B.C. Reg. 210/2019, deposited October 24, 2019, under the FINANCIAL SERVICES AUTHORITY ACT, 2019 [section 25]. Ministerial Order M374/2019, dated October 15, 2019.

I, Carole James, Minister of Finance and Deputy Premier, order that the attached Transfer to the BC Financial Services Authority Regulation is made.

— C. JAMES, Minister of Finance and Deputy Premier.

TRANSFER TO THE BC FINANCIAL SERVICES
AUTHORITY REGULATION

Definition

1  In this regulation, "Appendix" means an appendix to the agreement attached as Schedule 1.

Transfer of property

2  Authority is given for the transfer to and vesting in the BC Financial Services Authority, by agreement, of the following tangible and intangible property, subject to the terms and conditions that apply to the transfer of that property under an agreement between the minister and the Authority that is substantially in the form of the agreement attached as Schedule 1:

(a) the property listed or described in Appendix 1;

(b) the domain names listed or described in Appendix 3;

(c) the websites, electronic or digital systems and copyrights described in Appendix 4;

(d) the property listed or described in Appendix 5.

Schedule 1

ASSET TRANSFER AGREEMENT

THIS AGREEMENT dated for reference November 1, 2019.

BETWEEN:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, represented by the Minister of Finance

(the "Province")

OF THE FIRST PART

AND:

BC FINANCIAL SERVICES AUTHORITY, a corporation established under the Financial Services Authority Act, 2019

(the "Corporation")

OF THE SECOND PART

WHEREAS:

A. The Province has agreed to transfer, and the Corporation has agreed to acquire, certain assets and undertakings relating to the operations formerly carried on by the Financial Institutions Commission; and

B. The parties wish to transfer the Assets in accordance with the terms of this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the promises and the covenants, agreements, representations, warranties and payments hereinafter contained, the parties hereto covenant and agree as follows:

Article I

DEFINITIONS

1.01 In this Agreement and the Recitals:

"Agreement" means this asset transfer agreement inclusive of all appendices hereto;

"Assets" means:

(a) the furniture, equipment and other chattels listed or described in Appendix 1,

(b) the Assumed Contracts,

(c) the domain names listed or described in Appendix 3,

(d) the websites and electronic or digital systems and associated copyrights described in Appendix 4, and

(e) the other intangible property listed or described in Appendix 5;

"Assumed Contracts" means the agreements and qualified supplier lists listed or described in Appendix 2;

"Closing" means the consummation of the transactions contemplated by this asset transfer agreement upon the Completion Date;

"Completion Date" means November 1, 2019 or such other date as the parties may agree upon in writing;

"Foreign Contract" means an Assumed Contract that is not governed by the laws of the Province of British Columbia;

"Forgotten Assets" means any property that the Province determines, following the Completion Date, that it had intended to transfer to the Corporation as part of the Assets but which it omitted to do as a result of inadvertence;

"Minister" means the Minister of Finance; and

"Transfer Consideration" means the sum of $1.00 and other good and valuable consideration.

Article II

TRANSFER OF ASSETS

2.01 Upon the terms and subject to the conditions of this Agreement, including payment of the Transfer Consideration, the Province agrees to assign and transfer the Assets to the Corporation, and the Corporation agrees to acquire the Assets from the Province.

Article III

PAYMENT OF THE TRANSFER CONSIDERATION

3.01 The Transfer Consideration will be paid by the Corporation to the Province on the Completion Date.

3.02 The Transfer Consideration will be subject to adjustments for such matters as are normally the subject of adjustments in transactions of this nature and all such adjustments will be completed and all adjusting payments made by each party to the other on October 31, 2019.

Article IV

ASSIGNMENT AND ASSUMPTION OF AGREEMENTS

4.01 Subject to sections 4.02 and 4.03, the Province will assign to the Corporation, and the Corporation will assume all obligations of the Province under the Assumed Contracts, in each case to the extent permitted by law and by the terms of the Assumed Contracts.

