim in the bankruptcy for the costs of clean up.

4.1.2 At the Receiver's request, Minden Gross LLP ("Minden") reviewed the security documents for each of the equipment lessors and for RBC and has provided their opinion on the validity and enforceability of each lenders' security. Attached, as Appendix "I", is a copy of the security review for each of the equipment leases. Attached, as Appendix "J", is a copy of the review of the RBC security. There were certain vehicles and photocopiers that were leased from Humberview Group Leasing Inc. ("Humberview"), Foss National Leasing Inc. and Break-Away Technologies Inc., where the security was not properly perfected as a purchase money security interest ("PMSI"). The chart below summarizes the results of the security reviews:

PMSI Buyout Amount Description Leasing Company Y/N as at March 13, 2019 ·-·

2017 RAM RTR 3500 ST 4X4 Crew Cab FOSS N n/a 2007 T300 Cube Van with Schwalm Robotic Cutter HUMBERVIEW N n/a 2014 Honda Ridgeline HUMBERVIEW N n/a 2015 GMC Yukon Denali HUMBERVIEW N n/a 2015 GMC Yukon Denali HUMBERVIEW N n/a 2015 GMC 2500 Van HUMBERVIEW y $ 9,024.70 2006 Kenworth T-300 Cube Van with Lets System HUMBERVIEW y $ 30,684.88 2014 Chev Express 3500 HUMBERVIEW N n/a 2014 Western Star 4 700 TD LEASING y $ 83,814.51

4.1.3 The Receiver engaged Canam Appraiz to sell those vehicles and photocopiers that did not have valid PMSI security. The net proceeds received from Canam Appraiz for these assets was $51,628.22. The proposed distribution in respect of the three leases that were determined to have valid PMSI security is set out in Section 7 of this Second Report.

4. 1.4 The Receiver also received two claims from Kaltire for repair liens registered under the PPSA in December 2018 for the following two vehicles:

2009 Ford F1 50 .. ' 1 FTRW14889FA00818 $1,364.23 ~26T4W-e-st_e_rn_St_a_r -5-K-KHAXCY8EPFX1035 $2,087.58

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4. 1. 5 The Receiver has no record of DMR owning a Ford F150 at the time of the Receiver's appointment and the Receiver did not have an ownership for a Ford F150 when it sold the vehicles to CIG. Accordingly, there are no sale proceeds from which to pay the repair lien in respect of the Ford F150.

4.1.6 The 2014 Western Star was sold to CIG as part of the Receiver's sale to CIG. It is also the vehicle leased from TD Leasing, noted in the chart above. Accordingly, the Receiver proposes to pay Kaltire the repair lien on this vehicle of $2,087.58 from the proceeds of the sale to CIG.

4.2 Employee Related Secured Claims

4. 2. 1 Canada Revenue Agency has filed a secured claim for outstanding source deductions in the amount of $51,719.30 and an unsecured claim, excluding penalties and interest, of $14,219.62. A copy of the proof of claim is attached as Appendix "K". This claim relates to the payroll for the period March 4 to April 14, 2019. A portion of this was prior to the appointment of the Interim Receiver and a portion relates to after the Interim Receiver's appointment. Based on the Receiver's review of the Company's records, the pre-interim receiver secured claim is $19,324.51 and the unsecured claim is $5,579.12. The post-interim receiver total amount payable is $41,034.88. Accordingly, the Receiver proposes a total payment for the pre-interim receiver secured claim and the post-interim receiver total source deductions of $60,359.39. We note that the pre and postinterim receiver hourly amounts principally relate to the Richmond Hill projects.

4.2.2 The Receiver has reviewed DMR's books and records to determine the secured wage claim for non-unionized employees. The total secured wage claim is $5,945.19. This secured claim has priority over the current assets of the Company only.

4.2.3 The Receiver has reviewed DMR's books and records to determine the secured wage claim for unionized employees. The Receiver estimates that more than half of the amounts owing to unionized employees for vacation pay, benefits and pensions relate to the post-interim receiver period, which relate to the Richmond Hill projects. Appendix "L" sets out the estimated pre and post-interim receiver vacation pay, benefits and pension amounts for the unionized employees. The total secured wage claim is $53,119.69 and the total secured pension claim is $32,601.25 for a total of $85,720.94. The secured wage claim has priority over the current assets of the Company only and the secured pension claim has priority over all assets of the Company.

4.2.4 The allocation of these secured employee claims is set out in Section 7 of this Second Report.

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5.0 INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS

5.1 Pursuant to the Receivership Order, the Receiver was required to open two bank accounts for this estate. The first was for the deposit and disbursements of all nonconstruction project related receipts and disbursements (the "General Account"). The second account was for the deposit and disbursement of all construction project related receipts and disbursements (the "Construction Projects Account").

5.2 Attached hereto as Appendix "M" is the Receiver's Statement of Receipts and Disbursements, as at September 17, 2019 for both the General Account and the Construction Projects Account. The significant receipts and disbursements in the estate are listed below:

• The Interim Receiver issued $233,438 in receiver's certificates to RBC for funding;

• Accounts receivable collections of $2,216,576;

• Proceeds from the sale of all of the equipment and inventory to CIG in the total amount of $3,075,000;

• Proceeds from the sale of certain vehicles and photocopiers by Canam Appraiz by auction totaling $51,628;

• HST collected on sales total $399,750;

• Disbursements for rent and utilities totaling $31,366;

• Payments for payroll, WSIB, source deductions, benefits and pensions in the amount of $237,181;

• HST on disbursements and remitted to CRA totals $410,124; and,

• Payments for professional fees to BOO in its capacities as Interim Receiver and Receiver of $142,466 and $135,402 to Minden as counsel to the Interim Receiver and Receiver (as described in greater detail in Section 6 of this Second Report).

5.3 The Receiver has approximately $5,020,873 in available funds as at August 8, 2019 in both the General Account and the Construction Projects Account. The distribution of funds is discussed in greater detail in Section 7 of this Second Report.

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6.0 PROFESSIONAL FEES

6. 1 The fees and disbursements of the Receiver and its counsel for the period March 12, 2019 to August 31, 2019 are detailed in the affidavits of Brad Newton, sworn September 23, 2019, and Kenneth L. Kallish, sworn September 20, 2019, attached as Appendices "N" and "0", respectively

6.2 The Receiver's fees for the period from March 12 to August 31, 2019 encompass 535 hours at an average hourly rate of $293.63 and disbursements of $2,693.79, for a total of $157,105.00, prior to applicable taxes. BDO is requesting that this Honourable Court approve its total fees and disbursements, inclusive of applicable taxes, in the amount of $180,572.64.

6. 3 The fees of Minden for the period from March 13 to August 30, 2019 encompass 291 hours at an average hourly rate of $47 4. 66 and disbursements of $2,311.13 for a total of $140,436.13 prior to applicable taxes. The Receiver is requesting that this Honourable Court approve its counsel's total fees and disbursements, inclusive of taxes, in the amount of $158,609.63.

6.4 The Receiver has reviewed its fees with RBC who has no objection to the approval of the fees and expenses noted herein. The Receiver has reviewed the fees of Minden and is of the opinion that they are reasonable in the circumstances.

7.0 ALLOCATION OF COSTS AND PROPOSED DISTRIBUTION

7.1 The Receiver has reviewed its time charges and those of its counsel and allocated those costs along with any specific and general expenditures to those projects where a supplier claim has been made. All other time charges and expenditures have been allocated to the assets under the Bank's security as beneficiary of the proceeds of those assets. The chart below summarizes the Receiver's allocation of costs to date. Attached, as Appendix "P", is the detailed break down of the cost allocation between the various construction projects and other assets. The allocation of the costs on the Hal if ax project between the Bank and Trisura is set out below:

Trisura RBC Total Halifax Project Proceeds $ 266,570.58 s 623,087.87 s 889,658.45 Add: Interest 1,000.49 2,338.56 3,339.05 Less: Allocated Costs (18,954.34) (44,304.27) (63,258.61) Net Proceeds s 248,616.73 s 581,122.16 s 829,738.89

7 .2 It is important to note that the allocation will change as further accounts receivable collections are made and the "indirect costs" and "priority expenses and disbursements" (as set out in Appendix "P") for the estate are spread over additional receipts. For example, the costs incurred to maintain the office space and office personnel were beneficial to the sale of equipment but also the collection of accounts receivable as exemployees were engaged in touring potential purchasers through the equipment and others were engaged in completing invoicing and gathering the supporting documentation for all of the outstanding invoices.

7. 3 Based on the Receiver's allocation of costs, the Receiver proposes the following distributions from the General Account:

• $85,720.94 to LIUNA Local 183 on account of outstanding dues, benefits and pensions;

• $83,814.51 to TD Bank in respect of its lease for the 2014 Western Star truck;

• $39,709.58 to Humberview in respect of its leases for the 2015 GMC Van and the 2006 Kenworth;

• $2,087.58 to Kaltire in respect of its repair lien registered against the 2014 Western Star truck;

" $60,359.39 to Canada Revenue Agency for source deductions;

• $5,945.19 to Human Resource and Skills Development Canada for the secured wage claim of the non-unionized employees;

• $248,616.73 to Trisura in respect of their claims pursuant to the Claims Bar Process;

• $233,437.72 plus interest of $5,356.62 to RBC in repayment for the interim receiver certificates;

023

• USD $162,043.82 on deposit in the Company's U.S. dollar bank account by way of set off to RBC as described in Section 3 of this report;

• $154,193.03 of net receivables wired to the Company's bank account after the appointment of the Interim Receiver to RBC by way of set off as described in Section 2. 1 of this report;

• $581, 122.16 in net funds available from the Halifax Project to RBC, as described above in Section 7 .1;

• $609,031.18 in net funds collected by the Receiver in respect of accounts receivable to RBC, as described in Section 2.2 of this report;

• $7,805.61 to RBC in respect of the available proceeds collected from the realization of other assets (i.e. insurance refunds, petty cash, etc.); and,

• $2,742,156.88 to RBC in respect of the available proceeds from the sale of equipment and inventory.

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8.0 RECOMMENDATIONS

8.1 The Receiver requests that the Court grant an order:

• Approving this Second Report and the activities of the Receiver described herein;

• Directing the Town of Richmond Hill, the City of Toronto, the Town of Oakville and the Town of Lakeshore to pay to the Receiver the undisputed amounts owing by each of them to DMR as set out in Section 2.2.4;

• Approving the set off by RBC of the funds in the DMR U.S. dollar account and the DMR Canadian dollar account against the outstanding loan balance;

• Approving the fees and disbursements of the Receiver and its counsel as described herein;

• Approving the Receiver's Statement of Receipts and Disbursements for the period ended September 17, 2019; and,

• Approving the Receiver's proposed distribution as set out in Section 7 of this Second Report, and the allocation of fees and disbursements as described herein.

All of which is respectfully submitted this 27th day of September, 2019.

BDO CANADA LIMITED COURT-APPOINTED RECEIVER OF D.M. ROBICHAUD ASSOCIATES LTD. and without personal or corporate liability

Per: Brad Ne

BETWEEN

ROYAL BANK OF CANADA Plaintiff

-and- D.M. ROBICHAUD ASSOCIATES LTD. Defendant



COMMERCIAL LIST


SECOND REPORT TO THE COURT SUBMITTED BY BDO CANADA LIMITED,

IN ITS CAPACITY AS RECEIVER OF D.M. ROBICHAUD ASSOCIATES LTD.


Raymond M. Slattery (LSO# 20479L) rslattery@m indeng ross. com Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BOO Canada Limited, in its capacity as Receiver of D.M. Robichaud Associates Ltd.

0 hJ

Appendix ''A''

THE HONOURABLE

JUSTICE

BETWEEN:


ONTARIO . SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST .

) ) )

WEDNESDAY, THE 13 th

DAY OF MARCH, 2019


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D.M. ROBICHAUD ASSOCIATES LTD.,

Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED AND SECTION 101 OF

THE COURTS OF JUSTICE ACT, R.S.O. 1990, c. C.43, AS AMENDED

ORDER (Appointment ofinterim Receiver)

TIIlS APPLICATION, made by Royal Bank of Canada ("RBC"), for, inter alia, an

Order pursuant to subsection 47(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as

amended (the "BIA"), and section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as

amended (the "CJA"), appointing BDO Canada Limited ("BDO") as interim receiver (in such

capacity, · the "Interim Receiver"), without security, ·of all of the assets,. undertakings and

properties of D.M. Robichaud Associates Ltd. (the "Debtor"), was heard this day at 330

University Avenue, Toronto, Ontario.

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ON READING the affidavit of Nicholas Wilhelm sworn March 11, 2019 and the

exhibits thereto, and the consent of BDO to act as the Interim Receiver, and on hearing the

submissions of counsel for RBC, no one. appearing for any other person on the service list,

although served as appears from the affidavit of service of Kathryn Esaw sworn March 11, 2019,

filed,

SERVICE

1. THIS COURT ORDERS that the time for service and filing of the notice of application

and the application record is hereby abridged and validated so that this application as it pertains

to the appointment of the Interim R~ceiver is properly returnable today and hereby dispenses

with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that pursuant to subsection 47(1) of the BIA and section 101 of

the CJA, BDO is hereby appointed Interim Receiver, without security, of all of the assets,

undertalcings and properties of the Debtor including all proceeds thereof (the "Property") until

the earliest of:

(a) the taking of possession of the Property by a receiver, within the meaning of

subsection 243(2) of the BIA;

(b) the taking of possession of the Property by a trustee in bankruptcy, and

(c) April 12, 2019.

INTERIM RECEIVER'S POWERS

3. THIS COURT ORDERS that the Interim Receiver is hereby empowered and

authorized, but not obligated, to act at o~ce in respect of the Property and, without in any way

limiting the generality of the foregoing, the Interim Receiver is hereby expressly empowered and

authorized to do any of the following where the Interim Receiver considers it necessary or

desirable:

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(a) to take possession of and exercise control over all or part of the Property and any

and all proceeds, receipts and disbursements arising out of or from the Property;

(b) . to preserve and protect the Property, or any part or parts thereof, including, but

not limited to, the changing of locks and security codes, the relocating of Property

to safeguard it, the engaging of independent security personnel, the taking of

physical inventories and the placement of such insurance coverage as may be

necessary or desirable;

(c) to engage consultants, appraisers, agents, experts, auditors, accountants,

managers, counsel and such other persons from time to time and on whatever

basis, including on a temporary basis, to assist with the exercise of the Interim

Receiver's powers and duties, including without limitation those conferred by this

Order;

( d) to market any or all of the Property, including advertising and soliciting offers in

respect of the Property or any part or parts thereof and negotiating such tenns and

conditions of sale as the Receiver in its discretion may deem appropriate;

(e) to report to, meet with and discuss with such affected Persons (as defined below)

as the Interim Receiver deems appropriate on all matters relating to the Property

and the interim receivership, and to share information, subject to such·teri:ris as to

confidentiality as the Interim Receiver deems advisable; and

(f) to take any steps reasonably incidental to the exercise of these powers or the

performance of any statutory obligations,

and in each case where the Interim Receiver takes any such actions or steps, it shall be

exclusively authorized and empowered to do so, to the exclusion of all other Persons (as defined

below), including the Debtor, and without interference from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE INTERIM RECEIVER

4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors,

officers, employees, agents, advisors, accountants, legal counsel and shareholders, and all other

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persons acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,

governmental bodies or agencies, or other entities having notice of this Order (all of the

foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the

Interim Receiver of the existence of any Property in such Person's possession or control, shall

grant immediate and continued access to the Property to the Interim Receiver, and shall deliver

all such Property to the Interim Receiver upon the Interim Receiver's request.

5. THIS COURT ORDERS that all Persons shall forthwith advise the Interim Receiver of

the existence of any books, documents, securities, contracts, orders, corporate and accounting

records, and any other papers, records and information of any kind related to the business or

affairs of.the Debtor, and any computer programs, computer tapes, computer disks, or other data

storage media containing any such information (the foregoing, collectively, the "Records") in

that Person's possession or control, and shall provide to the Interim Receiver or permit the

Interim Receiver to make, retain• and take away copies thereof and grant to the Interim Receiver

unfettered access to and use of accounting, computer, software and physical facilities relating

thereto, provided however that nothing in this paragraph 5 or in paragraph 6 of this Order shall

require the delivery of Records, or the granting of access to Records, which may not be disclosed

or provided to the Receiver due to the privilege attaching to solicitor-client communication or

due to statutory provisions prohibiting such disclosure.

6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a

computer or other electronic system of information storage, whether by independent service

provider or otherwise, all Persons in possession or control of such Records shall forthwith give

unfettered access to the Interim Receiver for the purpose of allowing the Interim Receiver to

recover and fully copy all of the information contained therein whether by way of printing the

information onto paper or making copies of computer disks or such other manner of retrieving

and copying the information as the Interim Receiver in its discretion deems expedient, and shall

not alter, erase or destroy any Records without the prior written consent of the Interim Receiver.

Further, for the purposes of this paragraph, all Persons shall provide the Interim Receiver with all

such. assistance in gaining immediate access to the information in the Records as the Interim

Receiver may in its discretion require including providing the Interim Receiver with instructions

on the use of any computer or other system and providing the Interim Receiver with any and all

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access codes, account names and account numbers that may be required to gain access to the

information.

NO PROCEEDINGS AGAINST THE INTERIM RECEIVER

7. THIS COURT ORDERS that rio proceeding or enforcement process in any court or

tribunal ( each, a "Proceeding"), shall be commenced or continued against the Interim Receiver

except with the written consent of the Interim Receiver or with leave of this Court. '

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

8. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or the

Property shall be commenced or continued except with the written consent of the Interim

· Receiver or with leave of this· Court and any and all Proceedings currently under way against or

in respect of the Debtor or the Property are hereby stayed and suspended pending further Order

of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

9. THIS COURT ORDERS that all rights and remedies against the Debtor, the Interim

Receiver, or affecting the Property, are hereby stayed and suspended except with the written

consent of the Interim Receiver or leave of this Court, provided however that this stay and

suspension does not apply in respect of any "eligible financial contract" as defined in the BIA,

and further provided that nothing in this paragraph shall: (i) empower the Interim Receiver or the

Debtor to carry on any business which the Debtor is not lawfully entitled to carry on; (ii) exempt

the Interim Receiver or the Debtor from compliance with statutory or regulatory provisions

relating to health, safety or the environment; (iii) prevent the filing of any registration to preserve

or perfect a security interest; or (iv) prevent the registration of a claim for lien.

NO INTERFERENCE WITH THE INTERIM RECEIVER

10. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

vvith, repudiate, terminate or cease to perform any right, renewal right, contract, agreement,

certificate, certification, consent, approval, licence or permit in favour of or held by the Debtor,

without written consent of the Interim Receiver or leave of this Court.

n , " ..} u

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CONTINUATION OF SERVICES

11. TIIlS COURT ORDERS that all Persons having oral or written agreements with the

Debtor or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or tenninating the supply of such goods or services as may be required by the

Debtor, and that the Debtor shall be entitled to the continued use of the Debtor's current

telephone numbers, facsimile numbers, internet addresses and domain names, provided in each

case that the normal prices or charges for all such goods or services received after the date of this

· Order are paid by the Debtor in accordance with normal payment practices of the Debtor or such

other practices as may be agreed upon by the supplier or service provider and the Debtor, or as

may be ordered by this Court.

INTERIM RECEIVER TO HOLD FUNDS

12. TIIlS COURT ORDERS that all funds, monies, cheques, instruments, and other fonns

of payments received or collected by the Interim Receiver from and after the making of this

Order from any source whatsoever, including without limitation the sale of all or any of the

Property and the collection of any _accounts receivable in whole or in part, whether in existence

on the date of this Order or hereafter coming into existence, shall be deposited into one or more

new accounts to be ~pened by the Interim Receiver (the "Post Receivership Accounts") and the

monies standing to the credit of such Post Receivership Accounts from time to time, net of any

disbursements provided for herein, shall be held by the Interim Receiver to be paid in accordance

with the terms of this Order or any further Order of this Court.

EMPLOYEES

13. THIS COURT ORDERS that all employees of the Debtor shall remain the employees

of the Debtor. The Interim Receiver shall not be liable for any employee-related liabilities,

including any successor employer liabilities as provided for in subsection 14.06(1.2) of the BIA, ·

other than such amounts as the Interim Receiver may specifically agree in writing to pay, or in

0 7 'I VI

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respect of its obligations under subsections 81.4(5) and 81.6(3) of the BIA or under the Wage

Earner Protection Program Act.

PIPEDA

14. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal ·.'.·•.:

Information Protection and Electronic Documents Act, the Receiver shall disclose personal

information of identifiable individuals to prospective purchasers or bidders for the Property and

to their advisors, but only to the extent desirable or required to negotiate and attempt to complete

one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to

whom such personal information is disclosed shall maintain and protect the privacy of such

information and limit the use of such information to its evaluation of the Sale, and if it does not

complete a Sale, shall return all such information· to the Receiver, or in the alternative destroy all

such information. The purchaser of any Property shall be entitled to continue to use the personal

information provided to it, and related to the Property purchased, in a manner which is in all

material respects identical to the prior use of such information by the Debtor, and shall return all

other personal information to the Receiver, or ensure that all other personal information is

destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

15. . TIDS COURT ORDERS that nothing herein contained shall require the Interim r

Receiver to occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release

or deposit of a substance contrary to any federal, ·provinci_al or other law respecting the

protection, conservation, enhancement, remeaiation or rel;tabilitation of the environment or

relating to the · disposal of waste or other contamination including, without limitation, the

Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario

Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations

thereunder (the "Environmental Legislation"); provided however that nothing herein shall

exe.mpt the Interim Receiver from any duty to report or make disclosure imposed by applicable

Environmental Legislation. The Interim Receiver shall not, as a result of this Order or anything

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done in pursuance of the Interim Receiver's duties and powers under this Order, be deemed to be

in Possession of any of the. Property within the meaning of any Environmental Legislation,

unless it is actually in possession.

LIMITATION ON THE INTERIM RECEIVER'S LIABILITY

16. THIS COURT ORDERS thaUhe Interim Receiver shall incur no liability or obligation

as a result of its appointment or the carrying out the provisions of this Order, save and except for

any gross negligence or wilful misconduct on its part, or in respect of its obligations under

subsections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Pro.gram Act.

Nothing in this Order shall derogate from the protections afforded the Interim Receiver by

section 14.06 of the BIA or by any other applicable legislation.

INTERIM RECEIVER'S ACCOUNTS

17. THIS COURT ORDERS that the Interim Receiver and counsel to the Interim Receiver

shall be paid their reasonable fees and disbursements, in each case at their normal rates and

charges, and that the Interim Receiver and counsel to the Interim Receiver shall be entitled to

and are hereby granted a charge (the "Interim Receiver's Charge") on the Property, as security

for such fees and disbursements, both before and after the making of this Order in respect of

these proceedings, and that the Interim Receiver's Charge shall form a first charge on the

Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory or

otherwise, in favour of any Person, but subject to:

(a) any purchase money se.curity interest, as that term is defined in the Personal

Property Security Act, R.S.O. 1990, c. P.10, held by parties other than RBC and

ranking in priority to RB C's general security interest; and

(b) subsections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

18. . THIS COURT ORDERS that the Interim Receiver and its legal counsel shall pass their

accounts from time to time, and for this purpose the accounts of the Interim Receiver and its

legal counsel are hereby referred to a judge of the Commercial List of the Ontario Superior Court

of Justice.

03

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19. TIITS COURT ORDERS that prior to the passing of its accounts, the Interim Receiver

shall be at liberty from time to time to apply reasonable amounts; out of the monies in its hands,

against its fees and disbursements, including legal fees and disbursements, incurred at the .normal

rates and charges of the Interim Receiver or its counsel, and such amounts shall constitute

advances against its remuneration and disbursements when and as approved by this Court.

SERVICE AND NOTICE

20. TIIlS COURT ORDERS that the E-Service Protocol of the Commercial List (the

"Protocol") is approved and adopted by reference herein and, in this proceeding, the service of

documents made in accordance with the Protocol (which can be found on the Commercial List

website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/eservice

commercial/) shall be valid and effective service. Subject to Rule 17.05 this Order shall

constitute an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure.

Subject to Rule 3.0l(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service

of documents in accordance with the Protocol will be effective on transmission. This Court

further orders that a Case Website shall be established in accordance with the Protocol with the

following URL: <www.extranets.bdo.ca/DMRobichaud>.

21. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Interim Receiver is at liberty to-serve or distribute this

Order, any other materials and orders in these proceedings, any notices or other correspondence,

by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or

facsimile transmission to the Debtor's creditors or other interested parties at their respective

addresses as last shown on the records of the Debtor and that any such service or.distribution by

courier, personal delivery or facsimile transmission shall be deemed to be received on the next

business day following the date of forwarding thereof, or if sent by ordinary mail, on the third

business day aft~r mailing.

GENERAL

22. THIS COURT ORDERS that the Interim Receiver may from time to time apply to this

Court for advice and directio~~ in the discharge of its powers and duties hereunder.

034

- 10 -

23. TffiS COURT ORDERS that nothing in this Order shall prevent BDO from acting as a BIA section 243(1) receiver or trustee in bankruptcy of the Debtor.

24. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to give effect to this Order and to assist the Interim Receiver and its agents in carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make such orders and to provide such assistance to the Interim Receiver, as an officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the Interim Receiver and its agents in carrying out the terms of this Order,

25. THIS COURT ORDERS that the Applicant, the Receiver and their_ respective counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to the Debtor's creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

26. TIIlS COURT ORDERS that the Interim Receiver be at liberty and is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative body, wherever located, for the recognition of this Order and for assistance in carrying out the terms of this Order, and that the Interim Receiver is authorized and empowered to act as a representative in respect of the within proceedings for the purpose of having these proceedings recognized in a jurisdiction outside Canada.

27. TIIlS COURT ORDERS that the Applicant shall have its costs of this application, up to and including entry and. service of this Order, provided for by the terms of the Applicant's security or, if not so provided by the Applicant's security, then on a substantial indemnity basis to be paid by *e Interim Receiver from the Debtor's estate with such priority and at such time a~ this Court may determine.

035

- 11 -

28. THIS COURT ORDERS that any interested party may apply to this Court to vary or amend this Order on not less than seven (7) days' notice to the Interim Receiver and to any other party likely to be affected by the order sought or upon such other notice, if any, as this Court

. may order.

ENTERED AT i INSCFU',' A TORONTO ON/BOOK NO: LE/ DANS LE REGISTRE NO:

MAR 1 3 2019

PEH/ PAR: f._\f\1

ROYAL BANK OF CANADA and

Applicant

35406598.4


R~spondent Court File No. CV-19-615922-00CL

ONTARIO SUPERIOR COURT OF JlJSTICE

COJ.\1MERCIAL LIST PROCEEDING CO.MN.IBNCED AT TORONTO

INTERIM RECEIVERSIDP ORDER

AIRD & BERLIS LLP Barristers and Solicitors

Brookfield Place 181 Bay Street, Suite 1800

Toronto, ONM5J 2T9 Tel: 416.863.1500 Fax: 416.865.1515

Sanjeev P.R Mitra (LSO # 379340) Email: [email protected]

Sam Babe (LSO # 49498B) !Email: [email protected]

Kathryn Esaw (LSO # 58264F) :mail: [email protected]

mryers for Royal Bank of Canada

C)

(.;..J

'--::I

0 7 I j

BETWEEN:

Court Flle N""1;:)_ CV-19-615922-00CL


COMMERCIAL LIST

ROY AL BANK OF CANADA

and

Applicant

D.M. ROBICHAUD ASSOCIATED LTD.

Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF ~BE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED, AN"l) SECTION 101 OF

THE COURTS OF JUSTICE ACT, R.S.O. 1990,. c. 1. C.43, AS AMENDED

AFFIDAVIT

OF CHRISTINE DOYLE

I, CHRISTINE DOYLE, of the City of Pickering, in the Province of Ontari;, MAKE OATH AND SAY:

1. On March 11, 2019, Royal Bank of Canada ("RBC") commel:l.ced an application for,• . .

among other things, •an order pursuant to subsection 47(1) of !he Bankruptcy and

Insolvency .Act (the "B'IA") and section 101 of the Courts of Justice Act (the "CJA")

appointing BDO Canada Limited ("BDO") as interim receiver (in such capacity: th~

"Interim Receiver"), without security, over all of the assets, und~rta.kings and

properties of D.M. Robichaud Associates Ltd. (the "Debtor").

- 2 -

· 2. The application record, which was served on March 11, 20 I 9 and filed on March 12,

2019 included a copy of a General Security Agreement dated January-2-1, 2015 (the

"GSA"), granting to RBC a security interest in all of the Debtor's a~sets; property and

undertaking. A copy of the GSA was attached at tab 4D of the application record and is

further detailed in the affidavit of Nicholas W1lhelm dated March 11, 2019.

3. The copy of the GSA filed with the court is missing page 5 of the document. Another

copy of the GSA, which includes page 5, is attached hereto as Exhibit "A".

SWORN before me ) at the City of Toronto ) in the Province of Ontario ) thist2--.f~5March, 2019 )

--=-C-4}_z_O~---'---~----- ~ / Ne COMMISSIONER, ETC. )

_r-~?--<o 4P

35436374.1

Appendix ''B''

n ,1 .) L l'

THE HONOURABLE MR.

JUSTICE HAINEY



COMMERCIAL LIST

FRIDAY THE 15111 , ) ) ) DAY OF MARCH, 2019


- and -


Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. B-3, AS AMENDED AND SECTION 101 OF


AMENDING ORDER (Interim Receiver)

THIS MOTION, made by BDO Canada Inc. ("BDO"), for, inter alia, an Order

amending the Order of the Honourable Mr. Justice Hainey dated March 13, 2019 ("IR

Appointment Order") to expand the powers of BDO in its capacity and Interim Receiver of

D.M. Robichaud Associates Ltd. (the "Debtor"), was heard this day at 330 University Avenue,

Toronto, Ontario.

ON READING the report of the Interim Receiver dated March 14, 2019 and the

appendices thereto, and on hearing the submissions of counsel for BDO and Royal Bank of

Canada, no one appearing for any other person on the service list, although served as appears

from the affidavits of service of Pauline Leitgeb, sworn March 14, 2019, filed,

- 2 -

SERVICE

1. THIS COURT ORDERS that the time for service and filing of the notice of application

and the application record is hereby abridged and validated so that this application as it pertains

to the appointment of the Interim Receiver is properly returnable today and hereby dispenses

with further service thereof.

APPOINTMENT

2. THIS COURT ORDERS that the IR Appointment Order be amended to add the

following paragraphs:

3 (A) to pay such disbursements the Interim Receiver deems necessary in order to

preserve the value of the Property of the Debtor from funds coming into its hands;

19 (A) THIS COURT ORDERS that the Receiver be at liberty and it is hereby

empowered to borrow by way of a revolving credit or otherwise, such monies from time

to time as it may consider necessary or desirable, provided that the outstanding principal

amount does not exceed $150,000 (or such greater amount as this Court may by further

Order authorize) at any time, at such rate or rates of interest as it deems advisable for

such period or periods of time as it may arrange, for the purpose of funding the exercise

of the powers and duties conferred upon the Interim Receiver by this Order, including

interim expenditures. The whole of the Prope1ty shall be and is hereby charged by way

of a fixed and specific charge (the "Interim Receiver's Borrowings Charge") as

security for the payment of the monies borrowed, together with interest and charges

thereon, in priority to all security interests, trusts, liens, charges and encumbrances,

statutory or otherwise, in favour of any Person, but subordinate in priority to the Interim

Receiver's Charge and

(a) any purchase money security interest, as that term is defined in the Personal

Property Security Act, R.S.O. 1990, c. P.10, held by parties other than RBC and

ranking in priority to RBC's general security interest; and

(b) subsections 14.06(7), 81.4(4), and 81.6(2) oftheBJA.

0 1 ✓1 Li· I

- 3 -

19 (B) THIS COURT ORDERS that neither the Interim Receiver's Borrowings Charge

nor any other security granted by the Interim Receiver in connection with its borrowings

under this Order shall be enforced without leave of this Court.

19(C) THIS COURT ORDERS that the Inteiim Receiver is at liberty and authorized to

issue certificates substantially in the form annexed as Schedule "A" hereto (the "Interim

Receiver's Certificates") for any amount borrowed by it pursuant to this Order.

19 (D) THIS COURT ORDERS that the monies from time to time borrowed by the

Interim Receiver pursuant to this Order or any further order of this Court and any and all

Interim Receiver's Certificates evidencing the same or any part thereof shall rank on a

pari passu basis, unless otherwise agreed to by the holders of any prior issued Interim

Receiver's Certificates.

3. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Interim Receiver and its agents in caITying out the te1ms of

this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such orders and to provide such assistance to the Interim Receiver, as an

officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the

Interim Receiver and its agents in carrying out the tenns of this Order.

4. THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Interim Receiver and to any other

party likely to be affected by the order sought or upon such other notice, if any, as this Court

may order.

#3603553v3 l4113016

ENTERED AT/ INSCrl,-;- A TORONTO ON/ BOOK NO: LE/ DANS LE REGISTRE NO:

MAR 1 9 2019

PER/ PAR: f.v--!

-4-

SCHEDULE "A" INTERIM RECEIVER CERTIFICATE

CERTIFICATE'NO._ , AMOUNT$ _____ _

1. THIS IS TO CERTIFY that BDO Canada Limited, the inte1im receiver (the "IR") of the assets, undertakings and properties of D.M. Robichaud Associated Ltd. (the "Debtor") acquired for, or used in relation to a business carried on by the Debtor, including all proceeds thereof ( collectively, the "Property") appointed by Order of the Ontario Superior Comi of Justice (Commercial List) (the "Court") dated the 13th day of March, 2019 (the "Order") made in an action having Court file number CV-19-615922-00CL, has.received as such Receiver from the holder of this certificate (the "Lender") the principal sum of$ _______ , being part of the total principal sum of$ ________ which the Receiver is authorized to borrow under and pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with interest thereon calculated and compounded [daily][monthly not in advance on the __ day of each month] after the date hereof at a notional rate per annum equal to the rate of __ per cent above the prime commercial lending rate of Bank of _______ from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the Order or to any further order of the Court, a charge upon the whole of the Property, in priority to the security interests of any other person, but subject to the priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself out of such Property in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver to any person other than the holder of this certificate without the prior written consent of the holder of this certificate.

