Application for Registration - Tarion for... · Along with your Application for Registration and the $2,500 Application Fee* (HST exempt) you must also provide the following documents

Application for Registration

Information Sheet

5160 Yonge Street | 12th Floor | Toronto ON | M2N 6L9 1-877-982-7466 | tarion.com

We encourage you to submit your application electronically via Tarion.com, where you can complete, pay and submit your application online. Once you have submitted your application online, you can sign-up for Tarion’s BuilderLink, an electronic window into our systems that allows you to track the status of your application and accept your Conditions of Registration, if approval is granted. Alternatively, this Application for Registration and all documents may be submitted to: Tarion Warranty Corporation 5160 Yonge Street, 12th Floor TORONTO, ON M2N 6L9 If at any time during your application process you have any questions, or for assistance with the application form, please contact the Licensing and Underwriting Department toll free at 1-877-696-6497 ext. 3001 or via the Contact Us page at Tarion.com. Tarion is committed to providing an inclusive and accessible environment in which all members of the public have equal access to its services and are treated with dignity and respect. If you require Accommodation, please go to our website at Tarion.com or contact us at 1-877-982-7466 for assistance.

Completing the Application All Applicants must complete Sections A to O on the Application for Registration form. PLEASE NOTE: Submission of an incomplete Application Package or missing documentation, will result in delaying the processing and potential approval of your application. Along with your Application for Registration and the $2,500 Application Fee* (HST exempt) you must also provide the following documents to support your application:

1. A copy of the completed and signed Vendor Agreement (if applying as a Vendor)

2. A copy of the completed and signed Builder Agreement (if applying as a Builder)

3. If you are applying as a Vendor only, or as a Builder only, provide a copy of the executed construction agreement between the Vendor and Builder

4. Copy of the Articles of Incorporation, if you are applying as an incorporated company,

and/or if the Guarantor is a corporation


Information Sheet


5. Master Business Licence filed with the Ministry (if you will be using an Operating Name)

6. Shareholder Register, if the Applicant is a corporation

7. Initial Return/Notice of Change in Directors and Officers of the Applicant filed with the Ministry (for applicants that are corporation)

8. Guarantee and Indemnity Agreement completed and signed for each Guarantor

9. For each individual signing the Guarantee and Indemnity Agreement, or if you are

applying as a Sole Proprietorship or Partnership, provide a completed Personal Net Worth Statement

• include supporting documents for each asset and liability listed, i.e. bank and investment statements, property tax bill for real estate held, externally prepared financial statements for businesses owned, etc.

• all supporting documents must clearly show the owner’s name, date and current value, and must be no older than 6 months

10. If you are applying as an incorporated company, the most recent externally prepared

Financial Statements, with signed engagement letter (Notice to Reader, Review or Audit Engagement) for the applicant, or the most recent Corporate Tax Return, including Schedules 100, 125 and 141

11. If you are proposing to build Condominium units, the completed Condominium Project Profile and General Review Form

12. For proposed Condominium projects, please submit a copy of the Agreement of Purchase and Sale, Declaration and Disclosure Statement (draft documents acceptable)

13. A copy of the transcript (proof of course completion) for each Core Competency that you have completed. Alternatively, please complete the Equivalency Request form available at Tarion.com if you are requesting an equivalency for a competency

14. Based upon the type of organization you are applying as, please sign the correct area in Section O a. All applicants must complete the Date of Signing (Section O, Part 1) and have a

Witness provide their Name and Signature (Section O, Part 2) b. If you are applying as a Corporation or Limited Partnership, sign and print your

name in Section O, Part 3


Information Sheet


c. If you are applying as a Sole Proprietorship, sign and print your name in Section O, Part 4

d. If you are applying as a Partnership or Joint Venture, each principal must sign and print their names in Section O, Part 5

As part of your application process, you should familiarize yourself with the Ontario New Home Warranties Plan Act and Builder Bulletins (accessible at Tarion.com), as they form part of the terms and conditions you will need to adhere to if your registration is approved. *Umbrella applicants, please contact Licensing & Underwriting toll-free at 1-877-696-6497 or 416-229-3844 ext. 3001 for fee requirements.

If you currently have another registration with Tarion, please proceed to complete the Application for Registration form and other documents.

For all NEW applicants that are currently not registered, please read the below requirements for new applicants.

Mandatory Core Competencies All new Vendor and/or Builder applicants proposing to build homes constructed under Part 9 of the Ontario Building Code must complete the Core Competencies listed below, in addition to Tarion’s existing registration requirements. As of September 1, 2016, the Core Competencies are required as part of your Application for Registration with Tarion. If you are applying as a Vendor and/or Builder, all seven (7) Core Competencies are required.

If you are applying as a Vendor only, five (5) Core Competencies are required; Building Codes and Construction Technology are excluded. You must provide Tarion with proof of completion for each Core Competency, or complete an Equivalency Request Form and provide all supporting documentation. Failure to provide supporting documents for Equivalency Request will result in your request being denied.

Core Competency Mandatory For

Business Planning and Management

All Applicants

Financial Planning and Management

All Applicants


Information Sheet


Project Management and Supervision

All Applicants

Legal Issues in Housing

All Applicants

Customer Service and Tarion Warranty Requirements

All Applicants

Building Codes in Ontario

Vendor/Builder Applicants only

Construction Technology

Vendor/Builder Applicants only

You can access further information, course listings and course providers for the Mandatory Core Competencies via Tarion.com. Tarion may grant exemptions for some of the education requirements on the basis of an applicant’s prior experience and education. Exemptions will be considered for the following categories:

o Applicants who were Principals, Officers, or Directors for five or more years with a registered builder;

o Applicants who were employees engaged in the customer service, construction or business management of a registered builder, and who have five or more years in that capacity;

o Applicants who have obtained comparable core competencies with another Canadian Warranty Program;

o Applicants who have achieved a professional designation or obtained formal education in an area related to an area of competency;

o Applicants who have achieved Ministry of Municipal Affairs and Housing recognition for competency in Part 9 of the Building Code.

Exemption requests will be evaluated by Tarion on a case by case basis. If you think your experience and professional qualification may be eligible for an exemption, please complete the Equivalency Request Form and provide all supporting documentation. Failure to provide supporting documentation will result in your request being denied. Business Interview and Information Session New applicants are required to attend a Business Interview and Information Session after submitting their application. This will only be scheduled if the Core Competency requirements have been met, or an Equivalency Request form has been submitted and the equivalencies successfully granted.


Information Sheet


The purpose of the Business Interview and Information Session is to exchange information and establish an understanding of the expectations of each party. It includes a review of the applicant’s planned business venture and their background, as it is our desire to understand your business proposal and your plans to make it successful. It also provides an overview of the applicant’s responsibilities, timelines and customer service standard that you are expected to adhere to. Please prepare and submit the following information along with your application, or the latest, prior to your scheduled Business Interview date (you may email documents to Licensing and Underwriting or your assigned Underwriting Coordinator):

1. Executive Summary, outlining the history of the applicant company. Include the Principals, Directors, Officers and management’s resume/credentials (in detail).

2. Project Economics: budget/cash flow pro-forma; overhead costs; deposit schedule;

assumptions; and equity. 3. Architectural plans or renderings with specifications. 4. Sample contract documents and forms, including the Agreement of Purchase and

Sale, Schedule “A” or list of features, construction budget, sub-contractors construction contract, etc.

5. Market absorption/supply statistics for the applicable product/location. 6. Target Buyer Profile: Who is your customer and what niche are you going to fill? 7. Marketing material or marketing plan outlining the target market, business

positioning and marketing strategy. 8. After sales service policy. 9. Cash flow and break-even analysis (source of funding for project).

Should you have any questions or require assistance regarding the Business Interview, please contact either of the following individuals:

Mike Hanas Andy Ferguson [email protected] [email protected] 1-877-982-7466 ext. 2146 1-877-982-7466 ext. 2101

Application for Registration with

Tarion Warranty Corporation

Page 1 of 15

We encourage you to submit your Application for Registration electronically via Tarion.com. After submitting your application online, you can sign-up for Tarion’s BuilderLink, an electronic window into our systems that allows you to track the status of your application and accept the

Conditions of Registration (if approval is granted). Alternatively, you can submit this application form, required documents and fee by mail to

Tarion, at 5160 Yonge Street, 12th Floor, Toronto, ON, M2N 6L9. If you have any questions, please contact Licensing & Underwriting at

1-877-696-6497 ext. 3001 or via the Contact link at Tarion.com. Please print all information clearly and keep a copy for your records.

It is recommended you submit your application well before the date you want to start sales or construction. Submission of an

incomplete application, WILL DELAY the processing and potential approval of your application. NOTE: As of September 1, 2016, new

vendors/builders must complete the Core Competencies as outlined in “Section L”, or your application will NOT be accepted.

Tarion is committed to providing an inclusive and accessible environment where all members of the public have equal access to its services, and are treated with dignity and respect. If you require an accommodation, please go to Tarion.com contact us at 1-877-982-7466.

All references to a vendor/builder in this application may refer to a builder, a vendor, or both a vendor and builder, as defined below.

Section A

Please check (only one) the type of application that you are submitting. Are you planning to be a:

☐☐☐☐

Vendor and Builder - You will be both Selling and Building new homes This means you will sell and build homes not previously occupied (a ‘new’ home) to an owner/purchaser and also includes a builder who constructs a home under a contract with the landowner (a contract home). As a Vendor and Builder you will undertake the performance of all the work and supply of materials necessary to construct a completed home, whether for the purpose of sale to a purchaser or under a contract with a landowner (i.e. contract/custom home).

☐☐☐☐ Vendor Only - You will only be Selling new homes This means you will only sell homes not previously occupied (a ‘new’ home) to an owner/purchaser and will be transferring title of the unit(s) to the purchaser. A copy of the Agreement between you and the Builder must be provided.

☐☐☐☐

Builder Only - You will only be Building new homes This means you have entered into an agreement with a vendor to only build homes, and you will undertake the performance of all the work necessary to construct the completed home(s). A copy of the Agreement between you and the Vendor must be provided.



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Section B

a. Applying as a: ☐ Corporation ☐ Limited Partnership ☐ Sole Proprietorship ☐ Partnership or Joint Venture

b. Name of legal entity registering with Tarion (name appearing on the Agreement of Purchase and Sale, or Construction Contract)

c. Operating Name (include a copy of the Master Business Licence filed with the Ministry)

d. Is the Applicant a bare trustee (e.g. a holding company)? If yes, indicate the name(s) for which the Applicant is a bare trustee:

e. Have you previously applied for registration with Tarion? If yes, please list builder name(s) or Tarion reference number(s):

f. Do you currently have an Umbrella Group Name with Tarion? If yes, please indicate your Umbrella Group Name:

Section C Contact Person Information (all correspondence from Tarion, including confidential correspondence, will be sent to this person)

Name of Contact Person Email Address

Office Phone Number Mobile Phone Number



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Section D

Business Address (*Required Information)

Number and Street Name Unit/Suite Number

/ City/Town Province Postal Code

Phone Number Fax Number

Email Address Website

Section E

Mailing Address (* this is where all correspondence from Tarion will be directed)

☐ Same as Business Address, or

Number and Street Name Unit/Suite Number

/ City/Town Province Postal Code

Phone Number

Email Address



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Section F

Principals: If the Applicant is a Corporation, Limited Partnership or Joint Venture, please list all Principals (owning at least 10% of the applicant) per

the Shareholder Register. If you are applying as a Sole Proprietorship or Partnership, please complete the information for yourself or all of the partners. Please complete all applicable fields, and include the Date of Birth*, plus the Social Insurance Number* and/or Driver’s License

Number* for each individual.

If you require more space, please attach a separate sheet with the following information for each additional Principal, or another copy of this chart.

Principal #1 Principal #2 Principal #3 Principal #4

Full Legal Name of Principal

% Ownership (at least 10%)

Mailing Address (confidential correspondence will be sent here)

Phone Number

Email Address

Date of Birth *

Social Insurance Number *

Driver’s Licence Number *



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* This information is used for the purpose of properly verifying and linking information of each Principal submitted by the Applicant.

Section G

Directors/Officers: If the Applicant is a Corporation, Limited Partnership or Joint Venture, please list all Directors and Officers of the applicant company per the Initial Return/Notice of Change in Directors and Officers filed with the Ministry. If you are applying as a Sole Proprietorship or Partnership, the Directors/Officers chart is not applicable. Please complete all applicable fields, and include the Date of Birth*, plus the Social Insurance Number* and/or Driver’s License Number* for each individual.

Please note, the Directors and Officers must correspond to the Initial Return/Notice of Change in Directors and Officers filed with the Ministry. Any omissions or additions in the Director/Officers, or missing information, may result in a delay in the processing or potential approval of your application. If you require more space, please attach a separate sheet with the following information for each additional Director and/or Officer, or another copy of this chart.

* This information is used for the purpose of properly verifying and linking information submitted by the Applicant

If any of the Principals above are a business organization, please provide the full legal name of the Principals or Partners holding at least 10% ownershipin that company.

1.

2.

3.

4.



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Director and/or Officer #1 Director and/or Officer #2 Director and/or Officer #3 Director and/or Officer #4

Director and/or Officer (Please indicate all that apply)

☐ Director ☐ Officer ☐ Director ☐ Officer ☐ Director ☐ Officer ☐ Director ☐ Officer

Full Legal Name

Mailing Address (all confidential correspondence will be sent here)

Phone Number

Email Address

Date of Birth*

Social Insurance Number*

Driver’s Licence Number*



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Section H

Required Supporting Documents for the Principal, Director and/or Officer, Legal Entity, and Guarantor

Corporation ☐ Initial Return/Notice of Change in Directors/Officers ☐ Trust Agreement, if applicant is a bare trustee

☐ Articles of Incorporation for a Corporate Applicant ☐ Shareholder Register

Partnership or Joint Venture

☐ Partnership or Joint Venture Agreement ☐ Agreement of Purchase and Sale

Limited Partnership

☐ Limited Partnership Agreement ☐ Limited Partnership Report (from the Ministry of

☐ Articles of Incorporation of the General Partner Consumer and Business Services)

☐ Agreement of Purchase and Sale ☐ Declaration Form 3 under Limited Partner Act

Guarantor(s) and Indemnitor(s)

☐ Competed Guarantee and Indemnity Agreement ☐ Articles of Incorporation for Corporate Guarantor(s)

☐ Personal Net Worth Statement with Supporting Documentation for each individual Guarantor

☐ Reviewed Financial Statements for each Corporate Guarantor

Section I

Previous Bankruptcies and Insolvencies

Has the Applicant, or any of its Principals, Directors and/or Officers:

a. Ever filed for bankruptcy under the Bankruptcy Act? ☐ Yes ☐ No

b. Ever been discharged from bankruptcy? (If “Yes”, please provide a copy of the bankruptcy discharge papers, showing date of discharge)

☐ Yes ☐ No

c. Ever been granted an Arrangement under the Companies Credit Arrangement Act (CCAA)? ☐ Yes ☐ No



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d. Ever been party to a Consumer Proposal or to a Business Proposal under the Bankruptcy Act? (If “Yes”, please provide a letter of explanation and supporting documentation)

☐ Yes ☐ No

Section J

New Homes Under Construction or Sold Without a Tarion Registration

Do you have any freehold homes/condominium units under construction, already completed and/or have already been sold, prior to being approved for registration with Tarion? ☐ Yes ☐ No

If no, please proceed to Section K; If yes, please provide the following details: Number of Homes:

Municipal Address(es):

Municipality:

Selling Price or Contract Value:

Date of Closing or Occupancy (or

expected date):



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Section K

Construction/Sales Plans- Please indicate how many freehold/contract homes or condominium units that you plan to build and/or

sell over the next 12 months.

