MEMORANDUM OF UNDERSTANDING

MEMORANDUM OF UNDERSTANDING March 2015 Memorandum of Understanding Between The Minister of Economic Development, Employment and Infrastructure And The Chair on behalf of the Ontario Infrastructure and Lands Corporation 1 Page

CONTENTS 1.0 Purpose... 3 2.0 Definitions... 3 3.0 Agency Legal Authority and Mandate... 5 3.1 Legislative Authority... 5 3.2 Mandate... 5 3.2.4 Realty Program... 6 3.2.5 Infrastructure Projects... 7 3.2.6 Loan Program... 8 3.2.7 Other Services and Projects... 8 3.2.8 Others... 9 4.0 Crown Agent Status... 9 5.0 Agency Classification... 10 6.0 Guiding Principles... 10 6.1 General Principles... 10 6.2 Principles Regarding Operating Relationships... 10 7.0 Accountability Relationships... 12 7.1 Minister... 12 7.2 Deputy Minister... 13 7.3 Board of Directors... 13 7.4 Agency Chair... 13 7.5 Agency Chief Executive Officer... 13 8.0 Conflict of Interest... 14 9.0 Roles and Responsibilities... 14 9.1 Minister... 14 9.2 Deputy Minister... 16 9.3 Board of Directors... 18 9.4 Chair... 20 9.5 Agency Chief Executive Officer... 21 10.0 Reporting Requirements... 23 10.1 General... 23 10.2 Business Plan... 24 10.3 Annual Report... 25 10.4 Other Reports... 25 11.0 Communications... 26 1 Page

12.0 Administrative Arrangements... 27 12.1 Applicable Directives and Polices... 27 12.2 Administrative and Organizational Structure... 27 12.3 Freedom of Information and Protection of Privacy... 28 12.4 Records Management... 28 12.5 Service Standards... 29 12.6 Risk Management... 29 12.7 Board Governance... 29 13.0 Financial Arrangements... 29 13.1 General... 29 13.2 Treasury, Credit and Cash Management... 30 13.3 Financial Reports... 31 13.4 Taxation Status: Harmonized Sales Tax (HST)... 31 14.0 Audit and Review Arrangements... 32 15.0 Effective Date and Duration and Periodic Review of the MOU... 32 15.1 Effective Date of MOU... 32 15.2 Periodic Reviews... 33 16.0 Signatures... 34 Appendix A: List of Directives Applicable to Ontario Infrastructure and Lands Corporation... 35 Appendix B: Special Projects Protocol... 36 Appendix C: Designated Senior Public Body Positions... 37 2 Page

1.0 Purpose 1.1 The purpose of this Memorandum of Understanding (MOU) is to: i. clarify the roles and responsibilities of the Minister, the Deputy Minister, and the Chair, the Board and the Chief Executive Officer of the Agency; ii. set out the expectations for the operational, administrative, financial, auditing and reporting arrangements between the Ontario Infrastructure and Lands Corporation and the Ministry of Economic Development, Employment and Infrastructure as required for an operational enterprise agency by the Management Board of Cabinet Agencies and Appointments Directive or any new Management Board of Cabinet directive that specifically applies to Provincial Agencies, and; iii. this MOU should be read together with the Ontario Infrastructure and Lands Corporation Act, 2011, the Ministry of Infrastructure Act, 2011, and all applicable Government directives (Appendix A), directions, policies and standards. 1.2 This MOU does not affect, modify or limit the powers of the Agency as set out in the Ontario Infrastructure and Lands Corporation Act, 2011, or interfere with the responsibilities of any of its parties as established by law. In the event of any conflict between this MOU and any law set out in the accountability framework between the Minister of Economic Development, Employment and Infrastructure and the Chair of the Ontario Infrastructure and Lands Corporation, the law prevails. 2.0 Definitions In this MOU: a. AAD means the Management Board of Cabinet Agencies and Appointments Directive b. Agency means Ontario Infrastructure and Lands Corporation c. Appointee means a director or other member appointed to the Agency by the Minister or by the Lieutenant Governor in Council, but does not mean an individual appointed by the Agency as staff d. Board means the board of directors of the Ontario Infrastructure and Lands Corporation e. BPS means broader public sector 3 Page

f. CEO means the Chief Executive Officer of the Agency g. Chair means the Chair of the Board of Directors of the Agency h. Client Ministries means the ministries that are users of public works that are under the control of the Minister of Economic Development, Employment and Infrastructure i. Deputy Minister means the Deputy Minister of the Ministry of Economic Development, Employment and Infrastructure or its successor ministry j. Executive Management means the senior executive employees of the Agency k. FAA means the Financial Administration Act l. Government means the Government of Ontario m. GREP means General Real Estate Portfolio n. MBC means Management Board of Cabinet o. MOI Act means the Ministry of Infrastructure Act, 2011 as amended from time to time p. Minister means the Minister of Economic Development, Employment and Infrastructure or such other Minister who is assigned responsibility for the Agency q. Ministry means Ministry of Economic Development, Employment and Infrastructure, or its successor r. MEDEI means Ministry of Economic Development, Employment and Infrastructure s. MOF means Ministry of Finance, or its successor t. MOU means this Memorandum of Understanding between the Minister and the Agency, as may be amended from time to time u. OILCA means the Ontario Infrastructure and Lands Corporation Act, 2011, as amended from time to time v. PSOA means Public Service of Ontario Act, 2006 as amended from time to time w. Public Works means public works as such a term is defined in the MOI Act 4 Page