4.02 The assignment and assumption referred to in section 4.01 will take effect upon Closing without the need for delivery of any further document or instrument, and upon Closing:

(a) the Province will be deemed to have assigned and transferred to the Corporation absolutely and forever all its right, title and interest in and to the Assumed Contracts,

(b) the Corporation will be deemed to have assumed all obligations of the Province under the Assumed Contracts and will thereafter be bound by the terms of the Assumed Contracts in every way as if the Corporation had been a party to the Assumed Contracts in lieu of the Province,

(c) the Corporation will indemnify and save harmless the Province from and against any liability or expense arising from any failure by the Corporation to perform the obligations the Corporation is deemed to have assumed under the Assumed Contracts,

(d) the Province will indemnify and save harmless the Corporation from and against any liability or expense arising from any failure by the Province to perform the obligations the Province under the Assumed Contracts prior to Closing, and

(e) the Province will be deemed to have assigned and transferred to the Corporation absolutely and forever all its world-wide right, title and interest in and to the materials described in Appendix 4, including title and possession of such materials, all literary and artistic works or components embodied therein, and all copyright and other intellectual property rights therein in Canada and throughout the world, the right to file applications for registration of such rights and the assignment and transfer of any accrued causes of action related thereto. To the extent that any author of such materials has waived in favour of the Province any moral rights arising under the Copyright Act (Canada) or any rights to similar effect in any country or at common law in relation to such materials, the Corporation will be deemed to be the successor and assignee of such waivers.

4.03 Notwithstanding anything herein to the contrary, if the assignment or assumption of all or any portion of any rights or obligations under any Foreign Contract will require the consent of any other party thereto or any other third party that has not been obtained prior to the Completion Date, this Agreement will not constitute an agreement to assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Foreign Contract if an attempted assignment without any such consent would constitute a breach or violation thereof, unless and until such consent is obtained.

4.04 In order, however, to seek to provide the Corporation the full realization and value of every Foreign Contract of the kind described in section 4.03 as soon as practicable after the Closing, the Province and the Corporation will cooperate, in all commercially reasonable respects,

(a) to obtain any necessary consents to the assignment of such Foreign Contracts, the Province and the Corporation will cooperate, in all commercially reasonable respects, and

(b) to provide to the Corporation the benefits under such Foreign Contracts (with the Corporation being entitled to all the gains and responsible for all losses, taxes and liabilities realized or incurred under the Foreign Contracts from the Completion Date).

4.05 If reasonably requested by the Corporation, the Province will use commercially reasonable efforts to seek to enforce for the benefit of the Corporation and at the Corporation’s expense all reasonable claims or rights of the Province arising under the Foreign Contracts of the kind described in section 4.03, and in that event:

(a) the Corporation will indemnify the Province for any and all losses arising in connection with any action by a third party arising from, in connection with or otherwise with respect to actions taken or failed to be taken by the Province consistent with the Corporation’s request under this section,

(b) if the Corporation receives the benefits thereunder, the Corporation will perform and comply with, at the Corporation’s cost, all of the Province’s obligations incurred during such period under such Foreign Contracts as if the Corporation were the Province thereunder, and

(c) immediately after any required consents to assignment are obtained for any such Foreign Contracts, the provisions of section 4.02 will apply to such Foreign Contracts without the need for payment of any further consideration or the taking of any further action.

Article V

TRANSFER OF ASSETS IDENTIFIED AFTER COMPLETION DATE

5.01 If, following the Completion Date, the Province identifies any Forgotten Assets, the Province will promptly give the Corporation a written notice setting out, in reasonable detail, a description of such Forgotten Assets and immediately upon the giving of such written notice all right title and interest of the Province in such Forgotten Assets will vest in and be deemed to be transferred to the Corporation in the same manner, to the same extent and otherwise subject to the same provisions of this Agreement as would have applied had such Forgotten Assets been included as part of the Assets transferred upon Closing.

5.02 Notwithstanding section 5.01, the Corporation will be responsible for payment of any fees or costs associated with the registration, if applicable, of the transfer of any Forgotten Assets.