6. The charge securing this certificate shall operate so as to pennit the Receiver to deal with the Property as authorized by the Order and as authorized by any further or other order of the Court.

043

- 5 -

7. The Receiver does not undertake, and it is not under any personal liability, to pay any sum in respect of which it may issue certificates under the terms of the Order.

DATEDthe __ dayof ______ ,2019. BDO CANADA LIMITED., solely in its capacity as Interim Receiver ofD.M. Robichaud Associates Ltd., and not in its corporate or personal capacity Per:

Name: Title:

0 iJ !\ Lj. &.or

.. ROYAL BANK OF CANADA and

Applicant


Respondent Court File No. CV-19-615922-00CL


COMMERCIAL LIST PROCEEDING COMMENCED AT TORONTO

AMENDING ORDER

MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON M5H 402

Raymond M. Slattery (LSO# 20479L)

[email protected] Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BDO Canada Limited o ..,r::,,.

(File No. 41130 I 6) (.;7

Appendix ''C''

. '

! •

THE HONOURABLE MR.

JUSTICE HAINEY

BETWEEN:



COMMERCIAL LIST

) ) )

THURSDAY, THE 215t

DAY OF MARCH, 2019

ROY AL BANK OF CANADA Applicant

- and-


Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. B-3, AS AMENDED AND SECTION 101 OF


SECOND AMENDING ORDER (Interim Receiver)

THIS MOTION, made by BDO Canada Limited ("BDO"), for, inter alia, an Order

amending the Order of the Honourable Mr. Justice Hainey dated March 13, 2019, as previously

amended by Order of the Honourable Mr. Justice Hainey dated March 15, 2019 (collectively, the

"IR Appointment Order") to expand the powers of BDO in its capacity as interim receiver (the

"Interim Receiver") of D.M. Robichaud Associates Ltd. (the "Debtor"), was heard this day at

330 University Avenue, Toronto, Ontario.

04

-2-' .

ON READING on hearing the submissions of counsel for BDO, Royal Bank of Canada, Trisura Guarantee Insurance Company and LiUNA Local 183 and no one else appearing,

1. THIS COURT ORDERS that this motion is properly returnable today and hereby dispenses with further service thereof.

2. THIS COURT ORDERS that the IR Appointment Order be and hereby is amended by deleting subparagraph 2(c) in its entirety and substituting the following therefor:

"(c) April 24, 2019."

3. THIS COURT ORDERS that the IR Appointment Order be and hereby is amended by deleting paragraph 13 in its entirety and substituting the following therefor:

"13. THIS COURT ORDERS that all employees of the Debtor shall remain the

employees of the Debtor. The Interim Receiver, on the Debtor's behalf, may terminate the employment of such employees. The Interim Receiver shall not be liable for any

employee-related liabilities, including any successor employer liabilities as provided for

in subsection 14.06( 1.2) of the BIA, other than such amounts as the Interim Receiver may

specifically agree in writing to pay, or in respect of its obligations under subsections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act."

4. THIS COURT ORDERS that the IR Appointment Order be and hereby is amended by adding the following paragraphs:

"3(d.1) to sell, convey, transfer, lease or assign the Property (but not any Property

which may be held in trust by the Debtor or the Interim Receiver) or any

part or parts thereof out of the ordinary course of business,

(i) without the approval of this Court in respect of any transaction not

exceeding $100,000, provided that the aggregate consideration for

all such transactions does not exceed $250,000; and

- 3 -

(ii) with the approval of this Court in respect of any transaction in

which the purchase price or the aggregate purchase price exceeds

the applicable amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario

Personal Property Security Act, or section 31 of the Ontario Mortgages

Act, as the case may be, shall not be required;

(d.2) to apply for any vesting order or other orders necessary to convey the

Property or any part or parts thereof to a purchaser or purchasers thereof,

free and clear of any liens or encumbrances affecting such Property;"

"19 (E) THIS COURT ORDERS that the Interim Receiver be at liberty and it is

hereby empowered to borrow by way of a revolving credit or otherwise, such monies

from time to time as it may consider necessary or desirable, provided that the outstanding

principal amount does not exceed $150,000 (or such greater amount as this Court may by

further Order authorize) at any time, at such rate or rates of interest as it deems advisable

for such period or periods of time as it may arrange, for the purpose of funding the

exercise of the powers and duties conferred upon the Interim Receiver by this Order,

including interim expenditures. For greater certainty borrowings under this paragraph

19(E) and the limit on such borrowings imposed hereby shall be in addition to any

existing borrowings under paragraph l 9(A) hereof. The accounts receivable from the

Town of Richmond Hill in connection with projects RFQ-49-15 and RFQ-89-17 (the

"Richmond Hill Receivables") shall be and are hereby charged by way of a fixed and

specific charge (the "Interim Receiver's Second Borrowings Charge") as security for

the payment of the monies borrowed pursuant to this paragraph l 9(E), together with

interest and charges thereon, in priority to all security interests, trusts, liens, charges and

encumbrances, statutory or otherwise, in favour of any Person, but subordinate in priority

to subsections 81.4(4) and 81.6(2) of the BIA. For greater clarification, the proceeds of

this additional borrowing will be used primarily to fund the completion of these two

projects (which is primarily employees' Wages and Monetary Supplementary Benefits, as

those terms are defined in the Construction Act).

048

-4-

19 (F) THIS COURT ORDERS that the Interim Receiver's Second Borrowings Charge

shall not be enforced without leave of this Court."

5. THIS COURT ORDERS that there shall be no further borrowings after the date of this

Order under paragraph l 9(A) of the IR Appointment Order, until further Order of the Court.

6. THIS COURT ORDERS that, except for the Interim Receiver's Second Borrowings

Charge as against the Richmond Hill Receivables, this Order is without prejudice to claims of

any trust beneficiaries to any trust property which has been, is, or may be held by the Debtor, or

the Interim Receiver.



effect to this Order and to assist the Interim Receiver and its agents in carrying out the terms of

this Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such orders and to provide such assistance to the Interim Receiver, as an

officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the

Interim Receiver and its agents in carrying out the terms of this Order.

ENTERED AT 1 \NSCRiT A TORONTO ON/ BOOK N·O: LE/ DANS LE REGISTRE NO:

MAR 2 2 2019

PER/ PAP\: rvJ

0 /l q -r /

. )'


Applicant

35531253.1

and

,.) r n l :_. u


Respondent Court File No. CV-19-615922-00CL



SECOND AMENDING ORDER

MINDEN GROSS LLP Barristers and Solicitors 2200- 145 King Street West Toronto, ON MSH 402

Raymond M. Slattery (LSO# 20479L) [email protected] Tel: 416-369-4149 Fax: 416-864-9223


(File No. 4113016)

Appendix ''D''

0 r· 'I :.) l



COMMERCIAL LIST

THE HONOURABLE f' ) ) )

MONDAY, THE 15TH

DAY OF APRIL, 2019 JUSTICE

BETWEEN:


Applicant

- and -


Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C.1985, c. 8-3, AS AMENDED AND SECTION 101 OF


APPROVAL AND VESTING ORDER

THIS MOTION, made by BOO Canada Limited in its capacity as the Courtappointed interim receiver (the "Receiver") of the undertaking, property and assets of D.M. Robichaud Associates Ltd. (the "Debtor") for an order approving the sale transaction (the "Transaction") contemplated by an agreement of purchase and sale (the "Sale Agreement") between the Receiver and Capital Infrastructure Group Inc., in trust (the "Purchaser") dated March 29, 2019, and appended to the Report of the Receiver dated April 4, 2019 (the "Report"), and vesting in the Purchaser the right, title and interest of the Receiver and the Debtor in and to the assets described in the Sale Agreement (the "Purchased Assets"), was heard this day at 330 University Avenue, Toronto, Ontario.

- 2 - 052

ON READING the Report and on hearing the submissions of counsel for the Receiver, the Purchaser and the Applicant, no one appearing for any other person on

J A \ 0 service list, although properly served as appears from the affidavit of ~ff'% :,l,M--! •v~ ~pril /0 , 2019/iled:

1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with such minor amendments as the Receiver may deem necessary. The Receiver is hereby authorized and directed to take such additional steps and execute such additional documents as may be necessary or desirable for the completion of the Transaction and for the conveyance of the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver's certificate to the Purchaser substantially in the form attached as Schedule A hereto (the "Receiver's Certificate"), all of the right, title and interest of the Receiver and the Debtor in and to the Purchased Assets described in the Sale Agreement shall vest absolutely in the Purchaser, free and clear of and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or monetary claims, whether or not they have attached or been perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any encumbrances or charges created by the Orders of the Honourable Justice Hainey dated March 13, 2019, March 15, 2019 and March 21, 2019; (ii) all charges, security interests or claims evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other personal property registry system (all of which are collectively referred to as the "Encumbrances") and, for greater certainty, this Court orders that all of the Encumbrances affecting or relating to the Purchased Assets are hereby expunged and discharged as against the Purchased Assets.

3. THIS COURT ORDERS that for the purposes of determining the nature and priority of Claims, the net proceeds from the sale of the Purchased Assets shall stand in

- 3 - 053 the place and stead of the Purchased Assets, and that from and after the delivery of the

Receiver's Certificate all Claims and Encumbrances shall attach to the net proceeds

from the sale of the Purchased Assets with the same priority as they had with respect to

the Purchased Assets immediately prior to the sale, as if the Purchased Assets had not

been sold and remained in the possession or control of the person having that

possession or control immediately prior to the sale.

4. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a

copy of the Receiver's Certificate, forthwith after delivery thereof to the Purchaser.

5. THIS COURT ORDERS that upon being advised that the Receiver's Certificate

has been filed by the Receiver, the Debtor is hereby authorized and directed to change

its corporation name from its current name to its Ontario Corporation number or such

other numbered company name as the Ministry may direct upon receiving the

necessary documentation from the Debtor requesting the name change.

6. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver is authorized and

permitted to disclose and transfer to the Purchaser all human resources and payroll

information in the Company's records pertaining to the Debtor's past and current

employees. The Purchaser shall maintain and protect the privacy of such information

and shall be entitled to use the personal information provided to it in a manner which is

in all material respects identical to the prior use of such information by the Debtor.

7. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant

to the Bankruptcy and Insolvency Act (Canada) in respect of the Debtor

and any bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtor;

- 4 -

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be

binding on any trustee in bankruptcy that may be appointed in respect of the Debtor and

shall not be void or voidable by creditors of the Debtor, nor shall it constitute nor be

deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at

undervalue, or other reviewable transaction under the Bankruptcy and Insolvency Act

(Canada) or any other applicable federal or provincial legislation, nor shall it constitute

oppressive or unfairly prejudicial conduct pursuant to any applicable federal or

provincial legislation.

8. THIS COURT HEREBY REQUESTS the aid and recognition of any court,

tribunal, regulatory or administrative body having jurisdiction in Canada or in the United

States to give effect to this Order and to assist the Receiver and its agents in carrying

out the terms of this Order. All courts, tribunals, regulatory and administrative bodies

are hereby respectfully requested to make such orders and to provide such assistance

to the Receiver, as an officer of this Court, as may be necessary or desirable to give

effect to this Order or to assist the Receiver and its agents in carrying out the terms of

this Order.

BETWEEN:

055 Schedule A- Form of Receiver's Certificate



COMMERCIAL LIST


Applicant

- and -


Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. 8-3, AS AMENDED AND SECTION 101 OF


RECEIVER'S CERTIFICATE

RECITALS

A Pursuant to an Order of the Honourable Justice Hainey of the Ontario Superior Court of Justice (the "Court") dated March 13, 2019, BOO Canada Limited was appointed as the interim receiver (the "Receiver") of the undertaking, property and assets of the Respondent (the "Debtor").

B. Pursuant to an Order of the Court dated April 15, 2019, the Court approved the agreement of purchase and sale made as of March 29, 2019 (the "Sale Agreement") between the Receiver and Capital Infrastructure Group Inc., in trust (the "Purchaser") and provided for the vesting in the Purchaser of the right, title and interest of the

! .. I

. t I

05

Receiver and the Debtor in and to the Purchased Assets, which vesting is to be

effective with respect to the Purchased Assets upon the delivery by the Receiver to the

Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase

Price for the Purchased Assets; (ii) that the conditions to Closing as set out in Article 4

of the Sale Agreement have been satisfied or waived by the Receiver and the

Purchaser; and (iii) the Transaction has been completed to the satisfaction of the

Receiver.

C. Unless otherwise indicated herein, terms with initial capitals have the meanings

set out in the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the Purchase Price for

the Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in Article 4 of the Sale Agreement have been

satisfied or waived by the Receiver and the Purchaser; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at ____ [TIME] on April

___ ,2019.

BOO Canada Limited, solely in its capacity as Court-Appointed Interim Receiver of the undertaking, property and assets of D.M. Robichaud Associates Ltd., and not in its personal capacity

Per:

Name: Brad Newton

Title:

Appendix ''E''

THE HONOURABLE MR.

JUSTICE HAINEY •· ·~

,~,,\ 'i /'-- ,/.:~'<,

( y J?J?l\\{EE1'f: C

,,.,.,, ' ", ' +. ,,,



COMMERCIAL LIST

) ) )

WEDNESDAY, THE 1st DAY

OF MAY, 2019


- and-

Applicant


Respondent

APPLICATION UNDER SUBSECTIONS 47(1) AND 243(1) OF THE BANKRUPTCY AND INSOLVENCY ACT, R.S.C. 1985, c. B-3, AS AMENDED, AND SECTION 101 OF


ORDER (Appointment of Receiver)

THIS APPLICATION made by Royal Bank of Canada ("RBC") for, inter alia, an

Order pursuant to subsection 243(1) of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3,

as amended (the "BIA"), and section 101 of the Courts of.Justice Act, R.S.O. 1990, c. C.43, as

amended (the "CJA"), appointing BDO Canada Limited ("BDO") as receiver (in such capacity,

the "Receiver") without security, of all of the assets, undertakings and properties of D.M.

Robichaud Associates Ltd. (the "Debtor"), was heard this day at 330 University Avenue,

Toronto, Ontario.

057

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ON READING the affidavits of Nicholas Wilhelm sworn March 11, 2019 and April 22,

2019, and the exhibits to each, the Fourth Report of BDO in its capacity as Interim Receiver (as

defined in paragraph 3 below) dated April 17, 2019, and the consent of BDO to act as the

Receiver, and on hearing the submissions of counsel for the Applicant, counsel for BDO, counsel

to Trisura Guarantee Insurance Company, counsel to LiUNA Local 183 and no one appearing for

any other person although duly served as appears from the affidavits of service of Kathryn Esaw

sworn March 11, 2019, and Sam Babe sworn April 22, 2019, both filed,

SERVICE

1. THIS COURT ORDERS that the time for service of the notice of application and the

application record is hereby abridged and validated and that this application as it pertains to the

appointment of the Receiver is properly returnable today and hereby dispenses with further

service thereof.

APPOINTMENT OF RECEIVER

2. THIS COURT ORDERS that pursuant to subsection 243(1) of the BIA and section 101

of the. CJA, BDO is hereby appointed Receiver, without security, of all of the assets,

unde1iakings and properties of the Debtor including all proceeds thereof (the "Property").

3. THIS COURT ORDERS AND DECLARES that BDO, in its capacity as interim

receiver in these proceedings (in such capacity, the "Interim Receiver") appointed by Order of

this Court made March 13, 2019 pursuant to subsection 47(1) of the BIA and section 101 of the

CJA, as amended by Orders of this Court dated March 15, 2019 and March 21, 2019

(collectively, the "Interim Receivership Order"), discharged from such capacity by effect of

this Order, shall pay, and is deemed to have paid, over to the Receiver all amounts in its

possession and the Interim Receiver's receipts and disbursements shall continue as those of the

Receiver.

RECEIVER'S POWERS

4. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not

obligated, to act at once in respect of the Debtor and the Property and, without in any way

058

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limiting the generality of the foregoing, the Receiver is hereby expressly empowered and

authorized to do any of the following where the Receiver considers it necessary or desirable:

(a) to take possession of and exercise control over the Property and any and all

proceeds, receipts and disbursements arising out of or from the Prope1iy;

(b) to receive, preserve, and protect the Property, or any part or parts thereof,

including, but not limited to, the changing of locks and security codes, the

relocating of Property to safeguard it, the engaging of independent security

personnel, the taking of physical inventories and the placement of such insurance

coverage as may be necessary or desirable;

(c) to manage, operate, and carry on the business of the Debtor, including the powers

to enter into any agreements, incur any obligations in the ordinary course of

business, cease to carry on all or any part of the business, or cease to perform any

contracts of the Debtor;

( d) to engage consultants, appraisers, agents, experts, auditors, accountants,

managers, counsel and such other persons from time to time and on whatever

basis, including on a temporary basis, to assist with the exercise of the Receiver's

powers and duties, including without limitation those conferred by this Order;

(e) to purchase or lease such machinery, equipment, inventories, supplies, premises

or other assets to continue the business of the Debtor or any part or parts thereof;

(f) to receive and collect all monies and accounts now owed or hereafter owing to the

Debtor and to exercise all remedies of the Debtor in collecting such monies,

including, without limitation, to enforce any security held by the Debtor;

(g) to settle, extend or compromise any indebtedness owing to the Debtor;

059

(h) to execute, assign, issue and endorse documents of whatever nature in respect of

any of the Property, whether in the Receiver's name or in the name and on behalf

of the Debtor, for any purpose pursuant to this Order;

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(i) to initiate, prosecute and continue the prosecution of any and all proceedings and

to defend all proceedings now pending or hereafter instituted with respect to the

Debtor, the Property or the Receiver, and to settle or compromise any such

proceedings, and the authority hereby conveyed shall extend to such appeals or

applications for judicial review in respect of any order or judgment pronounced in

any such proceeding;

(j) to market any or all of the Property, including advertising and soliciting offers in

respect of the Property or m1y part or parts thereof and negotiating such terms and

conditions of sale as the Receiver in its discretion may deem appropriate,

including, without limiting the forgoing, by continuing the marketing and sale

process commenced by the Interim Receiver;

(k) to sell, convey, transfer, lease or assign the Property or any part or parts thereof

out of the ordinary course of business,

(i) without the approval of this Court in respect of any transaction not

exceeding $100,000, provided that the aggregate consideration for all such

transactions does not exceed $250,000; and

(ii) with the approval of this Court in respect of any transaction in which the

purchase price or the aggregate purchase price exceeds the applicable

amount set out in the preceding clause;

and in each such case notice under subsection 63(4) of the Ontario Personal

Property Security Act, or section 31 of the Ontario Mortgages Act, as the case

may be, shall not be required;

(1) to apply for any vesting order or other orders necessary to convey the Property or

any part or parts thereof to a purchaser or purchasers thereof, free and clear of any

liens or encumbrances affecting such Property;

(m) to report to, meet with and discuss with such affected Persons (as defined below)

as the Receiver deems appropriate on all matters relating to the Property and the

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receivership, and to share information, subject to such terms as to confidentiality

as the Receiver deems advisable;

(n) to register a copy of this Order and any other Orders in respect of the Property

against title to any of the Property;

( o) to apply for any permits, licences, approvals or permissions as may be required by

any governmental authority and any renewals thereof for and on behalf of and, if

thought desirable by the Receiver, in the name of the Debtor;

(p) to enter into agreements with any trustee in bankruptcy appointed in respect of the

Debtor, including, without limiting the generality of the foregoing, the ability to

enter into occupation agreements for any property owned or leased by the Debtor;

(q) to exercise any shareholder, paitnership, joint venture or other rights which the

Debtor may have; and

(r) to take any steps reasonably incidental to the exercise of these powers or the

performance of any statutory obligations,

and in each case, the Receiver shall be exclusively authorized and empowered to do so, to the

exclusion of all other Persons (as defined below), including the Debtor, and without interference

from any other Person.

DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER

5. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and fom1er directors,

officers, employees, agents, advisors, accountants, legal counsel and shareholders, and all other

persons acting on its instructions or behalf, and (iii) all other individuals, firms, corporations,

governmental bodies or agencies, or other entities having notice of this Order (all of the

foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the

Receiver of the existence of any Property in such Person's possession or control, shall grant

immediate and continued access to the Prope1ty to the Receiver, and shall deliver all such

Property to the Receiver upon the Receiver's request.

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6. THIS COURT ORDERS that, notwithstanding the Construction Act (Ontario), the

Builders' Lien Act (Nova Scotia) or any similar legislation, any and all funds owing by any

Person for value of work done by the Debtor shall be paid to the Receiver pending a

determination of claims to the funds and/or priorities as between such claims.

7. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the

existence of any books, documents, securities, contracts, orders, corporate and accounting

records, and any other papers, records and information of any kind related to the business or

affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data

storage media containing any such information (the foregoing, collectively, the "Records") in

that Person's possession or control, and shall provide to the Receiver or permit the Receiver to

make, retain and take away copies thereof and grant to the Receiver unfettered access to and use

of accounting, computer, software and physical facilities relating thereto, provided however that

nothing in this paragraph or in paragraph of this Order shall require the delivery of Records, or

the granting of access to Records, which may not be disclosed or provided to the Receiver due to

the privilege attaching to solicitor-client communication or due to statutory provisions

prohibiting such disclosure.

8. THIS COURT ORDERS that if any Records are stored or otherwise contained on a

computer or other electronic system of information storage, whether by independent service

provider or otherwise, all Persons in possession or control of such Records shall forthwith give

unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully

copy all of the information contained therein whether by way of printing the information onto

paper or making copies of computer disks or such other manner of retrieving and copying the

information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy

any Records without the prior written consent of the Receiver. Further, for the purposes of this

paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate

access to the information in the Records as the Receiver may in its discretion require including

providing the Receiver with instructions on the use of any computer or other system and

providing the Receiver with any and all access codes, account names and account numbers that

may be required to gain access to the information.

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9. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords

with notice of the Receiver's intention to remove any fixtures from any leased premises at least

seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled

to have a representative present in the leased premises to observe such removal and, if the

landlord disputes the Receiver's entitlement to remove any such fixture under the provisions of

the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any

applicable secured creditors, such landlord and the Receiver, or by further Order of this Court

upon application by the Receiver on at least two (2) days' notice to such landlord and any such

secured creditors.

NO PROCEEDINGS AGAINST THE RECEIVER

10. THIS COURT ORDERS that no proceeding or enforcement process in any court or

tribunal ( each, a "Proceeding"), shall be commenced or continued against the Receiver except

with the written consent of the Receiver or with leave of this Corni.

NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY

11. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or the

Property shall be commenced or continued except with the written consent of the Receiver or

with leave of this Court and any and all Proceedings currently under way against or in respect of

the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

12. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver,

or affecting. the Property, are hereby stayed and suspended except with the written consent of the

Receiver or leave of this Court, provided however that this stay and suspension does not apply in

respect of any "eligible financial contract" as defined in the BIA, and further provided that

nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business

which the Debtor is not lav.rfully entitled to carry on, (ii) exempt the Receiver or the Debtor from

compliance with statutory or regulatory provisions relating to health, safety or the environment

to which the Debtor is subject, (iii) prevent the filing of any registration to preserve or perfect a

security interest, or (iv) prevent the registration of a claim for lien.

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NO INTERFERENCE WITH THE RECEIVER

13. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere

with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement,

certificate, certification, consent, approval, licence or permit in favour of or held by the Debtor

without written consent of the Receiver or leave of this Comi.

CONTINUATION OF SERVICES

14. THIS COURT ORDERS that all Persons having oral or written agreements with the

Debtor or statutory or regulatory mandates for the supply of goods and/or services, including

without limitation, all computer software, communication and other data services, centralized

banking services, payroll services, insurance, transportation services, utility or other services to

the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,

interfering with or terminating the supply of such goods or services as may be required by the

Receiver, and that the Receiver shall be entitled to the continued use of the Debtor's current

telephone numbers, facsimile numbers, internet addresses and domain names, provided in each

case that the normal prices or charges for all such goods or services received after the date of this

Order are paid by the Receiver in accordance with normal payment practices of the Debtor or

such other practices as may be agreed upon by the supplier or service provider and the Receiver,

or as may be ordered by this Court.

RECEIVER TO HOLD FUNDS

15. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms

of payments received or collected by the Receiver from and after the making of this Order from

any source whatsoever, including without limitation the sale of all or any of the Property and the

collection of any accounts receivable in whole or in part, whether in existence on the date of this

Order or hereafter coming into existence (collectively, the "Post Receivership Payments"),

shall be deposited into one new account or more than one new accounts (including as and where

is required by the Construction Act, as determined by the Receiver) each of which accounts

( collectively, the "Post Receivership Accounts") is to be opened by the Receiver and the

monies standing to the credit of such Post Receivership Accounts from time to time, net of any

disbursements provided for herein, shall be held by the Receiver to be paid in accordance with

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the terms of this Order or any further Order of this Court. As such Post Receivership Payments

to the Receiver may constitute trust property pursuant to general principles of law and/or statute

(including, without limitation, the Construction Act) and since the Receiver may be the trustee of

such trust property, the Receiver shall, in respect of such Post Receivership Payments and Post

Receivership Accounts, maintain detailed records, among other things, complying with the

Construction Act, subject to the transition provisions thereof. To the extent receipts are

segregated by the Receiver in multiple Post Receivership Accounts, such segregation shall be

without prejudice to the existing rights of any party and shall not create any new rights in favour

of any party. The Receiver shall allocate overhead costs of the Debtor between multiple Post

Receivership Accounts (if applicable) in an equitable and reasonable manner which shall be

reviewed and approved by the Court.

EMPLOYEES

16. THIS COURT ORDERS that all employees of the Debtor shall remain the employees

of the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the

employment of such employees. The Receiver shall not be liable for any employee-related

liabilities, including any successor employer liabilities as provided for in subsection 14.06(1.2)

of the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or

in respect of its obligations under subsections 81.4(5) or 81.6(3) of the BIA or under the Wage

Earner Protection Program Act.

PIPEDA

17. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver may disclose personal

information of identifiable individuals to prospective purchasers or bidders for the Property and

to their advisors, but only to the extent desirable or required to negotiate and attempt to complete

one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to

whom such personal information is disclosed shall maintain and protect the privacy of such

information and limit the use of such information to its evaluation of the Sale, and if it does not

complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all

such information. The purchaser of any Property shall be entitled to continue to use the personal

065

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information provided to it, and related to the Property purchased, in a manner which is in all

material respects identical to the prior use of such information by the Debtor, and shall return all

other personal information to the Receiver, or ensure that all other personal information is

destroyed.

LIMITATION ON ENVIRONMENTAL LIABILITIES

18. THIS COURT ORDERS that nothing herein contained shall require the Receiver to

occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release

or deposit of a substance contrary to any federal, provincial or other law respecting the

protection, conservation, enhancement, remediation or rehabilitation of the environment or

relating to . the disposal of waste or other contamination including, without limitation, the

Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario

Water Resources Act, or the Ontario Occupational Health .and Safety Act and regulations

thereunder (the "Environmental Legislation"), provided however that nothing herein shall

exempt the Receiver from any duty to report or make disclosure imposed by applicable

Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in

pursuance of the Receiver's duties and powers under this Order, be deemed to be in Possession

of any of the Property within the meaning of any Environmental Legislation, unless it is actually

in possession.

LIMITATION ON THE RECEIVER'S LIABILITY

19. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a

result of its appointment or the carrying out the provisions of this Order, save and except for any

gross negligence or wilful misconduct on its part, or in respect of its obligations under

subsections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner Protection Program Act.

Nothing in this Order shall derogate from the protections afforded the Receiver by section 14.06

of the BIA or by any other applicable legislation.

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RECEIVER'S ACCOUNTS

20. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid

their reasonable fees and disbursements, in each case at their standard rates and charges, and that

the Receiver and counsel to the Receiver shall be entitled to and are hereby granted a charge (the

"Receiver's Charge") on the Property, as security for such fees and disbursements, both before

and after the making of this Order in respect of these proceedings, and that the. Receiver's

Charge shall form a first charge on the Property in priority to all security interests, trusts, liens,

charges and encumbranc.es, statutory or otherwise, in favour of any Person, including without

limitation the Interim Receiver's Charge, the Interim Receiver's Borrowings Charge (as those

terms are defined in the Interim Receivership Order), but subject to the Interim Receiver's

Second Bonowings Charge (as such term is defined in the Interim Receivership Order) and

subsections 14.06(7), 81.4(4), and 81.6(2) of the BIA.

21. THIS COURT ORDERS that the Receiver and its legal counsel shall pass their

accounts from time to time, and for this purpose the accounts of the Receiver and its legal

counsel are hereby referred to a judge of the Commercial List of the Ontario Superior Comi of

Justice.

22. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be

at liberty from time to time to apply reasonable amounts, out of the monies in its hands, against

its fees and disbursements, including legal fees and disbursements, incurred at the normal rates

and charges of the Receiver or its counsel, and such amounts shall constitute advances against its

remuneration and disbursements when and as approved by this Court.

FUNDING OF THE RECEIVERSHIP

23. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to

borrow by way of a revolving credit or otherwise, such monies from time to time as it may

consider necessary or desirable, provided that the outstanding principal amount does not exceed

$200,000 (or such greater amount as this Court may by further Order authorize) at any time, at

such rate or rates of interest as it deems advisable for such period or periods of time as it may

arrange, for the purpose of funding the exercise of the powers and duties conferred upon the

Receiver by this Order, including interim expenditures, and for the purpose of funding the

- 12 -n,n Ubo

Debtor's operations. The whole of the Property shall be and is hereby charged by way of a fixed

and specific charge (the "Receiver's Borrowings Charge") as security for the payment of the

monies borrowed, together with interest and charges thereon, in priority to all security interests,

trusts, liens, charges and encumbrances, statutory or otherwise, in favour of any Person,

including without limitation the Interim Receiver's Charge and the Interim Receiver's

Borrowings Charge, but subordinate in priority to the Interim Receiver's Second Borrowings

Charge, the Receiver's Charge and the charges as set out in sections 14.06(7), 81.4(4), and

81.6(2) of the BIA.

24. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other

security granted by the Receiver in connection with its borrowings under this Order shall be

enforced without leave of this Court.

25. THIS COURT ORDERS that the Receiver is at liberty and authorized to issue

certificates substantially in the form annexed as Schedule "A" hereto (the "Receiver's

Certificates") for any amount borrowed by it pursuant to this Order.

26. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver

pursuant to this Order or any further order of this Court and any and all Receiver's Certificates

evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed

to by the holders of any prior issued Receiver's Certificates.

27. THIS COURT ORDERS that, prior to distribution of proceeds of the Property, the

Receiver shall allocate its costs and borrowings secured by the Receiver's Charge and the

Receiver's Borrowings Charge amongst the proceeds of various assets comprising the Property

in an equitable and reasonable manner, and the Receiver shall apply to this Court on notice to

any party likely to be affected for an order approving its proposed allocation and distribution.

Such proposed allocation is to be without prejudice to the position of any affected party on the

Receiver's motion to approve the Receiver's allocation.

SERVICE AND NOTICE

28. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the

"Protocol") is approved and adopted by reference herein and, in this proceeding, the service of

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documents made in accordance with the Protocol (which can be found on the Commercial List

website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/eservice

commetcial/) shall be valid and effective service. Subject to Rule 17.05 this Order shall

constitute an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure.

Subject to Rule 3.0l(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service

of documents in accordance with the Protocol will be effective on transmission. This Court

further orders that a Case Website shall be established in accordance with the Protocol with the

following URL <www.extranets.bdo.ca/DMRobichaud>.

29. THIS COURT ORDERS that if the service or distribution of documents in accordance

with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any

other materials and orders in these proceedings, any notices or other correspondence, by

forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile

transmission to the Debtor's creditors or other interested parties at their respective addresses as

last shown on the records of the Debtor and that any such service or distribution by courier,

personal delivery or facsimile transmission shall be deemed to be received on the next business

day following the date of forwarding thereof, or if sent by ordinary mail, on the third business

day after mailing.

GENERAL

30. THIS COURT ORDERS that the Receiver may from time to time apply to this Court

for advice and directions in the discharge of its powers and duties hereunder.

31. THIS COURT ORDERS that nothing in this Order shall prevent BDO from acting as a

trustee in bankruptcy of the Debtor.



effect to this Order and to assist the Receiver and its agents in carrying out the terms of this

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such orders and to provide such assistance to the Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

- 14 - 0 r; n :U

33. THIS COURT ORDERS that the Applicant, the Receiver and their respective counsel

are at liberty to serve or distribute this Order, any other materials and orders as may be

reasonably required in these proceedings, including any notices, or other correspondence, by

forwarding true copies thereof by electronic message to the Debtor's creditors or other interested

parties and their advisors. For greater certainty, any such distribution or service shall be deemed

to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning

of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175

(SORJDORS).

34. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and

empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,

for the recognition of this Order and for assistance in carrying out the terms of this Order, and

that the Receiver is authorized and empowered to act as a representative in respect of the within

proceedings for the purpose of having these proceedings recognized in a jurisdiction outside

Canada.

35. THIS COURT ORDERS that the Applicant shall have its costs of this Application, up

to and including entry and service of this Order, provided for by the terms of the Applicant's

security or, if not so provided by the Applicant's security, then on a substantial indemnity basis

to be paid by the Receiver from the Debtor's estate with such priority and at such time as this

Court may determine.

36. THIS COURT ORDERS that any interested party may apply to this Court to vary or

amend this Order on not less than seven (7) days' notice to the Receiver and to any other party

likely to be affected by the order sought or upon such other notice, if any, as this Court may

order. /

ENTERED AT/ iNSCFliT t\ TORONTO ON I BOOr< NO: LE/ DANS LE REGISTRE NO:

MAY O 1 2019

Pl:R/PA~

CERTIFICATE NO.