x. Sponsoring Ministry means a ministry that requests the Agency to provide advice or service for matters and projects that are not public works under the control of MEDEI y. TB/MBC means Treasury Board/Management Board of Cabinet z. TBS Treasury Board Secretariat 3.0 Agency s Legal Authority and Mandate 3.1 Legislative Authority 3.1.1 The Agency is a corporation without share capital. 3.1.2 The legislative authority of this Agency is set out in the OILCA. 3.1.3 The Agency has the capacity, rights, powers and privileges of a natural person for carrying out its objects, subject to the limitations imposed on the Agency under the OILCA. 3.2 Mandate 3.2.1 The OILCA provides the following mandate for the Agency under subsection 4(1) of the OILCA and restricts the business and affairs of the Agency accordingly as specified in the objects of the Agency. Pursuant to a direction under subsection 4(3) of the OILCA the Minister may also give written direction to limit the scope of the objects set out in subsection 4(1) of the OILCA and replicated below: i. To provide financing for infrastructure purposes prescribed under clause 36 (1) (a) to municipalities and to eligible public organizations described in subsection (2). ii. iii. iv. To provide the Minister with advice and services, including project management, contract management and development, related to public works for which the Minister is responsible. To provide the Government with advice and services, including project management, contract management and development, related to public works for which the Minister is not responsible, when directed to do so in writing by the Minister. To provide financial management for public works managed by the Ministry or by a Crown agency for which the Minister is responsible. v. To carry out the powers, duties and functions delegated by the Minister to 5 Page

the Corporation under the Ministry of Infrastructure Act, 2011. vi. vii. viii. ix. To provide advice and services related to real property to public sector organizations prescribed under clause 36 (1) (b) for purposes prescribed under clause 36 (1) (c), when directed to do so in writing by the Minister. To provide advice and services to the Minister or other members of the Executive Council, on financial, strategic or other matters involving the Government, when directed to do so in writing by the Minister. To implement or assist in the implementation of transactions involving the Government, when directed to do so in writing by the Minister. To provide advice and services, including project management and contract management services related to infrastructure projects in Ontario that are not public works, when directed to do so in writing by the Minister. 3.2.2 Pursuant to paragraph 10 of subsection 4(1) of the OILCA, the Agency may also engage in such other related activities as may be set out by regulation issued by the Lieutenant Governor in Council. 3.2.3 In providing its services to Client Ministries and agencies, the Agency shall promote quality customer service and standards, and compliance by those client ministries/agencies with the Government s and the Ministry s directives, policies and standards concerning public works and infrastructure projects. 3.2.4 Realty and Accommodation Program i. As the Ministry s designated agent and provider of realty and accommodation services, the Agency shall provide these services to Client Ministries and agencies that are users of public works under the responsibility of the Minister. ii. iii. iv. The Agency will provide real estate management services and real estate project services and is the manager of the public works that fall under the responsibility of the Minister, GREP, supporting the implementation of Government programs and policies through realty activities consistent with the Government s and the Ministry s directives, policies and standards concerning public works. The Agency is responsible for the financial management of the public works that are the responsibility of the Minister, the GREP. The services provided by the Agency to the Ministry shall include the provision of expert real estate services and advice from a Governmentwide perspective in a professional, accurate, consistent and timely manner. 6 Page

v. Subject to the requirement of subsection 9(4) of the MOI Act to obtain the approval of the Lieutenant Governor in Council to dispose of an interest in real property, the limitation provisions in the OILCA, any delegation of authority from the Minister to the Agency and any directions that may be provided by the Minister from time to time, the Agency shall have authority to manage the public works that are under the control of the Minister, including land use planning, space utilization, real estate management, acquisition and disposal of realty assets, project and contract management. vi. The Agency shall carry out its activities in a manner consistent with the best business practices and standards of the real estate industry and comparable public/private entities. 3.2.5 Infrastructure Projects i. The Agency will provide advice and services, including project management, contract management and development, involving or related to infrastructure projects and public works that are the responsibility of the Minister. When the Agency wishes to undertake such work using nontraditional procurement and funding approaches the Agency must first be directed to do so in writing by the Minister. ii. iii. iv. The Agency will provide project management and contract management services related to infrastructure projects involving or related to public works for which the Minister is not responsible, when directed to do so in writing by the Minister. The Agency will provide project management and contract management services related to infrastructure projects in Ontario which do not involve or relate to public works only when directed to do so in writing by the Minister. In connection with the Government s annual budget planning process, the Agency may work with the Ministry to advise on procurement methods for infrastructure projects involving or related to public works, however, opportunities for designating prospective infrastructure projects in Ontario that do not involve or relate to public works are to be carried out by the Agency only when directed to so in writing by the Minister. v. The Agency will ensure that projects are implemented and delivered in a cost-effective and timely manner. vi. The Agency shall, in relation to all infrastructure projects it manages and/or advice it provides, be subject to the following fundamental principles set out in the Government's Building a Better Tomorrow framework: 7 Page

