Memorandum of Understanding
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER RESPONSIBLE FOR SENIORS
THE RETIREMENT HOMES REGULATORY AUTHORITY (RHRA)
WHEREAS the Minister and the Retirement Homes Regulatory Authority (RHRA) are required to enter into a memorandum of understanding pursuant to section 18 of the Retirement Homes Act, 2010;
AND WHEREAS the Minister is accountable to the people of Ontario as a member of the Legislative Assembly and as a Minister of the Crown in right of Ontario;
AND WHEREAS the RHRA is accountable to the Minister and the government for activities under its statutory mandate;
Recognizing that the Minister is responsible for recommending legislative and regulatory changes to the Lieutenant Governor in Council;
Recognizing that the RHRA administers the Act and regulations on behalf of the Minister and can provide valuable information to the government regarding the operational effectiveness of the Act and the regulations and that both parties acting in the public interest are dependent on a collaborative relationship;
Recognizing that the RHRA, when fully operational, is not funded by the government and that the RHRA is not self-regulating;
AND WHEREAS it is the intention of the Minister and the RHRA that they exercise their powers and duties under the Act and regulations in such a manner as to ensure that a Retirement Home is operated so that it is a place where residents live with dignity, respect, privacy and autonomy, in security, safety and comfort and can make informed choices about their care options;
NOW THEREFORE the parties hereafter enter into this memorandum of understanding.
- Purpose of the Memorandum of Understanding
- Crown Agency Status
- Statutory Mandate
- Accountability Relationships
- Roles and Responsibilities of the Parties
- Board Composition, Appointment and Chair
- Statutory Appointments
- Corporate Reporting
- Financial Arrangements
- Records, Privacy and Access
- Indemnity and Release
- Entire Agreement
- Public Document
- Term of Agreement
- Summary Additional Objects of the Corporation
- Information Sharing and Communications Protocol
- Risk Officer
- Complaints Review Officer
- French Language Services Delivery Policy
- Board Competency Criteria
- Code of Ethics
- Corporate Planning and Reporting
- Fee Setting Process and Criteria
- Oversight Payments by the RHRA
- Access and Privacy Code
- Appendix 1 – Policy Directives
- In this memorandum of understanding:
- “Act” means Retirement Homes Act, 2010 and its associated regulations;
- “Advisory Committee” means the committee to be established pursuant to section 7(29) of this MOU;
- “Board” means the Board of Directors of the RHRA and includes the Interim Board;
- “Chair” means the Chair of the RHRA’s Board of Directors;
- “Consumer” means a resident, a family member of a resident, a person of importance to a resident, a representative of a seniors’ organization or an individual who advocates for seniors;
- “CRO” means the Complaints Review Officer as appointed under section 25 of the Act;
- “Crown” means Her Majesty the Queen in Right of the Province of Ontario;
- “Inspector” means the Registrar or an inspector appointed by the Registrar under section 76 of the Act;
- “Interim Board” means the Interim Board as established under section 13 of the Act;
- “Investigator” means a person appointed under section 80 of the Act;
- “Lobbyist” means an individual who, for payment, undertakes to Lobby on behalf of the RHRA, but does not mean an individual who is employed by the RHRA, a significant part of whose duties is to Lobby on behalf of the RHRA;
- “Lobby” means to arrange a meeting between a public office holder and any other person or to communicate with a public office holder in an attempt to influence,
- the development of any legislative proposal by the Government of Ontario or by a member of the Legislative Assembly,
- the introduction of any bill or resolution in the Legislative Assembly or the passage, defeat or amendment of any bill or resolution that is before the Legislative Assembly,
- the making or amendment of any regulation as defined in Part III (Regulations) of the Legislation Act, 2006,
- the development or amendment of any policy or program of the Government of Ontario or the termination of any program of the Government of Ontario,
- a decision by the Executive Council to transfer from the Crown for consideration all or part of, or any interest in or asset of, any business, enterprise or institution that provides goods or services to the Crown or to the public,
- a decision by the Executive Council, a committee of the Executive Council or a minister of the Crown to have the private sector instead of the Crown provide goods or services to the Crown, or
- the awarding of any grant, contribution or other financial benefit by or on behalf of the Crown.