AMOUNT$ -------

SCHEDULE "A"

RECEIVER CERTIFICATE

1. THIS IS TO CERTIFY that BOO Canada Limited, the receiver (the "Receiver") of the

assets, undertakings and properties of D.M. Robichaud Associated Ltd. (the "Debtor") acquired

for, or used in relation to a business carried on by the Debtor, including all proceeds thereof

( collectively, the "Property") appointed by Order of the Ontario Superior Court of Justice

(Commercial List) (the "Court") dated the pt day of May, 2019 (the "Order") made in an action

having Court file number CV-19-615922-00CL, has received as such Receiver from the holder

of this certificate (the "Lender") the principal sum of$ _______ , being part of the total

principal sum of $ ________ which the Receiver is authorized to borrow under and

pursuant to the Order.

2. The principal sum evidenced by this certificate is payable on demand by the Lender with

interest thereon calculated and compounded [daily][monthly not in advance on the __ day of

each month] after the date hereof at a notional rate per annum equal to the rate of __ per cent

above the prime commercial lending rate of Bank of _______ from time to time.

3. Such principal sum with interest thereon is, by the terms of the Order, together with the

principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the

Order or to any further order of the Court, a charge upon the whole of the Property, in priority to

the security interests of any other person, but subject to the priority of the charges set out in the

Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself

out of such Prope1iy in respect of its remuneration and expenses.

4. All sums payable in respect of principal and interest under this certificate are payable at

the main office of the Lender at Toronto, Ontario.

5. Until all liability in respect of this certificate has been terminated, no certificates creating

charges ranki.ng or purporting to rank in priority to this ce1iificate shall be issued by the Receiver

0 7 /\

- 16 -

to any person other than the holder of this certificate without the prior written consent of the

holder of this certificate.

6. The charge securing this certificate shall operate so as to permit the Receiver to deal with

the Property as authorized by the Order and as authorized by any further or other order of the

Court.

7. The Receiver does not undertake, and it is not under any personal liability, to pay any

sum in respect of which it may issue certificates under the terms of the Order.

DATEDthe __ dayof ______ ,2019.

BDO CANADA LIMITED., solely in its capacity as Receiver of D.M. Robichaud Associates Ltd., and not in its corporate or personal capacity

Per:

Name:

Title:

ROYAL BANK OF CANADA and

Applicant

35316958.7


Respondent




RECEIVERSIDP ORDER

AIRD & BERLIS LLP Barristers and Solicitors

Brookfield Place Suite 1800, 181 Bay Street

Toronto, ON M5J 2T9 Tel: 416.863.1500 Fax: 416.865.1515

Sanjeev P.R. l.Vfitra (LSO # 379340) Email: [email protected]

Sam Babe (LSO # 49498B) Email: [email protected]

Kathryn Esaw (LSO # 58264F) Email: [email protected]

Lawyersfor Royal Bank of Canada 0 '~-1

u.i

Appendix ''F''

Un '7 /!_ I ~l



COMMERCIAL LIST

THE HONOURABLE

JUSTICE Ch, °'-Pf e~

) MONDAY, THE 10th DAY OF ) ) JUNE, 2019.

BETWEEN:


and


ORDER

Applicant

Respondent

THIS MOTION, made by BDO Canada Limited ("BDO") in its capacity as

Receiver of all the assets, undertakings and properties of D.M. Robichaud

Associates Ltd. ("Robichaud") was heard this day at 330 University Avenue,

Toronto.

UPON READING the Notice of Motion of BDO, the First Report of the

Receiver dated May 31, 2019, and upon hearing submissions of counsel for BDO,

no one else appearing although properly served, as appears from the Affidavit of

Hayley Morgan sworn June 6, 2019, filed,

2

1. THIS COURT ORDERS the sale of the vehicles listed in Appendix B to

the First Report of the Receiver dated May 31, 2019 to Canam Appraiz Inc.

2. THIS COURT ORDERS the Ministry of Transportation of Ontario to

issue all necessary certificates of ownership and other documentation to allow for

the registration of the ownership of the vehicles in Canam Appraiz Inc.'s name.

JUN 11 201~

COUR SUPERIEURE..DE JUS11C! ENTRI:.

0 " r _,; J

--., ,,

BETWEEN:


-and- D.M. ROBICHAUD ASSOCIATES LTD. Respondent

Court File No. CV-19-615 922-00CL


CO:t-v1MERCIAL LIST Proceeding commenced at TORONTO

ORDER

MINDEN GROSS LLP 145 King Street West, Suite 2200 Toronto ON M5H 4G2

Raymond M. Slattery (Lsuc #20479L)

416-369-4149 416-864-9223 fax [email protected] Kenneth L. Kallish (Lsuc #23093E)

416-369-4124 [email protected] 416-864-9223 fax


0 '·-]

G',

Appendix ''G''

REGISTRAR


IN BANKRUPTCY AND INSOLVENCY

07'7

District of Ontario Division No. 09 - Toronto

Court No. 31-208378-T Estate No. 31-208378-T

) ) )

TUESDAY THE 25TH DAY '

OF JUNE, 2019

IN THE MATTER OF THE BANKRUPTCY OF D.M. ROBICHAUD ASSOCIATES LTD.,

of the City of Oshawa, in the Province of Ontario

BANKRUPTCY ORDER

Upon the application of Royal Bank of Canada ("RBC"), a creditor, having an office in

the City of Toronto, in the Province of Ontario, issued on the 23rd day of May, 2019, and upon

reading the Application for Bankruptcy Order, the Affidavit of Verification of Nicholas

Wilhelm, sworn the 17th day of May, 2019, the Affidavit of Service of Daphne Porter sworn the

28th day of May, 2017 and the Consent of BDO Canada Limited ("BDO") dated the 8th day of

May, 2019 to act as trustee of the property of D.M. Robichaud Associates Ltd. (the "Debtor"),

and upon hearing submissions of counsel for RBC and such other parties as were present, and it

appearing to the Court that the following act of bankruptcy has been committed:

(a) the Debtor has ceased to meet its liabilities generally as they become due, in that

it has failed to pay its obligations to Royal Bank of Canada and to other creditors;

- 2 -C n ()

. I o

1. THIS COURT ORDERS that the Debtor be adjudged banlaupt, and a

banlauptcy order is hereby made against the Debtor on this date.

2. THIS COURT ORDERS that BDO, of the City of Toronto in the Province of

Ontario, be appointed as trustee of the estate of the banlaupt Debtor (in such capacity, the

"Trustee").

3. THIS COURT ORDERS that the Trustee give security in an amount to be fixed

by the Official Receiver pursuant to subsection 16(1) of the Banla·uptcy and Insolvency Act

(Canada).

4. THIS COURT ORDERS that the costs of the applicant RBC be paid out of the

assets of the estate of the banlaupt Debtor on taxation thereof.

DATED at Toronto this 25th day of June, 2019.

Registrar

Master J. Mills

TO:

TAKE NOTICE that you, ____ , being an officer of the bankrupt named herein, are required, pursuant to section 159 of the Bankruptcy and Insolvency Act, to attend at the office of the Official Receiver, at 25 St. Clair Avenue West, Toronto on _____ , 2019, at ____ [a.m.][p.m.] [o'clock in the ___ noon], there to answer such questions with respect to the conduct of the bankrupt corporation, the causes of its bankruptcy and the disposition of its property as may be put by the Official Receiver, and take notice that if you fail to present yourself for examination, the court may by warrant cause you to be apprehended and brought up for examination and may order you to be imprisoned for a term not exceeding three years.

DATED at Toronto this __ day of _, 2019.

Official Receiver

District of Ontario Division No. 09 - Toronto

Court No. 31-208378-T Estate No. 31-2083 78-T


IN BANKRUPTCY AND INSOLVENCY

IN THE MATTER OF THE BANKRUPTCY OF D.M. ROBICHAUD

ASSOCIATES LTD., of the City of Oshawa,

in the Province of Ontario

BANKRUPTCY ORDER

AIRD & BERLIS LLP

Barristers and Solicitors Suite 1800, Box 754

181 Bay Street Toronto, ON M5J 2T9

Tel: 416.863.1500 Fax: 416.865.1515

Sanjeev P.R. Mitra (LSO # 37934U) Email: [email protected]

Sam Babe (LSO # 49498B) Email: [email protected]

Lawyers for the Applicant, Royal Bank of Canada

0 '7 9

Appendix ''H''

0 (\ A,

D.M. Robichaud Associates Ltd. !_) u Summary of Supplier Claims Filed

Robichaud Project Company Related to Accepted/ Creditor Name Claim Amount Number Project Disallowance

Battlefield Equipment Rental.s $486.35 8553 City of Toronto

Battlefield Equipment Rentals $17,286.34 9113 Town of Lakeshorc

Battlefield Equipment Rentals $657.16 9036 Region of Durham

Battlefield Equipment Rentals $537.36 Unknown Unknown

Civica Infrastructure Inc. $38,533.00 8840 Kingston Utilities

Cos Shore Inc. $4,494.65 8553 City of Toronto

Dave Boyle Excavating Ltd. $605.98 8913 Ontario Power Generation

OJCR Construction Ltd. $10,568.89 8553 City of Toronto

Pave-Tar Construction Ltd. $27,910.88 8553 City of Toronto

Saertex Multicom LP U.S. $429,159.12 Multiple Multiple

Trisura Guarantee Insurance $122,541.31 8968 Halifax "\Nater Company (Saftcy First- SFC Ltd.)

Accepted Trisura Guarnntee Insurance

$144,029.27 8968 Halifax 'Water Company (CleanEarth) Accepted

Renmar Services Ltd. $2,562.25 Unknown Unknown Disallowed

ProKastro Meehatronik GmbH $1,810.20 Unknown Unknown Disallowed

Hathorn Corporation $4,12:3.34 Unknown Unknown Disallowed

Durham First. Aid Inc. $2,755.90 Unknown Unknown Disallowed

Trim Tech Interiors & Glass Inc. $3,859.23 Unknown Unknown Disallowed

Window Bars Ltd. $1,405.66 Unknown Unknown Disallowed

Bolair Fluio Handling Systems $4,774.73 Unknown Unknown Disallowed

$388,942.50

D.M. Robichaud Associates Ltd. Summary of Customer Claims Filed

Creditor Name

1425445 Ontario Ltd. o/a Utilities Kingston

Balterrc Contracting Ltd.

City of Toronto

City of Toronto

City of Toronto

City of Toronto

City of Toronto

Green Villa Homes (Cedar Ridge) Inc.

Green Villa Homes (Cedar Ridge) Inc.

Halifax Regional Water Commission

Medulla Waste and Reycling Corp.

Oxford Developments

R.M Belanger Limited

Roberl B. Somerville Co. Limited

Southland Mole of Canada Ltd.

The Corporation of the City of Markham

The Corporation of the City of Richmond Hill

The Corporation of the Town of Oakville

The Regional Municipality ofDurlrnm

Claim Amount

$10,073.95

$15,234.28

$2,294-46

$73,362.00

$18,105.00

$34,052.14

$10,113.50

$54,922,45

$24,646-43

$22,165.00

$25,822.97

$8,625.27

S362,856.56

$9,661.50

8166,343.28

$7,700.00

$72,353.36

S2,824.67

S6,177.73

S927,Q:3:.t•55

Robichaud Project Number

8840

8592

8,,41

79'75

7976

8553

8553

9094

9094

8968

9222

9136

9084

9139

8046

8798

8720

8814

9036

081

Customer Project Number

UK-14-17

Jackson .Meadows Subdivision Phase 1 & 2 and Lyons Gate

Phase :~ in Peterborough

16TIV-DO-311DCS

16T\N-OS-23-CWD

16TW-OS-24CWD

17ECS-LU-04TT

17ECS-LU-04TT

Cedar Ridge Subdivision, Sutton

Cedar Ridge Subdivision, Sutton

6-1642

9222

9136

17-03:1, Contract 1

Regent Park Phase 3

15 ECS-LU-oSTr

260-R--16

RFQ-49-15, RFQ-89-17

RFT-1-2018

Not specified

Appendix ''I''

1MINDEN GROSSL~ Memorandum

To: BDO CANADA LIMITED, in its capacity as trustee in bankruptcy ofD.M

Robichaud Associates Ltd ("Robichaud") - Attention: Brad Newton

From: Timothy R. Dunn *

Date: August 13, 2019

Matter No: 4114724

Re: Review of Purchase Money Security Interest Claims

You have asked that we provide a summary of our findings in connection with our review of various

purchase money security interest claims advanced by certain motor vehicle lessors.

Creation Of A Purchase-Money Security Interest ("PMSI")

As you are aware, subsection 33(2) of the Personal Property Security Act (Ontario) ("PPSA") sets out the

requirements for the creation of a PMSI in collateral other than inventory - which includes equipment.

Specifically, subsection 33(2) provides:

s.33(2) Purchase-money security interests other than inventory- Except where the collateral or its Proceeds

is inventory or its proceeds, a purchase-money security interest in collateral or its proceeds has priority

over any other security interest in the same collateral given by the same debtor if the purchase-money

security interest,

(a) in the case of collateral, other than an intangible, was perfected before or within 15 days after,

(i) the debtor obtained possession of the collateral as a debtor, or

(ii) a third party, at the request of the debtor, obtained or held possession of the collateral,

whichever is earlier ........ .

B. Review of the PMSI Claims

1. Humberview Group Leasing Inc. ("Humberview")

We reviewed a Master Vehicle Lease Agreement dated as of December 5, 2008 between Carrus

Investments Ltd. ("Carrus") and Robichaud (the "Master Lease"), a Transfer and Trnst Agreement

between Carrus and Humberview dated August 1, 2019, together with various Schedules describing motor

vehicles subsequently leased by Robichaud from Humberview pursuant to the Master Lease arrangements.

145 King Street West, Suite 2200, Toronto, ON, Canada. M5H 4G2.

Direct Dial 416-369-4335 Fax: 416-864-9223 E-Mail: [email protected] ,...,,-TIT MERITAS LAW FIRMS WORLDWIDE

-2-08

Specifically, we reviewed documentation provided by Humberview in support of its PMSI claims

respecting motor vehicles identified as Units 80001, 80022, 80045, 80109, 80110, 80118 and 80226.

With the exception of Units 80109 and 80226 (the "Accepted PMSI Units"), the criterion for a PMS!

were not met.

We engaged in numerous discussions with counsel for Humberview and by mutual agreement, we agreed

that Humberview would only be entitled to a PMSI for the Accepted PMSI Units.

2. TD Equipment Finance Canada ("TD")

We reviewed a Lease Agreement (Contract 24707) dated May 15, 2014 ("TD Lease") between TD and

Robichaud in connection with a 2014 Western Star truck and 2014 Vactor accession to the vehicle

( collectively, the "TD Leased Equipment"), together with a delivery and acceptance certificate and an

invoice from Joe Johnson Equipment Inc., supplier of the Vactor.

On our initial review, we were not satisfied that the registration of the PPSA financing statement was

effected within the statutory 15 day period after delivery. However, the timing of the delivery was clarified

by an Affidavit sworn on May 7, 2019, by Alane MacDonald, a senior manager of TD.

Accordingly, we are now satisfied that TD has a PMSI in the TD Leased Equipment.

3. Foss National Leasing Ltd. ("Foss")

We reviewed a Vehicle Master Lease Agreement made as of March 29, 2017, between Foss and Robichaud ("Foss Lease"), together with a delivery receipt which indicates that delivery was made on

April 11, 2017.

As a PPSA financing statement was not registered until May 2, 201 7, after the 15 day statutory period

required for a PMSI, we concluded that no PMSI was created in favour of Foss.

Please give me a call to discuss if you have any questions or concerns.

#3801248 vl 14114724

*PARTNER THROUGH PROFESSIONAL CORPORATION

Appendix '' J''

08 MINDEN GROSSLLP

VIA E-MAIL ([email protected]) AND VIA COURIER

BDO CANADA LIMITED 20 Wellington Street East Suite 500 Toronto, Ontario M5E IC5

Attention: Brad Newton

Dear Sirs:

MINDEN GROSS LLP BARRISTERS & SOLICITORS

145 KING STREET WEST, SUITE 2200 TORONTO, ON, CANADA MSH 4G2

TEL 416.362.3711 FAX 416.864.9223 www.mindengross.com

FILE NUMBER

May 28, 2019

Re: Security delivered by D.M. Robichaud Associates Ltd. (the "Company") to ROYAL BANK OF CANADA (the "Secured Party")

In accordance with your instructions, we have now completed our review of the Security (as hereinafter defined) delivered to the Secured Party in connection with credit facilities extended to the Company pursuant to a loan agreement dated July 8, 2016, and accepted by the Company on July 27, 2016, as amended from time to time, executed and delivered by the Company, as borrower, to and in favour of the Secured Party, as lender (collectively, the "Loan Agreement").

We confirm that pursuant to the Order of the Honourable Mr. Justice Hainey dated March 13, 2019, as amended by subsequent Orders made by Justice Hainey on March 15, 2019 and March 21, 2019, BD0 Canada Limited ("BDO") was appointed as Interim Receiver of the assets, properties and undertaking of the Company. We further confirm that by Order of the Honourable Mr. Justice Hainey dated May l, 2019, BDO was appointed as Receiver of the assets, properties and undertakings of the Company (the "Receiver").

By this letter, we wish to provide to you our opinion respecting the validity and enforceability of the security interests granted by the Company to and in favour of the Secured Party pursuant to the Security (as hereinafter defined) (the "Security Interests") to secure the indebtedness owing by the Company to the Secured Party under the Loan Agreement.

~

4113341

TIT MER!TAS LAW FIRMS WORU)WiDE

INDEN GROSS -2-

n oo ,.,

Our opinions, findings and conclusions are based upon and subject to the assumptions and specific qualifications as may be hereinafter expressed, including, but not limited to, those expressed in Article D of this letter.

A. SECURITY

In connection with this opinion, we have reviewed a photocopy of a General Security Agreement dated January 21, 2015, executed and delivered by the Company to and in favour of the Secured Party (the "Security").

B. SEARCHES

We have performed the usual searches, particulars of which are detailed below:

1. Corporate Search

Attached as Schedule "A" is a summary of the corporate searches conducted by our firm against the Company as at May 21, 2019. Such schedule indicates: (i) the proper legal name of the Company; (ii) the corporate status of the Company; (iii) the directors and officers of the Company; (iv) the registered office and mailing address of the Company; and (v) the date and jurisdiction of amalgamation of the Company.

2. Searches Pursuant to the Personal Property Security Act (Ontario) (the "PPSA")

We obtained a certified print-out pursuant to the provisions of the PPSA against the Company effective as at May 21, 2019. Attached as Schedule "B" is a summary of this print-out. The summary describes, among other things, the file currency date of the search, particulars of each registration and, in the columns marked "Collateral Description" and "Miscellaneous", we have noted any other information apparent from the financing statements and financing change statements registered.

The PPSA search indicates that a registration under the PPSA in respect of the Security Interests granted by the Company to the Secured Party to the Secured Party was made on December 27, 2001, under Reference File No. 879178311 as Registration No. 20011227 1818 1531 0811 (the "Registration"). The Registration is in respect of collateral classifications noted as "Inventory", "Equipment", "Accounts", "Motor Vehicles" and "Other" personal property of the Company and it is the first in time registration reflected in the PPSA enquiry response. There are numerous other registrations in favour of other parties reflected in the PPSA enquiry response, all of which are subsequent in time to the Registration.

'MINDEN GROSS LLP

C. OPINIONS

-3-

Based solely on the foregoing, and subject to the limitations and qualifications as set out in this letter, we are of the opinion that the Security Interests created by the Security delivered by the Company constitute legal, valid and binding obligations of the Company in favour of the Secured Party, enforceable by the Secured Party in accordance with its terms.

D. LIMITATIONS AND QUALIFICATIONS OF OPINION

The foregoing opinion is subject to the following limitations, qualifications, reservations and assumptions:

1. the foregoing opinion is confined to statements of fact or matters set forth herein as existing as of the date of this opinion letter;

2. in examining and reviewing the Security, we have assumed the genuineness of any signature and the conformity to the original of the document submitted to us as a photocopy or electronic copy and that the document was fully completed prior to signature;

3. we have relied upon certificates of public officers as to matters of fact not stated herein to have been assumed or independently verified or established by us;

4. we have assumed the completeness, accuracy and currency of the indexes and filing systems maintained at the public offices where we have searched or enquired or have caused such searches or enquiries to be conducted and that the results of our searches and enquiries continue to be complete, accurate and current as of the date hereof;

5. we have not been provided with the Minute Book, Records, or By-laws of the Company nor any documentation with respect thereto. Accordingly, we have assumed that the Company is a corporation duly amalgamated and organized and valid and subsisting under the laws of the Province of Ontario at the time that the Security was executed and that the Company had all necessary corporate power and authority to execute and deliver the Security;

6. we have assumed that the Security was executed and delivered in accordance with corporate authorizations current at the time of execution of same and the execution and delivery of the Security on behalf of the Company was authorized by all necessary resolutions and other corporate actions;

7. we have assumed that the Security was executed on the date indicated therein;

OB6

MINDEN GROSS I.LP

8. we have assumed that monies or other valuable consideration was advanced or given by the Secured Party to the Company and that monies are, in fact, still owing by the Company to the Secured Party with respect to such advances;

9. we have assumed that the Security Interests were intended by the Company and the Secured Party to attach and have attached in accordance with the provisions of the PPSA;

10. we have assumed that the Security was unconditionally delivered by the Company to the Secured Party;

11. we have assumed that the Security has not been assigned, released, discharged or otherwise impaired, either in whole or in part;

12. we have assumed that any financing statements and financing change statements registered respecting the Security were completed in compliance with the PPSA and the Regulations with respect thereto and copies thereof were delivered to the Company in accordance with the provisions of the PPSA;

13. we express no opinion as to right, title or interest of the Company in any personal property;

14. we have assumed that the Company does not have a legal defence for, without limitation, absence of legal capacity, fraud by or to the knowledge of the Secured Party, misrepresentation, undue influence or duress;

15. to the extent that the Bankruptcy and Insolvency Act (Canada) ("BIA") applies to the Security, and notwithstanding any other federal and/or provincial law, the rights of unpaid suppliers and their interest in certain goods supplied by them to a person prior to bankruptcy may rank ahead of the Security Interests in the goods supplied;

16. the binding effect and the enforceability of the Security Interests or any judgment arising out of or in connection therewith (and the priority of any rights arising thereunder) may be limited by any applicable bankruptcy, re-organization, winding up, insolvency, moratorium or other laws of general application affecting the enforcement of creditors' rights generally (including, without limitation, the Assignments and Preferences Act (Ontario), the Fraudulent Conveyances Act (Ontario) and the BIA), and is subject to general principles of equity, including the equitable or statutory powers of the Courts of Ontario and Canada to stay proceedings before them, to stay the execution of judgments and to grant relief against forfeiture;

no e..; {)

MINDEN GROSS LLl' - 5 -

17. no opinion is expressed with respect to the priority of the Security Interests as against any other security interests granted by the Company to other secured creditors (including, without limitation, purchase money security interests), liens (including, without limitation, construction liens and any holdbacks required to be maintained pursuant to the Construction Lien Act (Ontario)) or trust claims of any other creditors of the Company, and, in particular, to the existence or priority of any interest not registered or not required to be registered under any applicable legislation, whether or not referred to herein (e.g. Crown claims);

18. no opinion is expressed as to whether a security interest was created in the following property:

(a) property consisting of a receivable, license, approval, privilege, franchise, permit, lease or agreement to the extent that the terms of such property or any applicable law prohibit its assignment or require, as a condition of its assignability, a consent, approval or other authorization or registration which has not been made or given;

(b) permits, quotas or licenses which are or may be held by or issued to the Company; and

(c) federal crown debts.

19. no opinion is expressed regarding any provision in the Security which purports to relieve a person from a liability or duty otherwise owed or to require compliance regardless of law;

20. no opinion is expressed as to the effect of those provisions of the Security which purport to allow the severance of invalid, illegal or unenforceable provisions or restricting their effect;

21. enforcement of the rights to indemnity, contribution and waiver of contribution may be limited or voided by applicable law and may not be ordered by a court on grounds of public policy;

22. the enforceability of the Security is subject to the Limitations Act, 2002 (Ontario), and we express no opinion as to whether a court may find that any provision of the Security will be unenforceable as an attempt to vary or exclude a limitation period under that statute;

23. we express no opinion as to the enforceability of any provision of the Security:

(a) which purports to waive all defences which might be available to, or constitute a discharge of the liability of the Company;

n8 Q J u

MINDEN GROSSLLP

(b) to the extent it purports to exculpate, or provide indemnity to, the Secured Party, its agents or any receiver or receiver - manager appointed by it from liability in respect of acts or omissions which may be illegal, fraudulent or involve wilful misconduct; or

089

( c) which states that amendments or waivers of or with respect to the Security that are not in writing will not be effective;

24. to the extent that the Security purports to extend the benefit thereof to persons who are not parties to the Security, those persons may be unable to enforce that benefit;

25. we have made no searches under applicable statutes, including the Copyright Act (Canada), the Patent Act (Canada) and the Trade-marks Act (Canada), to confirm whether the Secured Party has made registrations that may be necessary to perfect its security interests, if any, in intellectual property of the Company;

26. we are qualified to practice law in the Province of Ontario only and, accordingly, express no opinion herein as to the laws of any jurisdiction other than the Province of Ontario and the laws of Canada applicable herein.

With respect to our assumptions referred to above, we would suggest that, at the very least, you: (i) satisfy yourself that all monies or other valuable consideration referred to in paragraph 8 above were actually advanced or given by the Secured Party to the Company; and (ii) satisfy yourself that the Company is still indebted to the Secured Party and the amount of such indebtedness.

E. MISCELLANEOUS

The opinions expressed herein are provided solely for the benefit of the Receiver and may not be used or relied upon by any other person in connection with this or any other matter.

We appreciate the opportunity to be of service to you with respect to this matter and would be pleased to answer any questions or address any concerns which you may have in relation thereto.

Yours truly,

MINDEN GROSS LLP Per:

~~M Ll,/1

Corporate Profile Report

(as of May 21, 2019)

Bankruptcy/Insolvency Searches

Bank Act Search (s.427)

Federal Court of Canada - Tax Liens

Sheriff Execution Search

PPSA

SCHEDULE "A" Corporate Search Summary

Corporate Name:

Former Corporate Name:

Current Business Name(s):

Expired Business Name(s):

Jurisdiction:

Date of Amalgamation:

Corporate Status:

Directors:

Officers:

D.M. Robichaud Associates Ltd.

NIA

NIA

NIA

Ontario

January 21, 2015 Amalgamated with: 2442426 Ontario Inc.; Gulfshore Investments Ltd.; Nodig Enterprises Inc.

Active

None listed

None listed

Superintendent of Bankruptcy (as of May 16, 2019) BIA Estate Number 31-458708 - Receivership of D.M. Robichaud Associates Ltd. Receiver: BDO Canada Limited

Superior Court ofJustice: Clear (as of April 19, 2019)

Clear (as of May 21, 2019)

Clear (as of May 21, 2019 with a currency date of May 17, 2019)

Clear (as of May 21, 2019)

See Attached

0 \:-:)

C)

Business Debtor:

SCHEDULE "B" Personal Property Security Act (Ontario)

Search Summary

File Currency Date:

D. M. Robichaud Associates Ltd. ("DMR")

May 20, 2019

Secured Secured Party Business File No. Registration No. Regist. Partv Address Debtor Period Quality 92 B Orchard DMR 750735351 201905011216 2758 6565 1 Collision Road (RSLA) East Inc. Ajax,ON

L1S 6L1

East End 3-1035 Brock DM 749298006 201903211419 1006 0637 1 Truck Centre Road South Robichaud (RSLA) Ltd. Pickering, ON Associates Ltd.

L1W3T7 The Royal Bank of Canada

Collateral Collateral Classification Description MVI 2015 Western

StarCNV

Complete with all present and future attachments, accessories, exchanges, replacement parts, repairs, additions and all proceeds thereof including insurance disbursements. 19-8230

MVI 2015 Western Star CNV Tank/Pump

Together with all present and

Misc.

Principal Amount: $4,362

See page 3 of updated PPSA search for VIN #


See page 8 of updated PPSA

(::::)

\..0

-2-

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Partv Address Debtor Period Classification Description

future search for VJN attachments #

East End 3-1035 Brock DM 749298141 20190321 1427 1006 0638 1 MV1 2015 Western Principal Truck Centre Road South Robichaud (RSLA) StarCNV Amount: Ltd. Pickering, ON Associates Ltd. Tank/Pump $4,789

L1W3T7 The Royal Bank Together with See page 9 of of Canada all present and updated PPSA


East End 3-1035 Brock DM 749298429 20190321 1432 1006 0639 1 MV1 2015 Western Principal Truck Centre Road South Robichaud (RSI.A) StarCNV Amount: Ltd. Pickering, ON Associates Ltd. Tank/Pump $5,600

L1W 3T7 The Royal Bank Together with See page 10 of of Canada all present and updated PPSA

future search for VIN attachments #

East End 3-1035 Brock DM 749298546 201903211438 1006 0640 1 MV1 2015 Western Principal Truck Centre Road South Robichaud (RSLA) Star CNV Amount: Ltd. Pickering, ON Associates Ltd. Tank/Pump $6,463

L1W3T7 The Royal Bank Together with See page 11 of of Canada all present and updated PPSA


East End 3-1035 Brock DM 749298681 2019032114471006 0641 1 MV1 2018 Hino HIN Principal Truck Centre Road South Robichaud (RSLA) Amount: $326 Ltd. Pickering, ON Associates Ltd. Together with

L1W3T7 all present and See page 12 of

C.J \.0 f',,)

-3-

Secured Secured Party Business File No. Registration No. Partv Address Debtor

The Royal Bank of Canada

East End 3-1035 Brock DM 749299086 20190321 1453 1006 0642 Truck Centre Road South Robichaud Ltd. Pickering, ON Associates Ltd.

L1W3T7

East End 3-1035 Brock DM 749301885 2019032115011006 0643 Truck Centre Road South Robichaud Ltd. Pickering, ON Associates Ltd.

L1W3T7 Foss National Leasing Ltd.


LlW 3T7


Regist. Collateral Collateral Period Classification Description

future attachments

1 MVl 2005 Hino HIN (RSI.A)

Together with all present and future attachments

1 MVl 2017 Ram 3500 (RSI.A)


1 MVI 2007 Hino HIN (RSI.A)


1 MVI 2006 Kenworth (RSI.A) CON

Misc.

updated PPSA search for VIN # Principal Amount: $2,259

See page 13 of updated PPSA search for VIN # Principal Amount: $1,238


See page 15 of updated PPSA search for VIN # Principal Amount: $183

C)

\.0

- 4 -


L1W 3T7 The Royal Bank of Canada


L1W3T7


L1W3T7

East End 3-1035 Brock DM 749214999 201903191453 1006 0620 Truck Centre Road South Robichaud Ltd. Pickering, ON Associates Ltd.

L1W3T7 The Royal Bank of Canada




1 MVI 1995 (RSLA) International

40STractor


1 :MVI 2011 Honda (RSLA) Ridgeline

Together with all present and future attachments.

1 MVI 2009 GMC (RSLA) C5500


1 MVI 2009GMC (RSLA) C5500

Misc.