3.2.6 Loan Program a. The public interest is paramount in the Government's infrastructure renewal plan; b. Value for money must be demonstrated for all public infrastructure investments; c. Appropriate public control and ownership of public assets must be preserved; d. Accountability must be maintained; and e. All processes must be fair, transparent and efficient. i. The Agency will provide financing for infrastructure purposes to municipalities and to eligible public organizations in accordance with the OILCA. ii. iii. iv. The Agency will provide financing to municipalities and eligible public organizations on a cost recovery basis, and conduct the technical and credit review of loan applications with consultation with relevant partner ministries. The Agency will keep the Minister updated on all such activities. The Agency will manage approved loans. The Agency will notify the Ministry on approved loans that are at risk of default and keep the Minister updated on activities related to these loans. Before executing a notice of default, the Agency will consult with the Ministry. In the event that a loan recipient is in default, the Agency will act in accordance with the OILCA and other applicable laws. 3.2.7 Other Services and Projects When directed to do so by the Minister in writing, the Agency will implement or assist in the implementation of transactions involving the Government, and do so on a full cost recovery basis when so directed. i. When directed to do so by the Minister in writing, the Agency will provide financial, strategic or other advice in respect of projects or project implementation procedures for Crown assets or interests. This advice may include advisory and other services to municipalities, ministries and other public sector entities. The objective of these services is to share best practices and support capacity in other sectors, and do so on a full cost recovery basis when so directed. ii. When directed to do so by the Minister in writing, the Agency will provide realty advice and services related to public works that are not under the 8 Page

responsibility of the Minister, and do so on a full cost recovery basis when so directed by the Minister. iii. iv. The Agency may provide advice and services related to real property to those public sector organizations prescribed under the OILCA for the purposes prescribed under the OILCA on a full cost recovery basis when directed to do so in writing by the Minister and will keep the Minister updated on all such activities. In fulfilling the role outlined in subsection 3.2.7, the Agency will pursue results that optimize the public interest and such other interests or objectives identified by the Minister in his or her direction. 3.2.8 Others v. The Agency will ensure that these services and projects fit within the Government's overall priorities, and will identify the implications and resource requirements to the Ministry if these services and projects affect the Agency s ability to deliver on the Ministry s realty program and the core infrastructure projects which it has been directed to carry out. i. In addition to its specific responsibilities in relation to public works, infrastructure projects, real estate management, and the other services and projects that the Agency has been directed to provide in writing by the Minister, the Agency shall: a. Work with ministries, agencies, other levels of government and the private sector to the extent necessary to ensure its mandate is carried out. b. Promote the Government s infrastructure plan, profile projects and provide communications support to the Ministry for the roll-out of these projects. c. Ensure the proper use of public funds by ensuring value for money, fairness, transparency and effective controllership. d. Promote the adoption of the principles of the Building a Better Tomorrow framework for infrastructure projects across the broader public sector. ii The Agency may pursue the mandate outlined in 3.2.8 (i) on its own or in collaboration with other publicly-funded organizations, subject to the Minister agreeing to such collaboration. 9 Page

4.0 Crown Agent Status 4.1 As set out in section 3 of OILCA, the Agency is, for all its purposes, a Crown agent, except as follows: i. The Agency may declare in writing in an agreement, security or instrument that it is not acting as a Crown agent for the purposes of the agreement, security or instrument. ii. If the Agency makes a declaration in accordance with subsection (i), the Agency shall be deemed not to be a Crown agent for the purposes of the agreement, security or instrument and the Crown is not liable for any liability or obligation of the Agency under the agreement, security or instrument. 5.0 Agency Classification 5.1 The Agency is classified as an Operational Enterprise Agency in accordance with the AAD and as listed on the Public Appointments Secretariat website. 6.0 Guiding Principles 6.1 General Principles The parties agree to the following principles: 6.1.1 The Minister represents the interests of the people of Ontario and may set out public interest expectations for the Agency. 6.1.2 The Minister acknowledges that the Agency exercises powers and performs duties in accordance with its mandate. 6.1.3 The Minister acknowledges that the Agency plays a meaningful role in the implementation of the policies and programs of the Government, including developing, reviewing and providing business cases and advice to assist in the delivery of programs. 6.1.4 The Agency acknowledges that good governance, accountability and transparency are fundamental principles to be observed in the management, administration and operations of the Agency and in so doing will bring significant and potentially contentious matters that can reasonably be expected to concern the Government and Ministry to the Minister s attention expeditiously. 10 Page

