Court File No. CV-19-615922-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN: 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. - 2 - 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 1M5 Alex Ilchenko Tel: (905) 273-3022 Fax: (905) 273-6920 Email: ailchenko(a),pallettvalo.com Lawyers for D.M Robichaud Associates Ltd. - 2 - AND TO: BOO CANADA LIMITED 20 Wellington Street East, Suite 500 Toronto, ON M5E 1CS 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] - 3 - AND TO: 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 AND TO: 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. - 4 - AND TO: 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 AND TO: 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 - 5 - 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 1Z9 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 - 6 - AND TO: MCMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, ON M5J 2T3 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 ofRichmond Hill - 7 - 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. Chelmsford, ON P0M 1LO Alain Bergeron [email protected] AND TO: TOWN OF OAKVILLE 1225 Trafalgar Rd. Oakville, ON L6H 0H3 Erik Zutis eriks.zutis(ct)oakville.ca #3603508v5 I 4113016 - 3 - 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 - 4 - 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 17, 2019 #3866766 I 4113341 TABl 0 0 'I Court File No. CV-19-615922-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST BETWEEN: ROYAL BANK OF CANADA Applicant and D.M. ROBICHAUD ASSOCIATES LTD. 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); - 2 - [ ] 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; - 3 - n O-:, V ~) (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 - 4 - 004 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.