Freehold Construction

Freehold Construction are homes sold under an Agreement of Purchase and Sale (land is not owned by the purchaser)

Number of Units

Average Selling Price

Municipality Where Units Will be Built

Contract Homes

Contract Homes are constructed under a Construction Contract (on land owned by the homeowner) such as a custom home

Number of Units


Municipality Where Units Will be Built

Condominium Construction

For Condominium Construction plans, please complete the Condominium Project Profile and General Review Form, and submit it along with your application

Number of Units

Number of Condominium Corporations

Number of Units per Condominium Corporation


Municipality where the Project will be Built



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Section L

Mandatory Core Competencies: All new Vendor and/or Builder applicants proposing homes constructed under Part 9 of the

Ontario Building Code, must complete the Core Competencies, in addition to Tarion’s existing registration requirements. The Core

Competencies are required as part of your Application for Registration, and if not complete, your application will be returned.

You can access further information, course listings and course providers for the Mandatory Core Competencies via Tarion.com

If you are applying as a Vendor and/or Builder, all seven (7) Core Competencies are required.

If you are applying as a Vendor Only, five (5) Core Competencies are required; Building Codes and Construction Technology are excluded.*

You must provide Tarion with proof of completion for each Core Competency, or complete an Equivalency Request Form and submit all supporting documentation. Failure to provide supporting documents for Equivalency Request will result in your request being denied.

Date Course Completed (mm/dd/yy)

Course Name Name of Course Provider Sole Proprietor/Partner or,

Director/Officer who Completed Course

Sole Proprietor/Partner, or Director/Officer with Equivalent Education and/or Experience**

1. Business Planning and Management

2. Financial Planning and Management

3. Project Management and Supervision

4. Legal Issues in Housing

5. Customer Service & Tarion Requirements

6. Building Codes in Ontario*

7. Construction Technology*



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Section M

Financial Information

a. Bank or other Financial Institution:

Name and Address:

b. How do you plan to finance this project? (check all that apply)

☐ Personal Funds ☐ Lending Institution Name: ☐ Private Lender ☐ Other Specify:

c. Deposits for Freehold Construction only

i. Who will be holding the deposits taken from purchasers? (check all that apply)

☐ Applicant ☐ Your Lawyer (in trust)

☐ Real Estate Agent (in trust) ☐ Other Specify:

ii. Average deposit(s) to be taken prior to closing: $

ii. Maximum total deposit to be taken prior to closing $



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Section N

Notice and Consent

Any person completing and/or signing and/or submitting this form and any attachments or accompanying answers, schedules, documents, records, statements or returns, either written or oral, (“accompanying documentation”) is hereby notified that the Tarion Warranty Corporation (“Tarion”) may verify the information on this form or the accompanying documentation, and in so doing, may request or collect additional information from, communicate with, disclose any such information to government and non-government bodies (which may include trade associations, designated education organizations and providers, and past, present, and prospective employers). You are notified that any information so collected or communicated will be for purposes that include, but are not limited to:

1. Determining an applicant’s eligibility for registration or continued entitlement to registration under the Ontario New Home Warranties Plan Act, and its regulations and including any amendments or successor legislation (“ONHWP Act”), ensuring compliance, under the ONHWP Act, dealing and/or handling complaints and inquiries under the ONHWP act; and

2. For any other purpose consistent with the administration of the ONHWP Act, consumer protection, protecting the public, and/or

verification of an applicant’s association or membership with trade/professional associations, registration, history, including status, dates, employer’s name and business address.

I understand and consent that as part of the above process, Tarion may, at any time and from time to time, make inquiries and/or obtain searches of government, regulatory, discipline, or law enforcement records and databases, a record of offences, a record of judgments, financial institution records, or consumer reports. I further understand and consent that, Tarion, may, at any time, and from time to time, during my registration cycle make additional inquiries and/or obtain additional searches of government, regulatory, discipline, or law enforcement records and databases, a record of offences, a record of judgments, financial institution records, or consumer reports.

I authorize Tarion to conduct such investigations of the Applicant̀ s activities and make such inquiries and obtain credit reports as may be necessary for its determination of the Applicant`s ability to meet its obligations.

I am aware that Tarion is obligated to disclose information in accordance with law and is bound by its Privacy Policy.

By completing and signing or submitting this form and any of the accompanying documents, I consent to Tarion verifying, requesting, collecting, communicating, disclosing, using, and maintaining such information in the manner provided above.

If you have any questions concerning the collection or disclosure or use of any information, please contact Tarion.



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Section O

Declaration and Signatures

I/we declare that the preceding information is correct and accurate. If registered, I/we accept and agree to abide by the provisions of the Ontario New Home Warranties Plan Act, Regulations, Builder Bulletins, the Vendor and/or Builder Agreements, and any Tarion policies currently in place or which may hereafter be adopted. I/we agree that all such provisions, regulations etc. are available to me/us for review on the Tarion website at Tarion.com, and that I/we have had the opportunity to review such.

1. Date of Signing: (All Applicants MUST provide the Date of Signing)

Month Day Year

2. Witness: (All Applicants MUST provide a Witness)

Print Name of Witness Signature of Witness

3. Corporation or Limited Partnership: (Sign here if you are applying as a Corporation or Limited Partnership)

Print Name(s) of Authorized Signing Officer(s) Signature of Authorized Signing Officer(s) I/We Have Authority to Bind the Entity



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4. Sole Proprietorship: (Sign here if you are applying as a Sole Proprietorship)

Print Name of Sole Proprietor

Signature of Sole Proprietor

5. Partnership or Joint Venture: (Sign here for all partners, if you are applying as a Partnership or Joint Venture)

Print Name of All Partners Signature of All Partners We Have Authority to Bind the Entity



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Section P

Checklist: Please include the following documents required to process your application. Submission of an incomplete application will delay the processing and potential approval of your application.

☐ Completed Application for Registration form

☐ Registration fee (please make cheque payable to Tarion Warranty Corporation)

☐ Completed Vendor Agreement (if applying as a Vendor only or both Vendor and Builder)

☐ Completed Builder Agreement (if applying as a Builder only or both Vendor and Builder)

☐ Construction Agreement between the Builder and Vendor, if they are different entities

☐ Completed and signed Guarantee and Indemnity Agreement for each guarantor

☐ Current financial statement of applicant and/or any corporate guarantors and indemnitors

☐ Updated Personal Net Worth Statement(s) and supporting documentation for individual guarantors and indemnitors

☐ Course Transcript (proof of successful course completion) and/or a completed Equivalency Request Form with supporting documentation for each Core Competency.

☐ Articles of Incorporation (if applying as a corporation, and/or if the guarantor is a corporation)

☐ Master Business Licence filed with the Ministry (if you have a different Operating Name)

☐ Shareholder Register showing the principals (if applying as a corporation)

☐ Initial Return/Notice of Change in Directors and Officers filed with the Ministry (if applying as a corporation)

☐ For Limited Partnerships, a copy of: i) Limited Partnership Agreement ii) Limited Partnership Report iii) Declaration Form 3 under the Limited Partner Act iv) Articles of Incorporation for General Partner v) Agreement of Purchase and Sale

☐ Completed Condominium Project Profile and General Review Form, and a copy of the Agreement of Purchase and Sale, Disclosure Statement and Declaration (if proposing a condominium project)

☐ Bankruptcy Discharge papers (if applicable)

Equivalency Request Form


Equivalency Request Form – Core Competencies

Core Competency Name of Principal,

Director, and//or Officer

Residential Construction

Experience:

5 Years with References

Related Education. Degrees,

Diplomas, Courses.

Professional Designations

Business Planning

and Management

Financial Planning

and Management

Project Management

and Supervision

Legal Issues in

Housing

Building Codes

Construction

Technology

Customer Service &

Tarion Requirements

• 5 years related industry experience is required for each equivalency requested.

• Related Education will be assessed against the minimum Core Learning Requirements and Level

of Knowledge for each competency

• Assessment of equivalency may include an Interview and / or Technical Testing

• Vendors only require 5 Competencies; Vendors and Builders require 7 competencies

• All Equivalency Request Forms must be accompanied with supporting documentation.

Failure to provide supporting documentation will result in your request being denied.

Builder Agreement and

Vendor Agreement


Instructions for Completing the Builder Agreement and/or the Vendor Agreement

If you are applying as a Builder (you intend to build new homes), you will need to complete the Builder Agreement.

If you are applying as a Vendor (you intend to sell new homes), you will need to complete the Vendor Agreement. If you are intending to act as both a Builder (you intend to build new homes) and a Vendor (you intend to sell new homes), you will need to complete both the Builder and Vendor Agreements.

Completing Page 1 of the Agreement

1. On the first line, enter the date that you are completing the Agreement.

2. On the second line, enter the name of the company (if you are applying as a corporation),

the name of your partnership or joint venture, or your personal name (if you are applying

as a sole proprietor). Note: The name here is the name that you are using to apply to

Tarion with.

3. On the third line, enter the name of the City/Town where you or your company resides.

Signing the Agreement

1. On Page 10 of the Builder Agreement and Page 11 of the Vendor Agreement, print the

name you are using to apply to Tarion with on the “Registrant Name” line.

2. An authorized signing officer of a corporation, the sole proprietor, or partners must sign

on the “Registrant Signature” line. This signature must be witnessed.

3. If the Registrant is a partnership or joint venture, all parties must sign and their signatures

must be witnessed. If you require additional signature space, please use the open area

on the right hand side of the signature page.

4. Have a witness print their name and provide their signature and address under the

signature line. If you have a corporate seal, you may use it in lieu of a witness.

If you have any questions, please do not hesitate to contact Tarion’s Licensing and Underwriting department at 1-877-696-6497 ext. 3001, or by e-mail at L&[email protected].

BUILDER AGREEMENT Page 1 of 10 Tarion.2017-01

THIS AGREEMENT made the ______ day of ________________, 20____,

B E T W E E N: ___________________________________________________, (Print the exact legal name of the Builder)

of the City of _____________________, in the Province of Ontario

(hereinafter referred to as the “Registrant”);

Tarion Warranty Corporation, a private, non-profit corporation, incorporated without share capital, pursuant to the laws of the Province of Ontario

(hereinafter referred to as “Tarion”)

BUILDER AGREEMENT

WHEREAS:

1. Tarion is a private, non-profit corporation designated by the Lieutenant Governor in Council to administer the Ontario New Home Warranties Plan Act, as amended from time to time (the “Act”);

2. the Registrant applied to Tarion for registration as a builder under the Act; 3. Tarion grants registration conditional upon the Registrant executing this Builder Agreement (the

“Agreement”), which Agreement deals with the Registrant’s rights and obligations as a builder under the Act, the regulations enacted thereunder, as amended from time to time (the “Regulations”) and all applicable builder bulletins issued by Tarion from time to time (the “Bulletins”);

NOW THEREFORE IN CONSIDERATION OF the registration of the Registrant under the Act, and for other good and valuable consideration (the receipt and sufficiency of which is hereby expressly acknowledged), Tarion and the Registrant hereby confirm the veracity of the foregoing recitals and that same comprise an integral part of this Agreement, and agree with each other as follows:


ARTICLE 1.0 – APPLICATION AND REGISTRATION Authority of the Registrant to enter into the Agreement

1.1 The Registrant represents and warrants to Tarion that the Registrant has full capacity, power and authority to enter into this Agreement, holds all necessary licenses and permits required to carry on the business of constructing homes in the Province of Ontario and, if a corporation, is a duly organized and validly subsisting corporation under the laws of the Province of Ontario (or alternatively is a duly organized and validly subsisting extra-provincial corporation or federal corporation, and licensed to carry on business in the Province of Ontario).

Commitment to act as a Builder only

1.2 The Registrant represents and warrants to Tarion that the Registrant will not act as a vendor unless the Registrant registers as a vendor and executes a Vendor Agreement with Tarion.

Commitment to true and accurate disclosure

1.3 The Registrant further represents and warrants to Tarion that the information set forth in the application for registration of the Registrant under the Act, and in other documents furnished by the Registrant to Tarion in connection with such application, is true and correct in all material respects and does not omit to communicate any fact, circumstance or information that may have a material adverse impact on the Registrant’s ability to fulfill its obligations under this Agreement, or that may reasonably have a material affect on the risk assessment undertaken (or to be undertaken) in connection with the registration (or continued registration) of the Registrant under the Act.

Commitment to submission of security, financial information and other documentation

1.4 The Registrant shall, upon the request of Tarion and at the expense of the Registrant, furnish Tarion with such guarantees, indemnities, surety bonds, letters of credit, deposit trust agreements, undertakings, collateral charges and/or other security instruments, as Tarion may reasonably require in accordance with the Act and the Regulations, together with statements of personal net worth, bank statements, drivers’ licenses, birth certificates, articles of incorporation, sample signatures, corporate by-laws, financial statements and/or such other documentation, records and security as Tarion may reasonably require for the purpose of initial registration, renewal of registration and/or securing the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins. Between renewal dates, Tarion shall not require additional documentation or security from or on behalf of the Registrant, unless Tarion reasonably believes that intervening circumstances have arisen which may impair the Registrant’s ability to build homes and/or carry out any warranty work.

Use of credit information 1.5 The Registrant hereby authorizes Tarion to procure and utilize, from time to time, credit information in respect of the Registrant, and agrees that no action, claim or other proceeding shall be instituted or pursued against Tarion in respect of any damages


incurred by the Registrant thereby, provided such credit information is not disclosed to any third party, except for credit reporting agencies to whom Tarion owes a duty of disclosure, and except as otherwise required by law.

Builder’s ongoing disclosure obligation

1.6 The Registrant shall be obliged to communicate to Tarion any fact, circumstance or information that may have a material adverse impact on the Registrant’s ability to build homes and/or carry out any warranty work.