See page 19 of updated PPSA search for VIN # Principal Amount:$149

C) '-.{)

~~~

- 5 -


LlW 3T7 The Royal Bank of Canada


L1W3T7


L1W 3T7


L1W3T7


L1W3T7



1 MVI 2007 Kenworth (RSU\.) T300


1 MVI 2011 Dodge (RSU\.) RAM3500


1 MVI 2004GMC (RSLA) T7500


1 MVI 2007 Kenworth (RSLA) T300

Together with

Misc.





C)

\_Q

en

-6-


all present and See page 24 of future updated PPSA attachments. search for VIN

# East End 3-1035 Brock DM 749218383 2019031916101006 0627 1 MVI 2006 Ford E- Principal Truck Centre Road South Robichaud (RSLA) 350 Amount: $406 Ltd. Pickering, ON Associates Ltd.

L1W3T7 Together with See page 25 of all present and updated PPSA future search for VIN attachments. #

East End 3-1035 Brock DM 749218662 20190319 16191006 0628 1 MVI 2006 Chevrolet Principal Truck Centre Road South Robichaud (RSLA) Silverado 3500 Amount: Ltd. Pickering, ON Associates Ltd. $1,124

L1W3T7 Together with all present and See page 26 of future updated PPSA attachments. search for VIN

# East End 3-1035 Brock DM 749218761 20190319 1627 1006 0629 1 MVI 2005 Principal Truck Centre Road South Robichaud (RSLA) Freightliner Amount: Ltd. Pickering, ON Associates Ltd. FM2 $1,105

L1W3T7

Together with See page 27 of all present and updated PPSA future search for VIN attachments. #

East End 3-1035 Brock DM 749219148 20190319 16381006 0630 1 MVI 2012 Chevrolet Principal Truck Centre Road South Robichaud (RSLA) Silverado 3500 Amount: $389 Ltd. Pickering, ON Associates Ltd.

0

"0

- 7 -


L1W 3T7


L1W3T7


L1W 3T7 Carrus Investments Ltd


L1W 3T7 Humberview Group Leasing Inc/ 340590 Ontario Ltd.




1 MVI 2012 Chevrolet (RSLA) Silverado 3500


1 MVI 2014 Chevrolet (RSLA) Express 3500


1 MVI 2015 Chevrolet (RSLA) Express


1 MVI 2009 (RSLA) International

4300

Misc.




See page 31 of updated PPSA

· search for VIN #


C)

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- 8 -


LlW 3T7


L1W3T7


LlW 3T7 'The Toronto Dominion Bank

Humberview 1900 Victoria DMR 749104227 201903141704 1462 5172 Group Park Ave. Leasing Inc. Tor.,ON

MlR 1T6

Regist. Collateral Collateral Period Classification Descriutio11


1 MVI 2017 Hino CIN (RSLA)


1 MVI 2014 Western (RSLA) Star CNV

Pumper/Tanker


1 CG,MVI 2014 Chevrolet Express 3500 155 WB

Misc.




Maturity Date: Mar. 31/20

See page 2 of PPSA search for VIN#

0 ~)

CJ

-9-

Secured Secured Party Business File No. Registration No. Partv Address Debtor Humberview 1900 Victoria DMR 747239607 20190102101214622737 Group Park Ave. Leasing Inc. Tor.,ON

M1R 1T6

Humberview 1900 Victoria DMR 747262611 20190102 1705 1462 3053 Group Park Ave. Leasing Inc. Tor.,ON

M1R 1T6

Humberview 1900 Victoria DMR 747262674 20190102 1705 1462 3059 Group Park Ave. Leasing Inc. Tor.,ON

MlR 1T6

Regist. Collateral Collateral Period Classification Description 1 CG,MVI 2014 Honda

Ridgeline Sport

1 CG,MVI 2015 GMC Yukon Denali

1 CG,MVI 2015 GMC Yukon Denali

Misc.

Principal Amount: $20440

Maturity Date: Dec. 31/19

See page 3 of PPSA search for VIN# Principal Amount: $51965


See page 4 of PPSA search for VIN# Principal Amount: $53480



C)

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Secured Secured Party Business File No. Party Address Debtor Ka! Tire A 1290 Hopkins DMR 747170451 Corporate St. Partnership Whitby,ON

L1N6A9

1540 Kalamalka Lake Rd. Vernon,BC V1T6V2

Ka! Tire A 1290 Hopkins DMR 747135171 Corporate St. Partnership Whltby,ON

L1N6A9

1540 Kalamalka Lake Rd. Vernon, BC V1T6V2

Ka!TireA 1290 Hopkins DMR 747018747 Corporate St. Partnership Whitby,ON

L1N6A9

1540 Kalamalka Lake Rd. Vernon, BC V1T6V2

747018747

- 10 -

Registration No. Regist. Collateral Collateral Period Classification Description

20181228 1216 1901 4082 1 MVI 2014 Western (RSLA) Star

20181227 1219 1901 3789 1 MVl 2009 Ford (RSLA) F150

20181220 13171902 6700 1 MVI 2015 Western (RSLA) Star

2019022116261465 2692

Misc.






See page 10 of PPSA search forVlN #

Discharge

----~ C) CJ

- 11 -

Secw:ed Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Party Address Debtor Period Classification Description Humberview 1900 Victoria DMR 746533368 201812041705 1462 5829 1 CG,MVI 2007 Principal Group Park Ave. Kenworth Amount: Leasing Inc. Tor.,ON T300 Cube $98105

M1R 1T6 w/Cutter Maturity Date: Nov. 30/19


Humberview 1900 Victoria DMR 746475588 20181203 17071462 5457 1 CG,MVI 2015 Principal Group Park Ave. Chevrolet Amount: Leasing Inc. Tor.,ON Corvette Z06 $115680

M1R 1T6 . Maturity Date: Nov. 30/19


746475588 20190409 1006 1462 3607 Discharge Kal Tire A 1290 Hopkins DMR 744371721 20181002 12481901 2908 1 MVI 2011 Ram Principal Corporate St. (RSLA) 3500 Amount: Partnership Whitby,ON $1041

L1N 6A9 See page 15 of

1540 Kalamalka PPSA search

Lake Rd. for VIN#

Vernon,BC

__ ,:,

CJ __ ,

- 12 -


V1T6V2 744271721 20190117 14251465 7913 Discharge

Kal Tire A 1290 Hopkins DMR 743713776 20180913 1348 1901 9083 1 MVI 2015 Western Principal Corporate St. (RSLA) Star Amount: Partnership Whitby,ON $2030

L1N6A9 See page 18 of


Lake Rd. for VIN#

Vernon,BC V1T6V2

743713776 2018011714241465 7911 Discharge Kal Tire A 1290 Hopkins DMR 743410026 20180905 1256 1902 2719 1 MVI 2015 Western Principal Corporate St. (RSLA) Star Amount: Partnership Whitby,ON $1240

L1N 6A9 See page 21 of


Lake Rd. for VIN#

Vemon,BC V1T6V2

743410026 201901171423 1465 7910 Discharge Humberview 1900 Victoria DMR 742684428 201808141707 1462 7627 4 CG,MVI 2019Volvo Principal Group Park Ave. XC60 Amount: Leasing Inc. Tor.,ON $51210

MlR 1T6 Maturity Date: Aug. 31/22

-~ "·-~

0

- 13 -


742684428 20190403141214621836 Royal Bank 300-5575 North DMR 742483809 20180808 1429 8077 7543 of Canada Service Rd.

Burlington, ON L7L6M1

Royal Bank 300-5575 North DMR 738916389 20180502 1639 8077 2458 of Canada Service Rd.

Burlington, ON L7L6Ml

738916389 20180515 1038 8077 3090

Trisura 333 Bay St. DMR 736491231 20180214 1705 1462 2575 Guarantee Ste. 1610 Insurance Box22 Company Tor.,ON

MSH2R2


3 E,O 2018 Cues Canada MH300-P Spider Scanner

Contract No 201000041951

5 E,O,MVI 2018 Hino 258UTruck

10 I,E,A,O,MVI

Misc.

See page 24 of PPSA search for VIN# Discharge See page 25 of PPSA search for Serial#


See pages 30-32ofPPSA search for further equipment details Amend VIN# - see page 38

-·-·~ C) C:-4

- 14-

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Party Address Debtor Period Classification Description Humberview 1900 Victoria DMR 735129999 2017122110071462 5752 3 CG,MVI 2018 Principal Group Park Ave. Chevrolet Amount: Leasing Inc. Tor.,ON Tahoe4x4 $98350

MlR 1T6 Premier Maturity Date: Jan. 31/21


735129999 201904031412 14621837 Discharge Royal Bank 300-5575 North DMR 727461891 201705091434 8077 3248 4 E,O Harben skid See page 41 of of Canada Service Rd. mount sewer PPSA search

Burlington, ON jetter model for Serial#

L7L6M1 HarbenHatz

Foss 801-125 DMR 727194213 20170502 1550 2677 0380 5 CG,MVI 2017 Dodge Principal National Commerce 3500ST4x4 Amount:

Leasing Ltd. Valley Dr. W. Crew CA $42459

Markham,ON L3T7W4 Maturity Date:

Apr. 30/22


727194213 20190513 10051462 9166 Discharge

Royal Bank 300-5575 North DMR 722065347 20161031 1636 8077 0286 4 E,O,MVI 2006 of Canada Service Rd. Kenworth

Burlington, ON T300Truck

~

C)

-~;:~

-15 -


L7L6M1

722065347 20161102 1045 8077 0456 Add motor vehicle description


Royal Bank 300-5575 North DMR 719571762 20160812 1438 8077 4559 4 E,O,Iv1VI 2010 Hino See page 53 of of Canada Service Rd. Truck 268 PPSA search

Burlington, ON for VIN# L7L6M1

180 Wellington St. W. 5th Fir. Tor.,ON M5J 1Jl

719571762 201611091438 80771013 Partial discharge


Royal Bank 300-5575 North DMR 719529102 20160811 1437 8077 4487 6 E,O 2016 IMS See page 59 of of Canada Service Rd. Cutterturbo PPSA search

Burlington, ON DN 200-400 for further L7L6M1 equipment

details

-,~ .. -~

C::)

- 16 -


180 Wellington St.W. 5th Fl. Tor.,ON

Humberview 1900 Victoria DMR 716872401 20160520 1403 1462 5844 4 CG,MVI 2016 Ford Principal Group Park Ave. Mustang GT Amount: Leasing Inc. Tor.,ON $79900

M1R 1T6 Maturity Date: May31/20


716872401 20190403 1412 14621838 Discharge Royal Bank 300-5575 North DMR 714149316 20160218 1633 8077 1178 6 E,O 2016 IMS See page 65 of of Canada Service Rd. Turbo Cutter PPSA search

Burlington, ON (x2) with Axial for Serial #s L7L6M1 Camera

Model#DN 200-400

Humberview 1900 Victoria DMR 713164374 201601071707 1462 9668 4 CG,l,E,MVI 2015 Principal Group Park Ave. Chevrolet Amount: Leasing Inc. Tor.,ON Express 2500 $40910

M1R 1T6 Maturity Date: May 21/19

See page 70 of

-··-~ c:::,

Secured Secured Party Business File No. Party Address Debtor

Royal Bank 300-5575 North DMR 707431779 of Canada Service Rd.






Humberview 1900 Victoria DMR 706167315 Group Park Ave. Leasing Inc. Tor.,ON

M1R 1T6

Royal&Sun 2225 Erin Mills DMR 704573406 Alliance Parkway, Ste. Insurance 1000 Covington OE Company of Miss.,ON Llmited Canada L5K2S9 Partnership

- 17 -

Registration No. Regist. Collateral Period Classification

20150624 1650 8077 4918 6 E.O,MVI

20150603 1631 8077 3227 10 I,E,A,O

20150603 1631 8077 3228 6 E,O,MVI

20150515 17061462 1524 4 CG,I,E,MVI

20150326 1705 1462 3070 5 0

Collateral Description

2009GMC Savana

Master Lease Agreement dated June 2, 2015

2006 International 4300

2015 GMC Savana 2500

Indemnity& Security Agreement executed on Jan 12, 2015

Misc.

PPSA search for VIN# See page 71 of PPSA search for VIN#



Maturity Date: May 31/19


C)

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Secured Secured Party Business Partv Address Debtor

Earl 95 North St. DMR Brousseau Brooklin, ON

L1M0C5

65 McLellan David Crt. Robichaud Courtice, ON

LlE 1Z9 BDC Capital 121 King St. W. 2442426 Inc. Ste. 1200 Ontario Inc.

Tor.,ON M5H3T9

Royal &Sun 2225 Erin :Mills DMR Alliance Parkway, Ste. Insurance 1000 Covington OE Company of Miss.,ON Limited Canada L5K2S9 Partnership

BDC Capital 121 King St. W. DMR Inc. Ste. 1200

Tor.,ON M5H3T9

Royal Bank 300-5575 North DMR

- 18 -

File No. Registration No. Regist. Period

703105272 20150121110911400113 5

703046736 20150119 1236 1590 8061 7

703046736 20150122 1443 1590 8395

703046736 20170920 1052 1590 2668 4 703024281 20150116 1402 1462 1555 5

702354519 20141215 14261590 6043 7

702354519 2017091417321590 2369 4 701959707 20141201 1030 8077 8797 10

Collateral Collateral Classification Description

I,E,A,O General Security Agreement

I,E,A,O,MVI

0 Indemnity & Security Agreement executed on January 12, 2015

I,E,A,O,MVI

l,E,A,O Master Lease

Misc.

Amend Debtor nametoDMR Renewal

Renewal

~.,,,.,. . .!::,

C)

C-.J

- 19 -

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Partv Address Debtor Period Classification Description of Canada Service Rd. Agreement

Burlington, ON dated L7L6M1 September 8,

2014 701959707 20150127 1014 6083 0944 Articles of

Amalgamation effective January 21, 2015

Royal Bank 36 York Mills DMR 701715843 20141120 1306 6083 9550 5 I,E,A,O,MVI of Canada Rd.

4th Fir. Tor.,ON M2P0A4

701715843 20150122 1155 6083 0860 Articles of Amalgamation effective January 21, 2015

Royal Bank 36 York Mills 2442426 701705906 201411201308 6083 9551 5 l,E,A,O,MVI of Canada Rd. Ontario Inc.

4th Fir. Tor.,ON M2P0A4

701705906 20150122 1157 6083 0861 Amend Debtor nametoDMR

Royal Bank 36 York Mills Nodig 701705933 20141120 1310 6083 9552 5 I,E,A,O,MVI of Canada Rd. Enterprises

4m 1'1r. Inc.

_,_.~ C)

- 20 -

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Party Address Debtor Period Classification Description

Tor.,ON M2P0A4

701705933 20150122 1158 6083 0862 Amend Debtor name toDMR

Royal Bank of 36 York Mills Gulf shore 701715987 20141120 1311 6083 9553 5 I,E,A,O,MVI Canada Rd. Investments

4m Flr. Ltd. Tor.,ON M2P0A4

701715987 20150122 1200 6083 0863 Amend Debtor nametoDMR

Ca11Us 207187 DRM 699850422 201409161148 6016 4063 5 CG,iv1VI 2006 Principal Investments Highway9 Wentworth Amount: Ltd Mono,ON CFGLets $118270

L9W 6J1 80109 Maturity Date:

Oct. 31/19

See page 110 ofPPSA search for VIN #

Royal Bank of 300-5575 North DMR 699676866 201409091632 8077 2311 6 E,O,MVI 2009 Mack See page 111 Canada Service Rd. VAC (x2) ofPPSA

Burlington, ON search for VIN

L7L6M1 #s

699676866 20149111032 8077 2411 Amend VIN#

See page 116

_,_,

- 21 -

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Partv Address Debtor Period Classification Description Royal Bank of 300-5575 North DMR 699300063 20140827 1442 8077 1521 7 E,O,MVl 2015 Western See page 117 Canada Service Rd. Star 4700 Cab of PPSA

Burlington, ON search for VlN L7L6M1 2014 Vactor #

2100 plus PD 699300063 20150127 1015 6083 0945 Articles of


Royal Bank of 300-5575 North DMR 699300072 20140827 1442 8077 1522 7 E,O,MVI 2015 Western See page 123 Canada Service Rd. Star 4700 Cab ofPPSA

Burlington, ON search for VIN L7L6M1 2014 Vactor #

2100 plus PD 699300072 201501271017 6083 0946 Articles of


Royal Bank of 300-5575 North DMR 699300081 20140827 1442 8077 1523 7 E.O,MVI 2015 Western See page 129 Canada Service Rd. Star 4700 Cab of PPSA

Burlington, ON search for VIN L7L6M1 2014 Vactor #

2100 plus PD 699300081 20150127 1019 6083 0947 Articles of


- ,,.,..::::. __ ,

- 22 -

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Partv Address Debtor Period Classification Description TD 2020 Winston DMR 696029589 2014050917041462 5903 6 E,O,MVI 2014 Western See page 136 Equipment Park Dr. Star4700 ofPPSA Finance Ste. 301 search for VIN Canada Inc. Oakville, ON 2014 Vactor # and Serial #

L6H6X7 2100 plus PD combination sewer cleaner

696029589 20160212 1404 1462 3689 Assigned to:

The Toronto-Dominion Bank

and to

TD Equipment Finance Canada,,A Division of The Toronto-Dominion Bank

2020 Winston Park Dr. Ste. 302 Oakville, ON L6H 6X7

RBCRoyal 1 Place Ville- DMR 692090172 2013112510341529 6187 5 I,E,A,O,MVI Bank of Marie, 2nd Fl

.... .::. -... -~

-23 -

Secured Secured Party Business File No. Registration No. Regist. Party Address Debtor Period Canada East Wing

Montreal, QC H3C3A9

692090172 201810191443 1530 1397 5 TD 2020 Winston DMR 687995622 20130621 1706 1462 3285 6 Equipment Park Dr. Finance Ste. 301 Canada Inc. Oakville, ON

L6H 6X7 68799622 20130705 1401 1462 7584

68799622 20160212 14041462 3688

Collateral Collateral Classification Description

E,O,MVI 2013 Kenworth T440

2013 Vactor 2112 plus PD combination sewer cleaner

Misc.

Renewal See page 142 of PPSA search for VIN #

Add General Collateral Description

See page143 of PPSA search for Serial# Assigned to:

The Toronto-Dominion Bank

and to

TD Equipment Finance Canada,,A Division of The Toronto-

-,-~ _.._ .. ~

. ••

- 24-

Secured Secured Party Business File No. Registration No. Regist. Collateral Partv Address Debtor Period Classification

Royal Bank of 180 Wellington DMR 613021536 20050301 1453 1530 7680 10 I,E,A,O,MVI Canada St. W.

5th Fir Tor.,ON MSJ 1J1

613021536 20050314 1947 1531 9127

613021536 20050329 1950 1531 1408

613021536 200606011943 1531 4405

Collateral DescriDtion

2000Volvo WG64 Chassis

2000Vactor 2115-J combination sewer cleaner 2005 Sterling Chassis c/w Vacter sewer cleaner 04-12V-9199

..,. . '

Misc.

Dominion Bank

2020 Winston Park Dr. Ste. 302 Oakville, ON L6H6X7

Add Collateral

See page 149 of PPSA search for VIN # and Serial #

Add Collateral

See pages 151-152ofPPSA search for VIN # and Serial # Partial Discharge

-""""'~

-~-,:;.

. ..

; l ~ t> jt II,

- 25 -

Secured Secured Party Business File No. Registration No. Regist. Collateral Collateral Misc. Partv Address Debtor Period Classification Descriotion

See page 153 ofPPSA search for motor vehicle description and VIN#

613021536 201007301454 6005 0140 Remove motor vehicle

See page 154 ofPPSA search for motor vehicle description and VIN#

613021536 20150226 1432 8077 5015 10 Renewal Royal Bank of 180 Wellington DMR 879178311 20011227 18181531 0811 5 I,E,A,O,MVI Canada St. W. (B.S.C)

3rd Flr Tor.,ON M5J 111

879178311 20061102 19311531 5857 5 Renewal 879178311 201110141946 1531 3300 5 Renewal 879178311 20161125144215302546 5 Renewal

*Collattr•J: CG .. Consumer Goods, J .. Inventory, E • Equipment, A-A(counts, O-Other, MVI - Motor Vehicle Included

-·-·~ --~ Cl

Appendix ''K''

SEP.18.2019 1:53PM rm 7581 P. 1

Canada Revenue Agency l♦I /l ,, Agence du Revenu clu Canad.i ! I

Fax Cover Sheet/Feuille de transmission per fax

Date: -Sept 17, 2019 S,ept 18 1 t:2..otC,

To/A.: BDO Canada Limited

Phone Number/No de telephone: 416-865-021 0 Fax Number/No de fax: 416-865-0904

Phone Number/No de telephone:

Fax Number/No de fax:

DANIELA PESIKAN Insolvency Collection$

Toronto Centre Tax Servicei, Office

( 416) 954-8243

(416)-954-6411

Number of pages transmitted including cover sheet/ Nombre de pages transtnises y compris la page couverture (s;

Remarks/Remarques:

Canada Revenue Agency 1 Front Street West, Toronto, ON M5J 2X6

SEP.18.2019 1:53PM

l♦I Canada Revenue Agency

Tax Centre Toronto ON M5J 2X6

BDO CANADA LIMXTED

Agence du revenu du Canada:

20 WELLINGTON ST. E., SUITE 500 TORONTO ON M5E 1C5

Dear Sir/Madam:

Re: D.M. ROBICHAUD ASSOCIATES LTD. of the City of Oshawa in the Province of Ontario Date of the bankruptcy: June 25, 2019

NO. 7581 P. 2

September 13, 2019

Please find enclosed our amended claim and supporting schedule in the above-noted insolvency event for the amount of $213,932.28.

Issue dividend payment directly to the Receiver General quoting the account number shown on the schedule.

Please send individual, corporate and payroll dividend :r;,ayments to:

Canada Revenue Agency PO BOX 3800 STN A Sudbury ON P3A OC3

Please send goods and services tax/harmonized sales tax (GST/HST) remittances1 including dividend payments to the applicial,le tax centre {shown on your client's GST/HST return).

If you need more information about this claim, such as ;;•. more detailed breakdown of the debt, please contact the undersigned at one of the telephone numbers provided in this letter.

Yours truly,

D. Pesikan (1213) Collections Officer-Insolvency

Enclosure(s)

Local: Fax: Website:

416-· )54-8243 416-~ 54-6411 ca.nae .a.ca/taxes

SEP.18.2019 1:54PM NO. 7581 P. 3 ATTACHMENT PAGE 1

Proof of Claim (Form 31) (Sections 50.1, 81.5, 81.6, subsections 65.2(4), 81.2(i), 81.3(8),

81.4 (8), 102 (2), 124 {2), 128 (1), and paragraphs 51,0) (e) and 66.14(b) of the Act)

Send all notices or correspondence regarding this claim to the following address;

Canada Revenue Agency Shawinigan-Sud National Verification and Collection Cer_tre Insolvency Intake Centre Collections Directorate 4695 Shawinigan-Sud Blvd. Shawinigan QC G9P SH9

Attention; D. Pesikan (1213)

In the matter of the bankruptcy of D.M. ROBICHAUD ASsoc:·ATES LTD. of the City of Oshawa in the l?rovince of Ontario, and tLe claim of Her Majesty the Queen in Right of Canada as represented by the Minister of National Revenue, creditor.

I, D. Pesikan (1213), of the City of Toronto in the PrOYince of Ontario, do hereby certify:

1. That I am a resource officer/complex case officer of the Canada Revenue Agency.

2. That I have knowledge of all the circumstances conner!ted with the claim referred to below.

3. That the debtor was, at the date of the bankruptcy l"l.t:mely the 25th day of June, 2 019, and still is, indebted to the -c::edi tor in the sum of $213,932.28, as specified in the statement 10:~ account attached and marked Schedule 11 A 11 , after deducting any counterclaims to which the debtor is entitled.

4. (X) UNSECURED CLAIM of $162,212.98. That in respect of this debt, I do not hold any assets of the debtor as securi t:_r.

(X) PROPERTY CLAlM of $51,719.30. That property holding a value equal to the debt enumera:ed in the Schedule 11 A11 was in possession of the debtor and still ·~emains in the possession of the debtor and (or) the trustee. The •~laimant hereby claims an interest in all assets of the debtor u, to the value of the property claim shown. The claimant is enti.:::led to demand from the trustee the return of the property.

SEP.18.2019 1:54PM rm 7581 P. 4 ATTACHMENT PAGE 2

5. That, to the best of my knowledge, the above-named creditor is not related to the. debtor within the meaning of section 4 of the Act, and has not dealt with the debtor in a non-arm's lLG·ngth manner.

6. That the following are the payments that I have rec~ived from, and the credits that I have allowed to the debtor withir) the three months immediately before the date of the initial bankn.ptcy event within the meaning of section 2 of the Act.

***NIL***

,1 1 I t

SEP.18.2019 1:54PM NO. 7581

ATTACHME~T PAGE 3

Schedule 11 A11

Name: D.M. ROBICHAUD ASSOCIATES LTD.

Income Tax Act {relating to payroll Account number:

deductions for non 891159436RP0002 April 2019 $14,219.26

deemed trust)

Assessed period(s): Principal: Penalty and interest:

Total:

Excise Tax Act Account number: Assessed period(s): Principal: Penalty and interest:

Total:

$ 6,109.3.9

$ 20,328.65

891159436RT0001 Feb 28, 2019 and Mar 13, 201S $138,397.86 $ 3,486.47

$141,884.33

Total Unsecured claim

Property claim

$162,212.98

Income Tax Act {relating to payroll Account number: Assessed period(s): Principal:

Total:

Total Property claim

deductions for deemed trust) 891159436RP0002 April 2019 $ 51,719.30

$ 51,719.30

$ 51,719.30

before me at the City of Toronto in the provinc1 of e 13th day of September, 2019.

P. 5

~c,c;.........._.. ··············· ........................ . Commissioner of Oaths Signature of Claimant

Appendix ''L''

"I rl 'I . LI I

DM Robichaud Associates Ltd. Summary of Unionized Worker Claims

Monthly Vacation Monthly Benefits Wage Claim Pension

Surname Given Name Hours Wages Pay (10%) Dues 3% Dues ($4. 52054/hr) Total ($5.30/hr) Total Claim Armstrong Cody B. 178.25 s 4,299.24 s 429.92 s 128.98 s 39.00 s 805.79 s 1,403.69 s 944.73 s 2,348.42 Brosseau WilliamG. 135.11 3,609.59 360.96 108.29 39.00 610.77 1,119.02 716.08 1,835.10 Bundy Robert K. 104.93 3,747.14 374.72 112.41 39.00 474.34 1,000.47 556.13 1,556.60 Cowan Shane 95.44 2,567.84 256.78 77.04 431.44 765.26 505.83 1,271.09 Dreslinski Paul D. 203.56 5,435.89 543.60 163.08 39.00 920.20 1,665.88 1,078.87 2,744.75 Duval Shawn P. 123.70 2,953.95 295.40 88.62 39.00 559.19 982.21 655.61 1,637.82 Ellis Jordan 271.00 8,923.81 892.39 267.72 39.00 1,225.07 2,424.18 1,436.30 3,860.48 Esplen GaryW. 176.26 5,134.56 513.46 154.04 39.00 796.79 1,503.29 934.18 2,437.47 Flowers Marc 132.65 3,557.11 355.71 106.71 39.00 599.65 1,101.07 703.05 1,804.12 Foot Michael T. 38.83 1,034.43 103.44 31.03 175.53 310.00 205.80 515.80 Gibson Mark D. 145.82 3,884.64 388.46 116.54 39.00 659.19 1,203.19 772.85 1,976.04 Graham Scott L. 170.61 4,074.17 407.42 122.23 39.00 771.25 1,339.90 904.23 2,244.13 Hester Jeff 189.00 4,718.69 471.87 170.98 39.00 854.38 1,536.23 1,001.70 2,537.93 Hibbs Jamie L. 153.25 4,086.17 408.62 122.59 39.00 692.77 1,262.98 812.23 2,075.21 Hurget Ryan 20.00 572.80 57.28 17.18 90.41 164.87 106.00 270.87 Hurget Shawn 35.65 1,102.27 110.23 33.07 161.16 304.46 188.95 493.41 Ingersoll Fank A. 201.26 5,773.29 577.33 173.20 39.00 909.80 1,699.33 1,066.68 2,766.01 Jessen Peter 174.82 5,110.29 511.03 153.31 39.00 790.28 1,493.62 926.55 2,420.17 Kehoe James A. 183.54 5,286.37 528.64 158.59 39.00 829.70 1,555.93 972. 76 2,528.69 Kraan Jordan M. 131.43 4,124.46 412.45 123.73 39.00 594.13 1,169.31 696.58 1,865.89 Love John D. 154.83 4,434.33 443.43 133.03 39.00 699.92 1,315.38 820.60 2,135.98 McEwen Derry J. 203.42 5,440.30 544.04 163.21 39.00 919.57 1,665.82 1,078.13 2,743.95 Miller Bret 148.79 3,987.08 398.72 119.61 39.00 672.61 1,229.94 788.59 2,018.53 Niesar Mack A. 165.42 4,444.37 444.44 133.33 39.00 747.79 1,364.56 876.73 2,241.29 Nugent Rodney J. 189.89 5,836.32 583.63 175.09 39.00 858.41 1,656.13 1,006.42 2,662.55 Ogden-Otis Tristan A. 132.83 3,461.91 346.19 103.86 39.00 600.46 1,089.51 704.00 1,793.51 Olsen Nicholas 211.49 6,151.03 615.11 184.53 39.00 956.05 1,794.69 1,120.90 2,915.59 Peck Philip R. 165.76 6,670.99 667.11 200.13 39.00 749.32 1,655.56 878.53 2,534.09 Prybich GeneG. 178.21 5,285.86 528.59 158.58 39.00 805.61 1,531.78 944.51 2,476.29 Reid Matthew 220.38 7,884.30 788.44 236.53 39.00 996.24 2,060.21 1,168.01 3,228.22 Roberts Tyler A. 152.54 4,214.70 421.46 126.44 39.00 689.56 1,276.46 808.46 2,084.92 Rooney Shane 88.04 2,345.39 234.54 70.36 39.00 397.99 741.89 466.61 1,208.50 Staples Christopher 205.03 6,089.88 608.98 182.70 39.00 926.85 1,757.53 1,086.66 2,844.19 Stafford Justin 169.61 4,937.40 493.75 148.12 39.00 766.73 1,447.60 898.93 2,346.53 Thorsteinson Jefferey 171.02 4,093.74 409.37 122.81 39.00 773.10 1,344.28 906.41 2,250.69 Topping Chad 159.84 4,262.54 426.24 127.88 39.00 722.56 1,315.68 847.15 2,162.83 Vanderende Chad 31.30 959.03 95.90 28.77 141.49 266.16 165.89 432.05 Wade Sean R. 202.14 7,765.13 776.52 232.95 39.00 913.78 1,962.25 1,071.34 3,033.59 Wallace Kevin 230.53 6,642.33 664.23 199.27 39.00 1,042.12 1,944.62 1,221.81 3,166.43 Whittaker Cameron 105.00 3,164.70 316.47 94.94 39.00 474.66 925.07 556.50 1,481.57

17,806.87 5,371.48 1,365.00 27,806.66 52,350.01 32,601.25 84,951.26

Dewdney Chris 241.68 528.00 769.68 769.68 $17,806.87 $5,613.16 $1,893.00 s 27,806.66 s 53,119.69 s 32,601.25 s 85,720.94

Appendix ''M''

District of: Ontario Division No. 09 - Toronto Court No. 31-2528886 Estate No. 31-2328886

In the Matter of the Receivership of

D.M. Robichaud Associates Ltd. of the City of Oshawa in the Province of Ontario

Interim Statement of Receipts and Disbursements For the period March 13, 2019 to September 17, 2019

Construction Lien General Account and Trust Account Total

Receipts Sales of assets enbloc Receivable collections HST collected Interim Receiver borrowing certificates Interest Miscellaneous refunds Cash in bank HST refund

Total receipts

Disbursements HST remitted Legal fees Receiver's fees and expenses Payroll - Union Payroll - Salary Union dues and benefits HST paid on disbursements Union pension Rent Source deductions Repairs and maintenance Sale process advertising Office benefits Utilities Worker's comp Travel and fuel Claims process advertising Security and lock changes Operating expenses Employee expenses Interest Courier Filing fees to OR

Total disbursements

Net receipts over disbursements

$

$

3,126,628.22 $ $ 3,126,628.22 2,216,S76.40 2,216,576.40

399,7S0.00 399,750.00 38,308.55 195,129.17 233,437.72 11,765.87 8,319.21 20,085.08

7,191.00 7,191.00 1,089.00 1,089.00

159.90 159.90

3,584,892.54 $ 2,420,024.78 $ 6,004,917.32

365,040.79 365,040.79 135,402.23 135,402.23 142,466.29 142,466.29

100,545.57 100,545.57 28,648.18 28,648.18

47,582.70 47,582.70 45,082.99 45,082.99

29,253.14 29,253.14 26,648.63 26,648.63 3,817.58 17,747.76 21,565.34

12,571.04 13.18 12,584.22 5,329.00 5,329.00 4,976.64 4,976.64 4,716.91 4,716.91

4,609.39 4,609.39 105.80 3,024.60 3,130.40

2,088.53 2,088.53 1,590.00 1,590.00

980.10 500.00 1,480.10 1,120.52 1,120.52

111.86 111.86 70.00 70.00

778,566.70 205,476.73 984,043.43

2,806,325.84 2,214,548.05 5,020,873.89

1) BDO Canada Limited ("BDO") was appointed as interim receiver of D.M. Robichaud Associates Ltd. (the "Company") on March 13, 2019. BDO was appointed as receiver (the "Receiver") of the Company on May 1, 2019.

2) The Company received $163,388.04 in receivable collections directly into its former RBC bank account.

Appendix ''N''



(IN BANKRUPTCY AND INSOLVENCY) COMMERCIAL LIST

IN THE MATTER OF THE RECEIVERSHIP OF


of the

City of Oshawa,

in the Province of Ontario

AFFIDAVIT OF BRAD NEWTON

(sworn September 23, 2019)

I, BRAD NEWTON, of the Town of Beamsville in the Province of Ontario,

MAKE OATH AND SAY:

1. I am a Senior Vice President of BDO Canada Limited ("BDO"), Court

appointed receiver of D.M. Robichaud Associates Ltd. ("DMR"), and as

such have knowledge of the matters hereinafter deposed.

2. On March 13, 2019, BDO was appointed as Interim Receiver of DMR and

subsequently as Receiver on May 1, 2019 pursuant to orders of the

Honourable Mr. Justice Hainey.

3. I confirm the amount of $180,572.64 accurately reflects the time charges,

fees and disbursements inclusive of applicable taxes incurred by BDO in

its capacities as Interim Receiver and Receiver from March 13, 2019 to

August 31, 2019. Attached hereto, as Exhibit "A", Exhibit "B", Exhibit

"C" and Exhibit "D", are true copies of the accounts rendered for the

above period by BDO in its capacities as Interim Receiver and Receiver.

-2-

4. I consider the amounts disclosed for BDO's fees and expenses to be fair

and reasonable considering the circumstances connected with this

administration.

SWORN before me at the City of Hamilton in the Province of Ontario on this 23rd day of September, 2019

Commissioner for Taking Affidavits

Nicole Marie Ormond, a Commissioner, etc., Province of Ontario, for BOO Canada Limited. Expires August 21, 2021.

) ) ) ) ) ) )

BRAD NEWTON

Attached is Exhibit "A"

Referred to in the


Sworn before me

September 2019

(

Commissioner for taking Affidavits, etc

Nicole Marie Onnood, a Commissionaf, etc., Province of Ontario, for BOO Canada Limited. Expires August 21, 2021.

D. M. Robichaud Associates Ltd. C/O BOO Canada Limited 20 Wellington Street, Suite 500 Toronto, Ontario M5E 1C5

Attention: Brad Newton

Date

15 May 2019

Tel: 416 865 0210 Fax: 416 865 0904 www.bdo.ca

RE: D. M. ROBICHAUD ASSOCIATES LTD.

BDO Canada Limited 20 Wellington Street E, Suite 500 Toronto ON M5E 1C5 Canada

Invoice

#CINV - TBD

TO OUR FEE FOR PROFESSIONAL SERVICES rendered from 12 March 2019 to 30 April 2019 in connection with our Interim Receivership Engagement of the above-noted, as described below.

Our Fee $ 95,840.50 Disbursements Travel / Mileage I Parking 1,528.84 Couriers 19.20 1,548.04

97,388.54 HST - 13.00% (#R101518124) 12,660.51 TOTAL $ 110,049.05

Less: Credit from previous invoice

Hours Rate Amount J. Parisi, Partner 4.70 450.00 2,115.00 S. Cherniak, Partner 0.40 450.00 180.00 B. Newton, Senior Manager 117.40 410.00 48,134.00 A. Consoli, Senior Manager 1.40 410.00 574.00 S. Sharma, Senior Manager 1.00 300.00 300.00 S. Burrows, Manager 20.30 325.00 6,597.50 K. Hickling, Administrator 152.10 200.00 30,420.00 T. Montesano, Administrator 12.70 200.00 2,540.00 F. Laliji, Jr. Analyst 4.00 250.00 1,000.00 A. Janusas, IT 2.00 200.00 400.00 V. Gupta, IT 2.00 200.00 400.00 B. Chiasson, Administrative 2.80 150.00 420.00 C. Casco, Administrative 0.20 150.00 30.00 L. Dula, Bookkeeper 15.60 175.00 2,730.00

Total 336.60 $ 95,840.50

BOO Canada limited is an affiliate of BOO Canada LLP. BOO Canada LLP, a Canadian limited liability partnership. is a member of BOO International Limited. a UK company limited by guarantee, and forms part of the international BOO network of independent member firms.

Date Professional

12-Mar-19 Kim Hickling

15-Mar-19 Bridget Chiasson

18-Mar-19 Brad Newton

18-Mar-19 Farhaz Lalji

18-Mar-19 Josie Parisi

18-Mar-19 Kim Hickling

✓; 2 7

Description Hrs.

Provide quotes re locksmith in area, fields or storage. 0.2

Setup client in workday. 0.5

Ongoing review of costs to complete, status of projects, AR 8.0 versus potential liens, sales process and communications with potential purchasers, prep of court reports, discussions with counsels re potential disbursements and funding for same, review of company expenditures, leases.

Creating buyers list. 3.0

Review receiver's report and provide comments. 0. 7

Attend at Robichaud; tour facility with S. Burrows and staff; 1.0 obtain set of keys/codes for site visits; review protocols PO's issued and payment issued to date; WEPPA and monitoring system.

18-Mar-19 Stephanie Burrowes Attend at Robichaud; meet with Alarm rep to delete codes and 6.2 add codes; attend to updating AIR spreadsheet; gather employee salary and vacation information from employees and begin WEPPA spreadsheet; tour facility with K. Hickling and relinquish set of keys for site visits; summarize PO's issued and payment issued to date.

18-Mar-19 Tony Montesano Review NDA's received; add to the listing of potential 1.0 purchasers; send access to client portal to P. Herzog at Michels; J. Brule; S. Michilov.

19-Mar-19 Angelo Consoli Review Draft APA, provide and discuss comments; revisions 1.0 and circulate to counsel;

19-Mar-19 Brad Newton Ongoing review of expenditures, AR and bonds, liens, receiver 4.4 order, respond to Barrie counsel, future costs, review of draft APA, emails with potential purchasers and auctioneers on review of assets and data room access, status of projects, discussions and emails with appraiser on valuation of assets, emails and discussions re alleged worker injury.

19-Mar-19 Farhaz Lalji Creating buyers list. 1.0

2

Date Professional Description Hrs.

19-Mar-19 Kim Hickling Attend to matters with alleged work place injury of staff; 9.0 ongoing review of expenditures, AR, purchase order request, communications with Ryan and B. Newton re bonds, liens, receiver order, future costs, status of projects; review issues with 3 late trucks and closing shop.