6.1.5 As an agency of the Crown, the Agency conducts itself according to the management principles of the Government. These principles include ethical behaviour, prudent, efficient, and lawful use of public resources; fairness; high quality service to the public; and openness and transparency to the extent allowed under law. 6.1.6 The Agency and the Ministry agree to work to avoid duplication of services wherever possible. 6.2 Principles regarding Operating Relationships 6.2.1 Subject to any applicable legislative constraints, including those contained in the OILCA, the Agency operates independently from the Ministry in its day-to-day operations. 6.2.2 The parties to this MOU recognize that the Agency's business and operations must comply with its governing legislation and directives including the OILCA, the MOI Act, any applicable directives (Appendix A), the Minister s delegation of authority, the Minister's written directions and the Government's and the Ministry's applicable policies and standards, and program plans as communicated in writing by the Minister or delegate. 6.2.3 The Agency, through the Chair, acknowledges that it is accountable to the Government in the exercise of its mandate. 6.2.4 The Minister is responsible for the development of Government policies and initiatives related to infrastructure, real property, and accommodation. The staff of the Ministry will consult with the staff of the Agency when and as appropriate, in advance of developing or amending such policies. 6.2.5 The Agency is responsible for the development of internal operational policies and initiatives relating to its mandate as expressed under OILCA and section 3.2 of this MOU. The Agency s internal operational policies will adhere to those directives and policies specifically identified as applying to an Operational Enterprise agency, and to the Agency as expressed by TB/MBC. The Agency s internal operations policies and procedures will also adhere to the Government s and the Ministry s directives, policies and standards concerning public works and infrastructure projects. 6.2.6 The Agency shall comply with all applicable laws and regulations by which it is bound, including but not limited to the Environmental Assessment Act, Planning Act, Financial Administration Act, French Language Services Act, Accessibility for Ontarians with Disabilities Act, 2005, Ontario Heritage Act, Emergency Management and Civil Protection Act, and the Environmental Bill of Rights, 1993 and give due consideration of the environment in all of its practices. 11 Page

6.2.7 Realty and Accommodation Program i. The Agency and the Ministry will ensure that the terms and conditions as set out in the Enterprise Realty Service Agreement (ERSA) which reflects the realty services mandate as noted herein and clarifies the roles relationships, mutual expectations and accountability mechanisms between the Ministry and the Agency are adhered to. ii. iii. The Agency will revise existing or establish service agreements with Client Ministries and the agencies to which it provides realty and accommodation services. The service agreements will set out the services, service levels, standards and fees for the provision of realty and accommodation services and are to be consistent with the ERSA. The Agency shall perform duties and responsibilities related to Ontario Public Service emergency management and security programs, including: a. provide initial damage assessment and estimates on provincially-owned and/or occupied buildings and facilities; b. co-ordinate re-location of ministry offices and acquisition of new office space when necessary during an emergency, and; c. provide engineering/architectural contract and administrative support to emergency construction projects. iv. The Agency will enter into a project governance framework and project implementation plans with the Ministry for enterprise wide realty and accommodations projects and initiatives. 6.2.8 The Agency will provide short-term and long-term financing to municipalities, universities, and other eligible public organizations in accordance with the OILCA while managing the risk of the loan portfolio to minimize fiscal impact to the province. 6.2.9 The Agency will enter into memoranda of understandings, project charters and project implementation plans as applicable, with Client Ministries, Sponsoring Ministries, and other clients for infrastructure projects, or other projects and services. 6.2.10 Appendix B outlines the current protocol to deal with infrastructure projects and services upon request by sponsoring ministries ( Special Projects Protocol ). It is acknowledged that the Agency and any sponsoring ministry are required to comply with the Special Projects Protocol and any future amendments thereto. 12 Page

7.0 Accountability Relationships 7.1 Minister 7.1.1 The Minister is accountable to Cabinet and the Legislative Assembly for: i. reporting and responding to the Legislative Assembly on the affairs of the Agency; ii. attesting, reporting and responding to TB/MBC on the Agency s performance and compliance with the government s applicable directives and operational policies; iii. the performance of the Agency and its compliance with the government s operational policies and broad policy directions; and iv. receiving the Agency s annual report and tabling it in the Legislative Assembly. 7.2 Deputy Minister 7.2.1 The Deputy Minister is accountable to the Secretary of Cabinet and to the Minister for the performance of the Ministry in providing administrative and organizational support to the Agency and for carrying out the roles and responsibilities assigned to the Deputy Minister by the Minister, applicable TB/MBC, MEDEI and FAA directives/policies and this MOU. 7.3 Board of Directors 7.3.1 The Board is accountable to the Minister, through the Chair, for the: i. oversight and governance of the agency, setting goals, objectives and strategic direction of the Agency within its mandate, and for carrying out the roles and responsibilities assigned or delegated to it pursuant to this MOU or any delegation of authority signed by the Minister, and applicable TB/MBC and FAA directives; ii. providing oversight on the affairs of the Agency so as to fulfill its mandate and objects in accordance with its approved business plan, and within the parameters of the OILCA, or any delegation of authority signed by the Minister, and any policies of MEDEI or written directions from the Minister and this MOU; iii. approving operational policies to ensure that the Agency uses public funds with integrity and honesty and to ensure value for money, fairness, transparency and effective controllership, and; iv. upholding the interests of the Agency and the Crown through their conduct as directors. 7.4 Agency Chair 7.4.1 The Chair of the Agency is accountable to the Minister for: 13 Page