Tarion’s disclosure obligation 1.7 Tarion agrees to advise the Registrant, in writing, of all notices of claims or potential claims that Tarion receives from any purchaser(s) or homeowner(s) in respect of any home(s) constructed by or on behalf of the Registrant, in those circumstances where the Vendor of such home(s) is unable or unwilling to satisfy its warranty obligations. Tarion also agrees to provide the Registrant with a reasonable opportunity (as may be specified by the Act and/or the Regulations from time to time) to rectify or remedy any warrantable work prior to Tarion initiating any enforcement proceedings or remedial work.

Termination of the Registrant’s obligations

1.8 This Agreement and all obligations of the Registrant hereunder may not be unilaterally terminated by the Registrant, but rather, shall remain in full force and effect and continue to bind the Registrant, notwithstanding any expiry or revocation of the registration of the Registrant under the Act and notwithstanding any amendment, alteration or modification of the Act or the Regulations until the earlier of the date that:

(i) all obligations and liabilities of the Registrant to Tarion have been fulfilled or complied with; or

(ii) all applicable warranty or limitation periods have expired, with

no claims having been filed with Tarion prior thereto; in respect of any homes enrolled (or that ought to have been enrolled) by the Registrant.

Consent to transfer or assign the registration

1.9 The registration of the Registrant under the Act is not transferable or assignable by the Registrant, whether by way of power of attorney, sale, amalgamation or otherwise, without prior written consent of Tarion.

No unauthorized use of the registration number

1.10 The Registrant shall not permit the use of the Registrant’s registration number by any other party save and except by a registered vendor who has entered into a Vendor Agreement with Tarion, and without limiting the generality of the foregoing, the Registrant shall immediately report the use of the Registrant’s registration number by any other party to Tarion upon becoming aware of same.


Designation as “Registered Builder”

1.11 During the term of the registration of the Registrant under the Act, the Registrant shall be entitled to hold itself out as a “Registered Builder”.

ARTICLE 2.0 – LIABILITY AND INDEMNITY Warranty obligations during the warranty periods

2.1 It is understood and agreed that where the Registrant builds a home for or on behalf of a vendor, whether or not such vendor is registered under the Act, then the Registrant shall be responsible for fulfilling each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any Bulletins, in respect of the construction of such home (and completion items) for which the Registrant has received payment, and the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) non-performance or inadequate performance of such work, in whole or in part, provided written notice of a claim against the Registrant (or in respect of any home enrolled or that ought to have been enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s). This paragraph shall not limit the right of Tarion to enforce obligations owed by the vendor of such home to Tarion.

Obligations of Registrant and Tarion for major structural defects

2.2 Without limiting the generality of the foregoing, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any major structural defect in any home enrolled (or that ought to have been enrolled) by the Registrant, all in accordance with the Act and Regulations.

Obligations of Registrant if acting as a vendor

2.3 It is further understood and agreed that in the event the Registrant acts as a vendor without registering with Tarion as a vendor (and without executing a Vendor Agreement) then the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any failure to perform or fulfil the obligations that the Registrant would have been obliged to fulfil had the Registrant registered as a vendor with Tarion and executed a Vendor Agreement with Tarion.

Enforcement of obligations 2.4 Tarion shall not be obliged to proceed against the vendor of any home enrolled (or that ought to have been enrolled) in respect of which the Registrant acted as a builder, prior to proceeding to enforce the obligations of the Registrant under this Agreement.

Preservation of rights and claims against others

2.5 The Registrant shall preserve all assignable rights and claims that the Registrant may have against manufacturers, suppliers, vendors, builders, contractors, sub-contractors and others in respect of any


major structural or other construction defect(s), or with respect to any contravention of the Ontario Building Code, in respect of any homes enrolled (or that ought to have been enrolled) by the Registrant, and in those circumstances where the Registrant is not diligently enforcing or pursuing such rights and claims, and to the extent permitted by law, the Registrant shall, forthwith upon the request of Tarion, assign and transfer all such rights and claims to and in favour of Tarion, and shall execute and deliver such assignments and other instruments and do such acts and things as Tarion may reasonably require in order to enable Tarion to prosecute and enforce such rights and claims as fully and effectually as the same could be prosecuted and enforced by the Registrant.

Administration fee 2.6 The Registrant shall pay to Tarion an administration fee equivalent to fifteen (15%) per cent (or such other per cent as may be stipulated from time to time by the Regulations) of each amount paid out by Tarion to any purchaser(s), homeowner(s) or third party contractor(s)/consultant(s) in respect of the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins.

Interest on debt 2.7 The Registrant shall pay to Tarion interest on any amounts owed to Tarion by the Registrant by virtue of the Act, the Regulations, this Agreement and/or the Bulletins, which interest shall accrue at the rate of eighteen (18%) per cent per annum, calculated annually, not in advance (or such other interest rate as may be stipulated from time to time by the Regulations) and accruing from and after the respective date(s) that any amount(s) is/are so due or owing to Tarion, to and until the date that all such amounts (together with all interest accrued thereon as aforesaid) have been fully paid or remitted to Tarion.

Binding nature of the Agreement

2.8 This Agreement shall extend and enure to the benefit of the successors and assigns of Tarion and shall be binding upon the Registrant and the heirs, estate trustees, legal representatives, successors and permitted assigns of the Registrant.

ARTICLE 3.0 – ONGOING TERMS AND CONDITIONS OF REGISTRATION Access to inspect and copy relevant books and records

3.1 Upon reasonable prior notice the Registrant shall allow Tarion free access, during normal business hours, to inspect (and make copies of all relevant portions of) the Registrant’s books and records in respect of the construction of homes enrolled (or that ought to have been enrolled) by the Registrant to ensure compliance with the Act, the Regulations, this Agreement and/or the Bulletins.

Provision of documents 3.2 The Registrant shall, at the Registrant’s expense and upon the request of Tarion, furnish to Tarion copies of all purchase agreements, construction contracts, insurance contracts, construction reports and such other documents in respect of any homes enrolled (or that ought to have been enrolled) by the


Registrant and which are in the Registrant’s possession or control, as Tarion may reasonably require from time to time.

Limits on construction 3.3 The Registrant shall not commence (or cause to be commenced) the construction of: (i) any home in excess of the maximum number permitted by

Tarion, (if any) to be constructed by the Registrant; or (ii) any home of any class the construction of which has been

restricted by Tarion; without obtaining the prior written consent of Tarion.

Written notice in advance of inspections

3.4 The Registrant shall provide to Tarion written notice of the completion of any stage of construction in respect of any homes enrolled (or that ought to have been enrolled) by the Registrant, as specified by Tarion as a condition of the registration of the Registrant, in order to allow for whatever inspections Tarion may wish to have carried out with respect to same.

Obligation for annual renewal of registration

3.5 The Registrant shall annually apply for the renewal of its registration under the Act and shall pay the renewal fee as prescribed from time to time by Tarion, notwithstanding the delivery or non-delivery to the Registrant of the prescribed renewal application form.

Obligation to enrol freehold homes

3.6 The Registrant shall enrol each home to be constructed by the Registrant, other than condominium dwelling units, by submitting a completed enrolment form and paying the enrolment fee as prescribed from time to time by Tarion forthwith upon issuance of a building permit in respect of such home.

Obligation to enrol condominium units

3.7 If the Vendor has not already done so, the Registrant shall enrol each condominium project and each condominium dwelling unit therein to be constructed by the Registrant by submitting a completed enrolment form and paying the enrolment fee as prescribed from time to time by Tarion not less than thirty (30) days prior to the earlier of: (i) commencement of construction of such condominium project;

or (ii) the issuance of a full or partial building permit in respect of

such condominium project.

Provision of documents prior to construction

3.8 Without limiting the obligations of the Registrant to Tarion arising under section 1.4 hereof, the Registrant shall, prior to commencing construction of any home, furnish to Tarion such documentation, agreements and security as Tarion may require in order to secure the performance and fulfillment of the Registrant’s obligations and


liabilities to Tarion arising under the Act, the Regulations, this Agreement and/or the Bulletins.

Compliance with Builder Bulletins

3.9 The Registrant shall diligently comply with the provisions of the Bulletins issued by Tarion from time to time in accordance with the Act and the Regulations, where applicable to the Registrant, provided Tarion has given the Registrant reasonable prior notice of the provisions of the Bulletins. Tarion confirms and agrees that any Bulletins issued shall not have retroactive effect with respect to any home(s) under construction as at their respective issue dates, unless otherwise required pursuant to any applicable judicial ruling or statutory provision.

Notification of business changes to Tarion

3.10 The Registrant shall notify Tarion in writing of any change in the mailing address or facsimile number of the Registrant, any change in the members of (or partners in) the Registrant, and/or any change in the officers, directors or shareholders of the outstanding voting shares of the Registrant, within fifteen (15) days after the date of any such change.

Term and condition of registration

3.11 Compliance with the provisions of this Agreement shall form a term and condition of the registration of the Registrant under the Act.

ARTICLE 4.0 – ADMINISTRATIVE MATTERS

4.1 Reserved

Notice by Registrant or Tarion

4.2 Any notice desired or required to be given by either of the parties hereto to the other shall be conclusively deemed to have been sufficiently given if delivered by ordinary mail, hand/courier or by telefax only on business days (excluding Saturdays, Sundays and statutory holidays), and shall be deemed to have been received on the fifth business day after any such notice has been mailed/posted, or on the day that same has been delivered by hand/courier or telefaxed, on the express understanding that any notice delivered by hand/courier or telefaxed after 4:30 p.m. shall be deemed to have been received on the next business day following the date of such delivery or such telefax transmission (as the case may be), and provided further that if telefaxed, a confirmation of such telefax transmission must be received by the transmitting party at the time of such transmission, otherwise same shall be deemed not to have been properly or sufficiently telefaxed to the intended party. In the case of the Registrant, any notice given by Tarion shall be delivered to the Registrant’s address or telefax number as specified in this Agreement or at such other address or telefax number as the Registrant may, from time to time, designate by way of written notice received by Tarion.

Tarion reporting of Registrant’s performance

4.3 The Registrant hereby authorizes Tarion to report on the Registrant’s performance and/or compliance status in respect of


Due diligence by Tarion to ensure notice and accurate reporting

homes enrolled (or that ought to have been enrolled) by the Registrant in any publication (whether print, electronic or otherwise). Prior to Tarion reporting such information in any such publication, Tarion shall provide the Registrant with prior notice of same and the Registrant shall have fifteen (15) days thereafter within which to challenge, question, rectify or supplement the subject matter of such report. Tarion hereby undertakes and agrees to exercise due diligence in order to ensure the veracity and accuracy of all information so reported and/or published. Tarion shall be entitled to proceed with such reporting or publication notwithstanding any challenge or question, after having thoroughly investigated the matter.

Tarion disclosure of Registrant’s ability to construct homes and carry out warranty work

4.4 The Registrant further authorizes the disclosure of information by Tarion to the general public (and/or any credit reporting agency to whom Tarion owes a duty of disclosure) concerning the Registrant’s ability to build homes and/or carry out any warranty work, where the Registrar of Tarion believes it advisable to do so for the protection of the public. Prior to Tarion disclosing such information, Tarion shall provide the Registrant with prior notice of same and the Registrant shall have fifteen (15) days thereafter within which to challenge, question, rectify or supplement such information. Tarion shall be entitled to proceed with such disclosure, notwithstanding any challenge or question, after having reasonably considered same, provided Tarion honestly believes that the information disclosed is accurate in all material respects.

Misleading advertising 4.5 The Registrant covenants and agrees that it shall not advertise or publish a registration or enrolment number which the Registrant does not have (or which does not exist), and the Registrant shall not promote, publish or advertise a rating or qualification that the Registrant does not have. The Registrant further acknowledges and agrees that a breach of this provision shall entitle the Registrar to obtain and enforce a court order to enjoin and/or restrain such activities.

Provision of Registrant’s name, address, telephone and telefax to contact Registrant

4.6 The Registrant authorizes the provision by Tarion of its database containing only the names, business addresses, telephone and telefax numbers of all Registrants, from time to time, to recognized builder associations. In addition, the Registrant authorizes Tarion to provide the name, business address, telephone and telefax number of the Registrant in the Rating for After Sales Service and to anyone desiring to contact the Registrant.

Governance by the laws of Ontario and Canada

4.7 This Agreement shall be construed in accordance with (and be governed by) the laws of the Province of Ontario and the laws of Canada applicable thereto.

Jurisdiction of legal proceedings

4.8 The parties hereto shall attorn to the jurisdiction of the courts of the Province of Ontario, and confirm that any legal proceedings in respect of this Agreement shall be tried at Toronto or such other venue as is proposed by Tarion in any application or originating


process initiated by Tarion in respect of this Agreement.

Severability of invalid provisions

4.9 Any provision of this Agreement which is finally determined to be illegal, void or unenforceable in any relevant jurisdiction by a court of competent jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such illegality, voidness or unenforceability without invalidating or in any way impairing the enforceability of the remaining provisions hereof.

Definition of words and expressions

4.10 The words and expressions used in this Agreement shall, unless otherwise defined in this Agreement, have the meanings ascribed to them in the Act and the Regulations.

Headings and margin notes 4.11 The insertion of headings and margin notes in this Agreement is for the purpose of convenience of reference only, and shall not affect the construction or interpretation of this Agreement.

English language 4.12 The parties have requested that this Agreement and all related documents and instruments be drawn up in the English language. Les parties confirment leur volonté que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

Gender and number 4.13 This Agreement shall be read and construed with all changes in gender and/or number as may be required by the context.

Receipt of true copy 4.14 The Registrant hereby acknowledges having read and understood this Agreement and having received a true completed copy of this Agreement.


IN WITNESS WHEREOF the Registrant has executed this Agreement, under seal, as of the date first above-mentioned.

Witness Name: ________________________________ (print legibly)

Registrant Name: ________________________________ (print legibly)

Witness Signature: _____________________________

Registrant Signature: _____________________________ If not an individual, signature of signing officer

Witness Address:

__________________________________ (Street)

__________________________________ (City, Province, Postal Code)

Signing Officer Name: ________________________________ (print legibly)

I have authority to bind the entity.

TARION WARRANTY CORPORATION Per: _____________________________________________(seal) The Registrar Registration effective this ______ day of ___________________, 20____

Builder Agreement and

Vendor Agreement


Instructions for Completing the Builder Agreement and/or the Vendor Agreement

If you are applying as a Builder (you intend to build new homes), you will need to complete the Builder Agreement.

If you are applying as a Vendor (you intend to sell new homes), you will need to complete the Vendor Agreement. If you are intending to act as both a Builder (you intend to build new homes) and a Vendor (you intend to sell new homes), you will need to complete both the Builder and Vendor Agreements.

