I .

•J

. . .

DUE DILIGENCE IN COMMERCIAL REAL

. .

ESTATE TRANSACTIONS

These materials were preparedbyStuartWicijowski,ofMcDougall Gauley law firm Regina;

Saskatchewan for th~ Saskatchewan Legal Education Society Inc. seminar, Commercial Real Estate;
March 2004. . .
)
 Table of Contents.

I. Introduction/Scope 2
II. Nature of Commercial Real Estate Due Diligence 2
m. Communication with Clients and Allocation of Due Diligence Tasks 2
IV. Due Diligence Checklist 3
V. Scope of Due Diligence , : 3
1. Factors to be ·Considered 4
VI. Alternatives to Due Diligence ' : 4
1. Officer's Certificates 5
2. Reserve Escrow 5
3. "Carve-Out" Indemnity Agreements 5
4. Letters of Credit 6
5. Title Insurance 6
VII. Specific Due Diligence 6
1. Selected Searches 6
2. Document Review 11
3. Third Party Reports 12
Precedent -Due Diligence Checklist 14
Precedent - Consent to· Release Information 22
 ·Due Diligence in
Commercial Real Estate
Transactions

I. Introduction/Scope
This paper is prepared from the point of view of a solicitor acting for a purchaser. The
purchaser's solicitor will generally conduct the most extensive transactional due diligence.
Further, the purchaser's solicitor may to be called upon to provide an opinion to the purchaser's
mortgagee, generally necessitating additional·due diligence.

On occasion, real estate is acquired through the acquisition of a single-purpose corporate entity
that holds title to the land. This is becoming more common-place in Saskatchewan for large
commercial properties as a result of the much higher Land Registry fees now payable on transfer
of such properties. Some of the due diligence referred to in this paper is particularly relevant to a
transaction structured in this way [but more from the point-of-view of~he single-asset corporation
being a bare trustee of the lands, and not the beneficial owner].

II. Nature of Commercial Real Estate Due Diligence

Due diligence in commercial real estate transactions can be generally grouped into three types:

1. Searches and enquiries of registries and public offices;

2. Review of relevant documents and agreements; and
3. Investigations - generally by professional third party consultants such as engineers,
appraisers, and surveyors.

III. Communication with Clients and Allocation of Due

.Diligence Tasks

Communication with clients is essential to productive and efficient due diligence. Due diligence
can be very expensive for clients, and some due diligence may provide only limited benefit or risk
reduction to the client. Lawyers who do not advise their clients on the costs and benefits of
different types of due diligence are doing a disservice to their clients. For example, your client
may not need a lawyer to read and summarize every lease relating to the property, at $200.00 per.
hour or more. Perhaps they can primarily rely on a combination of their own review, a review by
a third party real estate professional, and estoppel certificates from tenants. It might be more
practical for the lawyer to be called upon to review the major leases and to deal with issues and
concerns raised by the client or its real estate consultant. .

2
 Your communication with your client should make it clear who is responsible for engaging third
party consultants, such as appraisers, surveyors, engineers and accountants. In this regard, you
must specify whether you are to review the engagement letters with such third parties to ensure
the appropriate scope of the services to be provided. You should be recommending to your client
that you review such third party reports in order to give the client appropriate advice on the
information provided. Such a review also gives you a better perspective on the "big picture" of
the property and any possible concerns, issues, or pitfalls that could cause delays or problems on
the closing.

The client needs to make the ultimate call .on the scope of the due diligence to be conducted by
the solicitor, based upon the advice of the solicitor. Clients should be free to limit the scope of
the services to be provided by their solicitors, but the solicitor must ensure that his advice and the
scope of his retainer are properly documented in order to avoid liability. .

It is good practice to note the allocation of tasks (among the solicitor, client and third party
. professionals) or any decision to dispense with a particular due diligence item, directly on the due.
diligence checklist discussed below.