i. the strategic leadership, overall direction and performance of the Agency in fulfilling its mandate and for carrying out the roles and responsibilities assigned or delegated to the Chair pursuant to this MOU or any delegation/assignment instrument signed by the Minister, and applicable TB/MBC and FAA directives; ii. undertaking through the Board that public funds are used with integrity and honesty and that the Agency operates within the approved funding in the fulfillment of its mandate; iii. ensuring timely communications and keeping the Minister informed of issues or events that affect, or can reasonably be expected to affect the Minister in the exercise of the Minister s responsibilities; and iv. providing a letter to the Minister confirming the Agency s compliance with applicable statutes, regulations, directives, and accounting and financial policies, 7.5 Agency Chief Executive Officer 7.5.1 The CEO of the Agency is accountable to the Board through the Chair for: i. the strategic direction and management of the Agency, the supervision of the Agency s operations and staff, and carrying out the roles and responsibilities assigned by the Board, the OILCA and this MOU; ii. ensuring timely communications and keeping the Board informed of issues or events that affect, or can reasonably be expected to affect the Minister in the exercise of the Minister s responsibilities; iii. providing an attestation to the Chair that the Agency is in compliance with mandatory requirements, to support the Chair s mandatory communication on compliance to the Ministry as specified in 7.4.1 (iv); and, iv. ensuring public posting of the Agency s approved governance documents as required by the AAD. 8.0 Conflict of Interest 8.1 As Agency employees are "public servants" under the Public Service of Ontario Act, 2006 (PSOA), they are governed by PSOA s ethical framework on conflict of interest, political activity, and protected disclosure of wrongdoing provisions. 8.2 The conflict of interest rules applicable to the Ministry under O.Reg. 381/07 apply to the Agency unless the Conflict of Interest Commissioner has approved and published separate rules for the Agency under section 59 of the PSOA. Such rules must, at a minimum, establish a degree of ethical conduct that is equivalent to the degree of ethical conduct established for ministries, having regard to the powers, duties and functions of the Agency. 8.3 All Agency employees and the Directors of the Agency Board shall comply with the Conflict of Interest rules applicable to the Agency. 14 Page

8.4 For the purposes of the application of the rules in under O.Reg. 381/07 made under the PSOA, the designated senior positions for the Agency are the positions listed in Appendix D to this MOU. 9.0 Roles and Responsibilities 9.1 Minister The Minister is responsible for the administration of OILCA, and is responsible for: 9.1.1 Reporting and responding to the Legislative Assembly on the affairs of the Agency, including tabling the annual report of the Agency; 9.1.2 Attesting, reporting and responding to TB/MBC on the Agency s performance and compliance with applicable laws, regulations, TB/MBC directives, and the Government s operational policies and policy directions; 9.1.3 Recommending to the Lieutenant Governor in Council the appointment or reappointment of the Chair and the members of the Board; 9.1.4 Recommending to the Lieutenant Governor in Council the hiring or dismissal of the CEO of the Agency; and approving upon hiring, the specific remuneration of the CEO, including the base salary range, benefits and incentive payment range subject to any OPS/BPS salary limitations or caps as may be required at the time; 9.1.5 Approving by-laws of the Agency with respect to borrowing, investing, and managing financial risks. These by-laws must be approved by the Minister and the Minister of Finance; 9.1.6 Determining the need for a review of the Agency s mandate and structure, and where required, recommending to TB/MBC any merger, change to the Agency s mandate and powers, or dissolution of the Agency; 9.1.7 Consulting the Chair as appropriate, when significant new directions and/or proposed changes to legislation/regulations and related policies regarding the realty program, infrastructure and other projects and the loan program which may affect the mandate of the Agency are being considered. Any proposed amendments to legislation/regulations and related policies, including Government directives for public works as approved by TB/MBC will be brought forward to the Agency for information and implementation; 9.1.8 Apprising the Agency of the Government s current priorities and broad policy directions for the Agency; 15 Page

9.1.9 Establishing policies for real property and accommodation matters pursuant to the Government s directives for public works approved by TB/MBC; 9.1.10 Infrastructure and other Projects and Services: i. Providing written direction to the Agency, with the approval of Cabinet as required, with respect to infrastructure projects and other projects and services based on the Government's multi-year capital plan and/or other policy or fiscal decisions, including the form for each project; and ii. Liaising as necessary with client or sponsoring ministries with respect to infrastructure and other project contracts, and to seeking approvals to commit infrastructure and other project funds where necessary. 9.1.11 Issuing policies and directives in writing to the Agency from time to time, regarding matters relating to the Agency s exercise of its powers and duties, pursuant to subsection 15(1) of OILCA, and regarding the responsibilities and powers delegated to the Agency pursuant to the delegation of authority under subsections 19(2) and 19(3) the MOI Act; 9.1.12 Issuing directions limiting the scope of objects set out for the Agency pursuant to subsection 4(3) of the OILCA, and issuing letters of direction to the Agency outlining the activities the Agency should undertake pursuant to subsection 4(1) of the OILCA; 9.1.13 Providing the Agency an annual letter of direction, outlining for the Agency the key projects and initiatives to be carried out that are related to its mandate as defined by OILCA and this MOU, the expectations and the outcomes the Agency is to accomplish in the fiscal year; 9.1.14 Recommending to TB/MBC the amount of the funding to be provided to the Agency for Agency operations, if any; 9.1.15 Recommending to TB/MBC the amount of the funding to be provided by the Ministry for the operations of GREP, and the net revenue with respect to proceeds to be earned and/or cost savings to be achieved from the disposition of real property, in accordance with the Government s fiscal allocation processes such as the Government s annual budget planning process; 9.1.16 Reviewing and approving the Agency s business plan on an annual basis; 9.1.17 Directing the Agency to provide such updates, reports, contracts, analyses or any other information that the Minister deems appropriate or expedient; 9.1.18 Directing periodic reviews and/or audits of the Agency if and as required; 16 Page