Completing Page 1 of the Agreement

1. On the first line, enter the date that you are completing the Agreement.

2. On the second line, enter the name of the company (if you are applying as a corporation),

the name of your partnership or joint venture, or your personal name (if you are applying

as a sole proprietor). Note: The name here is the name that you are using to apply to

Tarion with.

3. On the third line, enter the name of the City/Town where you or your company resides.

Signing the Agreement

1. On Page 10 of the Builder Agreement and Page 11 of the Vendor Agreement, print the

name you are using to apply to Tarion with on the “Registrant Name” line.

2. An authorized signing officer of a corporation, the sole proprietor, or partners must sign

on the “Registrant Signature” line. This signature must be witnessed.

3. If the Registrant is a partnership or joint venture, all parties must sign and their signatures

must be witnessed. If you require additional signature space, please use the open area

on the right hand side of the signature page.

4. Have a witness print their name and provide their signature and address under the

signature line. If you have a corporate seal, you may use it in lieu of a witness.

If you have any questions, please do not hesitate to contact Tarion’s Licensing and Underwriting department at 1-877-696-6497 ext. 3001, or by e-mail at L&[email protected].

VENDOR AGREEMENT Page 1 of 12 Tarion.2017-01

THIS AGREEMENT made the ______ day of ________________, 20____,

B E T W E E N: ________________________________________________________, (Print the exact legal name of the Vendor)

of the City of _____________________, in the Province of Ontario (hereinafter referred to as the “Registrant”);

Tarion Warranty Corporation, a private, non-profit corporation, incorporated without share capital, pursuant to the laws of the Province of Ontario

(hereinafter referred to as “Tarion”)

VENDOR AGREEMENT WHEREAS: 1. Tarion is a private, non-profit corporation designated by the Lieutenant Governor in Council to

administer the Ontario New Home Warranties Plan Act, as amended from time to time (the “Act”); 2. the Registrant applied to Tarion for registration as a vendor under the Act; 3. Tarion grants registration conditional upon the Registrant executing this Vendor Agreement (the

“Agreement”), which Agreement deals with the Registrant’s rights and obligations as a vendor under the Act, the regulations enacted thereunder, as amended from time to time (the “Regulations”) and all applicable builder bulletins issued by Tarion from time to time (the “Bulletins”);

NOW THEREFORE IN CONSIDERATION OF the registration of the Registrant under the Act, and for other good and valuable consideration (the receipt and sufficiency of which is hereby expressly acknowledged), Tarion and the Registrant hereby confirm the veracity of the foregoing recitals and that same comprise an integral part of this Agreement, and agree with each other as follows:


ARTICLE 1.0 – APPLICATION AND REGISTRATION Authority of the Registrant to enter into the Agreement

1.1 The Registrant represents and warrants to Tarion that the Registrant has full capacity, power and authority to enter into this Agreement, holds all necessary licenses and permits required to carry on the business of selling homes in the Province of Ontario and, if a corporation, is a duly organized and validly subsisting corporation under the laws of the Province of Ontario (or alternatively is a duly organized and validly subsisting extra-provincial corporation or federal corporation, and licensed to carry on business in the Province of Ontario).

Commitment to true and accurate disclosure

1.2 The Registrant further represents and warrants to Tarion that the information set forth in the application for registration of the Registrant under the Act, and in other documents furnished by the Registrant to Tarion in connection with such application, is true and correct in all material respects and does not omit to communicate any fact, circumstance or information that may have a material adverse impact on the Registrant’s ability to fulfill its obligations under this Agreement, or that may reasonably have a material affect on the risk assessment undertaken (or to be undertaken), in connection with the registration (or continued registration) of the Registrant under the Act.

Commitment to submission of security, financial information and other documentation

1.3 The Registrant shall, upon the request of Tarion and at the expense of the Registrant, furnish Tarion with such guarantees, indemnities, surety bonds, letters of credit, deposit trust agreements, undertakings, collateral charges and/or other security instruments as Tarion may reasonably require in accordance with the Act and the Regulations, together with statements of personal net worth, bank statements, drivers’ licenses, birth certificates, articles of incorporation, sample signatures, corporate by-laws, financial statements, and/or such other documentation, records and security as Tarion may reasonably require for the purpose of initial registration, renewal of registration and/or securing the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins. Between renewal dates, Tarion shall not require additional documentation or security from or on behalf of the Registrant, unless Tarion reasonably believes that intervening circumstances have arisen which may impair the Registrant’s ability to sell homes and/or carry out any requisite after sales service and warranty work.

Use of credit information 1.4 The Registrant hereby authorizes Tarion to procure and utilize, from time to time, credit information in respect of the Registrant, and agrees that no action, claim or other proceeding shall be instituted or pursued against Tarion in respect of any damages incurred by the Registrant thereby, provided such credit information is not disclosed to any third party, except for credit reporting agencies to whom Tarion owes a duty of disclosure, and


except as otherwise required by law.

Vendor’s ongoing disclosure obligation

1.5 The Registrant shall be obliged to communicate to Tarion any fact, circumstance or information that may have a material adverse impact on the Registrant’s ability to sell homes and/or carry out any requisite after sales service and warranty work.

Tarion’s disclosure obligation 1.6 Tarion agrees to advise the Registrant, in writing, of all notices of claims or potential claims that Tarion receives from any purchaser(s) or homeowner(s) relating to any home(s) in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant). Tarion also agrees to provide the Registrant with a reasonable opportunity (as may be specified by the Act, and/or the Regulations from time to time) to rectify or remedy any warrantable work or financial loss claim(s) prior to Tarion initiating any enforcement proceedings or remedial work.

Termination of the Registrant’s obligations

1.7 This Agreement, and all obligations of the Registrant hereunder may not be unilaterally terminated by the Registrant, but rather, shall remain in full force and effect and continue to bind the Registrant, notwithstanding any expiry or revocation of the registration of the Registrant under the Act and notwithstanding any amendment, alteration or modification of the Act or the Regulations, until the earlier of the date that: (i) all obligations and liabilities of the Registrant to Tarion have

been fulfilled or complied with; or (ii) all applicable warranty or limitation periods have expired,

with no claims having been filed with Tarion prior thereto; relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant).

Consent to transfer or assign the registration

1.8 The registration of the Registrant under the Act is not transferable or assignable by the Registrant, whether by way of power of attorney, sale, amalgamation or otherwise, without the prior written consent of Tarion.

No unauthorized use of the registration number

1.9 The Registrant shall not permit the use of the Registrant’s registration number by any other party, and without limiting the generality of the foregoing, the Registrant shall immediately report the use of the Registrant’s registration number by any other party to Tarion upon becoming aware of same.

Designation as “Registered Vendor”

1.10 During the term of the registration of the Registrant under the Act, the Registrant shall be entitled to hold itself out as a “Registered Vendor”.


ARTICLE 2.0 – LIABILITY AND INDEMNITY Warranty obligations during the warranty periods

2.1 The Registrant shall diligently perform the obligations heretofore or hereafter imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any non-performance or inadequate performance of such obligations, in whole or in part, at the times, (and in the manner) as may be provided or contemplated by the Act, the Regulations, this Agreement and/or the Bulletins, provided written notice of a claim against the Registrant, or relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) has been given to Tarion within the relevant warranty period(s).

Obligations for financial losses of purchasers

2.2 The Registrant shall diligently perform the obligations of the Registrant under each purchase agreement heretofore or hereafter entered into by the Registrant relating to any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant). In the event of the failure of the Registrant to perform such obligations, the Registrant shall pay to each purchaser who has made a written claim to Tarion (in respect of his or her purchase agreement with the Registrant) prior to the expiration of the applicable limitation period, the amount of the financial loss suffered by such purchaser plus, in the case of a condominium unit, deposit interest which is owing by the Registrant to the purchaser pursuant to the Condominium Act, and shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any non-payment of such financial loss amount and interest.

Obligations of Registrant and Tarion for major structural defects

2.3 Without limiting the obligations of the Registrant to Tarion arising under 2.1 and 2.2 hereof, it is understood and agreed that the Registrant shall indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities whatsoever heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any major structural defect in any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), all in accordance with the Act and Regulations.

Enforcement of obligations 2.4 Tarion shall not be obliged to proceed against the builder of any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), prior to proceeding to enforce the obligations of the Registrant under this Agreement.

Vendor obligation to retain Registered Builder

2.5 Where the Registrant does not build homes in the ordinary course


of the Registrant’s business, the Registrant shall at all times maintain in full force and effect an agreement with a builder registered under the Act who does build homes in the ordinary course of its business, whereby such builder agrees to diligently perform the work required to fulfill each and every obligation imposed upon the Registrant by the Act, the Regulations, this Agreement and any Bulletins, in respect of the construction of such home (and completion items) for which the builder has received payment and to maintain its agreement with Tarion to indemnify and save Tarion harmless from and against all losses, claims, costs, damages and/or liabilities heretofore or hereafter suffered or incurred by Tarion resulting from (or arising out of) any non-performance or non-fulfillment of such obligations, in whole or in part. The Registrant shall provide Tarion with a copy of such agreement upon applying for registration under the Act, and shall forthwith advise Tarion should such agreement be terminated, substantially modified or replaced with a similar agreement with another builder.

Preservation of rights and claims against others

2.6 The Registrant shall preserve all assignable rights and claims that the Registrant may have against manufacturers, suppliers, vendors, builders, contractors, sub-contractors and others in respect of any major structural or other construction defect(s), or with respect to any contravention of the Ontario Building Code, relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant), and in those circumstances where the Registrant is not diligently enforcing or pursuing such rights and claims, and to the extent permitted by law, the Registrant shall, forthwith upon the request of Tarion, assign and transfer all such rights and claims to and in favour of Tarion, and shall execute and deliver such assignments and other instruments and do such acts and things as Tarion may reasonably require in order to enable Tarion to prosecute and enforce such rights and claims as fully and effectually as the same could be prosecuted and enforced by the Registrant.

Administration fee 2.7 The Registrant shall pay to Tarion an administration fee equivalent to fifteen (15%) per cent (or such other per cent as may be stipulated from time to time by the Regulations) of each amount paid out by Tarion to any purchaser(s), homeowner(s) or third party contractor(s)/consultant(s) in respect of the obligations imposed upon the Registrant by the Act, the Regulations, this Agreement and/or the Bulletins.

Interest on debt 2.8 The Registrant shall pay to Tarion interest on any amounts owed to Tarion by the Registrant by virtue of the Act, the Regulations, this Agreement and/or the Bulletins, which interest shall accrue at the rate of eighteen (18%) per cent per annum, calculated annually, not in advance (or such other interest rate as may be stipulated from time to time by the Regulations) and accruing from and after the


respective date(s) that any amount(s) is/are so due or owing to Tarion, to and until the date that all such amounts (together with all interest accrued thereon as aforesaid) have been fully paid or remitted to Tarion.

Binding nature of the Agreement

2.9 This Agreement shall extend and enure to the benefit of the successors and assigns of Tarion and shall be binding upon the Registrant and the heirs, estate trustees, legal representatives, successors and permitted assigns of the Registrant.

ARTICLE 3.0 – ONGOING TERMS AND CONDITIONS OF REGISTRATION Access to inspect and copy relevant books and records

3.1 Upon reasonable prior notice the Registrant shall allow Tarion free access, during normal business hours, to inspect (and make copies of all relevant portions of) the Registrant’s books and records relating to the construction and/or sale of any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant), to ensure compliance with the Act, the Regulations, this Agreement and/or the Bulletins.

Provision of documents 3.2 The Registrant shall, at the Registrant’s expense and upon the request of Tarion, furnish to Tarion copies of all purchase agreements, construction contracts, insurance contracts, construction reports and such other documents relating to any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant), and which are in the Registrant’s possession or control, as Tarion may reasonably require from time to time.

Limits on selling or collecting deposits

3.3 The Registrant shall not sell and/or collect deposits on homes sold exceeding the maximum number of homes (if any) permitted to be sold by Tarion, without obtaining the prior written consent of Tarion thereto.

Written notice in advance of inspections

3.4 The Registrant shall provide to Tarion written notice of the completion of any stage of construction of any homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant), as specified by Tarion as a condition of the registration of the Registrant, in order to allow for whatever inspections Tarion may wish to have carried out with respect to same.

Obligation for annual renewal of registration

3.5 The Registrant shall annually apply for the renewal of its registration under the Act and shall pay the renewal fee as prescribed from time to time by Tarion, notwithstanding the delivery or non-delivery to the Registrant of the prescribed renewal application form.

Provision of documents prior to selling condominium units

3.6 Without limiting the obligations of the Registrant to Tarion arising under section 1.3 hereof, the Registrant shall, prior to selling any


Exclusion of reservation agreements

units in a condominium project, furnish to Tarion such documentation, agreements and security as Tarion may require in order to secure the performance and fulfillment of the Registrant’s obligations and liabilities to Tarion arising under the Act, the Regulations, this Agreement and/or the Bulletins provided, however, that no security shall be required to be posted or given to Tarion by the Registrant in respect of reservation agreements only.

Delivery of deposit receipt to Registrant

3.7 Following the enrolment of the common elements of a condominium project in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), and the provision of any required security acceptable to Tarion in connection therewith, Tarion shall furnish the Registrant with a deposit receipt for every dwelling unit for which deposit security has been provided.

Delivery of Certificate of Completion and Possession to owners and Tarion

3.8 The Registrant shall properly complete, execute and deliver to the owner of each home, in respect of which the Registrant acted as Vendor, a Certificate of Completion and Possession in the form provided from time to time by Tarion, setting forth the date upon which the home is completed for possession, and shall furnish Tarion with a copy of same within fifteen (15) days after said date.

Delivery of duplicate registered declaration of condominium project to Tarion

3.9 In the case of a condominium project developed and/or registered by the Registrant, the Registrant shall forward a copy of the duplicate registered condominium declaration to Tarion within fifteen (15) days after the registration of such declaration.

Compliance with Builder Bulletins

3.10 The Registrant shall diligently comply with the provisions of the Bulletins, issued by Tarion from time to time in accordance with the Act and the Regulations, where applicable to the Registrant, provided Tarion has given the Registrant reasonable prior notice of the provisions of the Bulletins. Tarion confirms and agrees that any Bulletins issued shall not have retroactive effect with respect to any home(s) under construction as at their respective issue dates, unless otherwise required pursuant to any applicable judicial ruling or statutory provision.

Notification of business changes to Tarion

3.11 The Registrant shall notify Tarion in writing of any change in the mailing address or facsimile number of the Registrant, any change in the members of (or partners in) the Registrant, and/or any change in the officers, directors or shareholders of the outstanding voting shares of the Registrant, within fifteen (15) days after the date of any such change.