19-Mar-19 Stephanie Burrowes Attend to Earl being at location; spoke with Ryan regarding 1.4 same and work he is supposedly doing with respect to warranty issues; email to Sia regarding yard to store equipment; follow up regarding payments in RBC account. Bond information spreadsheet; invite several people to client portal and communicate with same; upload documents to secure site.

19-Mar-19 Sunil Sharma Discussions internally with team about project/required ask, 1.0 reviewing and understanding the Company, researching potential buyers, reviewing final buyers list and communicating internally.

19-Mar-19 Tony Montesano Correspond with B. Newton; send Teaser and Sales Process 1.0 Procedure to various potential purchasers' provide access to client portal; update contact spreadsheet.

20-Mar-19 Brad Newton Finalize 2nd report and appendices and send to counsel; 3.2 numerous emails with counsels re receiver order; questions on payments of expenses and pre-lR invoicing; discuss staffing after current week; discussions with potential purchaser re imminent offer and adjustments to APA; discussions with auctioneers re review of assets.

20-Mar-19 Kim Hickling Attend at Robichaud; review and attend to matters 9.0 surrounding alleged workplace injury review further video footage, attend to staff absence and assess impact to projects if any, project status; purchase orders, equipment stats for appraiser; review potential issues with creditors and need to purchase replacement part, and payment and timeline for recent work, review with staff and Brad re same; attend to fuel/waste and water matter for on-going jobs, site and trucks; attend to late trucks and secure property.

20-Mar-19 Stephanie Burrowes Update PO Summary spreadsheet; attend to inviting potential 0.4 purchasers to client portal; attend to uploading of documents to external site; left message for interested purchaser; left message for Sia regarding yard to store items if necessary.

3


20-Mar-19 Tony Montesano Update contact list; provide access to the Client Portal to 0.3 potential purchasers; correspond with various potential purchasers.

20-Mar-19 Tony Montesano Address question from J. Sugar regarding sales process and 0.1 arranging to view assets.

21-Mar-19 Brad Newton Attend at court on motion for appointment of receiver and 7.0 various discussions and negotiations with counsel re same; review of draft IR amending order and endorsement; numerous emails and discussions re payroll to be paid tomorrow, expenses for maintaining operations; various emails and discussions with potential purchasers on supplying offers.

21-Mar-19 Kim Hickling Further discussion re AR invoices, union and workplace injury 4.0 reporting, unsecured creditors, waste/water and fuel issues; attend to site after-hours to confirm return of late trucks and securing property.

21-Mar-19 Stephanie Burrowes Returned Sewer Technologies call; returned Canam's call and 3.4 discussed moving equipment if necessary; discussion regarding more water needed for RH project; discussions with K. Hickling regarding employee status and water issue for RH project; attend meeting with employees re status of company and extension of interim receivership; conference call with 8. Newton regarding plan of action for Friday and Monday regarding staffing and jobs.

21-Mar-19 Lourdes Dula Provided via email banking information of the account. 0.2

22-Mar-19 Brad Newton Emails and discussions with potential purchasers; emails and 5.5 review draft agreement from Capital Sewer and emails with RBC re same; discussions with employees re status of Richmond Hill projects and return of all equipment; determine current employees on Richmond Hill jobs for termination notice; follow up on gathering of back up for outstanding invoicing; review of equity in leased assets; obtain passwords and review computer information for COO as it was his last day and that of the main project manager; emails and discussions with GFL re continuing services.

22-Mar-19 Kim Hickling Attend to AIR back up, PO's re equipment and supplies to 1.0 complete the jobs at hand.

22-Mar-19 Stephanie Burrowes Update PO spreadsheet; spoke with Ron from Humberview re 0. 3 leases; provide access to client portal.

4

,, ,· n ' ' \.J


22-Mar-19 Tony Montesano E-mail copy of Teaser and Bid Process procedure to 8. Powell; 0.2 provide access to Client Portal; update and send contact list to 8. Newton.

22-Mar-19 Lourdes Dula Entered, posted and processed deposit. 0.2

23-Mar-19 Brad Newton Calls to lay off employees on the Richmond Hill Block work 1.5 project; email to Union rep re layoffs; call to equipment manager re layoffs so he knows not to release equipment Monday.

25-Mar-19 Brad Newton Review of appraisal on equipment and update RSC re value of 8.0 same; emails re offer from Capital Sewer; review of additional field work required for deficiencies on projects and arranging for crews to complete same; termination of office staff; review of potential WEPP claims and information still outstanding for same; review of costs expected for the week; emails with auctioneers to review equipment; ongoing discussion with staff to set up AP and AR files by project and information required for same; discussions with counsel and staff re collections of accounts without any lien claims and potential use of collection agent; arrange for dumpsters for clean-up of premises.

25-Mar-19 Kim Hickling Coordinate records, organization and boxing of same for 2.0 removal from site.

25-Mar-19 Stephanie Burrowes Emails to arrange equipment viewings; update PO 0. 9 spreadsheet; emails to arrange payments of IR expenses; update regarding information needed for WEPP; attend to NDAs; attend to portal registrations; response to Humberview.

25-Mar-19 Lourdes Dula Entered, posted and processed cheque. 0.2

26-Mar-19 Brad Newton Numerous emails and discussions with Capital Infrastructure 5.6 on potential purchase of equipment and related discussions with RBC and receiver and purchaser counsel on sale and draft APA; emails and discussions re potential projects that could be liened by receiver; discussions and emails with K Hickling re operations, payroll, vacation pay, equipment reviews by potential purchasers; drafting of employee termination letters and review with counsel.

26-Mar-19 Kim Hickling Attend to site visits and walkthroughs with 2 potential bidders; 9.0 attend to PO's, payroll review and payment issue and employee concerns and WEPPA; Review job status.

5


26-Mar-19 Tony Montesano Draft letter to WSIB, request to open account under name of 0.8 Receiver; prepare letter to CRA; request to open RT0002 account; prepare RC59 consent form; fax copy of same to CRA; scan photos of trucks in inventory to potential purchasers.

26-Mar-19 Lourdes Dula Posted and processed cheque. 0.2

27-Mar-19 Brad Newton Review of draft APA on equipment sale and provide edits to 4.4 counsel; emails and discussions re purchaser's review of equipment; emails and discussions re vacation pay and current payroll, completion of current projects, return of vehicle from employee, obtaining and reviewing insurance for possible refunds, collecting ownerships and keys to vehicles, other potential terminations if equipment is sold; drafting of 3rd report on sale of equipment; follow up on DMR IP that could be sold to purchaser; emails and discussions with equipment suppliers re potential sale of equipment.

27-Mar-19 Kim Hickling Walkthroughs with 2 potential bidders, attend to matters with 9.0 paralegal re DM Robichaud tickets and on-going litigation with former employee; call with Sewer Tech, call with CIG on status of equipment, review matters with equipment rentals and returns of equipment; attend to AIR and A/P documentation and invoicing matters and vacation pay outstanding.

27-Mar-19 Stephanie Burrowes Update PO summary; email IT to upload documents to 0.2 extranet.

27-Mar-19 Tony Montesano Provide access to client portal; update contact list. 0.2

28-Mar-19 Brad Newton Various emails and discussions re finalizing sale documents 2.4 with Capital Infrastructure; emails and discussions re final vacation pay calculations and final payroll calculations and release of final amounts; emails with supplier re questions on payment; drafting of 3rd report; review of payments through company's account.

28-Mar-19 Kim Hickling Attend to updating of security codes for terminated 8.0 employees. Walk-throughs with bidders, attend to employee matters re return of company assets, phones ipads, laptops, by staff; direct former employee to union rep re outstanding litigation, A/R invoicing and records and job status for RH project.

6

/I 7 n ( ~} t:


28-Mar-19 Stephanie Burrowes Provide access to prospective purchasers to data room; email 0.3 with C. Madill, lawyer, regarding Clean Earth Technologies, creditor of Robichaud; discussions regarding vacation pay calculations and WEPP.

28-Mar-19 Tony Montesano Correspond with J. Chouinard Clean Water Works Inc.; provide 0.1 access to Client Portal.

29-Mar-19 Angelo Consoli Correspondence to CRA re request for deemed trust audit. 0.1

29-Mar-19 Brad Newton Numerous calls, emails and discussions re outstanding payroll; 8.0 completion of sale of equipment to Capital Infrastructure; completion of prep of 3rd IR report on sale of assets; status of return of assets from employees; follow up with Richmond Hill counsel on payment for payroll; conference call with IR counsel and counsel for Halifax project creditor.

29-Mar-19 Kim Hickling Employee payroll and banking matters, attend to status of 9.0 employee, returns of cell phones, ipads, review matters pertaining to 407 and vehicle keys; call with landlord and realtor on site tours; attend to matters with security cameras and potential buyer walk-throughs.

29-Mar-19 Stephanie Burrowes Discussions with IT regarding uploading documents to creditor 0.6 site; follow up with CRA to set up trust exam; emails with Humberview re vehicle leases; emailed collection agents for quotes on collecting AIR; Calls from employees re o/s payroll.

29-Mar-19 Tony Montesano Provide access to Client Portal; update contact list; contact 0.2 A. Brautlacht Globe & Mail request copy of tear sheet for sale process ad; scan copy of same to B. Newton.

29-Mar-19 Lourdes Dula Per Trustee's request, sent via email banking information. 0.2

1-Apr-19 Angelo Consoli Follow up with CRA and letter/facsimile to confirm request 0.2 for trust exam.

1-Apr-19 Brad Newton Review of receiver payments to date and additional funding 3.0 required; various emails and discussions re funding for payroll from Bank and payment of invoicing from Richmond Hill; additional changes to the security access codes for building; review edits to 3rd report from counsel and finalize 3rd report and related appendices; Humberview leases review; emails with City of Markham re outstanding receivable and alleged warranty claims; review of notice from Saertex.

7

Date

1-Apr-19

1-Apr-19

1-Apr-19

2-Apr-19

2-Apr-19

2-Apr-19

3-Apr-19

3-Apr-19

3-Apr-19

Professional Description Hrs.

Kim Hickling Discussion with employees re status of ongoing work required 3.0 by IR, potential bidders, call to Rental Company re forklift pick up.

Stephanie Burrowes Attend to WEPPA information; discussions with security 0.2 company re changing alarm codes.

Lourdes Dula Telephone discussion with bank re incoming wire. 0.4

Brad Newton Calls with RBC and their counsel re funding of the receivership 3. 9 for payroll; various emails and discussions with Town of Richmond Hill and their counsel re payment of outstanding AR; numerous emails and discussions with union and their counsel re arranging payment of payroll and completion of payroll cheques; various emails and discussions re deposit on sale of equipment; payroll cheque completion and send to union and Oshawa office.

Kim Hickling Review of security cameras re union employees on site, 3.0 discussion with real tor re site visit and union workers, ongoing staff inquiries re pay, creditor inquires and communications with B. Newton re status of payroll.

Lourdes Dula Telephone discussions with bank to see if incoming wire is 5.2 already in the account; entered various payroll entries and processed cheques; telephone discussion and emailed debit and credit advices to RBC contact.

Brad Newton Emails with union re delivery of pay cheques to employees; 3.3 numerous emails re deposit for sale of equipment; emails with potential equipment purchasers; emails and discussions with Town of Richmond Hill re non-payment of invoices and reasons for same; drafting of term and task letter for employees for use after termination; emails and discussions re expenses incurred by receiver and amount of petty cash; emails re purchaser's need to review equipment to ensure ongoing operation of same; review of first draft of current week payroll; review of case law on point of priority of receiver fees.

Kim Hickling Payroll distribution to office staff, review asset returns to 5.0 rental CO's, meet with Alarm company and landlord re realtor access; meet with purchaser and attend to asset walkthrough, communications with B. Newton re status of equipment sale.

Stephanie Burrowes Telephone call with Tina from Upper Canada. 0.1

8

Date

4-Apr-19

4-Apr-19

4-Apr-19

4-Apr-19

4-Apr-19

5-Apr-19

5-Apr-19

5-Apr-19

Professional Description Hrs.

Brad Newton Finalize current week payroll and arrange for payment of same 3. 9 and delivery of union cheques to union office; confirm receipt of equipment deposit and finalize report; termination of D Parrinder; review edits to term and task letter; discussions with equipment purchaser re setting up timing to prepare equipment for removal; review docs on rental of forklift for return of same; discussions re return of Cintas assets; emails with counsel for Richmond Hill re bonds and reasons for nonpayment and discuss with receiver counsel; follow up with agent for City of Toronto re settlement payments.

Kim Hickling Walk-through with purchaser on review of assets, issues with 5.0 water in back bay, and discuss with landlord; ongoing records review and prep for removal.

Stephanie Burrowes Forward Richmond Hill contracts to legal counsel; attend to 0.2 correction on employee payroll cheques.

Tony Montesano Draft e-mail to potential purchasers advise of sale of assets; 0.5 address and respond to questions and inquiries from potential purchasers on sale of assets.

Lourdes Dula Entered various cheques per email instructions. 1.5

Brad Newton Review of premises with landlord and Dean Parinder re: resin 5.3 spill and related discussions and dealing with clean up company to have spill cleaned; meeting with remaining staff to discuss all remaining tasks to be completed and check on status of final invoicing, estimates for final payroll amounts, year-end and stub period financials, split of invoicing between pre and post IR appointment for HST purposes, final ROEs and T 4s, review union amounts for March 2019; emails with counsel for Richmond Hill re payment of payroll and union amounts; review and finalize employee contracts post termination and discuss same with employees; discuss review of leases by counsel and potential PMSI issues for lessors.

Stephanie Burrowes Discussion with landlord and research hazardous spills clean 0. 9 up companies and telephone discussions with same; returned Jerry from Sewer Tech's call re sale of assets; look into information pertaining to Richmond Hill job for legal counsel.

Tony Montesano Prepare deposit; scan copy of cheque received from Medulla 0.1 Waste to Brad Newton.

9


5-Apr-19 Lourdes Dula Telephone discussions with bank to confirm a deposit; 0.8 received confirmation and emailed advised the trustee; entered, posted the direct deposit entry.

8-Apr-19 Brad Newton Obtain info on projects that could be liened and send to 1.0 counsel; review correspondence from Trisura counsel; email from counsel for Electro Scan and related emails to CIG; WSIB account for IR.

8-Apr-19 Kim Hickling Discussion with remammg staff re records, purchaser and 4.0 landlord/realtors walk-through; updating of alarm codes re terminated employees.

8-Apr-19 Lourdes Dula Entered, posted entry and processed deposit; entered, posted 0.4 entries and processed cheque.

9-Apr-19 Brad Newton Prep of AR analysis and priority payables; review of 2.0 correspondence from Trisura counsel and discuss with receiver counsel; review of receipts; payment of rent for 1 /2 month; status of review of leases of vehicles; payroll preparation.

9-Apr-19 Kim Hickling Walkthrough with realtor, and purchaser. Review boxing of 5.0 records and back up of computer info for AR and potential trust/liens claims with staff.

9-Apr-19 Stephanie Burrowes IR expenses and cheque requisition; letter for cheque. 0.2

9-Apr-19 Tony Montesano Sort through mail; correspond with potential purchasers 0.5 respond to questions and inquires on sale of assets.

9-Apr-19 Lourdes Dula Entered, posted entry and processed deposit; prepared 1.2 cheque requisitions and entered; posted various entries and processed various cheques.

10-Apr-19 Brad Newton Complete AR analysis and priority payables analysis; call with 1.0 counsel re items to include in report for Apr 24 court attendance and discuss AR analysis; calls and emails with counsel for Electro Scan re licensing.

10-Apr-19 Kim Hickling Ongoing issues with water in back bay; coordinating mailing 4.0 T4's to date, government filings, final invoicing and backup information for AR and potential construction lien and trust claims.

10-Apr-19 Stephanie Burrowes Telephone call with WSIB regarding setting up account for the 0.6 interim receiver; emailed WSIB as well; review spill report from environmental cleanup and respond.

10

Date Professional

1 0-Apr-19 Tony Montesano

10-Apr-19 Lourdes Dula

11-Apr-19 Brad Newton

11-Apr-19 Josie Parisi

11-Apr-19 Kim Hickling

11-Apr-19 LourdesDula



12-Apr-19 Lourdes Dula




'l 7 b,~ ,,_J

Description Hrs.

Prepare payment of IR expenditure. 0.2

Entered, posted entries and processed deposit and cheque. 0.4

Various emails and discussions re Electro Scan license; emails 4.3 re timing of closing of sale with CIG and timing of purchaser vacating premises; meetings with staff re status of completing tasks for AR backup, final accounting and employee documents; discussions with staff re staying into next week and their refusal and related termination letters; review of comments from customers on emails of invoices; emails re cutter for repairs in US; discussions with counsels re funding for union benefits payment under receiver certificate; review of correspondence from counsel for Trisura.

Sign IR expenditure cheques. 0.2

Attend to site to witness sale documents; copy records on USB 1.0 key.

Bank reconciliation. 0.1

Review counsel's edits to draft report; review counsel's letter 1.0 to Electro and discuss same with T Dunn and email with purchaser re same; emails with counsel re change of company name after sale approval.

Coordinating final mailing of T4's, government filings, final 4.0 invoicing and backup information for AR and potential construction lien and trust claims.

Entered, posted entries and processed cheques. 0.4

Follow up with counsel re issues with lessors' PPSAs; follow up 0. 7 with US supplier re machine in for repairs; email re cancelling all employee security codes to leased premises; provide outstanding info to 5. Burrowes for WEPP schedules.

Emails with counsel re leased equipment; update purchaser on 0.8 results of court attendance and recall notice on vehicle; WSIB account for receiver; drafting of court report.

Review final payroll and ROE; check status of server backup 4. 9 and walk-through and security cameras to review status of assets and property.

11

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15-Apr-19 Stephanie Burrowes Contact locksmith to arrange attendance to delete alarm 0.8 codes; telephone call with WSIB following up on status of new account.

15-Apr-19 Tony Montesano Contact Enbridge Gas utilities to advise of Interim 2.5 receivership; request to open account in the name of Receiver; update PO listing; contact S. Burrowes regarding copy of invoices paid; review and pay invoices; discussion with B. Newton regarding the above.

15-Apr-19 Lourdes Dula Counted cash; entered, posted entries and processed 0.6 deposits.

16-Apr-19 Brad Newton Drafting of court report and related schedules; emails and 2.8 discussions with S Burrowes re cost of spill cleanup and making insurance claim for same; emails to counsel re communicating with TD on issues with lease; emails with purchaser and discussions with K. Hickling re attendance at site to prepare equipment for moving.

16-Apr-19 Josie Parisi Review report and prepare comments. 2.3

16-Apr-19 Kim Hickling Walk-through with landlord, payroll distributed and review 4.0 backup of server with Kyle; plumber on site re water leaking; review assets with purchaser.

16-Apr-19 Stephanie Burrowes Email to IT Assist to upload documents to extranet. Update 0.3 A/ R Spreadsheet.

16-Apr-19 Tony Montesano Correspond with B. Newton regarding receipt of AIR cheques; 0.4 prepare deposits; correspond with R. Ebadi from Star Metroland Media; review e-tearsheet for yesterday's notice in the Niagara Region Dailies; requested physical copy of ad.

16-Apr-19 Lourdes Dula Entered, posted entries and processed various deposits. 1.0

17-Apr-19 Brad Newton Edits to court report, and discuss same with J. Parisi and 3. 5 counsel; completion of court report and related appendices and send to counsel for filing; emails re changing articles of incorporation per sale agreement; emails re insurance claim for cleanup of spill; emails and correspondence from counsel re leased equipment.

17-Apr-19 Josie Parisi Review court report; discuss changes with B. Newton. 1.3

17-Apr-19 Kim Hickling Working with purchaser to coordinate removal of assets and 6.0 prepare removal of records and computer servers.

12


17-Apr-19 Stephanie Burrowes Telephone call with Jackie from The Insurance Market; email 0.6 to Jackie providing her information regarding the spill; summarize certain invoices for B. Newton; returned Hansel's call from York Restoration re invoice for spill cleanup.

17-Apr-19 Lourdes Dula Filing. 0.3

18-Apr-19 Brad Newton Review of Trisura filing; emails with counsel re status of 0.8 closing and vacating premises; emails with CIG re vesting order and ownerships of vehicles.

18-Apr-19 Kim Hickling Search files for vehicle ownerships and send them to Toronto 6.0 office and assist with coordinating removal of assets by purchaser

18-Apr-19 Stephanie Burrowes Email response to creditor regarding outstanding invoices; 0.3 emails and discussions with insurance broker regarding processing the claim.

18-Apr-19 Lourdes Dula Entered, posted entries and processed cheque. 0.2

22-Apr-19 Brad Newton Discussions with counsel re: court documents from Trisura and 1.8 letter from counsel for Union; review letter from counsel for RBC and discuss response to same with counsel; emails with counsel re closing of sale of equipment; discussion with K Hickling re removal of records from premises by Friday.

22-Apr-19 Kim Hickling Coordinate collection of keys for vehicles and license plates. 4.0 Search for missing ownerships and ongoing coordination on removal of assets and vacating premises.

23-Apr-19 Brad Newton Review of receiver's expenses during IR period and amount of 1.2 certificates required; review of communications between counsels re court attendance tomorrow; review of insurance claim emails re spill and update RBC re same.

23-Apr-19 Josie Parisi Review and sign various disbursement cheques. 0.2

23-Apr-19 Kim Hickling Ongoing coordination of removal of assets and records 5.0 awaiting closing of sale. Respond to landlord inquiries re timing of surrendering premises.

23-Apr-19 Stephanie Burrowes Review chemical spill cleanup invoice in detail; email to 1. 5 Hansel at York Restoration for clarification regarding certain line numbers on the invoice; email correspondence with insurance provided following up on chemical spill; review GL and determine payments for Receiver Borrowing Certificate.

13

,, 7 Q l0u

'I 3 9


24-Apr-19 Brad Newton Attendance at court re Receiver motion; emails with counsel 3.5 re sale closing and related docs and issues; emails re equipment held in the US; discussion with Halifax Water re payment of remaining funds and related emails and discussions with counsel re same.

24-Apr-19 Kim Hickling Ongoing coordination of removal of assets and records 5.0 awaiting closing of sale. Respond to landlord inquiries re timing of surrendering premises.

24-Apr-19 Stephanie Burrowes Telephone call with Chubb insurance adjuster regarding spill. 0.2

24-Apr-19 Lourdes Dula Entered, posted various entries and processed various 1. 7 cheques, filing.

24-Apr-19 Bridget Chiasson Creating files I filing. 0.3

25-Apr-19 Angelo Consoli Correspondence with CRA re status of books and records for 0.1 audit.

25-Apr-19 Brad Newton Drafting of supplemental report; numerous emails and 2.8 discussions with counsel re status of review of leases; set up Canam to remove unsold vehicles for auction; set up removal of records and computers from premises; emails with purchaser re closing and providing requested invoice for equipment; review of purchase price allocation; emails and discussions re cutter in the US for repairs.

25-Apr-19 Kim Hickling Gather 407 transponders from all vehicles for return, 5.0 discussion and emails re set up removal of unsold vehicles and copiers by Canam.

25-Apr-19 Stephanie Burrowes Insurance cancellation; letter to Bell; cheque requisition. 0.3

25-Apr-19 Tony Montesano Review and adjust invoice on sale of equipment to add 1.0 company's HST number and discuss ETR invoice for IR period; contact K. Hickling to discuss collection of ETR transponders.

25-Apr-19 Bridget Chiasson Discussion with K. Hickling re preparing courier for boxes at 0.3 site in Oshawa; forward details of courier to reception for pick up of 22 boxes.

26-Apr-19 Andrew Janusas Attend onsite to gather computer equipment and bring back 2.0 to the office.

14


26-Apr-19 Brad Newton Complete supplement to 4th report and related appendices 4.0 and provide to counsel; review closing documents and sign same and return to counsel; emails re purchaser's removal of assets on closing; issues re purchaser's financing re Forklift; confirmation of removal of all of receiver's assets and records from DMR premises.

26-Apr-19 Kim Hickling Removal of computers and records from site, Removal of 7.0 unsold assets by Canam. Send 407 transponders to office. Commence removal of assets by purchaser.

26-Apr-19 Tony Montesano Contact 407 ETR regarding recent invoice received; prepare 0.3 deposit; review WSIB statement; discuss same with S. Burrowes.

26-Apr-19 Vivek Gupta Attend onsite to gather computer equipment and bring back 2.0 to the office.

26-Apr-19 Lourdes Dula Entered, posted entry and processed deposit. 0.2

26-Apr-19 Bridget Chiasson Delivery of courier and place the boxes that were picked up 0.4 from Oshawa location; change resources to file.

27-Apr-19 Brad Newton Prepare response to purchaser's email and review with counsel 0. 7 before sending; review of creditor website to determine missing court documents and provide to SB to have uploaded.

29-Apr-19 Brad Newton Review and discuss proposed Richmond Hill order and provide 1.4 comments; review of ownerships to ensure all accounted for and discuss requirements for signing same with T Montesano; emails re closing and costs of over hold rent; discussions and emails with Halifax Water; discussions with counsel re final reviews of vehicle leases.

29-Apr-19 Kim Hickling Continued removal of assets by purchaser, searching for 5.0 missing ownerships, obtaining couriers of ownerships so purchaser could obtain new plates.

29-Apr-19 Stephanie Burrowes Emails with IT to upload documents to extranet. 0.1

29-Apr-19 Stephen Cherniak Second partner review of IR report. 0.4

29-Apr-19 Tony Montesano Discussion with B. Newton regarding review of vehicle 1.0 ownerships; reconcile against invoice; contact K. Hickling to discuss searching for missing ownership.

15


29-Apr-19 Tony Montesano Contact H. Gill at 407 regarding current statement and 0.3 returning of transponders and scan copy of interim Receivership Order to same.

29-Apr-19 Carla Casco Set up payable and print cheque. 0.2

30-Apr-19 Brad Newton Attendance at court re receivership appointment; emails and 6.7 discussions re payment of Halifax funds to IR by RBC; numerous emails and discussions re proposed Receivership order; finalizing sale of equipment; signing of numerous ownerships for purchaser and arrange to send to purchaser; emails and discussions re how to leave premises upon asset removal and purchaser's insurance for removal of assets; discussions with landlord re new tenant for portion of premises and timing of release of premises for same.

30-Apr-19 Kim Hickling Tour premise with landlord in prep to hand over premises, 5.0 emails and discussions on status of purchaser's removal of assets and potential over hold of premises. Provide info on remaining vehicles without ownerships and search for same and provide to purchaser.

30-Apr-19 Stephanie Burrowes Forwarded copy of payment for hazardous material spill to 0.3 insurance adjuster per their request; letter for cheque; various emails with insurance adjuster.

30-Apr-19 Tony Montesano Lengthy discussion with K. Hickling regarding missing 2.0 ownerships for the vehicles and trailers; match ownerships with insurance list; deal with signing over ownerships of various vehicles to purchaser.

30-Apr-19 Lourdes Dula Sent via email wire instructions to trustee. 0.2

30-Apr-19 Bridget Chiasson Prepare the Ministry vehicle ownership transfer to Capital 1.3 Sewer Services.

16

Attached is Exhibit "B"

Referred to in the


Sworn before me


Nicole Marie Onnond, a Commissioner, etc., Province of Ontario, for BOO Canada Limited. Expires August 21, 2021.

D.M. Robichaud c/o BDO Canada Limited

Date

July 10, 2019

Tel: 416 865 0210 Fax: 416 865 0904 www.bdo.ca

RE: D.M. ROBICHAUD - RECEIVERSHIP


Invoice

#CINV - 07102019

TO OUR FEE FOR PROFESSIONAL SERVICES rendered from May 1, 2019 through June 30, 2019 in connection with our professional services of the above-noted, as described below.

Our Fee

Disbursements (mileage, courier)

HST

Total

Staff

Benoy, R Boettger, A Burrowes, S Chiasson, B Dula, L Hickling, K Jahja, N Montesano, T Newton, B Rickards, S Rose, J

Hours Rate

2.5 $150 10.4 $325

5.3 $325 2.1 $150 8.6 $175

23.8 $200 8.5 $250

12.1 $200 45.2 $410

0.8 $150 0.5 $150

119.80

Amount

375.00 3,380.00 1,722.50

315.00 1,505.00 4,760.00 2,125.00 2,420.00

18,532.00 120.00 75.00

35,329.50

$35,329.50

1,145.75

4,741.78

$41,217.03

BOO Canada limited is an affiliate of BOO Canada LLP. BOO Canada LLP, a Canadian limited liability partnership, is a member of BOO International Limited. a UK company limited by guarantee. and forms part of the international BOO network of independent member firms.

'l 4 4

Staff Date Time Narrative

Burrowes, S 05/0112019 0.2 Emails to insurance company regarding cancelling insurance coverage over assets.

Dula, L 05/0112019 1.2 Phone discussions with bank (multiple times) re incoming wire/ direct deposit from RBC, entered, posted entries & processed cheque, emailed to RBC contacts wire payment confirmation from sender's end to confirm the funds are already credited.

Newton, B 05/0112019 2.6 Attendance at court for receiver order; outstanding ownerships for sale of equipment and get to purchaser; discussions re cancelling insurance, removal of dumpsters, final walk through with landlord.

Hickling, K 05/0112019 7 Attend site from 5:30 am to 5pm; attend to walk-through, landlord, assets, buyer, creditors, leased/rental assets on site, etc., until closure of sale.

Montesano, T 05/01/2019 0.3 Review and discuss list of missing ownerships for vehicles and two that are in the insurance list with K. Hickling; discuss courier of ownerships to the Oshawa Office.

Dula, L 05/02/2019 0.5 Phone discussion with bank & received activity & forwarded to the trustee & entered & posted direct deposit entry.

Hickling, K 05/02/2019 7 Attend site from 5:30 am to 6pm; attend to walk-through, landlord, assets, buyer, creditors, leased/rental assets on site, etc., until closure of sale.

Chiasson, B 05/02/2019 0.1 Arrange for courier to Oshawa office with more transfer of vehicle forms.

Montesano, T 05/02/2019 0.3 Correspond with K. Hickling regarding courier of ownerships to the Oshawa Office.

Newton, B 05/02/2019 1.7 Emails with Canam re sale of remaining assets; various emails and discussions re status of removal of assets from premises and having purchaser remove unwanted items, discussions with counsel on approach to allocation of costs and fees.

Burrowes, S 05/03/2019 0.1 Coordinated with IT uploading documents to extranet.

Dula, L 05/03/2019 0.2 Phone discussion with re incoming wire.