9.1.19 Developing and reviewing from time to time the Agency s MOU and recommending it to TB/MBC for approval where required; and 9.1.20 Delegating, where appropriate, to Ministry staff any of the responsibilities of the Minister in this MOU, and advising the Agency of any such delegation. 9.2 Deputy Minister The Deputy Minister is responsible for: 9.2.1 Providing the Minister with advice and assistance in fulfilling assigned ministerial responsibilities with respect to the Agency; 9.2.2 Advising the Minister on the requirements of the AAD and other directives that apply to the Agency; 9.2.3 Receiving, reviewing and analyzing reports, plans and submissions required by this MOU or the AAD for an operational enterprise agency, for submission to TB/MBC or other central agencies or as requested by the Minister, and providing advice to the Minister regarding implications or actions to be taken; 9.2.4 Undertaking an assessment or mandate review of the Agency, as required by the AAD or as requested by the Minister, as to whether the Agency is fulfilling its mandate as set out in OILCA, this MOU and the applicable directives and policies, and advising the Minister of the results; 9.2.5 Undertaking timely risk-based reviews of the Agency, its management or operations, as may be directed by the Minister or TB/MBC; 9.2.6 Attesting to TB/MBC as required, to the Agency s compliance with the mandatory accountability requirements set out in the AAD; 9.2.7 Ensuring that the Ministry and the Agency have the capacity and systems in place for on-going risk-based management, including appropriate oversight of the Agency, and submitting to the Minister a risk assessment and management plan for the Agency for each risk category as part of mandatory reports required by the AAD and the Government s annual budget \planning process; 9.2.8 Supporting the Minister in reviewing the performance targets, measures and results of the Agency, and advising the Minister on documents submitted by the Agency to the Minister for review or approval; 9.2.9 Monitoring the Agency on behalf of the Minister while respecting the Agency's authority, identifying needs for corrective action where warranted, and 17 Page

recommending to the Minister ways of resolving any issues that might arise from time to time; 9.2.10 Consulting with the Agency s CEO, as needed, on matters of mutual importance including services provided by the ministry and compliance with TB/MBC directives and Ministry policies; 9.2.11 Informing the Agency, in writing, of such policies of the Government that apply to the Agency in accordance with the AAD, and of new Government directives and any exceptions to or exemptions in whole or in part from TB/MBC directives or Ministry administrative policies; 9.2.12 Developing and reviewing from time to time as required with the CEO an Enterprise Realty Services Agreement as referred to in this MOU; 9.2.13 When required, submitting a report to TB/MBC or the Secretary of Management Board of Cabinet, as appropriate, on the wind-down of the Agency (immediately following the disposition of any assets), the completion of any outstanding responsibilities by the Agency, and the termination of any appointments; 9.2.14 Meeting with the CEO at least once a month and maintaining a regular liaison as needed with the Chair and the CEO to discuss matters of mutual importance 9.2.15 Facilitating regular briefings and consultations between the Minister and the Chair and between Ministry officials and the Agency management and staff; and 9.2.16 Negotiating an MOU with the Chair of the Agency as directed by the Minister. 9.3 Board of Directors The Board is responsible for: 9.3.1 Overseeing the affairs of the Agency so as to fulfill its mandate and responsibilities as set out in OILCA, this MOU, the Agency s by-laws, the annual corporate objectives, the business plan approved by the Minister, and the policy directions/parameters established and communicated in writing by the Minister; 9.3.2 Approving the goals, objectives, strategic directions and internal operational policies for the Agency, consistent with its objects and within its mandate as defined by OILCA, Government policies as appropriate, this MOU and any policy directions/parameters established and communicated in writing by the Minister, including the annual letter of direction from the Minister; 9.3.3 Ensuring that the Agency is in compliance with applicable TB/MBC directives; 18 Page