Inclusion of addendum in purchase agreements

3.12 The Registrant shall include in each purchase agreement entered into by the Registrant, relating to any home in respect of which the Registrant acted as Vendor (or that was enrolled by the Registrant), all addenda prescribed by Tarion, from time to time, provided Tarion has given reasonable prior notice of same to the Registrant.


Term and condition of registration

3.13 Compliance with the provisions of this Agreement shall form a term and condition of the registration of the Registrant under the Act.

ARTICLE 4.0 – ADMINISTRATIVE MATTERS 4.1 Reserved

Notice by Registrant or Tarion

4.2 Any notice desired or required to be given by either of the parties hereto to the other shall be conclusively deemed to have been sufficiently given if delivered by ordinary mail, hand/courier or by telefax only on business days (excluding Saturdays, Sundays and statutory holidays), and shall be deemed to have been received on the fifth business day after any such notice has been mailed/posted, or on the day that same has been delivered by hand/courier or telefaxed, on the express understanding that any notice delivered by hand/courier or telefaxed after 4:30 p.m. shall be deemed to have been received on the next business day following the date of such delivery or such telefax transmission (as the case may be), and provided further that if telefaxed, a confirmation of such telefax transmission must be received by the transmitting party at the time of such transmission, otherwise same shall be deemed not to have been properly or sufficiently telefaxed to the intended party. In the case of the Registrant, any notice given by Tarion shall be delivered to the Registrant’s address or telefax number as specified in this Agreement or at such other address or telefax number as the Registrant may, from time to time, designate by way of written notice received by Tarion.

Tarion reporting of Registrant’s performance Due diligence by Tarion to ensure notice and accurate reporting

4.3 The Registrant hereby authorizes Tarion to report on the Registrant’s performance and/or compliance status relating to homes in respect of which the Registrant acted as Vendor (or that were enrolled by the Registrant) in any publication (whether print, electronic or otherwise). Prior to Tarion reporting such information in any such publication, Tarion shall provide the Registrant with prior notice of same and the Registrant shall have fifteen (15) days thereafter within which to challenge, question, rectify or supplement the subject matter of such report. Tarion hereby undertakes and agrees to exercise due diligence in order to ensure the veracity and accuracy of all information so reported and/or published. Tarion shall be entitled to proceed with such reporting or publication notwithstanding any challenge or question, after having thoroughly investigated the matter.

Tarion disclosure of Registrant’s ability to sell and provide after sales service

4.4 The Registrant further authorizes the disclosure of information by Tarion to the general public (and/or any credit reporting agency to whom Tarion owes a duty of disclosure) concerning the Registrant’s ability to sell homes and carry out any requisite after sales service and warranty work, where the Registrar of Tarion


believes it advisable to do so for the protection of the public. Prior to Tarion disclosing such information, Tarion shall provide the Registrant with prior notice of same and the Registrant shall have fifteen (15) days thereafter within which to challenge, question, rectify or supplement such information. Tarion shall be entitled to proceed with such disclosure, notwithstanding any challenge or question, after having reasonably considered same, provided Tarion honestly believes that the information disclosed is accurate in all material respects.

Misleading advertising 4.5 The Registrant covenants and agrees that it shall not advertise or publish a registration or enrolment number that the Registrant does not have (or that does not exist), and the Registrant shall not promote, publish or advertise a rating or qualification that the Registrant does not have. The Registrant further acknowledges and agrees that a breach of this provision shall entitle the Registrar to obtain and enforce a court order to enjoin and/or restrain such activities.

Provision of Registrant’s name, address, telephone and telefax to contact Registrant

4.6 The Registrant authorizes the provision by Tarion of its database containing only the names, business addresses, telephone and telefax numbers of all Registrants, from time to time, to recognized builder associations. In addition, the Registrant authorizes Tarion to provide the name, business address, telephone and telefax number of the Registrant in the Rating for After Sales Service and to anyone desiring to contact the Registrant.

Governance by the laws of Ontario and Canada

4.7 This Agreement shall be construed in accordance with (and be governed by) the laws of the Province of Ontario and the laws of Canada applicable thereto.

Jurisdiction of legal proceedings

4.8 The parties hereto shall attorn to the jurisdiction of the courts of the Province of Ontario, and confirm that any legal proceedings in respect of this Agreement shall be tried at Toronto or such other venue as is proposed by Tarion in any application or originating process initiated by Tarion in respect of this Agreement.

Severability of invalid provisions

4.9 Any provision of this Agreement which is finally determined to be illegal, void or unenforceable in any relevant jurisdiction by a court of competent jurisdiction shall, as to such jurisdiction only, be ineffective to the extent of such illegality, voidness or unenforceability without invalidating or in any way impairing the enforceability of the remaining provisions hereof.

Definition of words and expressions

4.10 The words and expressions used in this Agreement shall, unless otherwise defined in this Agreement, have the meanings ascribed to them in the Act and the Regulations.

Headings and margin notes 4.11 The insertion of headings and margin notes in this Agreement is for the purpose of convenience of reference only, and shall not affect


the construction or interpretation of this Agreement.

English language 4.12 The parties have requested that this Agreement and all related documents and instruments be drawn up in the English language. Les parties confirment leur volonté que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais.

Gender and number 4.13 This Agreement shall be read and construed with all changes in gender and/or number as may be required by the context.

Receipt of true copy 4.14 The Registrant hereby acknowledges having read and understood this Agreement and having received a true completed copy of this Agreement.


IN WITNESS WHEREOF the Registrant has executed this Agreement, under seal, as of the date first above-mentioned.

Witness Name: ________________________________ (print legibly)

Registrant Name: ________________________________ (print legibly)

Witness Signature: _____________________________

Registrant Signature: _____________________________ If not an individual, signature of signing officer

Witness Address:

__________________________________ (Street)

__________________________________ (City, Province, Postal Code)

Signing Officer Name: ________________________________ (print legibly)

I have authority to bind the entity.

TARION WARRANTY CORPORATION Per: _____________________________________________(seal) The Registrar Registration effective this ______ day of ___________________, ______.

Recommended Covenants Between a Registered Vendor and Registered Builder

Paragraph 2.5 of the Vendor Agreement requires a Vendor which does not build homes in the ordinary course of its business to retain a Registered Builder. Tarion advises Registered Vendors to ensure the following covenants are included in their contracts with Registered Builders:

� an agreement (covenant) by the Registered Builder to diligently perform all work required to fulfill every obligation of a “builder” under the Act, the Regulations and the bulletins in respect of each home intended to be constructed by such party.

� an agreement (covenant) by the Registered Builder to indemnify Tarion against all

losses, claims, costs, damages and/or liabilities suffered or incurred by Tarion resulting from (or arising out of) any non-performance or non-fulfillment of such party’s obligations.


Dear Prospective Guarantor: Re: Guarantee and Indemnity We understand you have agreed to guarantee the obligations of the Registrant. Before signing the attached Guarantee and Indemnity, we recommend that you read it carefully and review it with your legal counsel. The Guarantee and Indemnity sets out your obligations and you should familiarize yourself with the terms of the attached Guarantee and Indemnity. The Guarantee and Indemnity is a binding contract between you and Tarion. By signing the Guarantee and Indemnity you agree in your personal capacity (or corporately if the Guarantee and Indemnity is from a corporation) to:

• guarantee indefinitely the payment and performance of the Registrant’s obligations to Tarion which may arise during the full warranty period (7 years) of each home commenced by the Registrant. You will continue to be liable unless and until the Guarantee and Indemnity is terminated in accordance with its termination provisions; and

• indemnify Tarion for all costs, claims, losses, damages and liabilities that may arise as a result of the Registrant failing to pay or perform its obligations to Tarion for all homes commenced, built or sold by the Registrant.

Please ensure you follow the attached instructions when completing the Guarantee and Indemnity and keep a copy of it for your records. Please return the signed and initialed Guarantee and Indemnity to Tarion by mail, by courier or true copy scanned and sent by email.

Neither this letter nor the instructions form part of, nor do they alter the terms of, the Guarantee and Indemnity. As a guarantor you must provide an updated Personal Net Worth Statement to Tarion each renewal period, along with supporting material. For corporate guarantors, Tarion requires externally prepared reviewed financial statements. If you have any questions or concerns, please contact Tarion’s Licensing and Underwriting department at 1-877-696-6497 ext. 3001 or go to the Contact Us link at Tarion.com.

Yours truly, Tarion Licensing and Underwriting


CHECKLIST for Completing the Guarantee and Indemnity

NOTE: The Guarantee and Indemnity must be accurately completed according to these instructions. No changes, deletions, corrections (e.g. use of white out, items crossed off) are permitted on the Guarantee and Indemnity. This will result in the Guarantee and Indemnity being returned, resulting in a delay or possible refusal of the Applicant’s registration or Registrant’s renewal. Please ensure the following blank fields are completed before returning it to Tarion:

□ All Pages - Guarantor must initial the box at the bottom of each page of the Guarantee

and Indemnity to acknowledge that you have read, understood and agreed to the contents of that page. If the Guarantor is a corporation or other legal entity, the duly authorized signing officer(s) must initial each page.

□ Page 1 – Insert the full legal name of the Guarantor, whether it is an individual,

corporation or other legal entity (e.g. if your full legal name is John Michael Smith, it must be written exactly this way on both pages 1 and 15).

□ Page 1 – Insert the current complete mailing address and phone number of the

Guarantor, whether it is an individual, corporation, or other legal entity.

□ Page 1 – Insert the full name of the Registrant for whom the Guarantee and Indemnity is

being provided. The Registrant name inserted must match the name of the Registrant in Tarion’s records (e.g., Michael R. Smith is not the same as Mike Smith, and Acme Homes (Brampton) Inc. is not the same as Acme Homes Inc.).

□ Page 15 – Insert the date the Guarantee and Indemnity is signed (e.g. 1st day of

January, 2014).

□ Page 15 – Witness: The individual (at least 18 years old) who witnesses the Guarantor

sign the Guarantee and Indemnity must: (i) insert his/her full legal name where indicated; and (ii) sign where indicated.

□ Page 15 - Print the full legal name of the Guarantor. Your name must read exactly the

same as the Guarantor name printed on page 1.

□ Page 15 - Provide the signature of the Guarantor or authorized signing officer(s).

If the Guarantor is a corporation or other legal entity, print the name of the authorized signing officer(s) above “Name of Signatory”. Otherwise, if the guarantor is a person, leave it blank.

If you have any questions about the Guarantee and Indemnity or how to complete it, please contact Tarion at 1-877-696-6497 ext. 3001 or go to the Contact Us link at Tarion.com.

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GUARANTEE AND INDEMNITY

THIS GUARANTEE AND INDEMNITY is made

BY: Name: ______________________________________________________ (print legibly)

(the “Guarantor”) Address: ______________________________________________________ (print legibly) Telephone Number: ____________________________________________ (print legibly)

FOR REGISTRANT: ___________________________________________________________ (print legibly) (print Vendor/Builder name)

(the “Registrant”)

IN FAVOUR OF: TARION WARRANTY CORPORATION (“Tarion”)

5160 Yonge Street, 12th Floor Toronto, ON M2N 6L9

RECITALS:

A. Tarion is a private, non-profit corporation designated by the Lieutenant Governor in Council to administer

the Ontario New Home Warranties Plan Act.

B. The Registrant has applied to Tarion for registration or continued registration as a vendor and/or builder under the ONHWP Act.

C. The Guarantor has executed this Guarantee and Indemnity Agreement in order to better secure the due performance and fulfillment of all obligations and liabilities of the Registrant to Tarion, statutory, contractual or otherwise relating to certain Homes.

NOW THEREFORE in consideration of the sum of $1.00, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Guarantor agrees with Tarion as follows:

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ARTICLE 1 INTERPRETATION

1.1 Definitions

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the ONHWP Act. In this Agreement, in addition to the definitions set out in the recitals hereto:

1.1.1 “this Agreement”, “hereto”, “herein”, “hereof”, “hereby”, “hereunder” and any similar expressions refer to this Guarantee and Indemnity as it may be supplemented, amended or restated from time to time, and not to any particular Article, Section or other portion hereof;

1.1.2 “Builder Activity Period” means each and every 12 month period (or longer or shorter period if a registration renewal date is more or less than 12 months from the initial registration date or last renewal date), following: (i) the Commencement Date; and (ii) any renewal date for registration thereafter. For greater clarity, Builder Activity Period includes any such period whether or not the Registrant is actually registered with Tarion, including if: registration is allowed to expire; registration is suspended, revoked or refused; registration is subject to a notice of proposal to suspend, revoke or refuse that has not been finalized; and/or the Registrant is building a Home(s) illegally;

1.1.3 “Claim” has the meaning ascribed to such term in section 3.1;

1.1.4 “Commenced” in respect of a Home means the date the Home is properly enrolled under the ONHWP Act and if not so enrolled, the earlier of: (i) the date the Home should have been so enrolled; (ii) the date the Registrant has sold or agreed to sell the Home; and (iii) the date construction of the Home commenced including preparatory work such as demolition and/or excavation. For clarity, “Homes Commenced” will include any Homes Commenced by or on behalf of the Registrant regardless of whether the Registrant is at the time registered with Tarion;

1.1.5 “Commencement Date” means the date this Agreement is signed on the signing page or, if this Agreement replaces a current Indemnity, then the date set out here:

1.1.6 “Condominium Project” has the meaning ascribed to such term in Regulation 892 of the ONHWP Act;

1.1.7 “Guaranteed Obligations” means all of the obligations, liabilities and indebtedness of the Registrant to Tarion from time to time, whether present or future, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency: (i) which are VB Obligations; and (ii) otherwise, in respect of any Homes Commenced by the Registrant during any Builder Activity Periods following the Commencement Date;

1.1.8 “Home” means a home as defined in the ONHWP Act;

1.1.9 “Indemnifiable Circumstance” has the meaning ascribed to such term in Section 2.2;

1.1.10 “Indemnified Amounts” means the amounts to be paid by the Guarantor under Section 2.2;

1.1.11 “Maximum Liability Amount” means the aggregate of the amounts at a given time calculated as follows:

A. $20,000 x the number of Homes Commenced by the Registrant during all Builder Activity Periods (or parts thereof);

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plus

B. For the common elements of each Condominium Project Commenced by the Registrant during all Builder Activity Periods (or parts thereof), the lesser of $20,000 x the number of units in the Condominium Project and $1,000,000;

less

C. Any amounts paid by the Guarantor to Tarion in satisfaction or reduction of the Guaranteed Obligations and/or Indemnified Amounts;

1.1.12 “ONHWP Act” means the Ontario New Home Warranties Plan Act and regulations thereunder, as amended from time to time;

1.1.13 “Proceedings” means any receivership, insolvency, proposal, bankruptcy, compromise, arrangement, reorganization, winding-up, dissolution or other similar proceedings, whether or not any of the foregoing is judicial in nature;

1.1.14 “Registrant” means the Registrant noted on page one including any successors and assigns. Such designation for the purposes of this Agreement shall not be affected by the person’s registration status with Tarion;

1.1.15 “VB Obligations” means any and all obligations, liabilities and indebtedness of a vendor and/or builder to Tarion under the ONHWP Act, any agreement with Tarion, Builder Bulletins or otherwise, including without limitation, all amounts Tarion pays out to resolve a vendor or builder’s warranty obligations, as well as statutory administration fees and interest (whether or not actually incurred) and other third party costs including legal fees on a substantial indemnity basis in enforcing this Agreement.