- “MBC” means Management Board of Cabinet;
- “Minister” means Minister Responsible for Seniors or any other member of the Executive Council to whom responsibility for this Act is assigned or transferred under the Executive Council Act;
- “MOU” means the memorandum of understanding entered into between the Minister and the RHRA as required under section 18 of the Act and includes all attached schedules and appendices and any agreement, schedule or appendix in writing supplementing or amending this MOU or any schedule;
- “OSS” means the Ontario Seniors’ Secretariat;
- “Registrar” means the Registrar appointed under section 23 of the Act;
- “Retirement Home” means a retirement home as defined in the Act and regulations;
- “RHRA” means the Retirement Homes Regulatory Authority established under section 10 of the Act;
- “RO” means the Risk Officer as appointed under section 24 of the Act;
- “TB” means Treasury Board.
2. PURPOSE OF THE MOU
- The MOU between the Minister and the RHRA clarifies the roles, duties and responsibilities of the parties in relation to the administration of the Act and administrative matters under the Act.
- The MOU sets out the accountability framework between the parties and clarifies the administrative, financial, auditing, legislative and regulatory development, and working and reporting relationships between the parties.
- The MOU should be read together with the Act. This MOU does not affect, modify or limit the powers of the RHRA as set out in the Act, or interfere with the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any act or regulation, the act or regulation prevails.
3. CROWN AGENCY STATUS
The RHRA, including its members, directors and officers, and any inspectors and other persons employed, retained or appointed by the RHRA, are not agents of the Crown.
4. STATUTORY MANDATE
The objects of the RHRA as set out in clauses 16 (a) to (d) of the Act form the mandate of the RHRA.
- The objects of the RHRA are set out in clauses 16 (a) to (e) of the Act.
- Any additional objects of the RHRA assigned to it by the Minister pursuant to subsection 16 (e) of the Act shall be set out in Schedule “A” attached to this MOU. Schedule “A” may be amended from time to time by the Minister.
6. ACCOUNTABILITY RELATIONSHIPS
- The Minister is accountable to the Legislative Assembly for the fulfilment of the statutory mandate of the RHRA and for reporting to the Legislative Assembly on the affairs of the RHRA.
- The Chair is accountable to the government for the performance of the RHRA. The Chair acknowledges that accountability to the government means accountability to the Minister.
- The Board is accountable to the government. The Board acknowledges that accountability to the government means accountability to the Minister through the Chair.
7. ROLES AND RESPONSIBILITIES OF THE PARTIES
- The Minister is responsible for overseeing the performance of the RHRA with respect to its statutory mandate and for reporting to the Legislative Assembly on its activities. For this purpose, the Minister requires timely access to information from the RHRA as set out in Schedule “B”.
- In relation to the Act, the Minister is solely responsible for recommending regulatory changes to the Lieutenant Governor in Council or legislative changes in the Legislative Assembly.
- The Minister shall make reasonable efforts to engage the RHRA throughout the policy development process. The Minister shall make reasonable efforts to work with the RHRA to coordinate public and stakeholder communications and consultations regarding any proposed legislative, regulatory or policy changes.
- The Minister shall use reasonable efforts to consult with the RHRA in respect of current or proposed legislation or policy, which will directly impact on the RHRA’s administration of the Act.
- The Minister may, where the Minister deems appropriate, delegate, make, or assign to the RHRA such additional authority, appointments or consents as are within the Minister’s control.
- The Minister may, where the Minister deems appropriate, assist the RHRA in obtaining any additional authorities, appointments or consents, where the granting of such are not within the Minister’s control.
- The Minister may, where the Minister deems appropriate, work with other ministries in facilitating agreements and relationships with the RHRA.
- The Minister may, where the Minister deems appropriate, in consultation with the RHRA and as approved by the Lieutenant Governor in Council or such other government personnel or bodies as are required, conduct intergovernmental relations and negotiate trade and other binding intergovernmental agreements.
- If the Minister considers it in the public interest to do so, the Minister may appoint an administrator of the RHRA under section 32 of the Act. The Minister shall give the Board at least 14 days written notice before appointing the administrator, unless there are not enough directors on the Board to form a quorum.