Article VI

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PROVINCE

6.01 The Province represents and warrants to the Corporation as follows, with the intent that the Corporation will rely thereon in entering into this Agreement and in concluding the transfer and acquisition contemplated herein that:

(a) all necessary proceedings have been taken and done to authorize the execution and delivery of this Agreement, and the transfer of the Assets,

(b) this Agreement has been legally and properly executed by the Province, and

(c) the Province owns and possesses and has a good and marketable title to the Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, except those described in the Lease.

Article VII

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

7.01 The Corporation represents and warrants to the Province as follows, with the intent that the Province will rely thereon in entering into this Agreement, and in concluding the transfer and acquisition contemplated herein that effective now and on the Completion Date that:

(a) it has all the corporate power, capacity and authority to enter into this agreement and to carry out its obligations contemplated herein, all of which have been duly and validly authorized by all necessary corporate proceedings, and

(b) the execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Corporation, and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms.

7.02 The Corporation acknowledges and agrees that it accepts the Assets in their current condition.

7.03 Transfer fees
The Corporation will be liable for and will pay all sales taxes, registration charges and transfer fees including without limitation, social services tax, tax under the Excise Tax Act (Canada) and property transfer tax, payable upon and in connection with the assignment and transfer of the Assets by the Province to the Corporation.

Article VIII

8.01 Documents to be delivered by the Province
On the Completion Date the Province will deliver or cause to be delivered to the Corporation:

(a) a bill of sale in form appropriate to effectively vest in the Corporation a good and marketable title to the furniture, equipment, program materials and other chattels described in Appendix 1, and

(b) possession of the Assets described in Appendix 1;

8.02 On the Completion Date all right, title and interest in the domain names described in Appendix 3 will vest in the Corporation together with the right to request changes in the respective registries to reflect the change in ownership of those domain names.

8.03 Documents to be delivered by the Corporation
On the Completion Date the Corporation will deliver or cause to be delivered to the Province:

(a) the Transfer Consideration; and

(b) such other documents as the Province’s solicitors may reasonably require to give effect to the transactions described herein.

Article IX

MISCELLANEOUS

9.01 Time of essence
Time will be of the essence of this Agreement.

9.02 Risk
The Assets will be at the risk of the Province up to 2:00 p.m. on the Completion Date.

9.03 Notices
Any notice, document or communication required or permitted to be given hereunder will be in writing and will be deemed to have been duly given if delivered by hand addressed to the party to which it is to be given as follows:

To the Province:

Chief Financial Officer

Ministry of Finance

3rd Floor - 617 Government Street

Victoria, BC V8W 9V1

To the Corporation:

Chief Executive Officer

BC Financial Services Authority

2800 – 555 West Hastings Street

Vancouver, BC V6B 1M1

9.04 Assignment
The Corporation will not assign, either directly or indirectly, this Agreement or any of its rights under this Agreement without the prior written consent of the Province.

9.05 Successors and assigns
This Agreement will endure to the benefit of and be binding upon the parties and their respective successors and assigns.

9.06 No merger
The parties acknowledge and agree that the warranties, representations and agreements under sections 5.01, 6.01, and 6.02 will not be subject to merger but will survive the completion of the exchange of documents on the Completion Date.

Article X

INTERPRETATION

10.01 Statutes
A reference to a statute in this Agreement means a statute of the Province of British Columbia unless otherwise stated and includes every amendment to it, every regulation made under it and any enactment passed in substitution therefor or in replacement thereof.

10.02 References
Unless the context otherwise requires, any reference in this Agreement to any section or subsection by number is a reference to the appropriate section or subsection in this Agreement.

10.03 Exercise of Power
Wherever in this Agreement any option or discretion is conferred upon the Province or the Province is authorized or empowered to do, perform or consent to any act, matter or thing, such option or discretion may be exercised or such act, matter or thing may be done, performed or consented to on behalf of the Province by the Minister so to exercise such option or discretion or do, perform or consent to such act, matter or thing.

10.04 Headings
The headings or captions in this Agreement are inserted for convenience only and do not form a part of this Agreement and in no way define, limit, alter or enlarge the scope or meaning of any provision of this Agreement.