1.2 Additional Definitions

1.2.1 In this Agreement, unless the contrary intention appears, a reference to:

1.2.1.1 an “amendment” includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation and “amend” will be construed accordingly;

1.2.1.2 any person includes its successors and assigns, replacements, transferees and substitutes from time to time; and

1.2.1.3 any document includes (without prejudice to any prohibition on amendments) all amendments (however fundamental) to that document, including any amendment providing for any increase (however great) in the amount or the provision of any facility.

1.3 Headings

The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

1.4 References to Articles and Sections

Whenever in this Agreement a particular Article, section or other portion thereof is referred to, such reference pertains to the particular Article, section or portion thereof contained herein, unless otherwise indicated.

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1.5 References to Agreements and Enactments

Except as otherwise specifically provided:

1.5.1 reference in this Agreement to any contract, agreement or any other document shall be deemed to include (i) reference to the same as supplemented, amended or restated from time to time and (ii) reference to any contract, agreement or any other document which substitutes, in whole or in part, for the same from time to time; and

1.5.2 reference in this Agreement to any enactment, including, without limitation, any statute, law, by-law, regulation, rule, ordinance or order, shall be deemed to include reference to such enactment as re-enacted or amended from time to time and to any enactment in substitution therefor.

1.6 Currency

Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in Canadian currency.

1.7 Gender and Number

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.8 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect.

1.9 No Conditions Precedent

This Agreement is effective upon execution and delivery of this Agreement by the Guarantor.

1.10 Amendment, Waiver

No amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

1.11 Governing Law, Attornment

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the Guarantor hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of Ontario.

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ARTICLE 2 GUARANTEE AND INDEMNITY

2.1 Guarantee

The Guarantor unconditionally and irrevocably guarantees the due payment and performance of all Guaranteed Obligations subject to section 2.6.

2.2 Indemnity

The Guarantor shall indemnify and save Tarion harmless from and against any losses, costs, claims, damages and/or liabilities which may arise resulting from or by virtue of:

2.2.1 any of the Guaranteed Obligations being or becoming for any reason whatsoever in whole or in part: (i) void, voidable, ultra vires, illegal, invalid, ineffective or otherwise unenforceable by Tarion in accordance with its terms; or (ii) released or discharged by operation of law; or

2.2.2 the failure of the Registrant to perform or fulfill any of the Guaranteed Obligations; or

2.2.3 the payment or satisfaction by Tarion in whole or in part of any claim asserted by any party pursuant to the ONHWP Act in respect of or otherwise related in any manner to any home enrolled (or which ought to have been enrolled), constructed and/or sold by or on behalf of the Registrant;

(all of the foregoing collectively, an “Indemnifiable Circumstance”).

This indemnity shall extend to all amounts paid by Tarion in its sole judgment to resolve any claim(s) made against it under the ONHWP Act in respect of the Registrant, subject to section 2.6.

For greater certainty, these losses shall include without limitation the amount of all Guaranteed Obligations which would have been payable by the Registrant but for the existence of an Indemnifiable Circumstance.

2.3 Guarantor Liable as Principal

The Guarantor shall be liable to Tarion as principal obligor and not as surety only, and will not plead or assert to the contrary in any action taken by Tarion in enforcing this Agreement.

2.4 Continuing Guarantee and Indemnity

The guarantee and indemnity herein shall be a continuing guarantee of the payment and performance of all the Guaranteed Obligations and a continuing indemnity for the payment of all Indemnified Amounts and shall apply to and secure any ultimate balance thereof due or remaining unpaid to Tarion. The guarantee and indemnity herein shall not be considered as wholly or partially satisfied by the intermediate payment or satisfaction at any time of all or any part of the Guaranteed Obligations or Indemnified Amounts. All payments received by Tarion from the Registrant or any other person shall be applied as payments in gross without any right on the part of the Guarantor to claim the benefit of any such payments until payment in full of all Guaranteed Obligations and Indemnified Amounts.

2.5 Reinstatement

The guarantee and indemnity herein shall be reinstated if at any time any payment of any Guaranteed Obligations or Indemnified Amounts is rescinded or must otherwise be returned by Tarion upon any Proceedings of or affecting the Registrant or the Guarantor or for any other reason whatsoever, all as though

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such payment had not been made. Tarion may concede or compromise any claim that such payment ought to be rescinded or otherwise returned, without discharging, diminishing or in any way affecting the liability of the Guarantor hereunder or the effect of this Section 2.5.

2.6 Maximum Liability Amount

The maximum amount that the Guarantor shall be required to pay to Tarion in respect of the Guaranteed Obligations and Indemnified Amounts in the aggregate for all Claims hereunder is limited to the Maximum Liability Amount. For clarity, although the Maximum Liability Amount is calculated by reference to Homes and units, the Maximum Liability Amount is an aggregate cap and does not restrict or limit liability for Guaranteed Obligations or Indemnified Amounts in respect of individual Homes, units or Condominium Projects.

ARTICLE 3 ENFORCEMENT

3.1 Demand

Upon the occurrence and during the continuance of an event giving rise to a guarantee or indemnity claim under Sections 2.1 or 2.2 above (a “Claim”), the Guarantor shall, on demand being made by Tarion forthwith pay to Tarion or perform or cause the performance of, all Guaranteed Obligations for which such demand was made. All Indemnified Amounts shall be payable by the Guarantor to Tarion, forthwith upon demand being made by Tarion.

3.2 Right to Immediate Payment or Performance

Tarion shall not be bound to make any demand on or to seek or exhaust its recourse against the Registrant or any other person or to realize on any security held by it in respect of the Guaranteed Obligations or Indemnified Amounts before being entitled to demand payment from or performance by the Guarantor and enforce its rights under this Agreement and the Guarantor hereby renounces all benefits of discussion and division.

3.3 Tarion’s Statement

A statement in writing of Tarion as to the amount of the Guaranteed Obligations, the Indemnified Amounts and all other amounts payable hereunder shall be binding upon the Guarantor and conclusive against it in the absence of manifest error.

ARTICLE 4 APPROPRIATION AND SET-OFF BY TARION

4.1 Appropriation

Upon the occurrence and during the continuance of a Claim, Tarion shall be at liberty, without in any way prejudicing or affecting its rights hereunder, to appropriate or to refrain from appropriating any payment made to, or monies received by it, from:

4.1.1 the Registrant or others to any portion of the Guaranteed Obligations; and

4.1.2 the Guarantor to any portion of the Guaranteed Obligations, the Indemnified Amounts, all other amounts payable hereunder and any other obligations, liabilities and indebtedness of the Guarantor to Tarion in connection with the Guaranteed Obligations;

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in each case whether then due or to become due, and whether absolute or contingent, and from time to time to revoke or alter any such appropriation, all as Tarion may from time to time in its sole discretion determine.

4.2 Set-Off by Tarion

Tarion may, at any time and from time to time after the occurrence of a Claim that is continuing, without demand or notice of any kind, set off, appropriate and apply any and all security or monies held by Tarion in any capacity, general or special, matured or unmatured, in any currency, held by or for the benefit of the Guarantor and any other indebtedness and liability of Tarion to the Guarantor, matured or unmatured, in any currency, against and on account of the Guarantor’s liability hereunder in any currency irrespective of whether or not Tarion has made any demand for payment hereunder or the Guaranteed Obligations are due, in such order of application as Tarion may from time to time elect. If the amounts being set-off are not payable in the same currency, Tarion may convert either amount into the other currency on the day as of which that set-off is being effected, or if that day is not a Business Day then on the Business Day preceding the day as of which that set-off is being effected.

ARTICLE 5 POSTPONEMENT OF DEBTS

AND GUARANTOR NOT TO COMPETE

5.1 Postponement of Debts

All liabilities and indebtedness, present and future, absolute or contingent, of the Registrant to the Guarantor following the occurrence of a Claim that is continuing, are postponed to the payment and performance in full of the Guaranteed Obligations, the Indemnified Amounts and all other amounts payable hereunder and all monies received by the Guarantor in respect thereof, following the occurrence of a Claim that is continuing, shall be received in trust for Tarion and forthwith upon receipt shall be paid over to Tarion, the whole without in any way lessening or limiting the liability of the Guarantor under this Agreement. Such postponement is independent of the guarantee and indemnity herein and shall remain in full force and effect until Tarion has received payment and performance in full of all Guaranteed Obligations, all Indemnified Amounts and all other amounts payable hereunder. For greater certainty, until the occurrence of a Claim that is continuing, the Guarantor may receive any payments contemplated by this Section 5.1.

5.2 Guarantor Not to Compete

The Guarantor shall not:

5.2.1 take any security or payment from the Registrant or any other guarantor or person liable directly or as surety for all or any part of the Guaranteed Obligations;

5.2.2 have a claim in any Proceedings of or affecting the Registrant or any other guarantor or person liable directly or as surety for all or any part of the Guaranteed Obligations that is pari passu or senior in right of payment to any claim of Tarion. For greater certainty, the Guarantor may take any action necessary to preserve a claim that is subordinate in right of payment to the claims of Tarion in any such Proceedings, including, without limitation, making any filings that are required to preserve such a claim;

5.2.3 assert any right (including without limitation any right of set-off, right of indemnity or reimbursement or right of contribution, and any right whether or not the right arises under any security) against the Registrant or any other guarantor or person liable directly or as surety for all or any part of the Guaranteed Obligations; or

5.2.4 have any right of subrogation to Tarion, or be otherwise entitled to claim the benefit of any security now or hereafter held by Tarion, in respect of the Guaranteed Obligations;

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until Tarion has received payment and performance in full of all Guaranteed Obligations, all Indemnified Amounts and all other amounts payable hereunder. Any money, security, or other personal or real property taken or received by the Guarantor in contravention of this Section 5.2 shall be held by the Guarantor in trust for Tarion and shall be delivered or transferred to Tarion on demand.

ARTICLE 6 PROTECTION OF TARION

6.1 Defects in Creation of Guaranteed Obligations

Tarion shall not be concerned to see or enquire into the capacity and powers of the Registrant or, as applicable, its directors, officers, partners, employees, or agents acting or purporting to act on its behalf. All obligations, liabilities and indebtedness purporting to be incurred by the Registrant in favour of Tarion shall be deemed to form part of the Guaranteed Obligations and/or Indemnified Amounts even though the Registrant may not be a legal entity or the incurring of such obligations, liabilities or indebtedness was irregularly, defectively or informally effected or in excess of the capacity or powers of the Registrant or its directors, officers, partners, employees or agents and notwithstanding that Tarion has specific notice of the capacity and powers of the Registrant or its directors, officers, partners, employees or agents.

6.2 Liability Absolute

The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:

6.2.1 any amalgamation, merger, consolidation or reorganization of the Registrant, the Guarantor, Tarion, or any continuation of the Registrant, the Guarantor, Tarion from the statute under which it now or hereafter exists to another statute whether under the laws of the same jurisdiction or another jurisdiction;

6.2.2 any change in the name, business, objects, capital structure, ownership, constating documents, by-laws, resolutions, registration status or registration number of the Registrant, the Guarantor, Tarion, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of the Registrant, the Guarantor or Tarion becomes the property of any other person;

6.2.3 if applicable, any change in the membership of the Registrant or the Guarantor due to the removal or introduction of one or more partners;

6.2.4 any Proceedings of or affecting the Registrant, the Guarantor, Tarion or any other person and any court orders made or action taken by the Registrant, the Guarantor, Tarion or any other person under or in connection with those Proceedings, whether or not those Proceedings or orders or that action results in any of the matters described in Sections 6.3.1.1 to 6.3.1.9 occurring with or without the consent of Tarion;

6.2.5 the current existence or subsequent occurrence of an Indemnifiable Circumstance;

6.2.6 any defence, counterclaim or right of set-off available to the Registrant;

6.2.7 the fact that the Registrant ceases to be liable for any reason whatsoever to Tarion in respect of all or any part of the Guaranteed Obligations (otherwise than by reason of the payment of those Guaranteed Obligations to Tarion) or the fact that a court determines that the liability of the Registrant to Tarion in respect of all or any part of the Guaranteed Obligations has been satisfied or is deemed to have been

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satisfied (except in circumstances where payment of those Guaranteed Obligations has been received by Tarion);

6.2.8 by Tarion’s actions or omissions, including: non-compliance with any of its agreements, with requirements of the ONHWP Act; or failure to give notice; and/or

6.2.9 any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of, the Guarantor, the Registrant or any other person in respect of the Guaranteed Obligations or the liability of the Guarantor hereunder (otherwise than by reason of the payment of those Guaranteed Obligations to Tarion).

6.3 Dealings by Tarion

6.3.1 Tarion may from time to time in its absolute discretion without discharging, diminishing or in any way affecting the liability of the Guarantor hereunder:

6.3.1.1 make or continue to make any accommodation available to the Registrant constituting or relating to the Guaranteed Obligations;

6.3.1.2 continue to renew the Registrant’s registration from time to time;

6.3.1.3 permit any increase or decrease, however significant, of the Guaranteed Obligations or otherwise supplement, amend, restate or substitute, in whole or in part, however significant, the Guaranteed Obligations or any other agreement relating to any of the foregoing or, in whole or in part, terminate the availability of any agreement relating to, or demand repayment of any Guaranteed Obligations;

6.3.1.4 enforce or take action under or abstain from enforcing or taking action under the Registration, the ONHWP Act or any other agreement;

6.3.1.5 receive, give up, subordinate, release or discharge any security; supplement, amend, restate, substitute, renew, abstain from renewing, perfect or abstain from perfecting or maintaining the perfection of any security; enforce, take action under or realize in any manner or abstain from enforcing, taking action under or realizing any security; deal with or abstain from dealing with all or any part of the undertaking, property and assets covered by any security or allow or abstain from allowing Registrant or other persons to deal with all or any part of such undertaking, property and assets;

6.3.1.6 renew all or any part of the Guaranteed Obligations or grant extensions of time or any other indulgences to the Registrant or to any other guarantor or other person liable directly or as surety for all or any part of the Guaranteed Obligations;

6.3.1.7 accept or make any compositions or arrangements with or release, discharge or otherwise deal with or abstain from dealing with the Registrant or any other guarantor or other person liable directly or as surety for all or any part of the Guaranteed Obligations;

6.3.1.8 in whole or in part prove or abstain from proving a claim of Tarion in any Proceedings of or affecting the Registrant; and

6.3.1.9 agree with the Registrant, any other guarantor or any other person liable directly or as surety for all or any part of the Guaranteed Obligations and/or Indemnified Amounts to do anything described in Sections 6.3.1.1 to 6.3.1.8;

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whether or not any of the matters described in Sections 6.3.1.1 to 6.3.1.9 above occur alone or in connection with one or more other such matters.