Sometimes we are faced with a "seat-of-the-pants" or "cheap" client who does not see the value
in due diligence. If a lawyer is instructed to dispense with critical due diligence items, a letter
must go to the client confirming the instructions and clearly setting forth the potential
implications ofthis action. [In extreme cases, where the client appears to be acting recklessly and
ignores the solicitor's recommendations, withdrawal from the file should be considered.]

IV. Due Diligence Checklist

Every good due diligence regime starts with a checklist. A comprehensive checklist is attached to
this paper for reference. Certain properties mayhave specific additionalitems requiring due
diligence based on their location or use. The attached checklist is for a typical commercial
property.. The checklist is an essential tool to track your progress and ensure nothing falls
through the cracks. It also gives you a quick "one-stop" reference for all due diligence
information.

The checklist may be the first and last document prepared in any comrtlercial real·estate
transaction. It will be a work-in-progress, right up to the time of closing. Items will be added as
issues and documents come to light. Each version of the list should be tracked and identified with
a copy being maintained on your file. The list should be periodically shared with and discussed
with the client, and any new instructions or advice to the client should be documented with the
appropriate notation made directly on the checklist for ease of reference. Have your client sign
off on the checklist, bye-mail or other acknowledgment. This should be done following any
updates or changes, in particular, changes to the allocation of tasks set forth on the checklist.

V. Scope of Due Diligence

The client, in consultation with their solicitor, will make the decision on the scope ofthe due
diligence to be performed.

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)
1. Factors to be Considered.

Sometimes property is sold on an "as-is, where-is" basis with no representations

and warranties whatsoever, except perhaps as to title, due authorization, and
power and capacity of the seller to convey title. This is typical in sales of
properties after foreclosure, or ~ales by receivers and trustees in bankruptcy. In
such circumstances, the buyer takes considerable risk if extensive due diligence is
not conducted. Therefore, the ~olicitor should recommend to their client an
extensive and detailed due diligence regime.

On the other hand,. if it is possible to obtain substantial representations and

warranties from the seller, and the seller has the financial wherewithal and
reputation to back up such representations and warranties, the risk of reduced due
diligence can be substantially mitigated. In certain cases, an escrow account may
be set up to hold a portion of the purchase price for a period of time. The
purchaser will then have the opportunity to take possession of and operate the
property. Presumably within the specified period (a year for example) the
purchaser will discover whether any of the representations and warranties were
inaccurate.

The location of the property and its current use are also factors that affect the
extent to which the due diligence should be conducted. For example, undeveloped
farm land is considered much less risky than existing industrial sites, or urban
lands that have had former commercial uses. Many due diligence searches would
be of little value with respect to farm land that has never been used for any other
purpose.

VI. Alternatives to Due Diligence

Nothing is a complete substitute for doing your own due diligence as insurance claims
and claims for breaches of representations and warranties can be subject to many
uncertainties and roadblocks, including:

i. proving the breach or loss;

ii. ability of the Defendant to pay a judgment or coverage issues in the case of
insurance;
iii. warranties and representations are often based on "best of knowledge" - the
requisite knowledge may not exist or be difficult to prove;
iv. legal costs and the delays inherent in the legal process; and
v. unprovable or unrecoverable losses, such as consequential damages.

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However, sometimes extensive due diligence is prohibitively expensive or impractical
due to lack of time. In such cases, consideration can be given to alternatives to certain
elements of the standard due diligence regime. Earlier in this paper, reference was made
to obtaining extensive warranties and representations from the seller. Some other options
include:

1. Officer's Certificates

Earlier we discussed how the use of extensive warranties and representations can
reduce the need for extensive due diligence. Such warranties and representations
are often backed up by Officer's Certificates. A sample Officer's Certificate is
attached to The Closing - Documents and Surrounding Issues paper. Sometimes
Officer's Certificates will be given by the officer in their personal capacity. In
such case, the seller may have personal recourse against the officer. In most
cases, however, the officer will insist that the Certificate is given only in his
capacity as an officer of the company. This may have the effect of reducing or
eliminating the officer's personal liability. However, one would expect an officer
to take much more care in signing an Officer's Certificate than he might in signing
an agreement as a signing officer on behalf of the company where there is
potential for personal liability. Officer's Certificates will generally also cover
such items as corporate status, and power and capacity.