- The Minister may, where the Minister deems appropriate, conduct performance, governance, accountability or financial reviews of the RHRA. If feasible, the Minister will provide the RHRA with reasonable notice of any such review.
- The Minister shall undertake a review of the Act in accordance with subsection 120 (1) of the Act.
- The Minister and Chair shall meet at least semi-annually.
- The RHRA shall carry out its duties and responsibilities in accordance with the Act, this MOU, the law, and in accordance with the principle that a Retirement Home is to be operated so that it is a place where residents live with dignity, respect, privacy and autonomy, in security, safety and comfort and can make informed choices about their care options.
- The RHRA is responsible for acquiring adequate resources, including financial resources, to comply with the Act, this MOU, and to operate in accordance with the business plan that it shall provide to the Minister under subsection 10 (2) of this MOU.
- The RHRA shall immediately report to the Minister any reason for concern about the financial state of the RHRA or the ability of the RHRA to fulfil its statutory mandate.
- The RHRA is responsible for maintaining appropriate performance measurements, governance, and financial and risk management processes with sound internal controls to conduct the RHRA’s operations effectively, efficiently, economically and with regard to stakeholders’ and the public’s expectations for the prudent use of funds.
- The RHRA is responsible for providing the Minister with the information prescribed in Schedule “B” and shall also provide information in relation to any matter under the control of the RHRA and related to the Act or the public interest as requested by the Minister and shall do so, in a case of urgency, in the sole discretion of the Minister, immediately upon the request of the Minister, and in all other cases, within a reasonable time to be agreed with the Minister, but excluding information that is subject to confidentiality restrictions imposed by applicable laws.
- The RHRA shall facilitate any review required by the Minister under subsection 120 (1) of the Act and subsection 7 (10) of this MOU with its reasonable efforts and shall provide a report on any such review within a reasonable time requested by the Minister.
- It is the role of the RHRA, when able and appropriate, to coordinate its enforcement activities in relation to the investigation of serious incidents with the enforcement activities of other provincial, federal and municipal enforcement authorities.
- The RHRA shall comply with all policy directions issued by the Minister under section 19 (1) of the Act. Any policy direction issued by the Minister will be listed in Appendix 1 to this MOU.
- The RHRA shall participate in the development of policy in a manner as requested by the Minister with respect to proposed legislative, regulatory, or policy changes related to the Act or the administration of the Act, including collecting specific information requested by the Minister. The RHRA shall work with the Minister to coordinate public and stakeholder communications and consultations regarding any proposed legislative, regulatory or policy changes.
- The RHRA shall provide timely information and advice to the Minister regarding any issues or concerns related to the administration of the Act that may require legislative, regulatory or policy changes.
- The RHRA shall appoint a RO in accordance with section 24 of the Act and Schedule “C” of this MOU. The RHRA shall ensure that the RO performs his or her duties and responsibilities in accordance with the Act and this MOU.
- As required by subsection 24 (6) of the Act, the RHRA shall provide the RO with access to any information and records that the RO believes to be necessary to perform the duties of the RO.
- The RHRA shall appoint a CRO in accordance with section 25 of the Act and Schedule “D” of this MOU. The RHRA shall ensure that the CRO performs his or her duties and responsibilities in accordance with the Act and this MOU.
- As required by subsection 88 (7) of the Act, the RHRA shall provide the CRO with access to any information and records required to perform the duties of the CRO.
- The RHRA shall appoint a Registrar in accordance with section 23 of the Act and Schedule “E” of this MOU.
- The RHRA shall cooperate with an Administrator appointed by the Minister under section 32 of the Act.
- The RHRA shall establish the Advisory Committee in order to advise the RHRA which shall be comprised of at least one consumer and at least one representative of the retirement home sector and any other individuals selected by the Board. The terms of reference for and manner of appointment to the Advisory Committee established pursuant to this clause will be posted on the RHRA’s website and a report on the activities and advice provided by the Advisory Committee will be included in the annual report prepared pursuant to subsection 10 (5) of this MOU.
- The RHRA shall operate in accordance with the following TB and MBC directives:
- the Procurement Directive as it applies to Other Included Entities; and
- the Broader Public Sector Expenses Directive.