6.3.2 No loss of or in respect of any security or additional covenant relating to the Guaranteed Obligations, the Indemnified Amounts, or any part thereof, whether occasioned through the fault of Tarion or otherwise, shall discharge, diminish or in any way affect the liability of the Guarantor hereunder. Neither Tarion nor any of its directors, officers, employees or agents, or any receiver or receiver-manager appointed by it or by a court, shall have any liability, whether in tort, contract or otherwise, for any neglect or any act taken or omitted to be taken by Tarion or by any of such other persons (other than its own gross negligence or willful misconduct) in connection with the Guaranteed Obligations and/or Indemnified Amounts or any part thereof, or any security or other covenant relating to the Guaranteed Obligations or any part thereof including without limitation any of the matters described above in this Section 6.3. To the extent permitted by applicable law, the Guarantor waives all rights it may have as surety, whether at law, in equity or otherwise, that are inconsistent with the provisions of this Agreement.

6.4 Waiver of Notice

The Guarantor expressly waives any right to receive notice of the existence or creation of all or any of the Guaranteed Obligations or Indemnified Amounts and presentment, demand, notice of dishonour, protest, notice of any of the events or circumstances described in Sections 6.1, 6.2 or 6.3 and all other notices whatsoever in respect of the Guaranteed Obligations or Indemnified Amounts except to the extent, if at all, that the Personal Property Security Act (Ontario) (“PPSA”) or other applicable law requires notice to be given to the Guarantor in connection with any disposition of collateral by or on behalf of Tarion.

ARTICLE 7 GENERAL AGREEMENTS OF GUARANTOR

7.1 General Agreements

7.1.1 The Guarantor acknowledges, consents and agrees:

7.1.1.1 if it is an entity other than a natural person that it shall at all times maintain and preserve its existence as such entity;

7.1.1.2 if it is an entity other than a natural person, that it shall not change its name or change the jurisdiction of its chief executive office or principal place of business (as such terms are used in the PPSA from time to time) without written notice to Tarion at least fifteen (15) days prior to such change;

7.1.1.3 to waive any defence arising by reason of any incapacity, disability and/or lack of power (or any other limitation with respect to the status, capacity or power) of the Guarantor and /or the Registrant (or of the directors, officers, partners or agents of the Guarantor and/or the Registrant, as the case may be), or by reason of any irregularity, defect or informality in the entering into or execution of this Agreement and/or any agreement between Tarion and the Registrant, and hereby further waive(s) any and all other defences that may otherwise be lawfully alleged, pleaded or asserted by the Guarantor in defence of any legal proceedings commenced by Tarion in respect of this Agreement;

7.1.1.4 that the Guarantor shall be and remain bound to perform the obligations and liabilities of the Registrant arising under this Agreement notwithstanding the contents or provisions of any agreement(s) heretofore or hereafter entered into between the Registrant and Tarion, and notwithstanding that any such agreement(s) may be void or voidable as against the Registrant (or

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the Registrant’s trustee in bankruptcy), and notwithstanding that the Guarantor may not have received or reviewed any such agreement;

7.1.1.5 waive any notice of any neglect or failure on the part of the Registrant to perform or fulfill any or all of the Registrant’s obligations to Tarion, or to pay any or all of the liabilities incurred or owing by the Registrant to Tarion, and further waives the requirement to be notified of any demand for performance and/or payment made by Tarion against the Registrant;

7.1.1.6 to provide Tarion with any financial information in respect of the Guarantor relevant to this Agreement and authorizes Tarion to procure and utilize, from time to time, credit information in respect of the Guarantor, and agrees that no action, claim or proceeding will be instituted against Tarion in respect of any damages incurred by the Guarantor as a consequence thereof provided such information is not disclosed to any third party, except credit reporting to agencies to whom Tarion owes a duty of disclosure, and except as otherwise required by law; and

7.1.1.7 to provide written notice to Tarion at least ninety (90) days prior to any proposal: (i) to reorganize, amalgamate, merge, consolidate or otherwise enter into any form of business combination with any person; and/or (ii) to liquidate, dissolve or wind up or take any steps or proceedings in connection therewith; in each case, that would materially and adversely affect the Guarantor’s financial position as disclosed to Tarion.

ARTICLE 8 REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties

The Guarantor represents and warrants to Tarion as follows:

8.1.1 the Guarantor has authority to enter into this Agreement;

8.1.2 if the Guarantor is other than a natural person, it has been duly formed and is existing under the laws of the Province of Ontario;

8.1.3 this Agreement has been duly executed and delivered for and on behalf of the Guarantor;

8.1.4 this Agreement constitutes a legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms;

8.1.5 the entering into of this Agreement and the performance by the Guarantor of its obligations hereunder does not and will not contravene, breach or result in any default under the constating documents or other organizational documents of the Guarantor (as applicable) or any applicable law;

8.1.6 no authorization, consent or approval of, or filing with or notice to, any person or official body is required in connection with the execution and delivery of this Agreement by the Guarantor or the performance of this Agreement by the Guarantor;

8.1.7 except as disclosed in writing to Tarion, there is no court, administrative, regulatory or similar action (whether civil, quasi-criminal, or criminal), arbitration or other dispute settlement procedure, investigation or enquiry by any official body, or any similar matter or action against or involving the Guarantor, whether in progress or threatened, which, if determined adversely to the Guarantor, would materially adversely affect its ability to perform any of the provisions of this Agreement; and

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8.1.8 all materials provided to Tarion in connection with this Guarantee and Indemnity are true and complete.

8.2 Survival of Representations and Warranties

The representations and warranties of the Guarantor set forth in Section 8.1 shall be relied upon by Tarion, as the case may be, and shall continue in full force and effect so long as any Guaranteed Obligations remain outstanding.

ARTICLE 9 TERM AND TERMINATION

9.1 Term

This Agreement shall be in full force and effect from and after the Commencement Date and shall remain in full force and effect until terminated in accordance with section 9.2 or 9.3.

9.2 Termination by Tarion

Tarion may by written notice to the Guarantor terminate this Agreement, in whole or in part, in which case the Guarantor, will no longer be obligated for any Guaranteed Obligations or Indemnified Amounts unless otherwise provided in such notice.

9.3 Termination by Guarantor

The Guarantor may, after the first two Builder Activity Periods (and not before), provide written notice to Tarion that it wishes to terminate obligations with respect to Homes Commenced after the third Builder Activity Period under this Agreement (a “Termination Notice”). Such Termination Notice must be provided at least ten (10) months prior to the expiration of the then current Builder Activity Period and delivered in accordance with section 10.8. It is the Guarantor’s responsibility to determine as needed the end date for any Builder Activity Period, and this information will be supplied by Tarion upon written request. If the Termination Notice is received within such timeframe, then Tarion will send a written notice confirming receipt. Once the Guarantor has received such notice of receipt, the Guarantor will no longer be obligated for any Guaranteed Obligations or Indemnified Amounts in respect of Homes Commenced in any Builder Activity Period after the then current Builder Activity Period. For greater certainty, the Guarantor will continue to be obligated for all Guaranteed Obligations and Indemnified Amounts and other obligations whatsoever made in respect of any Homes Commenced during the then current Builder Activity Period and any prior Builder Activity Period since the date of this Agreement.

ARTICLE 10 MISCELLANEOUS

10.1 Payment of Costs and Expenses

The Guarantor shall pay to Tarion on demand all reasonable costs and expenses of Tarion, its officers, employees and agents and any receiver or receiver-manager appointed by it or by a court in connection with this Agreement, including, without limitation:

10.1.1 any actual or proposed amendment or modification hereof or any waiver hereunder and all instruments supplemental or ancillary thereto;

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10.1.2 obtaining advice as to Tarion’s rights and responsibilities under this Agreement; and

10.1.3 the defence, establishment, protection or enforcement of any of the rights or remedies of Tarion under this Agreement including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under this Agreement;

and further including, without limitation, all of the reasonable fees, expenses and disbursements of Tarion’s lawyers, on a solicitor and his own client basis, incurred in connection therewith and all sales or value-added taxes payable by Tarion (whether refundable or not) on all such costs and expenses.

10.2 No Set-off By Guarantor

All amounts payable by the Guarantor under this Agreement shall be paid without set-off or counterclaim and without any deduction or withholding whatsoever unless and to the extent that the Guarantor shall be prohibited by law from doing so, in which case the Guarantor shall pay to Tarion such additional amount as shall be necessary to ensure that Tarion receives the full amount it would have received if no such deduction or withholding had been made.

10.3 No Waiver

No delay on the part of Tarion in the exercise of any right, power or remedy hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by Tarion of any right, power or remedy shall preclude other or further exercise thereof or the exercise of any other right, power or remedy. No action of Tarion permitted hereunder shall in any way impair or affect its rights, powers or remedies under this Agreement.

10.4 Additional Security

This Agreement shall be in addition to, shall not in any way be prejudiced by, and shall not prejudice: (i) any other security now or hereafter held by Tarion; and (ii) the endorsement by the Guarantor of any notes or other documents, and Tarion’s rights under this Agreement shall not be merged in any such other security or endorsement.

10.5 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

10.6 Entire Agreement

This Agreement cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between Tarion and the Guarantor with respect to the subject matter hereof except as expressly set forth herein.

10.7 Successors and Assigns

This Agreement shall be binding on the Guarantor and its successors and shall enure to the benefit of Tarion and its successors and assigns. This Agreement shall be assignable by Tarion free of any set-off, counter-claim or equities between the Guarantor and Tarion, and the Guarantor shall not assert against an assignee of Tarion any claim or defence that the Guarantor has against Tarion. The Guarantor may not assign its obligations under this Agreement.

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10.8 Notices

All notices and other communications under this Agreement are to be in writing; are to be delivered by hand, by courier, or by registered mail; will be deemed to have been received on the business day following the date of delivery; and are to be addressed in the case of either party to the address as set forth above. Subject to paragraph 7.1.1.2, each party may establish a new address from time to time by written notice to the other given in accordance with this section provided however, that no such change of address will be effective until written notice thereof is actually received by the party to whom such change of address is sent.

10.9 Further Assurances

The Guarantor must at its own expense from time to time do, execute and deliver, or cause to be done, executed and delivered, all such financing statements, further assignments, documents, acts, matters and things as may be reasonably requested by Tarion for the purpose of giving effect to this Agreement or for the purpose of establishing compliance with the representations, warranties and covenants herein contained.

10.10 Electronic Delivery

Delivery of the executed Agreement by facsimile transmission or other electronic medium shall be as effective as delivery of a manually executed copy of this Agreement. Despite the forgoing, upon written request to the Guarantor from Tarion, the Guarantor shall deliver, to Tarion, an original executed copy of the Agreement.

10.11 Executed Copy

The Guarantor acknowledges receipt of a fully executed copy of this Agreement.

10.12 No Liability

Under no circumstances whatsoever shall Tarion: (i) be under any obligation to expend or risk its own funds in the fulfillment of any duties hereunder; (ii) be liable in connection with the performance of any such duties hereunder except for its own gross negligence or willful misconduct; or (iii) be liable for any acts or omissions in connection with the administration of the ONHWP Act.

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ARTICLE 11 UNDERSTANDING OF OBLIGATIONS

11.1 Independent Legal Advice

The Guarantor acknowledges having received independent legal advice with respect to this Agreement or having expressly chosen not to do so.

11.2 Review of Materials

The Guarantor acknowledges and confirms that the Guarantor and its legal counsel have been given an opportunity by Tarion to review the ONHWP Act and the Builder Bulletins issued by Tarion to the date hereof (as well as any agreement(s) between the Registrant and Tarion in existence as of the date hereof).

11.3 Review and Understand the Agreement

The Guarantor acknowledges and confirms having read and understood the terms and provisions hereof before having executed this Agreement.

IN WITNESS WHEREOF the Guarantor has duly executed this Agreement this_______ day of _________________________, 20_____.

Witness Guarantor Name:___________________________________ Name: _______________________________ (print legibly) (print legibly)

Witness Guarantor Signature:________________________________ Signature: ____________________________________

If not an individual, signature of signing officer.

____________________________________ Name of Signatory (print legibly) I have authority to bind the entity.

This is the signing page for the Guarantee and Indemnity given by the above-noted Guarantor in favour of Tarion Warranty Corporation and in respect of the obligations of the Registrant (Vendor/Builder) noted on page 1 of this Agreement.

PERSONAL NET WORTH STATEMENT

Full Name

Date of Birth SIN # Driver License #

Home Address

City Province Postal Code

Employer Address

Employer Tel. #

Personal Residence (Name of Registered Owner)

How Long Lived there

Home Tel. # Bus. Tel. #

Spouse’s Full Name

Date of Birth Spouse’s SIN # Spouse’s Driver License #

Spouse’s Employer

Spouse’s Occupation Spouse’s Business Tel. #

FINANCIAL INFORMATION: Current supporting documents such as Bank/RRSP/Investment Statements, Tax Bills, Financial Statements for Business Interests, etc. MUST accompany this form, otherwise they will not be included in your total assets. If any assets/liabilities are jointly held, please ensure that the value only reflects your portion.

ASSETS LIABILITIES Current Value Balance Owing Personal Residence Attach a current year Tax Bill (or Title Transfer, only if a new property), that clearly shows ownership and value; may also attach a third- party appraisal to show current market value only

Personal Residence Mortgage Submit mortgage statement showing the current balance

Real Estate Attach a current year Tax Bill (or Title Transfer, only if a new property), that clearly shows ownership and value; if there is more than one property, please identify each property with the municipal address or Lot #

Real Estate Mortgage Submit mortgage statement showing current balance; if there is more than one (1) property, identify each property with the municipal address or Lot #

Cash/GIC

Provide current year statements clearly showing date, ownership and value

Line of Credit Submit current statement or agreement, showing the outstanding amount

Investments Provide current year statements clearly showing date, ownership and value for RRSP, TFSA, LIRA, Stocks, Bonds, etc.