Newton, B 05/03/2019 1.7 Emails re lease disclaimer and finalize and send lease disclaimer to landlord; numerous emails and discussions on equipment removal status and condition of property and purchaser having to come to a deal with the landlord on overhold; cancelling insurance; emails re sale of additional vehicles by auctioneer vs need for court order.

Montesano, T 05/03/2019 Lengthy discussion with K. Hickling regarding missing ownerships for 2. Nodig 24 and Nodig 7; search for ownerships; discuss same with B. Newton; receive and prepare deposit of funds received from Minden Gross.

Hickling, K 05/03/2019 6 Attend site from 6:30 am to 5pm; attend to walk-through, landlord, assets - ownerships, buyer, creditors, leased/rental assets on site, etc., until closure of sale.

Burrowes, S 05/06/2019 0.1 Attend to uploading document to extranet.

2


Chiasson, B 05/06/2019 0.5 Print labels and prepare envelopes for mailing Notice of Receiver.

Dula, L 05/06/2019 0.6 Entered, posted entries & processed deposit, entered, posted entries & processed cheque, phone discussion with bank re incoming wire.

Montesano, T 05/06/2019 Lengthy discussion with Diane at CRA to confirm Receivers request to open RT0002 account; file HST return for March 2019; discuss filing of April and May HST returns with B. Newton; contact P. Deveau at Globe and Mail to discuss Notice of Construction Claims Bar Process to be posted in paper.

Newton, B 05/06/2019 2.1 Drafting of creditor and customer proof of claim forms; drafting of claims process newspaper notice.

Newton, B 05/06/2019 0.3 Emails re status of property as left by the Purchaser.

Boettger, A 05/06/2019 0.2 Draft claim bar process letter to creditors.

Hickling, K 05/06/2019 2 Attend to emails and photos, call with B. Newton, call and text from past-employee, call with Landlord forward update to B. Newton re same.

Burrowes, S 05/0712019 0.1 Attend to uploading claim form on extranet.

Dula, L 05/07/2019 Stamped, photocopied cheque, entered, posted entry & processed deposit, bank reconciliation.

Montesano, T 05/0712019 0.2 Discuss changes to Notice in paper with B. Newton; correspond with A. Brautlacht The Globe and Mail regarding changes.

Montesano, T 05/0712019 Enter creditors and lien claimants into Ascend.

Newton, B 05/0712019 Finalize creditor and customer proofs of claim for claims process; review claims process ad drafts from newspapers and make edits.

Dula, L 05/08/2019 0.8 Entered, posted various entries & processed deposit & cheques, phone discussion with bank re incoming wire.

Montesano, T 05/08/2019 1. 5 Discussion with B. Newton regarding Receiver's Notice; locating and entering address for the customers; contact Toronto Police Services to inquire about $10,000 deposits.

Chiasson, B 05/08/2019 0.5 Photocopy of Receiver's Notice and Claims Bar Notice to be sent to creditors.

Benoy, R 05/08/2019 0.5 Mailed Receiver's Notice to creditors.

Jordan Rose 05/08/2019 0.5 Mailed receivers notice to creditors

Newton, B 05/08/2019 1.3 Prep for and assist with audit of source deductions and HST by CRA; finalize receivership notice; email to counsel summarizing outstanding issues to be discussed and set up call tomorrow to discuss.

Newton, B 05/08/2019 1.4 Prep of letters for creditor and customer claims process and assist with prep of mailing for each (including finding customer addresses); email with Halifax Water re outstanding AR.

3

'I fl. • I


Hickling, K 05/08/2019 1.5 Receive communications from Landlord and past-employees forward same to B. Newton, call from Enbridge gas, call with Cintas.

Montesano, T 05/09/2019 0.2 Prepare HST returns on the RT0001 account.

Montesano, T 05/09/2019 0.6 Discussion with U. Watts from Toronto Police Services regarding security deposit paid by D.M. Robichaud; e-mailed copy of Receivership Order and request for information to same.

Chiasson, B 05/09/2019 0.3 Print letter for customers for mailing.

Newton, B 05/09/2019 Call with counsel on outstanding issues and steps required to resolve all of them including emails from Halifax, Toronto, Markham, landlord, equipment purchaser, Richmond Hill.

Newton, B 05/09/2019 0.3 Email reply to Markham on outstanding deficiencies. Newton, B 05/09/2019 0.3 Email to City of Toronto re setting up meeting to review outstanding

issues on projects and claims.

Newton, B 05/09/2019 0.8 Review of RBC claim and potential shortfall.

Newton, B 05/09/2019 0.5 CRA source deductions and HST audit; completing outstanding pre-filing HST returns.

Dula, L 05/10/2019 0.5 Entered, posted entry ft processed deposit, phone discussion with RBC ft received confirmation of an eft deposit payment ft forward to the trustee.

Burrowes, S 05/10/2019 1.5 Worked on WEPPA forms and entries on website. Montesano, T 05/10/2019 0.2 Respond to U. Watts from the Toronto Police Services regarding re-

imbursement of security deposit; received e-mail from U. Watts; sent copy of e-mail to B. Newton.

Newton, B 05/10/2019 2 Reconciliation of expenses paid by receiver to determine status of amounts to be allocated; review of WEPP calculations and priority wage claims; review union outstanding amounts and email to Union counsel re confirming same and confirm status of employee as union or non-union.

Newton, B 05/10/2019 0.8 Review info from Halifax on adjusting of PC4 and email to Halifax re same and status of deficiencies and payment of holdback.

Newton, B 05/10/2019 0.8 Review of Seartex invoices and compare to various projects and prepare schedule to discuss with counsel.

Montesano, T 05/10/2019 Searches boxes and payroll records; pull payroll records for period covering March 2019 to April 2019; copy and scan to B. Newton.

Newton, B 05/13/2019 Determining total payroll paid during the JR period to determine WSJB payment required by JR.

Montesano, T 05/13/2019 0.1 Requisition payment of WSJB premium.

Newton, B 05/14/2019 0.4 Review of schedules on Seartex invoices and discuss with counsel response to info demand letter.

4

147


Newton, B 05/14/2019 0.5 Review of emails from Tillsonburg, Waterloo, Durham, Toronto re outstanding AR and info requested to release payments.

Hickling, K 05/14/2019 0.3 Creditor call, forward 2 creditors to Newton for further detail.

Dula, L 05/15/2019 0.4 Entered, posted entries & processed cheques.

Montesano, T 05/15/2019 0.2 Contacted and spoke to a representative at Rogers Wireless to advise of Receivership and request to cancel service on the all accounts under the name of DM Robichaud.

Newton, B 05/15/2019 0.5 Review of responses from Union re outstanding dues and in respect of M B union status for WEPP calculations and communicate same to S Burrowes.

Newton, B 05/15/2019 0.4 Emails re issues with purchaser on equipment in US and real property.

Montesano, T 05/16/2019 0.2 Contact CRA to inquire about the credit being held on the RT0002 account; advised that the RT0001 return filed was paper filed with the incorrect filing period; return is being reviewed.

Chiasson, B 05/16/2019 0.5 Affidavit of Mailing notices; prepare internal files.

Newton, B 05/16/2019 0.3 Review letter requested by Canam for MTO ownership changes, sign and send.

Newton, B 05/16/2019 1.5 Conference call with counsel re meeting next week with the City of Toronto re outstanding projects and who will attend and strategy for meeting; send proposed meeting agenda to City of Toronto for meeting; discussions with N. Jahja re gathering of information for meeting next week and layout of information for each project.

Newton, B 05/16/2019 0.8 Review emails from Region of Durham re outstanding project payment and potential claim against DMR for costs paid by Region; telephone discussion with Region re same and follow up email to provide details of claims process and claim form.

Newton, B 05/16/2019 0.4 Review email from Town of Tillsonburg; follow up call re same to discuss payment of outstanding amount; follow up email to confirm payment details and appointment of receiver.

Newton, B 05/16/2019 0.2 Review letter from City of Toronto re release of Letter of Credit and inform Bank of same.

Burrowes, S 05/21/2019 1.7 Worked on WEPPA forms and entries on website.

Newton, B 05/2112019 Discussions with Halifax Water rep re outstanding PC 4 and costs incurred by Halifax Water to complete outstanding deficiencies; obtain copy of related invoice for completion; discuss need for proof of claim to be completed and related emails; discuss timing of invoicing for holdback and warranty periods and related emails.

Newton, B 05/21/2019 0.5 Follow up on calls from CRA re outstanding HST return and Service Canada re ROES.

5


Newton, B 05/2112019 0.8 19TW-DO-311 DCS Toronto - Discussion with Toronto contact re outstanding payments and payment of same and customer claims process and related follow up email.

Burrowes, S 05/22/2019 0.2 Email re Weppa. Left message for Service Canada regarding ROES.

Rickards, S 05/22/2019 0.8 Weppa mail out to employees.

Jahja, N 05/22/2019 2.7 Gather all back up invoices and other information in regards to the City of Toronto job# 8241, 8553, 7633, 7975 and7976; prepare an analysis of accounts receivable; discussions with B. Newton in regards to the same.

Newton, B 05/22/2019 Review claim re 15TW-OS-27-CWD with counsel in prep for meeting with City tomorrow.

Newton, B 05/22/2019 1.5 Review of back up documentation on Toronto projects with N. Jajah re invoicing, claims, holdbacks and summary schedule in prep for tomorrow's meeting with the City.

Montesano, T 05/22/2019 Contact Bell Mobility to discuss account and canceling service; contact Durham Region to discuss invoice and charges post receivership; contact Oshawa PUC to inquire about invoice received; discuss post-receivership amount; discussion with B. Newton regarding recreating invoice for Halifax Regional Water; contact CRA to discuss RT0001 account.

Newton, B 05/23/2019 1. 5 Prep for and attendance at meeting with City of Toronto for projects 7633, 7975, 7976.

Newton, B 05/23/2019 0.5 Prepare updated Halifax invoicing with T Montesano and send revised invoicing to Halifax for payment.

Jahja, N 05/23/2019 1.6 Meeting with R Lewtas, B. Pajic from City of Toronto in regards to job # 7633, 7975 and 7976. Follow up email in regards to invoice# J001635 and J001652.

Newton, B 05/24/2019 1.2 Discussion with A. Boettger and N. Jahja re breakdown of follow up of outstanding AIR and sending of demand letters; breakdown accounts to be followed up by each; draft A/R demand letter to be used.

Newton, B 05/24/2019 0.3 Emails and discussions re issues with MTO on sale of remaining vehicles.

Newton, B 05/24/2019 0.6 Review of supplier claims received from Battlefield and Rename and arrange for filing of same.

Montesano, T 05/24/2019 0.2 Label and return ETR Transponders.

Dula, L 05/2712019 0.2 Entered, posted entries & processed cheque.

Newton, B 05/27/2019 0.4 Review comments from Halifax Water on changes to invoice and have invoice updated and sent to Halifax Water.

6

Staff Date Time

Newton, B 05/2712019 0.5

Montesano, T 05/2712019 1.2

Burrowes, S 05/28/2019 0.3

Dula, L 05/28/2019 0.8

Newton, B 05/28/2019 0.5

Montesano, T 05/29/2019 0.3

Jahja, N 05/29/2019 0.3

Jahja, N 05/30/2019 0.9

Newton, B 05/30/2019 1.3

Newton, B 05/30/2019 0.3

Newton, B 05/30/2019 0.3

Boettger, A 05/30/2019 1.5

Chiasson, B 05/3112019 0.2

Burrowes, S 05/3112019 0.3

Montesano, T 05/3112019 0.6

Montesano, T 05/3112019 0.2

Benoy, R 05/3112019 2

Jahja, N 05/3112019 2.1

Newton, B 05/31/2019 0.8

Narrative

✓( fi 0 i LI·/

Emails and discussions with counsel re preparation of brief report on sale of vehicles re issues with MTO and ownership change and follow up email to auctioneer re sale value of vehicles.

Contact Enbridge Gas regarding cancelling service; advised could not back date cancellation date to May 3, 2019; e-mailed Holly at Syvan to inquire about taking over the service; create client portal; upload documents to client portal.

Update WEPPA for Donovan Betty. Email response to Donovan. Upload Shari's information. Uploaded Claude's information.

Entered, posted various entries 8: processed deposit 8: cheques.

Discussions with Market Square to obtain contact information for customers (particularly other City of Toronto jobs).

Drop off ETR Transponders to Canada Post.

Obtain email addresses for customers on the receivables list; follow up with Ruth in regards to some missing invoices.

Prepare receivable demand letters for customers on the list assigned by B. Newtown.

Prep of court report on sale of vehicles and MTO issues re same; review email to CIG from counsel and discuss same with counsel along with potential settlement amount.

Review of draft AR demand letter edited by A. Boettger and provide comments.

Review proof of claim and emails with creditor re Kingston Utilities claim and obtaining info on contacts at customer.

Review and send collection letters.

Prepare envelopes and 3 courier.

Discussion with Mary regarding WEPPA claim.

Draft invoice to Halifax Regional Water for holdback.

Discuss Accounts Receivables letter with A. Boettger; review A/R letters; fax Accounts Receivable letter to OPG; courier Accounts Receivable to Region of York.

Prepared AIR collection letters for Region of Durham, Regional Municipality of York, Southland Renda, Town of Lakeshore, Belanger Construction, CH2M, and Kingston Utilities.

Prepare and email demand letters for: Aqua Flow Tech, Furfari Paving, KAPP, Maple Lane, Robert Somerville and Township of Ramara.

Finalize court report and related appendix and have original sent to counsel/

7

,i

~~: 0 j


Newton, B 05/3112019 0.4 Prepare AR demand letter for Kingston Utilities and related summary of invoices and send to appropriate contact at Kingston Utilities.

Newton, B 05/3112019 0.3 Arrange prep of holdback invoice for Halifax Water; review invoice and send to Halifax Water for payment.

Newton, B 05/3112019 0.3 Follow up emails with City of Toronto re invoices to be reviewed and timing of payment of invoices.

Dula, L 06/03/2019 0.6 Entered, posted entries & processed cheques.

Montesano, T 06/03/2019 0.2 Correspond with A. Decsei from Waterloo regarding access to client portal; resend site invitation to same.

Burrowes, S 06/04/2019 0.2 Enter WEPPA POC's received.

Newton, B 06/04/2019 0.3 Emails with B&V re payment of City of Toronto outstanding AIR.

Newton, B 06/05/2019 0.8 Emails and discussions with counsel re equipment lien from US repair co and discussions re items remaining at premises not removed by purchaser and discussions and email with landlord re: same.

Newton, B 06/05/2019 0.4 Email and call to Region of York re payment of outstanding account.

Newton, B 06/05/2019 0.3 Call with Receiver counsel re communication from counsel for City of Toronto and next steps re same.

Burrowes, S 06/06/2019 0.2 Ongoing Weppa admin and attend to having documents uploaded.

Newton, B 06/06/2019 0.3 Emails with City of Toronto counsel re providing information to them to track down outstanding balances owing to DMR.

Newton, B 06/06/2019 0.2 Emails from Union re payment of outstanding amounts and discuss same with counsel re including in future payout motion.

Montesano, T 06/06/2019 0.2 Draft e-mail and scan receivership notice to Bell Mobility collections.

Dula, L 06/10/2019 0.2 Entered, posted entry & processed deposit.

Burrowes, S 06/10/2019 0.3 Enter Sandy, Lisa and Murray's WEPPA info.

Newton, B 06/1112019 0.3 Review of quotes obtained by landlord for final clean up and provide same to counsel for their records.

Newton, B 06/1112019 0.3 Emails with Union counsel and receiver counsel re timing of distribution to Union and Union member with additional outstanding amounts.

Dula, L 06/12/2019 0.4 Entered, posted entries & processed deposit, bank reconciliation.

Boettger, A 06/12/2019 0.3 Team discussion of outstanding receivables and strategy for follow-up/ collection.

Newton, B 06/12/2019 0.5 Review order received on sale of vehicles by Canam and send to Canam to use to obtain new ownerships; meeting with A. Boettger and N. Jahja to discuss status of A/R collections and follow up with reps of customers provided by company staff.

8

'! C 'I ;J


Jahja, N 06/12/2019 0.2 Discussions with B. Newton in regards to City of Toronto Receivables.

Newton, B 06/13/2019 0.4 Emails and voice mail with landlord re cleaning of property; call from equipment repair company re lien on equipment and status of payout

Jahja, N 06/13/2019 0.7 Communication with R. Lewtas in regards to invoicing; communication with Jordan Ellis in regards to Maple Lane; emailed Maynard Brennan; supplied him with City of Toronto Invoices and Job Contract numbers.

Newton, B 06/1712019 0.4 Review info from Union re missing payments and discuss same with Union counsel; follow up with email requesting proof of claim.

Newton, B 06/1712019 0.3 Review letter from counsel for Clean Earth and respond to provide order and proof of claim for them to complete for Halifax project.

Montesano, T 06/18/2019 0.1 Review and enter proof of claims for construction claims process.

Dula, L 06/19/2019 0.2 Entered, posted entry & processed deposit.

Boettger, A 06/19/2019 0.2 AR Collection - Call to Kingston Utilities to follow-up on payment.

Boettger, A 06/19/2019 0.1 AR Collection - Call to Region of Durham to follow-up on AR collection.

Newton, B 06/20/2019 0.2 Discussion with counsel for landlord re outstanding clean up issues and set up of call for Monday with landlord and counsels.

Boettger, A 06/2112019 0.2 AR Collection - Call with Kingston Utilities account manager to discuss BDO letter and processing of payment.

Newton, B 06/2112019 0.3 Follow up on status of collection of Kingston Utilities A/R

Newton, B 06/2112019 0.2 Collection of KAPP account.

Dula, L 06/24/2019 0.6 Entered, posted entry & processed deposit, entered posted entries & processed cheques.

Newton, B 06/24/2019 0.4 Prep for and attendance on conference call with landlord and counsels re items abandoned by purchaser and costs to clean up same.

Boettger, A 06/25/2019 1.3 AR collection follow-up calls.

Montesano, T 06/25/2019 0.3 Review statement of account received from Cintas; contact Cintas discussion with M. Pleasant at Cintas regarding providing copy of invoices; receive and review invoices; forward same to B. Newton.

Newton, B 06/26/2019 0.3 Review of union correspondence for outstanding March and April reports and follow up with counsel for the unions to confirm they already have the information

Boettger, A 06/26/2019 0.2 AR Collection activities.

Burrowes, S 06/27/2019 0.1 Weppa admin.

9

Staff

Dula, L

Boettger, A

Boettger, A

Newton, B

Newton, B

Newton, B

Boettger, A

Date Time Narrative

06/2712019 0.4 Entered, posted entries & processed deposit, and cheque

06/2712019 1.5 Review of Kingston Utilities letter and agree amounts to invoice schedule created by the Receiver; Update AR Tracking sheet and reconcile to current payments received

06/27/2019 2.8 AR Collection activities (includes contacting customer to follow-up on payment; Provide supporting documentation and instructions to customers on outstanding balances).

06/27/2019 0.2 Follow up on outstanding Halifax holdback payment.

06/2712019

06/2712019

06/28/2019

0.3 Conference call with counsel for RBC re payout of equipment proceeds and status of AR collections.

0.2 Discussion with A. Boettger re follow up on outstanding payments from Kingston and related creditor claim.

2.1 AR Collection activities (includes contacting customer to follow-up on payment; Provide supporting documentation and instructions to customers on outstanding balances.

119.8 Total Time

10

Attached is Exhibit "C"

Referred to in the


Sworn before me


Nicole Marie Ormond, a Commissioner, etc., Province of Ontario, for 800 Canada Umfted. Expires August 21, 2021.

Tel: 416 865 0210 Fax: 416 865 0904 www.bdo.ca

BDO Canada Limited, Court Appointed Receiver of D. M. Robichaud Associates Ltd. 20 Wellington St. E., Suite 500 Toronto, ON MSE 1 CS

Date

13 August 2019



Invoice

#CINV0270100

TO OUR FEE FOR PROFESSIONAL SERVICES rendered from 31 May 2019 to 31 July 2019 in connection with our Interim Receivership Engagement of the above-noted, as described below. (Please note that time for 31 May 2019 was omitted on prior invoice).

Our Fee s 8,602.50 HST- 13.00% (#R101518124) 1,118.33 TOTAL $ 9,720.83

Hours Rate Amount J. Parisi, Partner 0.30 450.00 135.00 B. Newton, Partner 4.80 450.00 2,160.00 A. Boettger, Manager 14.30 325.00 4,647.50 S. Burrowes, Manager 0.10 325.00 32.50 N. Jahja, Manager 0.30 325.00 97.50 T. Montesano, Administrator 0.30 200.00 60.00 Ruth Benoy, Jr. Administrator 0.80 150.00 120.00 J. Rose, Jr. Administrator 7.25 150.00 1,087.50 Administration Support 1.50 262.50

Total 29.65 s 8,602.50

Date

31-May-19

2-Jul-19

2-Jul-19

3-Jul-19

4-Jul-19

4-Jul-19

5-Jul-19

5-Jul-19

5-Jul-19

9-Jul-19

9-Jul-19

10-Jul-19

10-Jul-19

10-Jul-19

11-Jul-19

11-Jul-19

Professional Description

Josie Parisi Signing cheques.

Stephanie Burrowes Updated Mary's WEPPA information.

Adam Boettger AR collection - telephone call to discuss email and provide instructions; send copy of proof of claim (R.B. Sommerville).

Brad Newton Finalize issues around ownership transfers for leased vehicles being sold by Canam.

Adam Boettger AR Collection - gather supporting documentation for invoice and send to customer (Oxford Developments).

Brad Newton Review emails from Oxford and arrange to have supporting docs found and sent to Oxford.

Adam Boettger AR collection - review email from customer advising of outstanding payment; discussion of method to process supporting documentation for payment (Kingston Utilities).

Brad Newton Review of receipts and disbursements for allocation purposes.

Brad Newton

Adam Boettger

Nerina Jahja

Adam Boettger

Brad Newton

Brad Newton

Adam Boettger

Brad Newton

Emails re Kingston Utilities collections follow up with A. Boettger.

Review Receiver's WIP and allocate costs of A/R collections to individual accounts; respond to creditor's inquiry on proof of claims; discuss outstanding engineering report with creditor.

Follow up the R. Lewtas in regards to the payments being sent (City of Toronto non-bonded projects)

Call with employee to respond to inquiries; team discussion of current receivables; Draft allocation of costs document; prepare, approve and send invoice to Kingston Utilities for outstanding holdback amounts

General follow up on status of AR collections with A Boettger and N. Jahja.

Follow up on collection of Kingston Utilities AR and determination of which project connects to Civica AP.

Preparation of court report outline; discuss allocation of costs to various realizations and preparation of interim R&D; draft Court Report.

Drafting of court report and allocation schedule.

Hrs.

0.3

0.1

0.2

0.3

0.3

0.2

0.3

0.3

0.2

2.7

0.1

2.5

0.3

0.2

1.4

0.3

2

Date

12-Jul-19

12-Jul-19

12-Jul-19

14-Jul-19

16-Jul-19

16-Jul-19

17-Jul-19

17-Jul-19

17-Jul-19

17-Jul-19

19-Jul-19

22-Jul-19

Professional

Ruth Benoy

Adam Boettger

Brad Newton

Adam Boettger

Brad Newton

Adam Boettger

Adam Boettger

Adam Boettger

Jordan Rose

Adam Boettger

Brad Newton

Adam Boettger

Description

Prepared R&D statement as of July 12, 2019.

Telephone call with customer to discuss release of report required by Kingston Utilities.

Conference call with Civica re Kingston Utilities project and which project their report pertains to; follow up discussion with counsel re Civica claim and whether it is a lien or trust claim; follow up email to Civica re status of claim.

Draft court report.

Review of email from Markham and review draft response drafted by A. Boettger; provide edits and send to counsel for final review.

Accounts receivable collection follow-up; follow-up involved emails and phone calls with customer inquiring about payment; some cases involved discussion with a specific contact to discuss outstanding issues and provide additional information: City of Markham Town of Lakeshore; Town of Newmarket; Town of Oakville; CH2M; Region of Durham; Greenvilla.

Accounts receivable collection follow-up: follow-up involved emails and phone calls with customer inquiring about payment; some cases involved discussion with a specific contact to discuss outstanding issues and provide additional information: Atlas Dewatering; Balterre Contracting; BGS Homes; Furfari Paving; Great Life Contracting; Ontario Power Generation; Orin Contractors.

Review of information provided by Town of Lakeshore (and engineer); compile require information to release payment and send to engineer; schedule call with engineer to address items (AR Collection: Town of Lakeshore).

Compiled schedule of supporting documents for Trisura claims relating to CleanEarth and Safety First (Halifax).

Review of claims provided by Trisura; review of invoice schedule assembled for Trisura claims.

Review DMR records re Halifax claims and respond to inquiry from Trisura re Halifax claims.

AR Collections - Provide instructions to customers on filing a proof of claim under the Customer Claims Bar Process; Balterre Contracting; Region of Durham.

Hrs.

0.8

0.5

0.8

0.7

0.4

2.3

2.0

0.6

2.5

0.2

0.3

0.3

3

,.! !::, o< i -

Date

22-Jul-19

22-Jul-19

23-Jul-19

23-Jul-19

23-Jul-19

24-Jul-19

25-Jul-19

25-Jul-19

26-Jul-19

30-Jul-19

Professional

Brad Newton

Nerina Jahja

Jordan Rose

Brad Newton

Brad Newton

Adam Boettger

Adam Boettger

Tony Montesano

Brad Newton

Tony Montesano

Description

Discussions with RBC on bank statements and status of USD account.

Follow up with R. Lewtas in regards to payables and update 8. Newton on regards to the same (City of Toronto nonbonded projects).

Compiled schedule monitoring D.M. Robichaud's USD Account's activity and cross-compare it with the activity of CAD Account.

Review of USD account information and instruct Jordan on prep of schedule of USD account transactions; discuss USD account with counsel and the potential priorities over the funds in the account.

Review of claims from Safety First and Clean Earth on Halifax project and respond to Trisura.

AR Collection - Follow-up inquiry on outstanding balance and when project expected to be completed (Orin Contractors; respond to inquiry from customer.

AR Collection: Follow-up regarding pending customer proof of claim to be filed (Oxford Developments.

Review and enter proof of claims.

Review email from counsel for Town of Richmond Hill re sewer emergency work project and related email to counsel on proposed response to same.

File HST returns for June 2019.

,1 [ r! i JI

Hrs.

0.4

0.2

4.75

0.5

0.3

0.2

0.1

0.1

0.3

0.2

4

Attached is Exhibit "D"

Referred to in the


Sworn before me


Nicole Marte Ormond, a eommtssioOOf, etc., Province of Ontario, for BOO canada Limited. Expires August 21, 2021.

✓I L 0 l '.Jo

DO Tel: 416 865 0210 Fax: 416 865 0904 www.bdo.ca

BDO Canada Limited, Court Appointed Receiver of D. M. Robichaud Associates Ltd. 20 Wellington St. E., Suite 500 Toronto, ON M5E 1C5

Date

16 September 2019


BDO Canada Limited 20 Wellington Street E, Suite 500 Toronto ON MSE 1(5 Canada

Invoice

#CINV

TO OUR FEE FOR PROFESSIONAL SERVICES rendered from 1 August 2019 to 31 August 2019 in connection with our Receivership Engagement of the above-noted, as described below.

Our Fee $ 17,332.50 HST- 13.00% (#R101518124) 2,253.23 TOTAL $ 19,585.73

Hours Rate Amount B. Newton, Partner 24.60 450.00 11,070.00 A. Boettger, Manager 9.30 325.00 3,022.50 S. Burrowes, Manager 1.00 325.00 325.00 N. Jahja, Manager 2.70 325.00 877.50 T. Montesano, Administrator 1.70 200.00 340.00 K. Hickling, Administrator 3.00 200.00 600.00 J. Rose, Jr. Administrator 2.00 150.00 300.00 Administration Support 4.70 797.50

Total 49.00 $ 17,332.50

800 Canada Limited is an affiliate of BOO Canada LLP. BOO Canada LLP, a Canadian limited liability partnership, is a member of BOO International lirnited 1 a UK company limited by guarantee, and forms part of the international BOO network of independent member firms.

Date

1-Aug-19

1-Aug-19

1-Aug-19

1-Aug-19

6-Aug-19

8-Aug-19

8-Aug-19

8-Aug-19

9-Aug-19

9-Aug-19

12-Aug-19

12-Aug-19

13-Aug-19

13-Aug-19

13-Aug-19

13-Aug-19

Professional

Brad Newton

Description

Review of US Bank account to determine source of funds in account at date of receiver appointment.

Brad Newton Review of correspondence from Black & Vietch and examine back up to deductions from invoices on Toronto non-bonded projects and discuss reply with N. Jahja.

Jordan Rose Assisted B. Newton in assessing the activity of the USD bank account.

Nerina Jahja Review email sent by R. Lewtas; meet with B. Newton to address email; review billing and send a follow up email to the City of Toronto in regards to the receivables.

Brad Newton Drafting of Court report.

Brad Newton Drafting of court report including review of union employee claim amounts, status of WEPP claims, US Bank account, summary of equipment secured claims.

Stephanie Burrowes Schedule for Court Report; email former employee re her question about applying for El.

Tony Montesano

Brad Newton

Jordan Rose

Brad Newton

Kim Hickling

Adam Boettger

Brad Newton

Brad Newton

Tony Montesano

Review Lien and Customer Proof of Claim; update B. Newton with claims filed.

Drafting of Court report and related schedules in support of report and calculations for amounts to be paid from proceeds and related emails to obtain back up information for calculations.

Retrieved information pertaining to bank account activity for B. Newton.

Preparation of reconciliation of AR account and determine specific costs to be allocated to AR; drafting of court report.

Attend to call re claims and creditor inquiry.

Prepare Interim Statement of Receipts and Disbursements as at August 8, 2019; notify bookkeeper of entries to be made in Ascend general ledger; prepare cost allocation schedule.

Discuss emails to City of Toronto and provide copy to counsel to follow up.

AR summary schedule; allocation schedule set up, review of current R&D.

Process journal entries; prepare transfer of funds.

,, G 0

Hrs.

1.0

1.0

1.0

1.1

2.4

2.9

0.7

0.3

4.3

1.0

1.8

2.0

5.2

0.3

0.7

0.2

2

Date

14-Aug-19

14-Aug-19

14-Aug-19

14-Aug-19

15-Aug-19

15-Aug-19

15-Aug-19

15-Aug-19

15-Aug-19

15-Aug-19

15-Aug-19

20-Aug-19

21-Aug-19

21-Aug-19

21-Aug-19

Professional

Adam Boettger

Brad Newton

Brad Newton

Nerina Jahja

Brad Newton

Brad Newton

Brad Newton

Brad Newton

Nerina Jahja

Description

Prepare Ascend journal entries to General Account and Construction Lien Account.

Review of City of Toronto letters on proposed payments and discuss same with counsel and demand letter from counsel to collect minimum amount payable.

Drafting of court report.

Call with B. Newton in regards to receivables; follow up with B. Pajic in regards to outstanding payment.

Review emails with Markham and provide same to counsel for prep of demand letter.

Prepare for and attendance on conference call with counsel and counsel for Richmond Hill to discuss outstanding balance owing on projects.

Collect information on Toronto non-bonded projects and provide to counsel for prep of demand letter for agreed balances.

Review of fax from CRA re HST audit and provide to counsel for discussion re purpose of audit and whether it can be stayed; drafting of court report and related schedules.

Discussion with B. Newton in regards to holdback payment (Inv# J001634); follow up with R. Lewtas in regards to the same.

Stephanie Burrowes Prepare chart for Court Report.

Tony Montesano Contact CRA to discuss the RT0002 account and the notice of assessment received and transfer of RT002 credit to the RT001 account; was advised that the transfer was computer generated and no notes on system requesting transfer; agent will put in a request to have credit transferred back to the RT002 account.

Brad Newton Drafting of court report and draft of allocation of costs.

Brad Newton Discussion with counsel re demand letter for Markham projects.

Brad Newton Discussion with counsel re demand letters to be issued for City of Toronto non-bonded jobs.

Brad Newton Conference call with counsel re allocation issues and AR collections and timing of distribution; drafting of letter to CRA re HST audit.

,, 6. 'I l

Hrs.

0.5

0.5

2.0

0.8

0.2

0.4

0.4

1.3

0.2

0.3

0.8

1.0

0.2

0.3

0.7

3

Date

26-Aug-19

26-Aug-19

27-Aug-19

27-Aug-19

27-Aug-·19

27-Aug-19

28-Aug-19

29-Aug-19

29-Aug-19

29-Aug-19

29-Aug-19

Professional

Brad Newton

Kim Hickling

Brad Newton

Brad Newton

Nerina jahja

Tony Montesano

Adam Boettger

Adam Boettger

Brad Newton

Brad Newton

Tony Montesano

Description

Prepare update report for RBC for their credit report and send to counsel for comments.

Attend to call re claims and creditor inquiry.

Emails re non-bonded City of Toronto AR collections letters.