- The RHRA shall, within six (6) months of the first meeting of the Interim Board, develop a French Language Services Delivery Policy to ensure compliance with section 110 of the Act. This policy, once developed, shall be attached to this MOU as Schedule “F” and shall include a set of measures taken to ensure that French language services are actively offered in any dealings with the RHRA.
- The RHRA may make by-laws pursuant to subsection 14 (1) of the Act and shall make a by-law pursuant to subsection 14 (2) of the Act. The RHRA shall make all by-laws available to the public within 30 days after they are made by the Board and shall post the by-laws on the RHRA’s website, once operable.
- The RHRA shall not use public funds or funds generated under the Act to hire Lobbyists
8. BOARD COMPOSITION, APPOINTMENT AND CHAIR
Board Composition and Appointment of Directors
- Where the Minister has not set, by order, qualifications for being a director of the RHRA, the RHRA shall establish and maintain competency criteria for the Board, setting out the skills and competencies that are required for (members of) the Board, which shall be provided to the Minister by January 1, 2012, and then approved by the Minister and, once developed, shall be attached as Schedule “G”. Subject to subsection 12 (6) of the Act, the Minister may have regard to the competency criteria used by the Board when making appointments to the Board pursuant to subsections 12 (4) and (5) of the Act.
- The Act provides that where the Minister has by order set the qualifications for being a director only those persons who meet such qualifications may be elected or appointed. Where there is a conflict between subsections 8 (1) and 8 (2) of this MOU, 8 (2) shall prevail.
- The RHRA shall make a specific by-law regarding who can serve as a director elected to the Board, the criteria for their nomination, the process for their election, the length of their term and whether they can be re-elected. The draft by-law shall be provided to the Minister by January 1, 2012. The Minister shall approve or provide comments to the RHRA on the draft by-law within a reasonable time. Once approved in writing by the Minister this by-law shall be made available for public inspection including posting on the RHRA’s website within 30 days.
- Where the Minister has made an order pursuant to subsection 12 (9) of the Act and where there are inconsistencies between the order and the by-law developed under subsection 8 (3) of this MOU, the Minister’s order shall prevail. The Minister’s order shall be attached to this MOU as a schedule and RHRA shall post the order on its website.
- The RHRA shall establish a process to enable input from Consumers and individuals representing the Retirement Home sector into the nomination process for selecting eligible candidates for the Board to consider for membership.
- The Minister shall endeavour to recommend to the Lieutenant Governor in Council that it make appointments to the Board in a timely manner.
- The Minister may consult with the RHRA regarding any proposed changes to the composition of the Board.
- The RHRA shall demonstrate good corporate governance and shall provide the Minister with reasonable advance notice of any by-law changes related to its governance structure.
Information Required from the Board
- Commencing two (2) years after the permanent Board is first elected, the Board shall conduct a Board evaluation, including an evaluation of board members, no less frequently than once every two (2) years in accordance with best practices. The review shall be facilitated by an independent third party and a copy of the review shall be provided to the Chair.
- The Board shall adopt a binding code of ethics for its directors, officers, inspectors, and every other person employed, retained or appointed by the RHRA. As required under subsection 26 (a) of the Act the RHRA shall include rules respecting conflicts of interest, political activity and disclosure of wrongdoing. The code of ethics is subject to the approval of the Minister. Upon approval by the Minister, the code shall be attached to this MOU as Schedule “H”.
- The Board shall hold an annual general meeting, where the Board shall present its annual report and audited financial statements, and report to the members of the RHRA on the affairs of the RHRA for the immediately preceding year. It shall be held within 6 months of the end of the financial year, shall be open to the general public and the Board shall make reasonable efforts to inform the general public of such meeting.
Minister’s Designation of Chair
- The Minister shall designate a Chair of the Board from among the directors of the Board as soon as practical in advance of the annual general meeting and, for this purpose, the Minister may consider the views of the Board, competency criteria, qualifications established by Minister’s order if applicable, succession planning, and any other matter the Minister considers advisable in the circumstances.
- Subject to subsection 8 (15) of this MOU, the term of the Chair shall be concurrent with that person’s term as director of the Board.
- The designation of the Chair is at the pleasure of the Minister.