Credit Card Debt Indicate current outstanding balances only

Business Interests List the legal name of business interest(s) and submit an externally prepared year-end financial statement; indicate your percentage (%) of direct ownership in each company

Personal Loans/ Income Tax Owing Indicate current outstanding balances only

Total Assets Total Liabilities

Total Personal Net Worth

The undersigned declare(s) that the statements herein are for the purpose of obtaining registration/renewal and are to the best of my/our knowledge true and correct. The applicant(s) consent(s) to Tarion Warranty Corporation making any inquires it deems necessary to reach a decision on the application, and consent(s) to the irrevocable disclosure at any time of any credit information about me/us to any credit reporting agency or to any one with whom I/we have financial relations.

Signature of Guarantor Signature of Guarantor ____________________________ Date ___ /____/____ ___________________________Date___/____/____ MM DD YY MM DD YY Revised July 2016.

TARION-CONDPR- Version January 2018 Page 1 of 10

Condominium Project Profile and General Review Form

This form must be completed, signed and returned to Tarion by a vendor/builder proposing to sell and/or build a condominium project. All references to a vendor/builder in this Application may refer to a vendor only, a builder only, or both a vendor and builder. PLEASE NOTE: A vendor/builder must be registered and submit the required condominium security to Tarion, prior to the signing of Agreements of Purchase and Sale, taking of deposit monies, and/or commencing construction of a proposed condominium project. Please complete all fields and sections of this form that are applicable to your project. Any missing information may delay the review and potential approval of your project.

Vendor and Builder Information Vendor Name: (Name of legal entity on the Agreement of Purchase and Sale)

Builder Name: (if entity is different from the Vendor)

Tarion Registration No.: Tarion Registration No.:

Phone:

Phone:

Email:

Email:

Lawyer Representing the Vendor Name of Lawyer: Name of Law Firm:

Address:

Phone: E-Mail:


Declarant Information Please Note: A Deposit Trust Agreement (“DTA”) will not be permitted where the Declarant is a different entity from the Vendor Declarant Name:

Specify, if any, the relationship between the declarant and the vendor, if they are different entities.

Condominium Type Please select the type that best reflects the characteristics of your proposed condominium project:

Category Description Select One

Type A Condominium

Project has only Part 9 Ontario Building Code (“OBC”) construction requirements and is a lot-line condominium (e.g. Freehold and townhomes with common elements such as roadways, sidewalks, etc. Verified through Schedule C of Declaration. Includes Vacant Land and Common Elements Condominium Corporations)

☐

Type B Condominium

Project has only Part 9 OBC construction requirements and is not a lot-line condominium (e.g. Buildings 3 storeys or less with building area less than 600m2/6460ft2. Common elements usually begin from back side surface of drywall, and may include exterior of the unit. Verified through Schedule C of the Declaration)

☐

Type C Condominium

Project has both Part 3 and 9 OBC construction requirements. (e.g. Townhomes, stacked towns, and midrise buildings of 3 storeys or less, usually with underground parking requiring Part 3 OBC)

☐

Type D Condominium

Project has only Part 3 OBC construction requirements. (e.g. Mid-rise and high rise buildings with 4 or more storeys subject to Part 3 OBC only)

☐

5 or 6 Storey Wood Condo

Project consists of a mid-rise building (5 or 6 storeys) with wood-frame combustible construction.

☐

If you think your project has a unique profile and does not reflect the characteristics of the condominium categories described above, or if you are uncertain which category your proposed project falls under, Tarion will assign an appropriate category to your project based on your description. The Registrar reserves the right to determine the category of any condominium project.


Type of Condominium Corporation Please identify the type of Condominium Corporation that will be created by the Declarant upon registration:

Type of Condominium Corporation Select One

Standard Condominium Corporation ☐

Standard-Phased Condominium Corporation (per Condominium Act, 1998) ☐

Leasehold Condominium Corporation ☐

Vacant Land Condominium Corporation (proceed to Section a. below) ☐

Common Elements Condominium Corporation (proceed to Section a. below) ☐

a. For Vacant Land/Common Elements Condominium Corporations Only Does the project include Part 3 Ontario Building Code requirements?

(e.g. underground parking garage, etc.) Yes ☐ No ☐

Phased-Condominium Corporation If this project will be registered as a Standard-Phased Condominium Corporation under the Condominium Act, 1998, please indicate the phase(s) you are proposing to sell and/or construct at this time. Please note, security must be provided to Tarion for each phase you are proposing) Phase Number(s): Please indicate the total number of intended phases and the number of units in each phase, that you intend to add to the initial registered Phased Condominium Corporation, as described in the most recent Disclosure Statement:

Project Profile Project Name:

Marketing Name (if different from the project name):

Municipal Address and Municipality of the proposed Condominium Project (i.e. Street Number

and Name or nearest intersection, and the Municipality) *mandatory information:


Estimated Start Date for Marketing/Sales (i.e. taking of deposits and/or signing of Agreements of Purchase and Sale):

Estimated Construction Start Date:

Estimated Closing Date:

Name of Site Supervisor at Construction Site:

Site Supervisor Phone Number:

Site Supervisor E-Mail:

Project Layout Number of Residential Units for Sale: Number of Buildings:

Average Selling Price per Unit:

Number of Storeys per Building:

Average Deposit to be taken from Purchasers per Unit (up to interim occupancy):

Approximate Area per Building (m2 or ft2):

List of Common Elements (e.g. party room,

elevators, street lights, landscaping, etc.):

List of Recreational Facilities (e.g. indoor pool, squash court, sauna, gym, etc.):

Project Legal Information a. Lot Number:

b. Plan Number: Block Number:


c. Has Zoning Approval been received for this project? Yes ☐ No ☐ If “No”, when do you expect Zoning Approval to be received?

d. Has Site Plan Approval been received for this project? Yes ☐ No ☐ If “No”, when do you expect Site Plan Approval to be received? e. Are commercial condominium units attached to this project?

(i.e. retail units, suites part of a hotel rental pool, etc.) Yes ☐ No ☐ If “Yes”, please provide a description of the commercial units:

f. Will all Common Elements of the project be registered under

one (1) standard residential condominium corporation? Yes ☐ No ☐ If “No”, please provide an explanation: g. Will the vendor/builder or an affiliated entity retain ownership of any service, equipment or amenity in the project, intended to be leased back to the Condominium Corporation upon

registration/turnover? (e.g. Geothermal heat pump system, etc.) Yes ☐ No ☐ If “Yes”, please provide a list of the components to be retained:

Existing Elements and Condominium Conversions a. Will this project be built on or attached to, any part of

an existing structure or foundation? Yes ☐ No ☐ If “Yes”, please provide an explanation:

b. Will this project retain any heritage components in the design? Yes ☐ No ☐

If “Yes”, please provide an explanation:


c. Will this project incorporate the conversion of a building with pre-existing elements into a residential condominium

conversion project (“RCCP as defined in Builder Bulletin 51”)? Yes ☐ No ☐ If “Yes”, please provide a brief explanation:

d. If this project is a condominium conversion, please provide the

following reports with your application. Please note, all three (3) reports must be provided and accepted by Tarion, prior to your project being approved (see Builder Bulletin 51 for details)

☐ Property Assessment Report (“PAR”)

☐ Capital Replacement Plan (“CRP”)

☐ Pre-Existing Elements Fund Study (“PEFS”)

Type of Structural Frame being Proposed: (list all that apply) (e.g. Wood frame, core slab, reinforced concrete, etc.)

Type of Exterior Cladding being Proposed: (check all that apply)

☐ Exterior Insulated Finish System (EIFS)

Have you registered for EIFS Quality Assurance Program? Yes ☐ No ☐ EQI Project Registration Number:

☐ Curtain Wall

☐ Window Wall

☐ Insulated Concrete Forms (ICF)

☐ Masonry

☐ Other (please specify)

Type of Roof Construction Being Proposed:

Conventional ☐ Green Roof (Intensive) ☐ Green Roof (Extensive) ☐


Type of Mechanical System being Proposed:

☐ Gas Fired Furnace/Air Cooled Condensing Unit & DX Coil

☐ Air Cooled Heat Pump System

☐ Two Pipe Fan Coil Unit System

☐ Four Pipe Fan Coil Unit System

☐ Vertical Stacked Heat Pump System

☐ High Velocity Small Duct System

☐ Geothermal Heat Pump System

☐ Other (specify)

Type of Vehicle Parking Being Proposed: (check all that apply)

☐ Common Parking Lot (i.e. at-grade surface parking)

☐ Private Driveway

☐ Private Garage Is the garage attached to the unit? Yes ☐ No ☐

☐ Underground Parking Number of levels

☐ Above Ground Parking Number of levels

☐ Other (please specify)

Type of Glass Balcony Guard System Being Proposed:

Is a glass balcony guard system being proposed for this project? Yes ☐ No ☐ If “No”, please proceed to next section, otherwise please respond to below questions

Glass Panel Type (list all glass guard

types over accessible spaces)

Glass Panel Thickness

Installation Support System

☐ Tempered ☐ > 6mm

☐ ≤ 6 mm

☐ Outboard (within 50mm of slab edge)

☐ Inboard of slab edge

☐ All edges supported

☐ Top and bottom edges supported

☐ Top and side edges supported

☐ Side and bottom edges supported

☐ Side edges supported

☐ Tempered Heat Soaked

☐ > 6mm

☐ ≤ 6 mm









☐ Tempered With 3M Film

☐ > 6mm

☐ ≤ 6 mm








☐ Laminate

☐ > 6mm

☐ ≤ 6 mm

☐ Outboard (within 50mm of slab edge) ☐ Inboard of slab edge






Manufacturer/Installer Information

Manufacturer’s Name:

Manufacturer Certification:

☐ Glass panel manufacturer certified in accordance with (specify standard

and certification number):

☐ Glass panel treatment certified in accordance with (specify standard and

certification number):

Name of P.Eng.

(Shop Drawings):

Shop Drawings:

☐ Stamped Drawings (P.Eng. stamp and signature)

☐ All design loads considered (reference/specify):

☐ Wind loads considered (OBC reference):

☐ Live loads considered (OBC reference):

☐ Material Standards (reference for glass and railing material):

Installer’s Name:

Field Review Consultant - Comments

Please include any

information/

characteristics not

addressed above:


Professional Consultants’ Information

The information request below is mandatory for all Type C and D condominiums, and residential condominium conversion projects. For additional consultants, please attach a separate sheet of paper with the additional information. Architect:

Structural Engineer:

Firm Name

Firm Name

Consultant Name

Consultant Name

Phone

Phone

E-mail E-mail

Mechanical Engineer:

Electrical Engineer:

Firm Name

Firm Name

Consultant Name

Consultant Name

Phone

Phone

E-mail

E-mail

Bulletin 19- Field Review Consultant:

Building/Fire Code Consultant: (*mandatory for 5/6 Storey Wood Condos):

Frim Name

Firm Name

Consultant Name

Consultant Name

Phone

Phone

E-mail E-mail


Please provide the following condominium documents to support the information contained in this Condominium Project Profile and General Review Form (draft documents are acceptable if the documents have not been finalized).

☐☐☐☐ Agreement of Purchase and Sale with Tarion Addendums

☐☐☐☐ Disclosure Statement

☐☐☐☐ Declaration

Undertaking

The vendor/builder named below hereby undertakes to retain the above named professionals for the purpose of performing a General Review in keeping with the requirements of the Ontario Building Code (OBC) where the building is of a type required to be designed by an engineer or an architect in accordance with performance standards of the Ontario Association of Architects or the Professional Engineers of Ontario, as applicable. The vendor/builder named below also undertakes to engage a Field Review Consultant to fulfill all monitoring and reporting requirements under the terms of Builder Bulletin 19 (Revised, 2001), as amended from time to time. It is acknowledged that the submission to Tarion of the Bulletin 19 Final Report is the responsibility of the vendor/builder named below. I/We have the authority to bind the Vendor/Builder. Vendor/Builder Name: Print Name Vendor/Builder Signature:

Date: Month/Day/Year I/We have the authority to bind the Builder. Builder Name (if different from Vendor): Print Name Builder Signature:

Date: Month/Day/Year


Umbrella Group Listing

To be completed only if you already have a past Registration with Tarion.

Print the information requested below. This is the information that will show on our website.

Proposed Umbrella Group Name: (Not the corporate or legally registered name)

Contact Person Name:

Umbrella Group Address: (including City/Postal Code)

Telephone #: Fax #: (including area code):

Email:

Website:

Details Regarding the Umbrella Group Listing

• Shows potential home buyers a more accurate picture of your building activity and a true reflection of the size and scope of your business.

• Tarion may include or exclude all related registrants, regardless of history.

• Building history will be based on the sum of possessions, chargeable conciliations and claims history of all companies under the Umbrella Group, regardless of how long each one has been registered individually

• The earliest registration date will be applied to the Umbrella Group even if the earliest registration expires at some point in the future.

Letterhead of Issuing Institution

Issuing Institution:

Irrevocable Letter of Credit No.:

Date of Issue:

Amount:

Beneficiary: Tarion Warranty Corporation5160 Yonge Street, 12 h̀ FloorToronto, ON M2N 6L9

Applicant: [name]

Vendor/Builder: (name]

Pursuant to the AppiicanYs request, we hereby establish our Irrevocable Letter of Credit No.in the amount of Canadian Dollars ($

in favour of the Beneficiary (the "Letter of Credit').

The Letter of Credit may be drawn upon at any time, and from time to time, by the Beneficiary upon written

demand for payment by the Beneficiary, which written demand shall include a statement by the Beneficiary that

the monies being drawn under the Letter of Credit are being drawn in respect of obligations owed or which will

be owed by the Vendor/Builder to the Beneficiary and shall be signed by the Beneficiary. Such demand will be

honoured in full by us, without inquiry as to whether the Beneficiary has any right or claim against the Applicant

or the Vendor/Builder.

Partial drawings are permitted on the Letter of Credit

The amount of the Letter of Credit shall be reduced from time to time as advised by notice in writing given to

the Issuing Institution by the Beneficiary.

The Letter of Credit will expire at our counters on and the Beneficiary may call for

payment of the full outstanding amount under the Letter of Credit at any time up to the close of business on that

date. It is a condition of the Letter of Credit that it shall be deemed to be automatically extended without

amendment for one year from the present or any future expiry date hereof, and so on from year to year

thereafter, unless at least thirty (30) days prior to any such expiry date the Issuing Institution notifies the

Beneficiary in writing by registered mail at the address noted above (or such other address as the Beneficiary

may from time to time provide in writing to the Issuing Institution) that we elect not to consider the Letter of

Credit extended for any such additional period. In the event of a notification of non-extension, the Beneficiary

may demand the full or any portion of the Letter of Credit prior to the expiration of the Letter of Credit.

In the event that the Beneficiary advises us in writing of the Beneficiary's change of address, the Letter of

Credit shall be deemed to be amended to reference the Beneficiary's new address in place of the Beneficiary's

address noted above.

All drafts and other documents must be marked "drawn under [name and address of Issuing Institution], Letter

of Credit No. dated

Authorized Signing Officer