Discussion with counsel re change of corporate name per sale agreement and discuss change to pending order to include ability for Trustee to change corporate name; respond to inquiry from Lenczner Slaght re funds from RBC on Halifax.

Call with R. Lewtas and follow up with B. Newton in regards to claims and invoices to be paid.

Correspond with A. Boettger regarding proof of claims filed; update POC's; send claims register Construction Claims Bar Process.

AR Collections: Follow-up with customers (via email and phone) to advise of pending Claims Bar Process deadline; Discussion with customers on claims bar process; Provide banking information to customer for payment; Forward invoices and court documents to customers legal counsel to review and further action.

Provide payment details/instructions to customers.

Discussion with counsel re letters to be sent to City of Toronto on all open jobs to demand minimum payments; email to City counsel re outstanding claims on all other jobs.

Preliminary review of City of Toronto claim on project 04TT and email to City counsel re clarification of same.

File HST return.

'l 6 2

Hrs.

1.0

1.0

0.3

0.7

0.6

0.2

3.5

0.1

0.4

0.8

0.2

4

Appendix ''0''



BETWEEN:


and


AFFIDAVIT OF KENNETH L. KALLISH (sworn September :)u , 2019)

Applicant

Respondent

I, KENNETH L. KALLISH, of the City of Toronto, in the

Province of Ontario, MAKE OATH AND SAY AS FOLLOWS:

1. I am a partner with the law firm, Minden Gross LLP ("Minden

Gross"), counsel to BDO Canada Limited in its capacity as receiver,

without security, of all the assets, undertakings and properties of D.M.

Robichaud Associates Ltd. ("Receiver"), and, as such, I have knowledge of

the matters to which I hereinafter depose. Unless I indicate to the contrary,

the facts herein are within my personal knowledge and are true. Where I

'! 6 3

-2-

have indicated that I have obtained facts from other sources, I believe those

facts to be true.

2. The Receiver was appointed pursuant to the Order made by the

Honourable Mr. Justice Hainey of the Ontario Superior Court of Justice on

May 1, 2019.

3. Attached hereto as Exhibit "A" is a true copy of Minden Gross'

accounts dated May 27, 2019, July 5, 2019 and September 20, 2019 with

respect to the fees and disbursements incurred by Minden Gross in relation

to these receivership estates for the period March 13, 2019 to August 30,

2019.

4. The accounts also include a chart which sets out the hourly billing

rates of Minden Gross for the period of March 13, 2019 to August 30, 2019,

in respect of the invoices rendered by Minden Gross to the Receiver.

5. I make this Affidavit in support of a motion by the Receiver for, inter

alia, approval of the fees and disbursements of its counsel, Minden Gross.

SWORN before me at the City of )

Toronto, in the Province of Ontario, this ~ ~a)f--Of September, 2019 ) , t Commissioner, etc, )

#3856085 vi 1411334 I

- 3 -

This is Exhibit "A" referred to

in the Affidavit of Kenneth L. Kallish

Sworn this

,, /' [ 100

'MINDEN

GROSS 1:J

PERSONAL AND CONFIDENTIAL

BDO Canada Limited 25 Main Street West Suite 805 Hamilton, ON L8P lHl

Re: D.M. Robichaud Associates Ltd. (Receivership)

To Professional Services: Our Fees: Disbursements:

Total Fees and Disbursements:

GST/HST Tax: On Professional Fees: On Taxable Disbursements:

Total GST/HST Tax:

TOTAL DUE ON THIS ACCOUNT:

$105,104.00 1,552.67

$106,656.67

$13,663.52 99.15

$13,762.67

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE or I .3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990. PURSUANT TO THE SOLICITORS ACT.

Minden Gross 11 p · ,1 C:

barristers &solicitors j O 145 king street west, suite 2200 toronto,on,canada m5h 4g2 tel 416.362.3711 fax 416.864.9223 www.mindengross.com

IN ACCOUNT WITH

DATE

FILE NUMBER

GST/HST Reg. #

INVOICE#

27-May-19 4113341

11943 7556 RT

411464

$106,656.67

13,762.67

$120,419.34

"l"""r

iiT MERITAS LAW FIRMS WORLDWIDE

rMINDEN

GROSS 1:_J FILE NUMBER

TO PROFESSIONAL SERVICES RENDERED in connection with the above-noted matter:

13-Mar-19 Kallish, K. Telephone conference with Brad re background and next steps; review and comment on sales process procedure;

13-Mar-19 Dunn, T. Consider background to Interim Receiver appointment and sales process; reviewing bid process and receiving e-mail correspondence re: same;

14-Mar-19 Kallish, K. Draft Non-Disclosure Agreement; telephone conferences with Brad re outstanding issues; forward Non-Disclosure Agreement to Brad; telephone conferences re payroll issues; conference call with RBC, its counsel and Interim Receiver re payroll and other issues;

14-Mar-19 Kallish, K. Consider RBC Affidavit in support oflnterim Receiver appointment; consider amendment to Interim Receiver Order and Interim Receiver report; review First Report oflnterim Receiver and telephone conference with Interim Receiver re same;

14-Mar-19 Slattery, R. Receive & review Appointment Order & Record; various emails re motion; prepare Notice of Motion;

14-Mar-19 Slattery, R. Receive & review draft Order; review & revise motion materials & serve; telephone calls with counsel; receive, review & serve Interim Receiver Report;

14-Mar-19 Dunn, T. Preparing Asset Purchase Agreement; reviewing Appointment Order; revising Asset Purchase Agreement; reviewing Application Record and further revisions to Asset Purchase Agreement;

14-Mar-19 Kamyabi-nassabi, S. Meet with K. Kallish; review file; review exchange of correspondence; attend conference call; internal correspondence; exchange correspondence with counsel for union; call with counsel for union; review draft Order;

15-Mar-19 Kallish, K. Email correspondence re amending Order and AIR receipts; telephone conference with Receiver re outstanding issues; consider draft Asset Purchase Agreement;

15-Mar-19 Slattery, R. Various emails re motion & Amending Order;

15-Mar-19 Dunn, T. Revising Asset Purchase Agreement; e-mail correspondence re: Asset Purchase Agreement; consider next steps; reviewing bid submission protocol; consider lease and e-mail correspondence re: same;

15-Mar-19 Kamyabi-nassabi, S. Prepare for motion; exchange correspondence with counsel for RBC; attend motion; internal correspondence;

15-Mar-19 Kamyabi-nassabi, S. Correspondence from counsel to LIUNA;

16-Mar-19 Kamyabi-nassabi, S. Review correspondence & Certificate from interim receiver;

""'l"""I""

Page 2

4113341

'I 6 7

1.20 hrs 594.00

.40 hrs 198.00

3.70 hrs 1831.50

1.10 hrs 544.50

1.60 hrs 792.00

.90 hrs 445.50

2.10 hrs 1039.50

3.00 hrs 1050.00

1.20 hrs 594.00

.30 hrs 148.50

2.00 hrs 990.00

3.10 hrs 1085.00

.20 hrs 70.00

.20 hrs 70.00

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.


'MINDEN Fl LE NUMBER 4113341

GROSS 1:_J ,. 6 l

17-Mar-19 Dunn, T. Consider AP A and e-mail correspondence with interim .60 hrs 297.00 receiver re: same; reviewing Sales Process Procedures;

18-Mar-19 Kallish, K. Review Interim Receiver Second Report and email 2.30 hrs 1138.50 correspondence re form of Appointment Order; email correspondence re appraisal; consider letter from Union and email correspondence with Borrower; lengthy telephone conference with Receiver re outstanding issues and borrowing limit; draft response to Union counsel;

18-Mar-19 Slattery, R. Numerous emails & telephone calls re motion; receive & .70 hrs 346.50 review report x2;

18-Mar-19 Dunn, T. E-mail correspondence re: draft AP A and equipment lease 1.80 hrs 891.00 enquiries; revising AP A; reviewing second report of interim receiver and e-mail correspondence with counsel for RBC; e-mail correspondence with interim receiver; consider real property lease agreement and ancillary documents; discussion with interim receiver re: lease extension issues and e-mail correspondence re: same;

19-Mar-19 Kallish, K. Review estimated costs of 2 projects; conference call with 2.10 hrs 1039.50 Receiver and RBC and counsel re status of outstanding projects; email correspondence with Receiver re various issues; email correspondence with counsel for Union; email correspondence re A/Rs and holdback issues; review summaries re AIR and holdbacks;

19-Mar-19 Kallish, K. Consider Barrie K; telephone conference with Interim 1.20 hrs 594.00 Receiver re outstanding issues; email correspondence re project expenses; email correspondence with Brad re response to Barrie;

19-Mar-19 Slattery, R. Numerous emails & telephone calls re Appointment Order; 2.30 hrs 1138.50 review & revise Order x2;

19-Mar-19 Slattery, R. Further emails & telephone calls re Receiver issues & .40 hrs 198.00 Appointment Order; letter to M. Lerner;

19-Mar-19 Dunn, T. E-mail correspondence from RBC, counsel for RBC and 1.80 hrs 891.00 interim receiver and consider next steps re: AIR status, asset values and lease payment issues, consider TD leased assets, borrowing charges and timing for contract completion; reviewing data room re: lease agreements etc.;

20-Mar-19 Kallish, K. Review proposed receivership Order and email 1.00 hrs 495.00 correspondence re job status and other issues; telephone conference with Receiver re potential offer and discuss same;

20-Mar-19 Kallish, K. Email correspondence re receivership Order; .40 hrs 198.00

20-Mar-19 Slattery, R. Numerous telephone calls & emails re motion; receive & 1.20 hrs 594.00 review further draft of Order & Report;

20-Mar-19 Slattery, R. Numerous emails re motion; prepare for motion; .40 hrs 198.00

-v-"'I" ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RA TE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.

TIT MERITAS LAW FIRMS WORLDWIDE

!MINDEN FILE NUMBER 4113341

GROSS 1:_J ,1

6 !

20-Mar-19 Dunn, T. Discussions with interim receiver and consider Second Report 1.00 hrs 495.00 and related documents, equipment lease issues and comments of union on appointment order;

21-Mar-19 Kallish, K. Email correspondence re Order appointing Receiver; .30 hrs 148.50

21-Mar-19 Slattery, R. Numerous emails & telephone calls re motion; prepare for & 4.80 hrs 2376.00 attend court; further emails & telephone calls re Endorsement and Order;

21-Mar-19 Slattery, R. Numerous emails & telephone calls re Endorsement and 1.80 hrs 891.00 Order;

21-Mar-19 Dunn, T. Consider opposition to appointment and terms of compromise .20 hrs 99.00 order;

22-Mar-19 Kallish, K. Email correspondence re second amending Order and GFL .60 hrs 297.00 refusal to provide services;

22-Mar-19 Slattery, R. Letter to Hainey, J.; various emails re Order; .50 hrs 247.50

22-Mar-19 Slattery, R. Various emails with court re Order; letter to counsel re same; .40 hrs 198.00

22-Mar-19 Dunn, T. Consider refusal of GFL to honour contract for waste removal; 1.00 hrs 495.00 various e-mail correspondence re: appointment order and GFL issue; reviewing endorsement to interim receiver appointment order; various e-mails re: equipment lease agreements and reviewing purchase offer from Capital Sewer;

24-Mar-19 Dunn, T. Consider initial comments on form of offer from Capital .50 hrs 247.50 Sewer; reviewing TD lease including schedules etc.; e-mail correspondence re: same;

25-Mar-19 Kallish, K. Email correspondence re GFL provision of services; .20 hrs 99.00

25-Mar-19 Slattery, R. Telephone call with B. Newton; review Killamey project; .50 hrs 247.50 letter to owner;

25-Mar-19 Dunn, T. Reviewing equipment leases and form of offer from Capital 2.90 hrs 1435.50 Infrastructure Group and consider PPSA searches; receiving e-mail correspondence re: GFL; e-mail correspondence with interim receiver re: appraisal values and next steps with Capital offer;

26-Mar-19 Kallish, K. Email correspondence re offer to purchase; telephone 1.40 hrs 693.00 conference with Receiver re outstanding issues; consider termination letter and provide comments to Interim Receiver; telephone conference with counsel for Richmond Hill;

26-Mar-19 Slattery, R. Prepare S. 39 letter; various emails re claims; .60 hrs 297.00

'"l"""'I"" ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT TI-IE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. I 990, PURSUANT TO THE SOU CITO RS ACT.



GRoss 1:_;

✓I r• r, l /~ u '

26-Mar-19 Dunn, T. Reviewing real property lease re: leasehold improvements; 5.10 hrs 2524.50 reviewing offer submitted by Capital Infrastructure and drafting comments on same and telephone discussions with interim receiver re: same; consider next steps on sales process and deal in principal with Capital; consider Humberview leases and issues with Town of Richmond Hill; attend conference call with interim receiver re: business terms for purchase transaction; discussion with counsel for purchaser re: terms of AP A; consider appraisal issues and sharing appraisal after closing but not for reliance purposes; revising AP A; receiving and reviewing AP A revisions from counsel for purchaser; e-mail correspondence with counsel for purchaser re: appraisal and Model form of Approval and Vesting Order etc. and consider revisions to AP A; consider next steps;

27-Mar-19 Slattery, R. Various emails re receivership issues; .30 hrs 148.50

27-Mar-19 Dunn, T. Reviewing leases, PMSI claims by TD, Humberview and Foss 2.10 hrs 1039.50 and considering related searches etc.; consider intellectual property owned by Robichaud; follow up on AP A comments from counsel for Capital; consider amendments to AP A; revising AP A; consider trademark and other IP information; discussions and various e-mail correspondence with counsel for purchaser re: AP A terms;

28-Mar-19 Kallish, K. Consider Barrie Termination Notice; email correspondence re 1.00 hrs 495.00 Black and Veatch and APS; email correspondence re Humberview leases and Foss leases;

28-Mar-19 Slattery, R. Various emails re receivership; .30 hrs 148.50

28-Mar-19 Dunn, T. E-mail correspondence with Receiver re: receivables owing to 3.80 hrs 1881.00 D.M. Robichaud; reviewing lease documents, ancillary documents, PPSA searches and PMSI related claims; consider missing documents for each of Foss, TD and Humberview lease arrangements; various e-mail correspondence with counsel for purchaser re: proposed amendments to AP A; consider offer to purchase outstanding issues; various discussions with interim receiver and counsel for purchaser re: final revisions to AP A; consider timing for court attendance and reviewing correspondence from purchaser;

29-Mar-19 Kallish, K. Email correspondence re APS; telephone conference with 1.60 hrs 792.00 Interim Receiver and counsel for Nova Scotia lien claimant Clean Air; telephone conference with Interim Receiver re various issues;

29-Mar-19 Slattery, R. Receive & review AP A; review report for sale approval; .50 hrs 247.50 various emails re motion;

29-Mar-19 Dunn, T. Consider addition of 3 vehicles to excluded asset list; various 3.00 hrs 1485.00 e-mail correspondence re: scope of purchased assets;

30-Mar-19 Dunn, T. Review comments on Third Repo1t and consider next steps; .20 hrs 99.00

-...,..,.,-ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE 01' 1.3% PER ANNUM AS PROVIDED FOR IN SECTION I 28 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.

iii MERITAS LAW FIRMS WORLDWIDE


GRoss 1:_;

/I 7 'I 1

31-Mar-19 Dunn, T. Reviewing Third Report and consider comments; .50 hrs 247.50

l-Apr-19 Kallish, K. Review Third Report of Receiver; .40 hrs 198.00

l-Apr-19 Kallish, K. Email correspondence re Third Report; email correspondence .40 hrs 198.00 with counsel for Richmond Hill re payments to Union/employees;

l-Apr-19 Slattery, R. Receive & review report & appendices; prepare motion; 1.00 hrs 495.00 receive & review S.39 letter; review backup documents; telephone call with B. Newton;

1-Apr-19 Dunn, T. Revising Third Report of Interim Receiver; finalizing report; 2.20 hrs 1089.00 consider deposit status and Court timing etc.; various e-mail correspondence with purchaser and counsel re: timing for deposit;

2-Apr-19 Kallish, K. Telephone conference and email correspondence with .40 hrs 198.00 Receiver re position of bonding company re Richmond Hill project;

2-Apr-19 Slattery, R. Various emails & telephone calls re bonding company & .50 hrs 247.50 motion;

2-Apr-19 Dunn, T. Follow up re: deposit; reviewing vehicle lease documents re: 2.50 hrs 1237.50 PMSI review for each ofHumberview, Foss and TD leases; preparing analysis of PM Sis; receiving e-mail from purchaser re: confirmation of wire transfer for deposit under AP A; e-mail correspondence re: deposit issues;

3-Apr-19 Kallish, K. Email correspondence re estate matters; .30 hrs 148.50

3-Apr-19 Slattery, R. Telephone call with B. Newton; telephone call with M. .60 hrs 297.00 Lerner; various emails re motion x2;

3-Apr-19 Dunn, T. E-mail correspondence from counsel for RBC re: law on 1.20 hrs 594.00 priming receiver's charge etc.; consider employee term and task letter; revising summary re: equipment leases and PMSI analysis; reviewing and revising employee term and task letter;

3-Apr-19 Zinman, A. Receive and review correspondence from client re consulting 3.50 hrs 1225.00 agreement; redraft consulting agreement, correspondence to client re same

4-Apr-19 Kallish, K. Email correspondence re outstanding issues; .20 hrs 99.00

4-Apr-19 Slattery, R. Telephone call with B. Newton; telephone call with P. Cho; 1.00 hrs 495.00 telephone call with M. Lerner; review contracts & case law;

4-Apr-19 Slattery, R. Dictate Notice of Motion & Record; letter to P. Cho; .60 hrs 297.00

4-Apr-19 Dunn, T. Confirmation of deposit receipt; consider next steps and 1.20 hrs 594.00 prepare Approval and Vesting Order, closing agenda, related closing documents, etc.;

5-Apr-19 Kallish, K. Email correspondence re various estate matters; .30 hrs 148.50

,....,,. ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF I .3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.


'MINDEN FILE NUMBER 4113341

GROSS 1:_J A r7 1'1

! j L I

5-Apr-19 Slattery, R. Review & revise Motion Record; .50 hrs 247.50

5-Apr-19 Dunn, T. E-mail correspondence re: employee term and task letter; 4.70 hrs 2326.50 revising lease analysis; drafting closing agenda; revising A VO; further revisions to employee term/task letter; reviewing Humberview documents; consider PMSI issues and asset removal time; consider IP claim by Electro Scan and reviewing correspondence from counsel for Electro Scan;

7-Apr-19 Dunn, T. Reviewing Humberview lease and related documents re: PMSI 1.10 hrs 544.50 analysis;

8-Apr-19 Kallish, K. Email correspondence re APS and A VO motion; .40 hrs 198.00

8-Apr-19 Slattery, R. Numerous emails & telephone calls re sale of assets, motions 1.30 hrs 643.50 x2, bonding company; review & revise record;

8-Apr-19 Slattery, R. Review supplier amount; prepare demands; letter to M. .60 hrs 297.00 Lerner;

8-Apr-19 Dunn, T. Reviewing multiple Humberview lease issues and preparing 3.90 hrs 1930.50 report to interim receiver re: same; consider Electro Scan IP challenge and next steps; reviewing Electro Scan documents and various e-mails re: same; reviewing AIR summary; consider amendments to A VO and next steps on sale; telephone call to K. Finnerty, counsel for Electro Scan; revising PMSI report and reviewing lease documents re: Humberview; consider terms of Electro Scan sale documents and various e-mail correspondence re: same;

9-Apr-19 Kallish, K. Email correspondence re A VO motion; telephone conference 1.20 hrs 594.00 with Receiver re Nova Scotia issues; email correspondence with potential purchaser re sales status;

9-Apr-19 Slattery, R. Numerous emails & various telephone calls re motion x2, lien 1.00 hrs 495.00 & bond issues;

9-Apr-19 Slattery, R. X2 letter from bonding company; telephone call with B. .60 hrs 297.00 Newton; letter to Lenczner;

9-Apr-19 Dunn, T. Preparing closing documents; consider service issues and 2.10 hrs 1039.50 revising A VO; revising report re: PMSI claim by Humberview; consider Electro Scan issues and various e-mail sand discussions with Receiver and counsel for Electro Scan; consider outstanding issues with receivership motion and dispute with Electro Scan; consider comments on A VO;

10-Apr-19 Kallish, K. Email correspondence with Receiver re Richmond Hill refusal 1.90 hrs 940.50 to pay Interim Receiver and position of Trisura; consider letter from Trisura counsel and respond; lengthy conference call with Receiver and RBC re funding issues;

10-Apr-19 Slattery, R. Letter to M. Lerner; various emails re AR & payables; .60 hrs 297.00

''"'I"'""!"' ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RA TE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.

iIT MERITAS LAW FIRMS WORLDWIDE


GROSS 1:_J /I '7 ! !

10-Apr-19 Slattery, R. Review schedule of projects; conference call with counsel for 1.30 hrs 643.50 RBC; various emails re claims, sale process, liens etc.; telephone call with B. Newton;

10-Apr-19 Dunn, T. Preparing closing documents, PMSI issues and lease review; 4.00 hrs 1980.00 consider additions to service list; various e-mail correspondence re: closing agenda and form of AVO etc.; consider terms of Orders re: sale authorities etc. and consider service issues; consider priority claims; various e-mail correspondence with counsel for Electro Scan and consider Electro Scan assignment issue; consider lien claim expected from Eastern Trenchless;

1 l-Apr-19 Kallish, K. Numerous emails re estate matters; consider letters from .90 hrs 445.50 Trustee and their counsel and letter from counsel for Union re payment in Richmond Hill Project;

1 l-Apr-19 Dunn, T. Revisions to closing agenda and closing documents with 3.70 hrs 1831.50 Capital; e-mail correspondence with J. Bowles of Eastern Trenchless re: creditor claims process; follow up on Electro Scan issue and engage in lengthy discussions and e-mail correspondence with counsel for the purchaser re: same; revising closing documents; consider summary of union due arrears and closing logistics; consider issues surrounding equipment being held at Vortex in US - unpaid repair costs for robot; various discussions and e-mail correspondence re: employees not prepared to continue on past tomorrow;

12-Apr-19 Kallish, K. Review and revise First Report of Receiver re claims bar 1.90 hrs 940.50 process; telephone conference with Receiver re same; draft Claims Bar Order;

12-Apr-19 Dunn, T. Consider amendments to A VO language and next steps; 5.50 hrs 2722.50 consider position of Electro Scan and next steps with closing documents - assignment of agreement to newco etc.; various e-mail correspondence with counsel for purchaser re: further revisions to Closing Agenda, amendments to closing documents and consider Electro Scan issue and response to counsel for Electro Scan; Reviewing case law re: withholding of consent; revising letter to K. Finnerty, counsel for Electro Scan re: same; consider post-closing documents etc. and revising closing documents; consider various closing matters and Electro Scan response; revising A VO; consider position of RBC on union payment; receive confirmation purchaser is content with MG approach with Electro Scan objection; telephone call with interim receiver re: union issues; various e-mail correspondence with counsel for purchaser on closing documents;

13-Apr-19 Dunn, T. E-mail correspondence with interim receiver re: PMSI claims .30 hrs 148.50 and letter to vehicle lessors; e-mail correspondence with interim receiver re: require invoices for certain robot repairs by Vortex re US;

'l"""'I" ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.

Tii MERITAS LAW FIRMS WORLDWIDE

'MINDEN

GRoss 1:_;

14-Apr-19 Dunn, T.

15-Apr-19 Kallish, K.

15-Apr-19 Slattery, R.



15-Apr-19 Dunn, T.




16-Apr-19 Dunn, T.

16-Apr-19 Zito, S.



Page 9

FILE NUMBER 4113341

Revisions to closing documents; revising letter to Foss and 2.10 hrs 1039.50 Humberview re: rejection of PMSI claims;

Consider letter from RBC counsel to Bondo counsel and 1.00 hrs 495.00 lengthy telephone conference with Receiver re outstanding issues and next steps;

Various telephone calls & emails with counsel to bonding 1.50 hrs 742.50 company; numerous emails & telephone calls re motion; receive & review draft receiver report;

Various emails re AVO & motion; prepare for & attend before 1.40 hrs 693.00 Hainey, J.;

Various emails & telephone calls re report & motion; .80 hrs 396.00

Reviewing AP A and consider A VO language; consider and 5.50 hrs 2722.50 address opposition of Electro Scan to sale of its equipment; consider Receiver's Certificate and assets to be titled in favour of Capital Infrastructure on closing; revising letter to Foss and Humberview re: PMSI claim rejection; consider photocopier lease documents; preliminary review ofRBC security; revising closing documents; revising closing agenda; comments on purchaser's draft documents; consider position of counsel for Humerview on PSMI claim; lengthy discussions with counsel for Humberview re: PMSI rejection issues; researching case law re: true vs. financing leases;

Review various emails re lease matters and closing of asset .40 hrs 198.00 sale;

Various emails re motion & report; telephone call with City of .40 hrs 198.00 Toronto;

Telephone call with Esposito; review & revise report; prepare 1.50 hrs 742.50 for motion;

Consider TD PMSI claim; revising security review; preparing 2.60 hrs 1287.00 letter re: TD PMSI claim; various discussions with counsel for Robichaud on Articles of Amendment to change name post-closing; various correspondence with counsel for Humberview re: court material service issues, PMSI priority issue and rejection of argument that lease is "true" lease;

Prepare special resolution approving Articles of Amendment; .60 hrs 75.00 prepare draft Articles of Amendment;

Review and comment on Fourth Report of Receiver; 1.30 hrs 643.50

Various emails re report & motion; .40 hrs 198.00

....,........ ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF I .3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.0. 1990, PURSUANT TO THE SOLICITORS ACT.

Tii MERITAS LAW FIRMS WORLDWIDE


GROSS 1:J ,1 r-1 I / '

17-Apr-19 Dunn, T. Consider status of closing agenda and documents and various 3.10 hrs 1534.50 e-mail correspondence with counsel for purchaser re: same; confirmation provided to counsel for Electro Scan that her objections were raised with Court; consider further revisions to Closing Agenda and documents; consider TD position on PMSI claim and reviewing lease issues; consider closing documents and timing for closing; consider PMSI analysis re: Humberview leases for certain units;

17-Apr-19 Bogoroch, S. Analysis of Vehicle Lease Agreement; research re: language 3.00 hrs 300.00 of PPSA; meeting with T. Dunn;

18-Apr-19 Kallish, K. Consider letters to various leases; consider Trisura motion 1.00 hrs 495.00 record;

18-Apr-19 Dunn, T. Consider position of counsel for Humberview re: PMSI claim 2.10 hrs 1039.50 and reviewing case law; consider asset removal logistics etc.; numerous e-mail correspondence and telephone calls with counsel for Humberview re: PMSI claims; reviewing Receiver's 4th Report; consider proposed amendment to Bill of Sale and other documents;

21-Apr-19 Dunn, T. Reviewing and revising Closing Agenda and closing .90 hrs 445.50 documents and e-mail correspondence with counsel for purchaser re: outstanding issues and documents and arrange closing logistics and timing;

22-Apr-19 Kallish, K. Lengthy meeting with Receiver re Wednesday motion and 1.00 hrs 495.00 position of stakeholders and outstanding issues;

22-Apr-19 Slattery, R. Receive & review Motion Record, Factum & Brief of 2.00 hrs 990.00 Authorities from Trisura, various emails re same; Telephone call with S. Babe;

22-Apr-19 Slattery, R. Letter from and letter to S. Babe; x2 telephone calls with B. 1.80 hrs 891.00 Newton; letter from Koskie; telephone call with Koskie; review Factum, affidavits & prepare for motion;

22-Apr-19 Dunn, T. Various and numerous e-mail correspondence with counsel for .70 hrs 346.50 purchaser and interim receiver re: closing documents and logistics;

22-Apr-19 Bogoroch, S. Analysis of Break-Away Photocopier lease; 2.00 hrs 200.00

23-Apr-19 Slattery, R. Receive & review RBC Supplementary Record, Factum & 1.50 hrs 742.50 Brief of Authorities; various emails & telephone calls re motion;

23-Apr-19 Slattery, R. Telephone call with P. Cho re Richmond Hill; receive & 2.00 hrs 990.00 review City of Toronto pleadings; various emails & telephone calls re Saertex claim; prepare for motion; receive & review draft Order & emails re same;

. ...,,....,,.. ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.



GRoss 1:_; '! n

! I

23-Apr-19 Dunn, T. Review position of counsel for TD on PMSI rejection; various 1.50 hrs 742.50 and numerous e-mail correspondence with counsel for purchaser re: closing documents and issues; consider equipment repair issue in US; discussions with receiver re: same; consider ability of shareholders of Robichaud to execute name change articles; consider Humberview PMSI rejection;

23-Apr-19 Zito, S. Revise special resolution and draft Articles of Amendment; .60 hrs 75.00

24-Apr-19 Kallish, K. Review email correspondence re lien claim; attend 2.60 hrs 1287.00 receivership motion; consider Lerner letter re Richmond Hill AIR; email correspondence with Cho re Richmond Hill maintenance contract;

24-Apr-19 Slattery, R. Prepare for & attend Court before McEwan, J.; 3.20 hrs 1584.00

24-Apr-19 Slattery, R. Various emails & telephone calls re Richmond Hill, Halifax, .80 hrs 396.00 motion & supplemental report;

24-Apr-19 Slattery, R. Various emails & telephone calls with client & counsel for 1.20 hrs 594.00 claimants; emails & telephone calls re service & vesting issues on equipment sale;

24-Apr-19 Dunn, T. Review Photocopier lease and rejection of PMSI claim; follow 5.00 hrs 2475.00 up with counsel for Vortex on repair of robot in US and discussions with counsel for TD re: outstanding documents to support TD PMSI claim; various e-mail correspondence re: TD lease issues; several telephone discussions with counsel for purchaser re: closing documents and removal of assets from premises; reviewing Humberview lease documents and review of PMSI claims by Humberview; various e-mails and discussions with counsel for Humberview re: same; consider asset removal logistics; issues with purchasers continued occupation at premises post-closing; consider allocation of sales proceeds; settlement discussions with counsel for Vortex re: robot repair costs;

24-Apr-19 Mcfarlane, S. Pleadings - Enter court order; .60 hrs 90.00

24-Apr-19 Mcfarlane, S. Pleadings - File Report; .60 hrs 90.00

24-Apr-19 Mcfarlane, S. Pleadings - File Notice of Motion; .60 hrs 90.00

25-Apr-19 Kallish, K. Consider email correspondence re closing of sale of assets, .30 hrs 148.50 Humberview PMSi issue and cutter in South Carolina;

25-Apr-19 Slattery, R. Review Richmond Hill contract documents; .40 hrs 198.00

..,,....,... ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. I 990, PURSUANT TO THE SOU CITO RS ACT.


!MINDEN

GROSS 1:J 25-Apr-19 Dunn, T.

25-Apr-19 Bogoroch, S.




26-Apr-19 Dunn, T.

27-Apr-19 Dunn, T.



FILE NUMBER

Discussions with counsel for Robichaud re: OBCA requirements for post-closing name change; telephone discussions with interim receiver re: update on exit by purchaser from premises and robot repair issue in US, PMSI issues and status of closing; numerous discussions with counsel for purchaser re: removal of assets from premises and e-mail correspondence with counsel for Vortex re: settlement of Vortex repair accounts etc.; numerous and various e-mail correspondence with receiver and counsel for purchaser re: occupation issues, inconsistencies with financing values and purchase price allocation issues; consider confirmation from counsel for Humberview re: PMSI abandonment on all vehicles except 2; numerous discussions and e-mail correspondence with counsel for purchaser re: revisions of purchaser documents; receive request for documents from BNS, lender to purchaser; e-mail correspondence with counsel for TD re: explanation for date of delivery and need for Affidavit in support of same; e-mail correspondence with counsel for TD re: TD PMSI;

Reviewed PPSA searches for registration;

Review Supplemental Report to Fourth Report and provide comments;

Review & revise report; prepare motion record;

Review & revise motion record & serve;

Preparing letter to Break-Away re: failure to create PMSI; consider closing logistics etc.; consider sale of assets subject to rejected PMSI claims; reviewing Humberview lease documents and explanation for vehicle identification discrepancy etc.; numerous e-mail correspondence re: Purchaser financing, removal timing and logistics and per diem charge if purchaser occupies premises post-closing;

Consider options for interim receiver in event purchaser will not close as agreed; various e-mail correspondence with Receiver re: same;

Email correspondence re closing status; consider Receiver motion record and Trisura Bonds on Richmond Hill contract; consider BDO emails with various creditors re payment/settlement of debt;

Various emails & telephone calls re motion x3; prepare for motion;