Regulatory Affairs Oversight
- In addition to fulfilling its corporate governance functions, the Board shall be responsible for carrying out the following regulatory governance functions:
- Reviewing the adequacy and effectiveness of the RHRA’s risk-based licensing and enforcement framework to ensure compliance with the Act;
- Reviewing implementation of and reporting on the risk-based licensing and enforcement framework;
- Providing strategic advice on potential or proposed policy changes.
9. STATUTORY APPOINTMENTS
- The RHRA shall make and maintain all statutory appointments required by the Act.
- The RHRA agrees that the position and functions of the statutory appointment positions under the Act shall be exercised by appointees of the RHRA and will not be exercised by the Board, the Chair or a member of the Board. The RO and the CRO shall only undertake those duties and responsibilities assigned to them by the Act and its associated regulations.
- The RHRA acknowledges that the Registrar, inspectors, investigators, and other officers exercising statutory and regulatory duties require independent decision-making and, for that purpose, the RHRA agrees that the Board and the Chair shall not interfere with the independent exercise of these statutory functions but reserves the right to review how those functions are carried out, consistent with its duty to supervise the management of the business affairs of the RHRA and ensure it is consistent with the RHRA’s statutory mandate and objects. In addition, the RO and the Minister shall not interfere with the independent exercise of these statutory functions.
10. CORPORATE REPORTING
- The RHRA shall develop and provide the Minister with a three-year strategic plan for the RHRA. The Minister and the RHRA shall develop a process for consultation and approval with the Minister and this process, once developed shall be attached as Schedule “I”. The RHRA shall make the strategic plan available for public inspection including posting on the RHRA’s website.
- The RHRA shall provide the Minister each year, not later than three months before the end of its financial year, with a business plan for the forthcoming year (as will be set out in Schedule “I”) in a format acceptable to the Minister. The Minister will have at least three months to review and comment on the business plan, after approval of the Board, but prior to publication. The RHRA shall make the business plan available for public inspection including posting on the RHRA’s website.
- Notwithstanding subsection 10 (2) of this MOU, within six (6) months of its first Board meeting the Interim Board shall provide the Minister with an initial business plan for fiscal year 2011/12.
- Schedule “I” shall be approved by the RHRA no later than January 1, 2012.
- The RHRA shall provide to the Minister each year, not later than three (3) months after the end of its financial year, with an annual report about its activities and financial affairs, including audited financial statements with note disclosures (as set out in Schedule “I”) in a format acceptable to the Minister. The RHRA shall provide the Minister with at least two months to review and comment on the annual report, after approval of the Board, but prior to publication. The RHRA shall make the annual report available for public inspection, including posting on the RHRA’s website, on the day specified by the Minister or three (3) months after the day the RHRA gave the report to the Minister, if the Minister has not already specified an earlier date.
- The RHRA’s business plan shall set out the means by which the RHRA shall ensure compliance with section 110 of the Act, and the RHRA’s annual report shall account for how this was done.
- The RHRA’s business plan shall set out the means by which complaints related to the administration of the RHRA are responded to and resolved and the RHRA’s annual report shall account for how these complaints were responded to and resolved. This subsection shall not apply to complaints about Retirement Homes handled by the CRO, including complaints made pursuant to sections 81 to 89 of the Act.
- The RHRA shall conduct an effectiveness survey of its stakeholders at least once every three (3) years. The effectiveness survey of its stakeholders shall be facilitated by an independent third party. The results of the survey produced by the third party shall be shared with the Ministry and a summary posted to the RHRA’s website.
- The RHRA shall develop performance measures acceptable to the Minister regarding the administration of the RHRA, such performance measures to be on a quarterly basis each year commencing for the quarter ended June 30, 2012. These measures will be based on a stable set of performance metrics that will reflect the regulated sector and enable a year to year comparison. When a year-to-year comparison is not possible because of a change in performance metrics, the RHRA shall provide the Ministry with sufficient information to make a comparison. The RHRA and Minister will agree upon when reporting begins of such performance measures, but it shall be no later than the second quarter ended September 30, 2012. The agreed-upon performance measures shall be set out in Schedule “I”.
The RHRA shall appoint auditors in compliance with the Corporations Act, R.S.O. 1990, c. C.38.