2. Reserve Escrow

Also discussed above was the use of a reserve escrow account to fund liabilities,
either discovered post-closing, or that become quantifiable post-closing. Typical
examples are maintenance and repair issues, such as a major roof replacement,
pending tax appeals, contingent liabilities in such things as tenant disputes or
encroachments. A sample agreement is attached to the following paper.

3. "Carve-Out" Indemnity Agreements

Even where a property is sold "as is, where is", specific items might be "carved
out" of the absolute exclusion from liability presumed by an "as is, where is"
clause. Environmental matters are the most common issue dealt with by such
agreements. Often mortgagees will ask for a carve-out on environmental issues,
even where the mortgage is non-recourse (i.e. no covenant of the borrower).
Purchasers and mortgagees will often ask for joint liability of parent companies on
such carve-out indemnities, rather than relying on the covenant of a one-asset
holding company. A precedent agreement is attached to the following paper.

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 4. Letters of Credit
)
Letters of credit can be posted to deal with specific contingent liabilities or
liabilities that are not yet quantifiable. They are used in a similar manner as. the
reserve escrow accounts referred to above.

5. . Title Insurance

Title insurance can reduce the need for extensive due diligence and can provide
protection, within policy limits, for title defects, access issues (to roadways, for
example), zoning issues, and encroachments. Although title defects have not
historically been of great significance in Saskatchewan in light of our Torrens
system, this may become a larger issue in the future as errors resulting from the
conversion to the LAND system come to light over the coming years, and limits
on the assurance fund leave land owners and interest holders at risk.

Keepin mind that title insurers still require some due diligence searches, and will
usually require a title report and off-title searches to be conducted prior to issuing
any policy for a large commercial property. They may be willing to accept out-of-
date search results that might not be normally accepted by a mortgagee, for
example..

VII. Specific Due Diligence

1. Selected Searches

The following are selected searches typical on commercial real estate transactions:

a. Land Registry

1. Title prints for all surface and mineral parcels affected by the
. transaction. Review each title to confirm ownership, legal
description, encumbrances. Make note of any unusual notations such
as locks and ties.
11. Obtain copies of all registered encumbrances not being discharged.
Review encumbrances and provide copies, with summaries, to client.
Investigate any issues that arise. For example, if caveat refers to
rights under an agreement that is not attached, obtain a copy of the
agreement. Review all encumbrances.· Do not assume that you know
the nature of an encumbrance such as a standard utility easement or a
lease by a tenant that is being accepted by the purchaser. There is
always a possibility that the registration will relate to something
unexpected.

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 iii. Do a name search in the name of the vendor to determine what other
lands they own. This could assist in identifying additional parcels not
included in the legal description provided, such as parking lands or
extra parcels created on conversion to the LAND system. A box can
be checked to search proximity names. This is recommended.
iv. Parcel pic search to broadly determine the location of the various
parcels and their orientation to each other. This will also assist in
confirming the legal description.
v. Copy of registered plan. This will assist in verifying the legal
. description and the location and orientation ofthe parcels.
vi. Writ Registry searCh in the name ofthe vendor and the purchaser.
This will identify any writs which could potentially affect your title or
delay your closing.

. .b. Personal Property Registry

1. Search the name of the vendor.

2. Search the name of the vendor's business name (such as "Southland
Mall", or "Regina Inn").
3. Serial number search on any vehicles to be included in the
transaction.
4. Search ofthe purchaser's name if opinion to mortgagee's counsel is
anticipated.

c. .Bank of Canada Search for Assignments under Section 427

d. Industry Canada - Bankrupty Branch -Bankruptcy Search for

assignments or petitions in bankruptcy.

e. Action Searches from Applicable Judicial Centres in the Name of the

Vendor - These results will often reveal interesting issues for further
follow-up, including tenant disputes, tax appeals and disputes with adjacent
land owners. Occupier liability lawsuits or nuisance claims could reveal
inherent problems with the property that invite litigation or will make it
difficult to obtain insurance.

f. Sheriff's Office at applicable Judicial Centres - This will disclose writs

lodged with the Sheriff, but for some reason do not appeared in the
Saskatchewan Writ Registry. Such writs cannot obtain priority over a
registered interest, but the existence ofsuch writs at the Sheriffs office may
alert you to other issues. It may also help you find writs that are not in the
exact name of the registered owner.