10.05 Gender
Wherever the singular or masculine is used in this Agreement it will be construed as the plural or feminine or neuter, as the case may be, and vice versa where the context or the parties so require.

10.06 Appendices
Each Appendix attached to this Agreement is an integral part of this Agreement as if set out at length in the body of this Agreement.

10.07 Entire agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this Agreement than as expressly set forth or referred to in this Agreement.

10.08 No other agreements
This Agreement supersedes and replaces any agreements or undertakings regarding the subject matter of this Agreement entered into, made or given by the parties prior to the date this Agreement comes into force and effect.

10.09 Further acts and assurances
Each of the parties will, upon the reasonable request of the other, make, do, execute or cause to be made, done or executed all further and other lawful acts, deeds, things, devices, documents, instruments and assurances whatever for the better or more perfect and absolute performance of the terms and conditions of this Agreement.

10.10 Severability
If any provision of this Agreement or the application thereof to any person or circumstance is invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected or impaired thereby and will be valid and enforceable to the extent permitted by law.

10.11 Amendments in writing
This Agreement may not be amended except by agreement in writing between the parties.

10.12 Currency
All dollar amounts expressed in this Agreement refer to lawful currency of Canada.

10.13 No waiver
No waiver by either party of a breach or default by the other party in the observance, performance or compliance of any of its obligations under this Agreement will be effective unless it is in writing and no such waiver will be deemed or construed to be a waiver of any other breach or default and failure or delay on the part of either party to complain of an act or failure of the other party or to declare such other party in default, irrespective of how long such failure or delay continues, will not constitute a waiver by such party of any of its rights against the other party.

10.14 Governing law
This Agreement will be governed by and construed and interpreted in accordance with the laws of the Province of British Columbia.

IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first above written.

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA

Per: _________________________________

Authorized Signatory

Minister of Finance

BC FINANCIAL SERVICES AUTHORITY

Per: _________________________________

Authorized Signatory

Blair Morrison, CEO

Per: _________________________________

Authorized Signatory

Name:

Appendix 1

The furniture, equipment and other chattels are as follows:

1. Furniture and equipment for the following locations including items such as workstations (desks, tables, chairs, filing cabinets, credenzas, book cases, computers, printers, multi-function devices, fax machines, etc), board room tables and chairs and other accessories, reception area furniture, kitchen facilities, etc.

A. Offices

1. All furniture and equipment located at the offices occupied by Financial Institutions Commission staff in 555 West Hastings Street, Vancouver, BC.

2. All furniture and equipment located at the offices occupied by Financial Institutions Commission staff in 13401 – 108 Avenue, Surrey, BC.

Appendix 2

The Agreements are as follows:

1. VARIOUS SERVICES CONTRACTS

2. INFORMATION SHARING AGREEMENTS AND MEMORANDA OF UNDERSTANDING

3. QUALIFIED SUPPLIER LISTS

4. FOREIGN CONTRACTS REQUIRING CONSENT TO ASSIGNMENT

Appendix 3

The domain names are as follows:

Appendix 4

The websites and electronic or digital systems are as follows:

1. Any and all computer software, source code and object code relating to databases, websites, systems and associated copyrights used specifically for the Regulatory Programs (as defined in Appendix 5), where such rights reside with the Province as of the Completion Date.

Appendix 5

The intangible property is as follows:

1. All information contained within databases used for the delivery of the operations of the Financial Institutions Commission, Registrar of Mortgage Brokers and Superintendent of Pensions (collectively the "Regulatory Programs") including consumer databases, contact information databases and digital asset management databases.

2. All licences, leases or permits related to the delivery of the Regulatory Programs that currently reside with the Province, including those stored in consumer, contact information, and digital asset management databases.

3. Any and all other intellectual property used in the delivery of the Regulatory Programs, including trade secrets, know-how, training and education curricula, workshops and industry programs.

4. All and any other material used for the delivery of the Regulatory Programs, including but not limited to, records, strategies, plans, presentations, videos, footage, still photographs, illustrations, data, analyses, reports, research studies and reports.

5. The balance of the following accounts as of the Completion Date:

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