12. FINANCIAL ARRANGEMENTS
- The RHRA acknowledges that fines imposed by a court under the Act further to proceedings taken by the RHRA under the Provincial Offences Act, R.S.O. 1990, Chapter P. 33, as amended, cannot be collected or retained by the RHRA.
Administrative Penalties and Emergency Fund
- The RHRA shall impose and handle administrative penalties in accordance with the Act and shall administer the Retirement Homes Regulatory Authority Emergency Fund in accordance with the Act as regulations thereunder relating to the Emergency Fund. The Emergency Fund shall be held in a Canadian financial institution.
- Within five (5) months of its first Interim Board meeting, the RHRA shall develop fees, costs or other charges related to its duties, roles and responsibilities under the Act, in accordance with the process and criteria to be approved by the Minister, and once developed shall be set out in Schedule “J”. The RHRA shall ensure that, collectively, the charges and other fees are set so as to meet the anticipated costs of the RHRA to administer and enforce the Act.
- Pursuant to subsection 21 (2) of the Act, the RHRA shall not set or charge a fee for making a complaint to the Registrar as described in subsection 83 (1) of the Act.
- The RHRA agrees to pay to the Minister such amounts to be set out in Schedule “K” on a timely basis and on the terms to be set out in “Schedule K”. Schedule K shall be developed and approved by the parties no later than January 1, 2012.
- Per diem and partial per diem payments to the Interim Board shall be made according to the applicable remuneration Order-in-Council.
- The Interim Board shall, no later than January 1, 2012, establish a remuneration policy for the Board. Board members appointed by the Lieutenant Governor in Council shall be paid by the RHRA in an amount and on a basis that is equivalent to all other members of the Board. Where such Board members are employed by the Crown, including as a public servant pursuant to the Public Service of Ontario Act, 2006, those Board members shall not receive any remuneration from the RHRA. The RHRA shall make the remuneration policy available to the Minister for review to ensure it is fair and transparent.
- The RHRA shall make Board salaries public.
13. RECORDS, PRIVACY AND ACCESS
- The RHRA shall, at all times, comply with sections 113 and 114 of the Act.
- Subject to sections 113 and 114 of the Act and the Personal Health Information and Protection Act, 2004 and Schedule “L” of this MOU, which is to be developed and agreed to by the parties, all records obtained, created, or maintained by the RHRA in the course of carrying out its duties are the property of the RHRA and the RHRA is the sole owner and custodian of such records and information and may use them for its legitimate purposes in the administration of the Act.
- Subject to sections 113 and 114 of the Act and regulations made under the Act and the Personal Health Information and Protection Act, 2004, the RHRA shall, within six (6) months of its first Interim Board meeting, develop and thereafter maintain an access and privacy code addressing issues of access to information, protection of personal information, and effective procedural remedies. Upon approval by the Minister, the code, once developed, shall be attached to this MOU as Schedule “L”.
- The RHRA shall at all times maintain adequate insurance, at its own expense, against liability arising out of the RHRA’s carrying out its administration of the Act or its duties under the Act, or this MOU.
- The RHRA shall arrange for the completion and submission of a certificate of liability insurance which shall include a provision requiring the insurer to give prior notice to the Minister in the manner set forth in the policy conditions in the event that the policy is changed or cancelled.
- The RHRA shall take all reasonable steps to protect itself from and against all claims which might arise from the carrying out of its duties under the Act by the RHRA, its officers, employees and agents where bodily injury (including personal injury), death or property damages is caused and for this purpose shall, without restricting the generality of the foregoing, maintain, at its own expense:
- commercial general liability insurance, with insurers having a secure A.M. Best rating of B+ or greater and subject to limits of not less than twenty-five (25) million dollars inclusive per occurrence of bodily injury, (including personal injury), death and damage to property including loss of the use thereof, and automobile liability insurance (owned and non-owned or hired units); and
- Directors and Officer Liability Insurance.
- The commercial general liability insurance shall include the Crown as an additional insured, but only in respect of and during the performance of the RHRA of its administration of the Act or this MOU. In addition, the policy of liability shall contain a cross-liability clause or endorsement.