~

Page 12

4113341

4.60 hrs 2277.00

1.00 hrs 100.00

.90 hrs 445.50

1.00 hrs 495.00

.40 hrs 198.00

3.00 hrs 1485.00

.40 hrs 198.00

.90 hrs 445.50

1.50 hrs 742.50



'MINDEN

GROSSL:J

29-Apr-19 Dunn, T.



30-Apr- I 9 Slattery, R.

30-Apr-19 Dunn, T.

I -May-19 Slattery, R.

I-May-19 Dunn, T.

2-May-19 Kallish, K.

2-May-19 Slattery, R.

2-May-19 Dunn, T.

Our Fee: GST/HST:

Total Fees and GST/HST:

FILE NUMBER

Research PPSA PMSI priority and registration issues; reviewing lease documents for Humberview Units 80109 and 80226 and e-mail correspondence re: same; consider outstanding PMSI issues and outstanding TD vehicle ownership documents; consider status of closing; consider Affidavit of Alane MacDonald of TD re: support for PMSI claim; consider purported lien by Ontario Evacuating;

Consider email from R.H. counsel; consider outstanding issues and draft Order appointing Receiver and provide comments; email correspondence re asset closing;

Prepare Richmond Hill Order & various emails re same; prepare for and attend court before Hainey, J.;

Numerous emails & telephone calls re Orders x2;

Numerous e-mail correspondence and lengthy telephone discussions with counsel for purchaser re: closing issues and removal of assets from business premises; e-mail correspondence with counsel for Vortex re: robot repair proposal; consider terms of post-closing premises occupation and outstanding closing documents; consider WSIB certificate provided by purchaser;

Various emails re settle terms of orders x2; attend court before Hainey, J.;

Exchange original closing documents; arrange for filing of Receiver's Certificate with Court; exchange e-mails with counsel for TD re: TD PMSI issue; arrange post-closing exchange of original documents etc.; delivery of insurance certificate by purchaser for post-closing occupation of premises;

Telephone conference with Receiver re landlord position on clean-up and purchaser position on asset removal; review APS;

Various telephone calls & emails re sale proceeds, claims procedure order, City of Toronto litigation;

E-mail correspondence with auctioneer re: sale of excluded assets; consider appraisal values for assets to be sent to auction etc.;

·..,.....,.-

4113341

2.90 hrs

2.00 hrs

7.00 hrs

1.40 hrs

2.60 hrs

2.20 hrs

1.30 hrs

.50 hrs

1.40 hrs

.50 hrs

Page 13

'! ' 8

1435.50

990.00

3465.00

693.00

1287.00

1089.00

643.50

247.50

693.00

247.50

105,104.00 13,663.52

$118,767.52

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF I .3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.


!MINDEN

GROSS 1:_J FILE NUMBER 4113341

Disbursements:

Agent Service/Filing/Registration Fees/Reports Agent Service/Filing/Registration Fees/Reports Black Binders/Binding Certificate - Status Deliveries File Articles of Amendment - Non Taxable File Notice of Motion - Non Taxable File Notice of Motion - Non Taxable Writ Search (OWL/CSP) Photocopy/Document Impression Postage Charges/Registered Mail Search Bankruptcy- Superintendent of Bankruptcy Search Corporate - Profile Report Search PPSA Search Sec. 427 of Bank Act Telephone Long Distance Charges Telephone Long Distance Charges Travel ( cab/prk/car rental/hotel)

Total Disbursements: GST/HST on taxable disbursements:


ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT,

R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.

65.00 85.00 88.10 27.00 10.24

150.00 320.00 320.00 50.00 51.75

128.45 31.00 81.00 86.00 14.00 35.57

6.01 3.55

$1,552.67 99.15

$1,651.82

,,,..,,,-

$1,651.82

$120,419.34


'MINDEN

GROSS 1:J FILE NUMBER 4113341

PRE-BILL SUMMARY INFORMATION

Area of Legal Rate Per Name Professional Category Expertise Hour

Kanish, K. Senior Partner BANKRUPTCY 495.00

Slattery, R. Senior Partner LITIGATION 495.00

Dunn, T. Senior Partner BANKRUPTCY 495.00

Kamyabi-Nassabi, Senior Assoc LITIGATION 350.00 S.

Zinman, A. Assoc Partner LAB/EMPLOY. 350.00

McFarlane, S. Clerk-Liti LITI. CLERKS 150.00

Zito, S. Clerk-CorpServ CORP .SERVICES 125.00

Bogoroch, S. Articling Stud STUDENT 100.00

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. I 990, PURSUANT TO THE SOLICITORS ACT.

'! G 0

Total Region Hours Total Value

Tor. 39.50 $19,552.50

Tor. 60.90 $30,145.50

Tor. 102.80 $50,886.00

Tor. 6.50 $2,275.00

Tor. 3.50 $1,225.00

Tor. 1.80 $270.00

Tor. 1.20 $150.00

Tor. 6.00 $600.00

Totals: 222.2 $105,104.00

-.,....,,-TIT MERITAS LAW FIRMS WORLDWIDE

'MINDEN

GROSS 1_:J



REMITTANCE PAGE

Minden Gross I Ip barristers &solicitors !45kingstreet west,suite2200 '! 8 tor onto, on, can ad a m5h 4g2 tel 416.362.3711 fax 416.864.9223 www.m in den gross.com

[N ACCOUNT WTTH

DATE

FILE NUMBER

GST/HST Reg. #

INVOICE#

27-May-19

4113341

119437556RT

411464

For professional services rendered in connection with the above-noted matter.

Our Fees GST/HST Disbursements GST/HST on taxable disbursements

TOTAL AMOUNT DUE ON THIS ACCOUNT

105,104.00 13,663.52

1,552.67 99.15

$120,419.34

For payment by wire transfer requiring our banking information please contact Accounts Receivable at ( 416) 369-4328.

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.0. 1990, PURSUANT TO THE SOLICITORS ACT.

,....,... iii MERITAS LAW FIRMS WORLDWIDE

!MINDEN

GROSSL:J







Total GST/HST Tax:


$28,071.00 674.56

$28,745.56

$3,649.23 87.69

$3,736.92

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT Tl-IE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT,


Minden Gross II p barristers &solicitors 145 king street west, suite 2200 'I toronto,on,canada m5h 4g2 ' tel 416.362.3711 fax 416.864.9223 www.mindengross.com

IN ACCOUNT WITH

DATE 5-Jul-19

FrLENUMBER 4113341

ori u 1.:

GST/HST Reg. # I I 943 7556 RT

INVOICE# 412729

$28,745.56

3,736.92

$32,482.48

,,........ iiT MERITAS LAW FIRMS WORLDWIDE

'MINDEN

GROSS 1:_J FILE NUMBER


3-May-19 Slattery, R. Various emails & telephone calls re claims order, City of Toronto claim; receive & review Pallett Valo memo;

3-May-19 Dunn, T. Consider position of counsel for Vortex re: repair settlement; prepare real property lease disclaimer; various e-mails and discussions re: timing for vacating premises and purchaser concerns with certain assets to be removed and consider robot repair settlement issues; consider breach by purchaser of removal agreement; consider value of assets to be auctioned and threshold under Appointment Order for sale without Court Order; disclaimer to be effective today and landlord will deal with purchaser on remaining asset removal and premises clean-up;

3-May-19 Dunn, T. E-mail correspondence with receiver re: asset sale ceiling under Appointment Order threshold;

4-May-19 Kallish, K. Review receivership Order; consider numerous emails re sales of vehicles, creditors re claims and City of Toronto claim;

6-May-19 Kallish, K. Review claims forms and provide comments to Receiver; email correspondence with purchaser's counsel re landlord issues;

6-May-19 Slattery, R. Various emails re claims process, payments & orders;

6-May-19 Dunn, T. Receiving e-mails from receiver and auctioneer re: documents required to permit sale of leased assets at auction; consider e-mail correspondence re: dispute respecting assets not removed by purchaser and retrieving robot from the US;

7-May-19 Kallish, K. Consider email re vehicle sales;

7-May-19 Kallish, K. Email correspondence with Receiver re outstanding issues;

7-May-19 Slattery, R. Various emails re claims process & customer claim;

7-May-19 Dunn, T. E-mail correspondence with receiver re: purchaser to collect robot in the US as it has reneged on agreement to remove all assets from premises; e-mail correspondence with R. Oliveira of Foss re: still considering PMSI issue and e-mail correspondence with receiver re: same;

8-May-19 Kallish, K. Review letters to customers and letter re claims process and email correspondence with Receiver re same;

8-May-19 Slattery, R. Letter from McMillan; review invoices; various emails re sale, bankruptcy & claims process;

8-May-19 Dunn, T. Receiving e-mail from counsel for TD and reviewing revised Affidavit of A. MacDonald in support of PMSI claim;

8-May-19 Mcfarlane, S. Pleadings - File Certificate;

·.,,.....,.-

4113341

1.30 hrs

2.70 hrs

.10 hrs

.60 hrs

.70 hrs

.40 hrs

.50 hrs

.20 hrs

.30 hrs

.30 hrs

.30 hrs

.20 hrs

.60 hrs

.20 hrs

.60 hrs

Page 2

?J () (~

lu0

643.50

1336.50

49.50

297.00

346.50

198.00

247.50

99.00

148.50

148.50

148.50

99.00

297.00

99.00

90.00

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT,



'MINDEN

GROSS 1_:J



I0-May-19 Slattery, R.

I0-May-19 Dunn, T.


13-May-I 9 Slattery, R.

13-May-19 Dunn, T.



14-May-19 Dunn, T.



15-May-19 Dunn, T.

15-May-19 Mcfarlane, S.

FILE NUMBER

Conference call with Receiver to discuss various estate issues and receive instructions;

Conference call with B. Newton; emails & telephone calls re claims process; review letter from McMillan & case; prepare accounting;

Letter from WierFoulds x2 re Richmond Hill; receive & review chart re trust claims;

E-mail correspondence with counsel for purchaser re: A VO;

Review/consider numerous estate matters, including Richmond Hill payment issue, buyer breach of covenant re occupation of Richmond Hill location; communications with buyer's counsel re same; email correspondence with creditor re mechanic's lien;

Various emails re distribution motion, Saertex & backruptcy; review Pallet Valo memo & pleadings;

Consider outstanding issues re: PMSI claims, robot in US and auction ofnon-PMSI assets; reviewing Affidavit of A. MacDonald re: TD PMSI claim and e-mail correspondence with counsel for TD re: same; e-mail correspondence with counsel for Vortex re: robot collection issues; consider outstanding issues respecting PMSI claims and security opinion; consider security opinion issues re: RBC security;

Review pleadings, expert report & correspondence re city claim & various emails re same; telephone call with B. Newton;

Various emails re City of Toronto claim; receive & review correspondence re same;

Consider vehicle transfer issues and e-mail correspondence and telephone discussions with auctioneer and counsel for Humberview re: same; consider the Transfer and Trust Agreement between Carrus and Humberview and e-mail correspondence with auctioneer re: authority to sell excluded assets etc.;

Email correspondence with Receiver and purchaser counsel re removal of asset from premises and US asset;

Review JTE Damages Report; prepare for meeting with City; review documents re section 39 response;

Consider authorization letter for auctioneer and e-mail correspondence re: same; consider obligations of purchaser to remove purchased assets from premises and e-mail correspondence re: same; e-mail correspondence re: robot issues and asset removal from premises;

Pleadings - Enter court order;

"ll"'""r

4113341

.80 hrs

1.80 hrs

.80 hrs

.20 hrs

1.40 hrs

.70 hrs

1.20 hrs

1.40 hrs

.30 hrs

.80 hrs

.80 hrs

1.00 hrs

.80 hrs

.60 hrs

Page 3

'.! G ii 0 "r

396.00

891.00

396.00

99.00

693.00

346.50

594.00

693.00

148.50

396.00

396.00

495.00

396.00

90.00



rMINDEN FILE NUMBER 4113341

GROSSL:J ,1

8 I

15-May-19 Mcfarlane, S. Pleadings - Pick up at Judge's Reception; .60 hrs 90.00

15-May-19 Mcfarlane, S. Pleadings - Enter court order; .60 hrs 90.00

16-May-19 Kallish, K. Email correspondence with Receiver re outstanding issues and .60 hrs 297.00 telephone conference with Receiver re City of Toronto meeting and other matters;

16-May-19 Slattery, R. Review expert report; telephone call with B. Newton; .60 hrs 297.00

16-May-19 Dunn, T. Consider auction authorization for excluded assets and issues; .40 hrs 198.00

17-May-19 Slattery, R. Review report of expert & background documents; 1.20 hrs 594.00

17-May-19 Dunn, T. E-mail correspondence re: auction of excluded assets; .20 hrs 99.00

19-May-19 Dunn, T. Consider and prepare security opinion and reviewing relevant .80 hrs 396.00 corporate and other searches and consider outstanding issues respecting robot repairs and post-closing matters;

21-May-19 Slattery, R. Review pleadings, background documents/report re City of 1.30 hrs 643.50 Toronto;

21-May-19 Dunn, T. Revising security opinion re: security given by Robichaud to .50 hrs 247.50 RBC and reviewing corporate and other searches;

22-May-19 Slattery, R. Prepare for & attend meeting with B. Newton; 2.00 hrs 990.00

22-May-19 Slattery, R. Receive & review further JTE Report re new claims; .50 hrs 247.50

22-May-19 Dunn, T. Consider repair lien issues and discussion with receiver re: .60 hrs 297.00 same; consider Kai Tire RSLA claim and communicate with receiver re: same; discussion with counsel for purchaser re: robot return;

23-May-19 Slattery, R. Review new damages report; .70 hrs 346.50

23-May-19 Dunn, T. Discussions with counsel for purchaser re: various issues, .30 hrs 148.50 including robot repair and return;

24-May-19 Kallish, K. Email correspondence with Receiver re RSA bonded contract; .20 hrs 99.00

24-May-19 Slattery, R. Emails re MTO issues; telephone call with Pallet Valo; letter 1.00 hrs 495.00 from & letter to McMillan; review AR chart; review litigation documents;

24-May-19 Dunn, T. E-mail correspondence re: auction issues with MTO; consider .50 hrs 247.50 position ofreceiver on robot repair issue and comments with counsel for purchaser;

27-May-19 Kallish, K. Telephone conference with Receiver re collection issues and .50 hrs 247.50 meeting with City of Toronto; consider email correspondence between Receiver and Robichaud counsel re claim;

27-May-19 Slattery, R. Various emails re Traveler's claim; telephone call with B. .70 hrs 346.50 Newton; review MTO issues;

27-May-19 Slattery, R. Telephone call with B. Newton; emails re claims & bonds; .30 hrs 148.50

....,...,.... ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.0. 1990, PURSUANT TO THE SOLICITORS ACT.


'MINDEN

GROSS 1:_J

27-May-19 Dunn, T.


28-May-19 Dunn, T.


29-May-19 Dunn, T.


30-May-19 Dunn, T.

31-May-19 Dunn, T.

1-Jun-19 Dunn, T.

3-Jun-19 Dunn, T.

4-Jun-19 Slattery, R.


4-Jun-19 Dunn, T.


FILE NUMBER

Consider potential claim by purchaser re: robot return and discussions with counsel for purchaser re: same and potential exposure to receiver by purchaser leaving assets at premises; consider motion to compel title transfer to excluded asset vehicles and e-mail correspondence re: same; various communication with counsel for purchaser re: robot repair and return issues;

Various emails re lift stay motion, bankruptcy petition & city Action; telephone call with R. Moss;

Consider opinion and revising same and e-mail correspondence re: same; various discussions with counsel for purchaser re: potential litigation re: robot return;

Email correspondence with Receiver re post-closing issues;

E-mail correspondence with Receiver re: RSLA registrations etc.; consider and consult with Receiver re: dispute with purchaser over premises condition and robot; correspondence re: deposit over robot and premises condition etc.;

Email correspondence re Purchaser issues; consider Receiver report re vehicle sales;

Consider motion to transfer title to excluded assets and discussions with Receiver re: report and next steps; consider response to counsel for Purchaser and discussions with Receiver re: same and potential nuisance settlement;

Consider comments on first report of receiver and e-mail correspondence with receiver re: same;

Consider terms of Order re: vehicle transfers and e-mail correspondence re: same;

Consider position of counsel for purchaser on return of robot; reviewing invoices and e-mail correspondence re: same; consider access to server required by purchaser and e-mail correspondence re: same and robot return issues; consider requests for Order to direct MTO to transfer ownership of vehicles;

Review report; emails & telephone calls re claim;

Prepare for motion;

E-mail correspondence re: outstanding issues with purchaser, including robot repair issue;

Telephone call with B. Newton; review & revise record re autos;

"'l"""'I""

Page 5

4113341

.80 hrs 396.00

1.00 hrs 495.00

.50 hrs 247.50

.20 hrs 99.00

.70 hrs 346.50

.30 hrs 148.50

.60 hrs 297.00

.30 hrs 148.50

.30 hrs 148.50

.80 hrs 396.00

.60 hrs 297.00

.50 hrs 247.50

.20 hrs 99.00

.60 hrs 297.00



'MINDEN FILE NUMBER 4113341

GROSS 1:_J ,1 B7 ' I

5-Jun-19 Dunn, T. Consider post-closing issues and e-mail correspondence with 1.60 hrs 792.00 Receiver re: same; consider premises clean-up costs, threatened litigation by landlord and assessment of claim by US repairer not possible based on documents provided to date and discussion with receiver and counsel for purchaser re: same; consider potential landlord claim and e-mail correspondence re: same; consider claims process and lien rights of US repairer; e-mail correspondence with purchaser counsel, counsel for the repairer and discuss position with receiver;

6-Jun-19 Slattery, R. Various emails re lift stay; prepare motion record & serve; 1.00 hrs 495.00 telephone call & emails with Commercial List Office;

7-Jun-19 Slattery, R. Emails re distribution; review draft order; telephone call with .80 hrs 396.00 A. Lee re insurance claim;

10-Jun-19 Kallish, K. Consider email correspondence to purchaser counsel re .20 hrs 99.00 outstanding issues;

10-Jun-19 Slattery, R. Prepare for & attend court; .80 hrs 396.00

11-Jun-19 Kallish, K. Email correspondence re Saertex claim and s.39 request and .50 hrs 247.50 consider Receiver response;

11-Jun-19 Slattery, R. Review City of Toronto claims; .30 hrs 148.50

1 l-Jun-19 Slattery, R. Various emails with Saertex; telephone call with M. Ruberto; .50 hrs 247.50 review report re #16 claim;

ll-Jun-19 Dunn, T. E-mail correspondence with counsel for the lien repairer in .40 hrs 198.00 US; consider clean-up invoices and e-mail correspondence re: same;

12-Jun-19 Kallish, K. Email correspondence re Clean Earth lien claim; .30 hrs 148.50

12-Jun-19 Dunn, T. Consider auction of vehicles order and next steps; e-mail .20 hrs 99.00 correspondence re: same;

13-Jun-19 Slattery, R. Various emails re sale of assets & claims; .60 hrs 297.00

14-Jun-19 Slattery, R. Letter from Stewart; review documents re Toronto claims; .40 hrs 198.00

17-Jun-19 Kallish, K. Email correspondence re Humberview issue; .30 hrs 148.50

17-Jun-19 Slattery, R. Various emails re claims & vehicle sale; review corporate .50 hrs 247.50 searches;

17-Jun-19 Dunn, T. Consider refusal of Ministry to transfer vehicles based on .40 hrs 198.00 Order and e-mail correspondence re: same; consider MTO vehicle conveyance issue and e-mail correspondence re: same;

18-Jun-19 Kallish, K. Email correspondence re outstanding issues; .20 hrs 99.00

18-Jun-19 Slattery, R. Letter to Crown Law Office - Civil; various emails; letter to .70 hrs 346.50 City of Toronto;

"!""""'I"' ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. I 990, PURSUANT TO THE SOLICITORS ACT.


!MINDEN

GROSSL:J

18-Jun-19 Dunn, T.


19-Jun-19 Dunn, T.

19-Jun-19 Mcfarlane, S.

20-Jun-19 Dunn, T.


21-Jun-19 Dunn, T.

24-Jun-19 Dunn, T.

25-Jun-19 Kallish, K.

25-Jun-19 Dunn, T.


27-Jun-19 Dunn, T.

Our Fee: GST/HST:


FILE NUMBER

Consider MTO issues with vehicle transfer and discussion with counsel for Humberview re: logistics of same; e-mail correspondence re: same; consider vehicle transfer issue and e-mail correspondence re: same with counsel for Humberview and client; consider Humberview/leases issues on vehicle transfer;

Various emails re sale of vehicles; revise letter to Attorney General;

E-mail correspondence concerning vehicle transfers; consider options of Vesting Order re: excluded assets to be auctioned;

Pleadings - Enter court order;

Consider landlord clean-up issues and email correspondence re same;

Various emails re city claim & vehicles;

Consider proposal by counsel for Humberview re: sale of excluded vehicles and e-mail correspondence re: same;

Consider sale/purchase proposed by Humberview counsel; attend conference call with landlord, its counsel and the receiver re: status of premises clean-up, costs of same and outstanding disposal issues; e-mail correspondence with counsel for purchaser re: status of premises clean-up and consider options for receiver;

Email correspondence re Humberview issue;

Reviewing Humberview liens and proposal to sell PMSI assets and email correspondence with Receiver and Canam re: same; consider sale proposed by Humberview; email correspondence re same and telephone call to I. Andriessen to discuss; consider options for client re: premises clean-up, vehicle transfer and discussion with counsel for Humberview and email correspondence re same; email correspondence re vesting of title to excluded assets;

Review Bankruptcy Order; various emails re next steps;

Consider solutions for vehicle transfer and premises issues and discussion with B. Newton re: same; email to I. Andriessen re: vehicles sold etc.;

....,....,-

4113341

1.00 hrs

.60 hrs

.40 hrs

.60 hrs

.20 hrs

.30 hrs

.20 hrs

.90 hrs

.20 hrs

1.00 hrs

.30 hrs

.30 hrs

Page 7

'I 8 8

495.00

297.00

198.00

90.00

99.00

148.50

99.00

445.50

99.00

495.00

148.50

148.50

28,071.00 3,649.23

$31,720.23

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT TI-IE RATE OF I .3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF TI-IE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.


'MINDEN

GROSS 1:J FI LE NUMBER 4113341

Disbursements:

Agent Service/Filing/Registration Fees/Reports Black Binders/Binding Deliveries Photocopy/Document Impression Search Corporate Search Corporate - Profile Report Search Corporate - Business Name List Telephone Long Distance Charges

Total Disbursements: GST /HST on taxable disbursements:



Name Professional Category

Kallish, K. Senior Partner

Slattery, R. Senior Partner

Dunn, T. Senior Partner

McFarlane, S. Clerk-Li ti

Area of Legal Rate Per Expertise Hour

BANKRUPTCY 495.00

LITIGATION 495.00

BANKRUPTCY 495.00

LITI. CLERKS 150.00


395.00 56.55 64.05 57.50 19.00 57.00 19.00 6.46

$674.56 87.69

$762.25

Region

Tor.

Tor.

Tor.

Tor.

Totals:

..,.....,...

✓( ()

iu

$762.25

$32,482.48

Total Hours Total Value

8.50 $4,207.50

26.40 $13,068.00

20.90 $10,345.50

3.00 $450.00

58.8 $28,071.00


'MINDEN

GROSSL:J


BDO Canada Limited 25 Main Street West Suite 805 Hamilton, ON L8P IHI

REMITTANCE PAGE

Minden Gross II p barristers &solicitors 'I 9 Q 145 king street west, suite 2200 tor onto, on, canada m5h 4g2 tel 416.362.3711 fax 416.864.9223 www.m in den gross.com

IN ACCOUNT WITH

DATE

FILE NUMBER

GST/HST Reg. #

INVOICE#

5-Jul-19

4113341

11943 7556 RT

412729




28,071.00 3,649.23

674.56 87.69

$32,482.48

For payment by wire transfer requiring our banking information please contact Accounts Receivable at ( 416) 369-4328 .


...,,...,,. Tii MERITAS LAW FIRMS WORLDWIDE

'MINDEN

GROSS 1~







Total GST/HST Tax:


$4,950.00 83.90

$5,033.90

$643.50 30.41

$673.91

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RA TE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, R.S.O. 1990, PURSUANT TO THE SOLICITORS ACT.

Minden Gross 11 p barristers &solicitors 145king street west, suite 2200 toronto,on,canada m5h 4g2 tel 416.362.3711 fax 416.864.9223 www.mindengross.com

IN ACCOUNT WITH

DATE 20-Sep-19 FILE NUMBER 4113341

GST/HST Reg.# 11943 7556 RT

INVOICE# 414858

$5,033.90

673.91

$5,707.81

,......... iTi MERITAS LAW FIRMS WORLDWIDE

'MINDEN

GROSSL:_J

FILE NUMBER


27-Jun-19 Kallish, K. Conference call with Receiver and RBC counsel re distribution; email correspondence with counsel for Richmond Hill;

2-Jul-19 Slattery, R. Conference call with counsel & BDO; various emails re rep;

2-Jul-19 Dunn, T. Drafting e-mail to I. Andriessen;

3-Jul-19 Kallish, K. Email correspondence re vehicle issues (Humberview);

3-Jul-19 Slattery, R. Telephone call & various emails re vehicle sale;

3-Jul-19 Dunn, T. Consider sale ofHumberview vehicles and telephone call from I. Andriessen and email correspondence with Can-Am re same; consider corporation proposal from Humberview and email correspondence re same; email correspondence with receiver, counsel for Humberview and Can-Am re title transfer issues re excluded vehicles; consider logistics of excluded asset sales and email correspondence re same;

4-Jul-19 Slattery, R. Various emails with counsel; review damages report;

10-Jul-19 Slattery, R. Review claims bar order; letter to Belanger Construction;

1 l-Jul-19 Dunn, T. Consider email correspondence with Auctioneer re: excluded vehicle sale;

12-Jul-19 Kallish, K. Telephone conference with Brad re Sivika report on Kingston utility project and Receiver concerns;

15-Jul-19 Slattery, R. Emails re bonding company;

16-Jul-19 Slattery, R. Emails re claims process;

17-Jul-19 Slattery, R. Various emails re claims process;

22-Jul-19 Slattery, R. Telephone call & emails with B. Newton and Court;

23-Jul-19 Slattery, R. Various emails re distribution motion;

24-Jul-19 Slattery, R. Emails re motion & set-off;

30-Jul-19 Slattery, R. Review documents for distribution motion; review City of Toronto claim;

31-Jul-19 Slattery, R. Emails re distribution motion;

2-Aug-19 Kallish, K. Consider emails re claim of City of Toronto;

14-Aug-19 Slattery, R. Review claims order; various emails re motion; conference call with B. Newton;

16-Aug-19 Slattery, R. Various emails re motion;

21-Aug-19 Slattery, R. Review allocation documents; emails re distribution motion; conference call with counsel & receiver;

22-Aug-19 Slattery, R. Review orders, claims process; letter to counsel;

. .,,....,..

Page 2

4113341

.50 hrs 247.50

.40 hrs 198.00

.10 hrs 49.50

.30 hrs 148.50

.30 hrs 148.50

1.00 hrs 495.00

.30 hrs 148.50

.50 hrs 247.50

.10 hrs 49.50

.30 hrs 148.50

.30 hrs 148.50

.20 hrs 99.00

.20 hrs 99.00

.30 hrs 148.50

.20 hrs 99.00

.20 hrs 99.00

.50 hrs 247.50

.30 hrs 148.50

.40 hrs 198.00

.50 hrs 247.50

.30 hrs 148.50

.50 hrs 247.50

.60 hrs 297.00

ACCOUNTS DUE WHEN RENDERED. ALL AMOUNTS OVERDUE 30 DAYS OR MORE WILL BEAR INTEREST AT THE RATE OF 1.3% PER ANNUM AS PROVIDED FOR IN SECTION 128 OF THE COURTS OF JUSTICE ACT, iii MERITAS LAW FIRMS WORLDWIDE

R.S.O. I990, PURSUANT TO THE SOLICITORS ACT.

'MINDEN

GROSSL:_J

23-Aug-19 Slattery, R.

FILE NUMBER

Various emails re motion;

26-Aug-19

27-Aug-19

28-Aug-19

Slattery, R.

Slattery, R.

Slattery, R.

Review Order re change of corporate name; emails re motion;

Various emails re motion, sale of assets & trust account;

Various emails re motion & related issues;

30-Aug-19 Slattery, R. Various emails re motion & claims process;

Our Fee: GST/HST:


Disbursements:

Agent Service/Filing/Registration Fees/Reports File Articles of Amendment - Non Taxable Writ Search (OWL/CSP) Search Bankruptcy - Superintendent of Bankruptcy Search Corporate - Profile Report Search PPSA Search Sec. 427 of Bank Act

Total Disbursements: GST/HST on taxable disbursements:



Name Professional Category

Kallish, K. Senior Partner

Slattery, R. Senior Partner

Dunn, T. Senior Partner

Area of Legal Rate Per Expertise Hour

BANKRUPTCY 495.00

LITIGATION 495.00

BANKRUPTCY 495.00

100.00 -150.00

50.00 16.00 27.00 26.90 14.00

$83.90 30.41

$114.31

Region

Tor.

Tor.

Tor.

Totals:

"!"""I"'

Page 3

4113341

.40 hrs 198.00

.20 hrs 99.00

.40 hrs 198.00

.30 hrs 148.50

.40 hrs 198.00

4,950.00 643.50

$5,593.50

$114.31

$5,707.81

Total Hours Total Value

1.50 $742.50

7.30 $3,613.50

1.20 $594.00

10.0 $4,950.00



IM1NDEN

GROSS 1:J


BDO Canada Limited 25 Main Street West Suite 805 Hamilton, ON L8P IHI

REMITTANCE PAGE

Minden Gross 11 p barristers &solicitors 145kingstreet west,suite2200 tor onto, on, canada m5h 4g2 tel 416.362.3711 fax 416.864.9223 www.mindengross.com

[N ACCOUNT WITH

DATE

FILE NUMBER 20-Sep-19

4113341

'l 9 4

GST/HST Reg. # 11943 7556 RT

INVOICE# 414858




4,950.00 643.50

83.90 30.41

$5,707.81

For payment by wire transfer requiring our banking information please contact Accounts Receivable at ( 416) 369-4328.


,........ iii MERITAS LAW FIRMS WORLDWIDE

Appendix ''P''

D. M. Robichaud Associates ltd. Allocation Schedule As at September 17, 2019

Trisuradaims ---- Subje<:t to potential supplier claims

Richmond Hill Medulla

Total Halifax Yorl< Lakeshon~ Oakville Simcoe 89-17 Durham 9036 Waste

Receipts Gross receipts 5,351,484.62 889,658.45 33,109.00 2,825.00 464,347.40 10,000.00 Allocated interest (Note 4) 20,085.08 3,339.05 124.26 10.60 1,742.78 37.53 Current net HST paid (10,213.88)

Total Receipts 5,361,355.82 892,997.50 33,233.26 2,835.60 466,090.18 10,037.53

Direct Costs Union wages 100,545.57 67,030.38

Union dues and benefits 47,582.70 31,721.80

Union pensions 29,253.14 19,502.09

Source deductions 17,747.76 11,831.84

WSIB 4,609.39 3,072.93

Travel 8: fuel 3,024.60 2,016.40

Repairs and maintenance 13.18 13.18

Operating expenses 500.00 500.00

Sales process advertisement 5,329.00 Repairs and maintenance 12,571.()4 ----

Total Direct Costs 221,176.38 135,688.62 ----Indirect Costs Indirect Costs Specific to Construction Projects

Construction claims process advertisement 2,088.53 838.26 31.20 2.66 437.52 9.42

Courier 111.86 44.90 1.67 0.14 23.43 0.50

Indirect Operating Expenses (Note 2) Salaries 28,648.18 4,762.62 177.24 15.12 2,485.80 53.53

Salary source deductions and benefits 8,794.22 1,462.00 54.41 4.64 763.07 16.43

Utilities 4,716.91 784.16 29.18 2.49 409.29 8.81

Occupation rent 26,648.63 4,430.21 164.87 14.07 2,312.30 49.80

Miscellaneous expenses 2,206.42 366.81 13.65 1.16 191.45 4.12

Administrative Disbursements (Note 2) OR Filing Fees 70.00 11.64 0.43 0.04 6.07 0.13

Lock changes and security 1,590.00 264.33 9.84 0.84 137.96 2.97

Professional Fee (Note 3) Legal fees 135,402.23 12,330.53 458.89 39.15 6,435.78 138.60

Receiver's fees and costs 142,466.29 ~ 881.42 75.21 12,361.78 266.22

Total Indirect Costs 352,743.27 48,979.79 1,822.80 155.52 25,564.45 550.53

Funds in Receiver's trust accounts (net of IR certificate proceeds) 4,787,436.17 ~ 31,410.46 2,680.08 304,837.11 9,487.00

Outstanding eriorit:t ex~nses and disbursements Equipment PMS\ claims 123,524.09 Equipment Repair lien 2,087.58 Priority source deductions claim - pre-Interim Receiver 19,324.51 7,756.20 288.65 24.63 4,048.26 87.18

Source deductions claim post-Interim Receiver 41,034.88 27,356.59

BIA Union dues, benefits and pension claim - March&. April 2019 84,942.26 56,628.17

BIA Union dues, benefits and pension claim - pre-March 2019 769.68 308.92 11.50 0.98 161.24 3.47

BIA Salary secured claim 5,945.19 988.36 36.78 3.14 515.86 11.11

Interim Receiver certificate interest 5,356.62 890.51 33.14 2.83 464.79 10.01

Reserve for accrued professional fees 26,668,90 ~ 161.32 13.76 2,262.51 48.72

Total outstanding priority expenses and disbursements 309,653.71 14,278.82 531.39 45.34 91,437.42 160.49

Net funds available in for distribution 4,477,782.46 ~ 30,879.07 2,634.74 213,399.69 9,326.51

Ontario Power Orin Kingston Richmond Hill Generation Contractors Utilities 8840 Waterloo 49-15

32,585.78 7,175.00 6,370.00 81,604.37 122.30 26.93 23.91 306.28

32,708.08 7,201.93 6,393.91 81,910.65

33,515.19 15,860.90 9,751.05 5,915.92 1,536.46 1,008.20

67,587.72

30.70 6.76 6.00 76.89 1.64 0.36 0.32 4.12

174.44 38.41 34.10 436.85 53,55 11.79 10.47 134.10 28.72 6.32 5.61 71.93

162.27 35.73 31.72 406.36 13.44 2.96 2.63 33.65

0.43 0.09 0.08 1.07 9.68 2.13 1.89 24.25

451.63 99.44 88.29 1,131.02 867.49 191.01 169.58 2,172.46

1,793.99 395.00 350.69 4,492.70

30,914.09 6,806'.9~ §_,043.22 9,830.23

284.09 62.55 55.53 711.44 13,678.29 28,314.09

11.32 2.49 2.21 28.34 36.20 7,97 7.08 90.66 32.62 7.18 6.38 81.68

158.77 34.96 31.04 397.61

523.00 115.15 102.24 43,302.11

30,391.09 6,691.?8_ 5,940.98 _(_~~.471.88)

Royal Bank of Canada proceeds Sale of

equipment and Other asset Other Projects inventory

688,901.40 3,126,628.22 2,585.57 11,734.80

691,486.97 3,138,363.02

5,329.00 12,571.04

17,900.04

649.11 34.78

3,687.91 16,737.82 1,132.09 5,138.06

607.21 2,755.88 3,430.50 15,569.58

284.03 1,289.11

9.01 40.90 204.68 928.96

9,548.06 104,566.07 18,339.81 83,236.55

37,927.19 230,262.93

653,559.78 2,890,200.05

123,524.09 2,087.58

6,005.97

239.21 765.33 3,473.50 689.56 3,129.63

3,356.65 15,828.37

11,056.72 148,043.17

642,503.06 2,742,156.88

proceeds

8,280.00 31.08

8,311.08

44.33 13.61 7.30

41.23 3.41

0.11 2.46

114.76 220.43

447.64

7,863.44

9.20 8.29

40.34

57.83

7,805,61

,0 (.)7

BETWEEN

ROYAL BANK OF CANADA Plaintiff

-and- D.M. ROBICHAUD ASSOCIATES LTD. Defendant



COMMERCIAL LIST


MOTION RECORD OF BDO CANADA LIMITED

(returnable October 16, 2019)

MINDEN GROSS LLP Barristers and Solicitors 2200 - 145 King Street West Toronto, ON MSH 4G2

Raymond M. Slattery (LSO# 204 79L) [email protected] Tel: 416-369-4149 Fax: 416-864-9223

Lawyers for BDO Canada Limited, in its capacity as Receiver ofD.M. Robichaud Associates Ltd.

MOTION RECORD OF BDO CANADA LIMITED MINDEN GROSS LLP ...

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