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g. Muncipal Taxation Department - Obtain an on-line or oral real property
tax search and order a Tax Certificate to determine arrears of taxes, current
taxes, and local improvement assessments. An inquiry should also be made
to the municipality regarding any off-site levies. Such levies might only
.become payable upon application for a building permit to· pay for such
things as thoroughfare construction and water and sewer lines to service the
property that were pre-bu~lt by the city in advance of development. These
items are unlikely to appear on the Tax Certificate.

h. Saskatchewan Finance - Revenue Division (Consent Needed) - Search

under The Revenue and Financial Services Act as to status of accounts .
under miscellaneous revenue· statutes, including PST, liquor consumption
tax and corporation capital tax. A Clearance Certificate under Section 51(2)
of The Revenue and Financial Services Act may be obtained post-closing.

1. Worker's Compensation Board - Request a letter of good standing

regarding the vendor's accounts. A Clearance Certificate may also be
obtained post-closing (consent required).

J. . Regional Health Authority - Public Health Inspections - Obtain a letter

of good standing and disclosure of any outstanding orders.

k. Saskatchewan Corrections and Public Safety - Licensing and

Inspections - Obtain letter confirming there are no outstanding
contraventions or orders under the following acts:

1. The Boiler and Pressure Vessel Act;

ii. The Electrical Licensing Act;
iii. The GasLicensing Act; and
iv. The Passenger and Freight Elevator Act.

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1. Saskatchewan Labour Relations Board - Obtain letter confirming no
outstanding applications or orders.

m. Saskatchewan Labour Standards Board - Obtain letter confirming no

outstanding complaints.

n. Business Corporations Branch

i. On-Line Profile Report for Vendor and, if necessary, Purchaser;

ii. Certificate of Status for Vendor and, if necessary, Purchaser; and
iii. Microfiche of the Corporate Records for the Vendor and, if necessary,
the Purchaser.

o. Saskatchewan Environment and Resource Management - Environmental

Search as to outstanding notices of contravention, complaints,
investigations, outstanding work orders, or other proceedings. This can take
30 - 45 days. Consider deleting this as duplicative if an environmental
report is being obtained from an environmental engineer.

p. Saskatchewan Land Surveyor - Obtain an updated real property report

from a Saskatchewan Land Surveyor. Carefully review the Surveyor's
Certificate to confirm the legal description, the location and orientation of
the buildings, proper setbacks, encroachments, access, and location and
conflict With any easements.

q. Municipal Urban Planning

1. Obtain a Building Siting Certificate and Zoning Certificate or

memorandum from the municipality. A copy of the current Surveyor's
Certificate will be required by the municipality.
ii. Confirmation as to zoning classification lawful uses of the property,. and
whether it is designated as a heritage site.
111. Confirmation from the municipality that the property confirms to
parking regulations.
IV. Confirmation that there are no outstanding obligations under
subdivision or development agreements with the municipality.

r. Municipal Building Department

i. Confirmation from the municipality that there is no outstanding work

orders or notices.
11. Confirmation that an Occupancy Permit or Certificate has been issued
for the property.
iii. Request new inspection.