- The RHRA shall, at the Minister’s request, provide the Minister with certificates of insurance or other proof that confirms the insurance coverage provided for in section 14 of the MOU.
- In the event that the Minister imposes an obligation on the RHRA by way of legislative or regulatory amendments or otherwise, which gives rise to exposure to liability on the part of the RHRA for which the RHRA cannot reasonably obtain appropriate liability insurance, the RHRA shall provide immediate notice to the Minister in writing of the uninsured risk and the RHRA and the Minister shall identify appropriate measures to resolve the issue to the satisfaction of both parties.
15. INDEMNITY AND RELEASE
- The RHRA shall indemnify the Crown in respect of damages and costs incurred by the Crown as a result of any act or omission of the RHRA, a director or officer of the RHRA, an inspector or any other person employed, retained or appointed by the RHRA.
- The indemnification in subsection 15 (1) survives termination of this MOU for the maximum period permitted by law or contract and the RHRA shall be required to have insurance and/or bonding for this purpose and shall provide the Minister with proof of same.
- The RHRA agrees that the Crown is not liable for any losses, bodily or personal injury or property damage of any nature whatsoever that may be suffered or sustained by the RHRA, its directors, appointees, officers, employees or agents related to, occasioned by, or in any way attributable to the RHRA’s carrying out the administration of the Act or its duties under the Act, or this MOU and the Act, unless the loss, injury, or damage is caused by the negligence or the wilful misconduct of a Crown employee while acting within the scope or his/her employment.
- In any proceedings, including inquests, related to the Act in which the Crown is a party, either as a result of any alleged act or omission of the RHRA in its administration of the Act or otherwise, the Crown Law Office – Civil will represent the Crown unless the Ministry of the Attorney General agrees otherwise. The RHRA shall be responsible for all costs of the litigation and for the payment of any settlement costs agreed to and payable by it and any damages awarded against it, as a result of any act, omission or fault of the RHRA, subject to order of the court or agreement of the parties otherwise.
- In any proceedings, including inquests, not related to the RHRA’s administration of the Act, in which the Crown is a party, arising from or in any way connected with any activity undertaken by, or alleged act or omission of the RHRA, the Crown Law Office – Civil will represent the Crown unless the Ministry of the Attorney General agrees otherwise. The RHRA shall be responsible for all costs of the proceedings or litigation and for the payment of any settlement costs agreed to and payable by it and any damages awarded against it.
- The RHRA shall have authority to and may carry out all prosecutions related to the Act on behalf of and in the name of the Crown, all in accordance with, pursuant to and in furtherance of the obligations of the RHRA, hereunder and under the Act, to administer the Act.
- The Minister or the Crown shall keep the RHRA informed, in a timely manner, of any litigation by or against the Crown or in which the Crown is an interested party that may affect the interests of the RHRA.
- The RHRA shall keep the Minister or the Crown informed, in a timely manner, of any litigation by or against the RHRA or in which the RHRA is an interested party that may affect the interests of the Minister or the Crown.
This agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
18. ENTIRE AGREEMENT
The Minister and the RHRA agree that this MOU and any schedules and appendices hereto, as amended from time to time form the entire MOU between the parties and supersede any prior understanding or agreement, collateral, oral or otherwise, existing between the parties at the date of the execution of this MOU.
19. PUBLIC DOCUMENT
The parties agree that this MOU, including the schedules and appendices hereto, and any amendments, shall be made available to the public by either party upon request to that party by any member of the public and that each party will post the MOU, schedules and any amendments to that party’s website within 30 days of the date of execution.
20. TERM OF AGREEMENT
- This MOU comes into effect on the date of execution of this MOU by both parties and continues until such time as this MOU is replaced.
- Despite subsection 20 (1), if a new Chair or Minister takes office before this MOU expires, the Minister and Chair must affirm by letter that the MOU will continue in force without a review; or alternatively, they may agree to revise it.
- The parties may amend the MOU by way of written mutual agreement. The MOU continues to bind both parties until any amendments have been agreed to by both parties and an amending or replacement MOU had been executed by both parties.
- The parties shall conduct a review of the MOU on or before every five (5) years from the date it came into effect. Despite the foregoing, either party may initiate a review of the MOU when advisable in the public interest upon giving notice to the other.