9.3.4 Establishing such committees of the Board as may be required to exercise some or all of the Board s authority and responsibilities and as may be required to advise the Board on effective management, governance or accountability procedures for the Agency; 9.3.5 Establishing by-laws governing the operations of the Agency, subject to the approval of the Minister and the Minister of Finance, if required; 9.3.6 Approving the MOU on behalf of the Agency in a timely manner and authorizing the Chair to sign it on behalf of the Agency; 9.3.7 Approving the Agency s reports and reviews that may be requested by the Minister from time to time for submission to the Minister within agreed upon timelines; 9.3.8 Directing the development of an effective performance measurement system, including establishing measures, targets, and management systems for monitoring and assessing the Agency s performance; 9.3.9 Establishing an employment contract with the CEO upon hiring, including but not limited to the specific remuneration of the CEO, that is, the base salary, benefits and incentives, subject to the approval of the Minister. For this purpose, the Board will consult with the Minister within thirty (30) days of the Board considering and recommending the CEO s employment contract; 9.3.10 Overseeing the provision of realty advice and services related to the public works under the control of the Minister, to the Ministry and to client ministries/agencies in accordance with the Government s and Ministry s directives, policies and standards concerning public works; 9.3.11 Giving advice to the Minister through the Chair concerning the affairs of the Agency and seeking policy direction from the Government as required; 9.3.13 Approving the issuance of Requests for Proposals for specified infrastructure projects, e.g. Alternative Finance Projects; 9.3.14 Approving principles and frameworks for decisions to negotiate a contract with a preferred vendor resulting from a tendering process; 9.3.15 Approving advisory services procurement contracts (e.g., finance, legal) subject to the terms of the Agency's procurement policy and the Agency s Delegations of Authorities; 9.3.16 Providing advice to the Minister as appropriate regarding the implementation of particular transactions and overseeing the implementation of transactions that the Agency has been directed to carry out in writing by the Minister; 19 Page

9.3.17 Subject to the OILCA, approving the Agency's borrowing program; 9.3.18 Subject to OILCA, approving policies that govern the Agency s loan program, including the overall value of the Agency's loan portfolio, and managing the risk of the loan portfolio to minimize fiscal impact to the Province; 9.3.19 Approving corporate objectives for the Agency; 9.3.20 Reviewing and approving the Agency s annual business plan and budget in accordance with letters of direction from the Minister; and other plans/reports as set out this MOU, for submission to the Minister within the timelines agreed upon with the Ministry or as set out in this MOU; 9.3.21 Making decisions consistent with the Agency s annual business plan and ensuring that the Agency operates within its budget, ensuring that the Agency uses public funds prudently and only for the business of the Agency based on the principle of value for money, and in compliance with applicable legislation and TB/MBC directives; 9.3.22 Approving the Agency s Annual Report and audited annual financial statements for submission to the Minister for tabling in the Legislative Assembly within the timelines established by the OILCA and the AAD; 9.3.23 Establishing the annual performance measures (individual objectives) for the CEO in consultation with the CEO; 9.3.24 Ensuring that the Agency has an appropriate risk management framework and a risk management plan in place for managing risks that the Agency may encounter in meeting its program or service delivery objectives, and arranging for risk-based reviews and audits of the Agency as needed; and 9.3.25 Ensuring co-operation and sharing of any relevant information with respect to any periodic operational review, risk-based review and/or financial audits as directed by the Minister or TB/MBC. 9.4 Chair The Chair is responsible to the Minister for: 9.4.1 Seeking Government policy direction/parameters from the Minister on issues for which the Agency is responsible, and apprising Board members accordingly; 9.4.2 Ensuring the implementation of actions that support the goals, objectives, and strategic direction of the Agency; 20 Page

9.4.3 Providing direction for the agendas, minutes and operations of the Board and chairing Board meetings so that the Board fulfills its legal and governance obligations and functions effectively; 9.4.4 Reviewing and approving claims for per diems and expenses of Board members in accordance with the Travel, Meals and Hospitality Expenses Directive; 9.4.5 Ensuring that Board members are informed of their responsibilities under the Agency Code of Conduct; 9.4.6 Submitting the Agency s annual business plan and budget, Annual Report and financial statements, to the Minister in accordance with the time lines specified in the applicable TB/MBC and FAA directives, and this MOU; 9.4.7 Consulting with the Minister regarding the Agency s business plan, including both the annual corporate objectives for the realty program and the Minister s priorities as outlined in letters of direction prior to final approval by the Board; 9.4.8 Monitoring the performance of the Agency, ensuring that the Agency carries out the key initiatives related to its mandate as defined by OILCA and this MOU, meets the expectations and accomplishes the outcomes outlined in the annual Letter of Direction from the Minister, and operates within its approved budget allocation in fulfilling its mandate; 9.4.9 Ensuring timely communications with the Minister regarding any issues or events that may concern, or are reasonably expected to concern the Minister in the exercise of his/her responsibilities relating to the Agency, to ensure that significant and contentious matters are brought to the Minister s attention expeditiously; 9.4.10 Reporting to the Minister, as requested, on the Agency s activities within agreed upon timelines; 9.4.11 Cooperating with any review or audit of the Agency directed by the Minister or TB/MBC; and 9.4.12 Developing with the Minister a MOU for the Agency and executing the MOU on behalf of the Agency once it has been approved by TB/MBC (when required) and by the Board. 9.5 Agency Chief Executive Officer The CEO is responsible for: 21 Page