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s. SaskPower Gas Inspector - Obtain letter confirming that there are no
outstanding compliance issues under The Gas Inspection Act (consent
needed)..

t. SaskPower Electrical Inspector - Confirmation under The Electrical

·Inspections Act that there are no outstanding compliance issues or
outstanding utility charge~ (consent needed).

u. SaskEnergy - Confirmat~on of any outstanding work orders and

outstanding invoices for utility charges (need consent).

v. Municipal Fire Department - Request new inspection and letter of good

standing disclosing any outstanding work orders.

w. Municipal Water Department - Confirmation of any outstanding invoices

(need consent).

x. Saskatchewan Liquor and Gaming Authority - Obtain a letter confirming

any liquor licenses on the premises or outstanding orders.

y. Municipal By-Law Enforcement - Search as to any outstanding

infractions.

z. Saskatchewan Government Insurance -·Search for any vehicles owned by

the vendor that might be included with the property such.as maintenance or
security vehicles (consent required).

aa. Saskatchewan Securities Commission - Obtain letter confirming no

defaults or pending proceedings if acquiring corporation's shares.

bb. Canada Revenue Agency - Information re: status of account regarding

source deductions, GST and income tax (consent required).

cc. Occupational Health and Safety Branch - Obtain letter regarding

outstanding orders, infractions, or complaints. .

dd. SaskEnergy - Legal Department ~ Property's compliance with right of

way or easement agreements and information re: utilities (unregistered
easements are only applicable in rural areas).

ee. SaskPower- Legal Department - Property's compliance with right of way

or easement agreements and information re: utilities (unregistered
easements are only applicable in rural areas).

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 ff. SaskTel- Legal Department - Property's compliance with right of way or
easements agreements and information re: utilities.

gg. Saskatchewan Human Rights Commission - Obtain a letter re:

outstanding complaints or investigations.

hh. .Determine whether part VI of The Saskatchewan Farm Security Act applies.
That is, is there restrictions on ownership as a result of the purchaser being a
corporation or resident outside of Saskatchewan? ·If the farm ownership
rules apply, determine whether an exemption order can be obtained.

ii. Determine whether aJicense is required under The Agricultural Operations

Act, which applies to such operations as large, intensive livestock facilities.
Determine if a license has been obtained, and the requirements to transfer
such license.

jj. Search for registration and ownership of business name (Corporations

Branch) or trade mark or trade name (Canadian Intellectual Property
Office).

2. Document Review

The following are some of the typical documents one should anticipate reviewing
when acting for a purchaser in a commercial real estate transaction: .

a. Leases

Obtain estoppel certificates from all major tenants and as many of the other
tenants as possible. Obtain a certificate of the vendor for any estoppel
certificates not obtained. Estoppel certificates should be directed to the
purchaser and its mortgagee and should disclose the essential lease terms,
including any rights or early termination, rights to set off rent, rights to
abate rent, pre-paid rents, exclusive use rights, exclusive parking rights,
expansion rights, and rights of first refusal on additional space, and
existence of any outstanding leasehold improvement allowances.

On instructions of the client, leases, in particular major leases, should be

reviewed to confirm consistency with estoppel certificates or landlord
certificates, and to note any other unusual provisions that would not be
caught by the estoppel certificate.

b. Restrictive Covenant Agreements - Review any agreements that restrict

the use of the land.
\
I

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 c. Property Management Agreement - Review the Property Management
Agreement, in particular the business terms and termination rights if the
property manager is to be retained.

d. Review all easements registered on the land,and all easements registered

on all other lands where the lands being acquired are the dominant
tenement. Confirm registration of easements on other land by conducting a
land registry search.

e. Parking Agreements - Review all parking agreements with the

municipality or adjacent land owners to confirm thatadequate parking has
been provided for and that there are no unreasonable requirements.

f. Zoning and Development Agreements - Review all agreements with the

municipality to ensure compliance and confirm there are no unreasonable
requirements.

g. Service Contracts - Review all service contracts for suppliers, if they will
be assumed.

h. Warranties - Review all construction and maintenance warranties that are

still subsisting.
)
i. Property Taxes - Review the legal documentation surrounding any pending
tax appeals.

j. Plans and Specifications - Review on instructions of client if third party

professional has not been retained.

k. Employment Contracts - Review contracts for any employees being

assumed by purchaser.

1. All Other Material Contracts

m. Minute Books - Review minute books to confirm due authorization,

authority and due execution.