9.5.1 Providing strategic and operational leadership and management to the Agency staff, including financial resources management by applying policies and procedures so that public funds are used with integrity and honesty; 9.5.2 Managing the day-to-day operations of the Agency and assigning those authorities/responsibilities to the Agency s employees for its day-to-day operations in accordance with the mandate of the Agency, TB/MBC and Ministry s directives and policies, accepted business and financial practices, and this MOU; 9.5.3 Ensuring that appropriate management processes and systems are in place for the effective administration of the Agency; 9.5.4 Ensuring adherence to and compliance with the Freedom of Information and Protection of Privacy Act (FIPPA); as the defined head for the purposes of FIPPA; 9.5.5 Ensuring that the Agency has the capacity and an effective management oversight framework in place to monitor its management and operations; 9.5.6 Ensuring that the Agency has an appropriate risk management framework and risk management plan in place; and undertaking timely risk-based reviews of the Agency s management and operations; 9.5.7 Preparing annually for Board approval, the Agency s business plan, budget, and the corporate objectives for the Agency s programs in accordance with the Letter of Direction from the Minister; annual report, quarterly/annual financial statements/reports for the Agency, and other plans/reports as set out in this MOU; 9.5.8 Preparing, for the Board s review and information and the Minister s approval, the annual budget and quarterly/annual financial statements/reports for GREP; 9.5.9 Establishing operational plans and activities to implement the goals, objectives and strategic directions in accordance with the Agency s business plan approved by the Minister; 9.5.10 Establishing and applying a financial management framework in accordance with applicable FAA controllership directives, policies and guidelines to support decision-making, and establishing systems to enable the Agency to operate within the approved business plan and corporate objectives; 9.5.11 Carrying out in-year monitoring of the Agency s operational and financial performance, ensuring that the Agency carries out the initiatives related to its mandate as defined by OILCA and this MOU, meets the expectations and accomplishes the outcomes outlined in the annual letters of direction from the 22 Page

Minister, and operates within its approved budget in fulfilling its mandate; and reporting the performance to the Board on a quarterly and annual basis; 9.5.12 Supporting the Chair and Board in meeting its responsibilities; 9.5.13 Providing recommendations to the Chair for the agendas of Board meetings, ensuring that material for Board and Board committee consideration is prepared in a clear and timely manner consistent with any requirements of the Chair, overseeing preparation of minutes for review by the Chair, and supporting the operations of the Board to enable the Board to fulfill its legal and governance obligations and function effectively; 9.5.14 Advising the Chair on the requirements of and compliance with the AAD as well as other TB/MBC and FAA directives and policies, and Agency by-laws and policies; 9.5.15 Keeping the Ministry and the Chair advised on issues or events that may concern the Minister, the Deputy Minister and the Chair in the exercise of their responsibilities; 9.5.16 Consulting with the Deputy Minister as needed, on matters of mutual importance, including services provided by the Ministry, and on TB/MBC and FAA directives and Ministry policies; 9.5.17 Preparing, for Board approval, and implementing a performance management review system for all employees of the Agency; 9.5.18 Establishing the specific remuneration of each employee of Executive Management within the approved salary ranges, and assessing the performance of each employee of Executive Management for the purposes of merit and incentives; 9.5.19 Ensuring that the Agency s employees uphold and adhere to the principles of openness, transparency and accountability, and provide information to the Ministry in a professional, accurate, consistent and timely manner; 9.5.20 Ensuring that the Agency s employees are knowledgeable of and adhere to the Agency s policies and procedures that incorporate all Government policies, procedures, guidelines and directives which apply to an operational enterprise agency; 9.5.21 Seeking the approval of the Minister/ Deputy Minister/ Ministry delegate, as appropriate, prior to acquiring for the use of the Government any interest in real property in accordance with the Delegation of Authority signed by the Minister; 23 Page

9.5.22 Ensuring liaison with other levels of government, and other persons, who are affected directly or indirectly by decisions of the Agency, and establishing working relationships with other provincial ministries and agencies to ensure a consistent approach to policy interpretation and project implementation; and 9.5.23 Leading the implementation of alternative financing and procurement infrastructure projects and other services and projects that the Agency has been directed in writing to do by the Minister, in coordination with the respective program ministries in accordance with the Special Projects Protocol (Appendix B) and with the appropriate MEDEI staff responsible for Agency oversight. 10.0 Reporting Requirements 10.1 General 10.1.1 The Chair and the CEO shall provide timely information and advice to the Minister concerning all issues that arise from the business of the Agency and that require the attention of the Minister or that may affect the Minister s responsibilities for the Agency. 10.1.2 The CEO shall provide timely information and advice to the Deputy Minister concerning significant matters affecting program operations related to the Agency s mandate and this MOU. 10.1.3 The Agency shall notify the Ministry in an expeditious manner of any significant, serious or repeated breaches of, or non-compliance with, applicable statutes or regulations in respect to public works under the control of the Minister, particularly those breaches or non-compliance that pose a threat or harm to the health and safety of persons, wildlife or the environment. Where such situations arise, the Agency shall take the necessary action to immediately rectify the situation to avoid, prevent or mitigate any such threat or harm. 10.1.4 Where public works under the control of the Minister are operated by Client Ministries/agencies occupying those public works, the Agency will establish the requisite monitoring and reporting systems and procedures in order to ensure that the Agency and the Minister are adequately assured of legislative and regulatory compliance, and properly advised of any breaches or non-compliance by the Client Ministries/agencies. 10.1.5 The CEO will report to the Ministry on the performance of the projects and contracts under its management and on the uptake and quality of its infrastructure loans on a regular basis in a manner satisfactory to the Ministry. This reporting must demonstrate whether the Agency is fulfilling its legislative mandate and satisfying any other direction given by the Minister. In particular, the CEO should indicate the on time and on budget performance of projects and 24 Page