3. Third Party Reports

For each of the following types of reports, determine from the client who will be
retaining the third party, whether a solicitor will be asked to review and comment
on the retention letter or contract, and whether the solicitor will be asked to review
and comment on the report produced by the third party:

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a. Environmental Engineering Report and Soil Engineering Report

b. Building Engineer's Report • Inspect roof, mechanical systems, and

general state of repair of land and buildings.

c. . Insurance Consultant's Report..., Insurance consultants should ensure that

the building can be insured at a reasonable premium.

d. Land Surveyor - Obtain up-to-date Real Property Report

e. Appraisal - An appraisal will be required by the purchaser's mortgagee.

f. Leasing or Real Estate Consultant - Review of leases.

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 Precedent - Due Diligence Checklist

Revised.
File No. •

. Due Diligence Searches - as at . , 2004

Civic Address: . ; Regina, SK

Name of Business: •
Vendor's Name: • ("Company")
Purchaser's Name: • ("Purchaser")

OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULTI

.REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS - -
(DATE)
1. Land Registry a. Title Print
b. Search and printout
of each instrument
registered against real
property
c. Saskatchewan Writ
Registry (in name of
.
the Company
.
and
Purchaser)
d. Search of
Registered Owners
Name to locate any
additional parcels
e. Parcel pic search to
locate parcels

14
OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION·OF SEARCH RESULT/
REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
f. Copy of registered
plan
2. Personal Property a. Search on the
Registry Company, and
Purchaser, if necessary
b. Search on Business
Name
3. Bank of Canada Search on the
Company
4. Industry Canada, Bankruptcy Search on
Bankruptcy Branch, the Company
Ottawa
5. Action searches a. Certificate for action
from applicable search under the name
Judicial Centre(s) of the Company
b. Copy of pleadings
6. Sheriff at applicable a. Sheriffs certificate
Judicial Centre(s) for writs of execution
under the name of the
Company
7. Municipal Taxation a. Real Property tax
Dept. search oral or on-line
search, plus order Tax
Certificate (can take
several weeks),
including any local
improvement charges
accrumg.
8. Saskatchewan a. Revenue and. Need Consent
Finance Revenue Financial Services Act

15
 ---

OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULTI

REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
Division (search as to status of
payments under misc.
prov statutes -
Provincial Sales Tax,
Liquor Consump.,
etc.); and Corporation
Capital TaX search
b. Revenue and only available post-closing (Need Consent)
Financial Services Act
Certificate for Vendor -
(s.51(2))
9. Workers' a. Consent letter from Need Consent
Compensation Board the Company
(see s. 155 of Act)
b. WCB letter of good
standing (consent not
required)
c. Clearance will only be available post-closing (Need consent)
Certificate
10. Regional Public General search on
Heath Authority - property and letter of
Inspections good standing
11. Saskatchewan a. The Boiler and
Corrections and Public Pressure Vessel Act
Safety - Licensing and search
Inspections re:
outstanding orders or
contraventions under: -"

b. The Electrical
Licensing Act search

16
OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULTI
REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
c. The Gas Licensing
Act search
d. The Passenger and
Freight Elevator Act
search
12. Saskatchewan Certificate re:
Labour Relations outstanding
Board applications I orders
13. Saskatchewan Letter re: no
Labour, Labour outstanding complaints
Standards Branch
14. Business a. Profile Report on the
Corporation Branch Company -- ...
-
b. Certificate of status
.for the Company
c. Microfiche of the
Company's corporate
records
15. Saskatchewan Environmental search
Environment & as to orders, etc. (30 to
Resource Mgmt. 45 days)
16. Surveyor Surveyor's.Certificate
I Real Property Report
17. Municipal Urban a. Building Siting
Planning Certificate and Zoning
Certificate or
Memorandum (need
Surveyor's Certificate)
b. Confirmation as to
zoning classification,

17
OFFICE WHERE· . DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULT!
REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
lawful uses of property
and whether
designated as a
heritage site
c. Confirmation
property conforms
with parking
regulations
d. Enquiry re:
obligations outstanding
from subdivision
approval
18. Municipal a.· Confirmation from
Building Deparment municipality of no
outstanding work
orders or notices
b. Occupancy permit!
certificate
19. SaskPower The Gas Inspection Need consent
Superintendent Gas Act search letter
Inspector
20. SaskPower The Electrical Need consent
Superintendent Inspection·Act search
Electrical Inspector letter
21. SaskPower Outstanding invoices Need consent
(need consent of the
Company)
22. SaskEnergy Work orders Need consent
outstanding and
outstanding invoices

18
OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULTI
REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
(need consent of the·
Company)
23. Municipal Fire Letter of good standing
Department
24. Municipal Water Water invoices Need consent
Department outstanding (need
consent of the
Company)
25. Saskatchewan Search as to licenses
Liquor and Gaming and outstanding orders
Authority
26. Municipal Bylaw Search asto
Enforcement outstanding orders
27. Saskatchewan Vehicle search
Government Insurance (consent required)
28. Saskatchewan No-default certificate
Securities Commission
29. Canada Revenue Information re:
Agency compliance with
source deductions and
the Excise Tax Act
(GST) (need consent
of the Company)
30. Occupational Letter re: no
Health and Safety outstanding orders or
complaints
31. SaskEnergy Legal Property's compliance
Department with right of way or
easement agreements
andinformation re:

19
 .~-

OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULT/

REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
utilities
32. SaskPower Legal Property's compliance
Department with right ofway or
easement agreements
and information re:
utilities
33. SaskTel's Legal Property's compliance
Department with right of way or
easement agreements
and information re:
utilities
·34. Material Contracts
(including building .....
-
and maintenance
contracts) .

35. Human Rights Outstanding

Commission complaints /
investigations
36. The Saskatchewan Determine whether
Farm Security Act Part VI of the Act
applies and whether an
exemption order can
be obtained
37. The Agricultural Determine'whether a
Operations Act . license is required
under the Act

Third Party Reports

38. Environmental'

20
OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULTI .
REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
Engineering Report
and Soil Engineering
Report
39. Building Inspection of roof,
Engineer's Report mechanical systems,
and general state of
repair of land and
buildings.
40. Insurance Ensure that the
Consultant's Report building can be insured .
at a reasonable
premium.
41. Land Surveyor
42. Appraisal ' Appraisals will be
. required by the
Purchaser's
mortgagee.
43. Leasing or Real Review of leases.
Estate Consultant

Documents:

DOCUMENT RECEIVED FROM DATE REC'D SENT COMMENT ON DOCUMENT

REQUESTED DATE TO
CLIENT
(DATE)

44. Leases

21
 -._-~

OFFICE WHERE DOCUMENT ORDERED REC'D SENT TO DESCRIPTION OF SEARCH RESULTI

REQUEST MADE REQUESTED (DATE) (DATE) CLIENT COMMENTS
(DATE)
45. Restrictive
Covenant Agreements
46. Property
Management
Agreement
47. Easements
registered on the land
and all lands where
land acquired is
dominant tenement
48.Parking
Agreements
49. Zoning and
Development
Agreements
50. Service Contracts
51. Warranties
52. Property Taxes
53. Plans and
Specifications
54. Employment
Contracts
55. All other material
contracts
56. Minute Books

22
 Precedent - Consent to Release Information

CONSENT TO RELEASE OF INFORMATION

TO WHOM IT MAY CONCERN:

Dear Sirs:

Re: •
•
. . Please accept this letter asyour full warrant and authority to release any
information respecting the company and property noted above to Messrs. • [Insert solicitor's
name and address].

This consent, authorization and instruction applies to all municipal, provincial and
federal government offices including, without limiting the generality of the foregoing, the
following:

(a) Saskatchewan Workers' Compensation Board;

(b) the Revenue and Financial Services Act: respecting the status of the
company's tax indebtedness under miscellaneous statutes;

DATED this __ day ofe, 2004.

•
Per:

Name:
Title:

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