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Home My WebLink AboutCSD-20-006 - KW4 – Ontario Health Team – Collaborative Decision-Making AgreementREPORT TO: Finance and Corporate ServicesCommittee th DATE OF MEETING: December 7, 2020 SUBMITTED BY: Dan Chapman, CAO, 519-741-2200 x7350 PREPARED BY: LoriAnnPalubeski, Manager, Program & Resource Services, 519-741- 2200 x7623 WARD (S) INVOLVED: All rd DATE OF REPORT:November 23, 2020 REPORT NO.: CSD-20-006 SUBJECT: KW4 – Ontario Health Team – Collaborative Decision Making Agreement ___________________________________________________________________________ RECOMMENDATION: That the Mayor and Clerk sign the Collaborative Decision-MakingAgreement (“CDMA”) as attached to report CSD-20-006,subject to the satisfaction of the City Solicitor; and, That the City of Kitchener become “Strategic Members” of the KW4-OHT as outlined in Schedule B of the Collaborative Decision-MakingAgreement as attached to report CSD- 20-006; and further, That the required KW4-OHT funding contribution of $25,000 per year to be allocated in 2020 and 2021, totaling $50,000, be approved. BACKGROUND: th The People’s Health Care Act, 2019 received Royal Assent on April 18, 2019. The legislation requiresthe establishment of local Ontario Health Teams which connect health care providers and services to patients and familiesand integrate multipleexisting provincial agencies into a single health agency – Ontario Health. At a high level, the act required the centralization of the health system while at the same time empowering local health service providers (HSP’s) to partner in service delivery. This was to be accomplished through the creation of Ontario Health which centralizedthe function of many organizationsand regional offices with theeventual goal of the creation of 30 to 50 Ontario Health Teams. Ontario Health Teams (OHT’s) provide coordinated services and patient navigation while engaging a broad range of sectors including primary care, hospitals, home and community care/services, palliative care, residential long-term care and mental health and addiction services. OHT’s are geographically defined and are designated by the Ministry(s) of Health and of Long-Term Care. *** This information is available in accessible formats upon request. *** Please call 519-741-2345 or TTY 1-866-969-9994for assistance. 1 - 1 Additionally, the People’s Health Care Act (2019) resulted in the amalgamation of theLocal Health Integration Networks (LHIN) and several other health agencies. In response, many organizations, sectors and stakeholders in our region came together in April 2019 to begin planning for the implementation of this legislation. Subsequently, avast collaborativeplanning body submitted an Ontario Health Team applicationto the Ontario government in October 2020 as the KW4-OHT (Kitchener, Waterloo, Wellesley, Wilmot, Woolwich Ontario Health Team). The Province of Ontario announced the approval of the KW4- th OHT designation on November 18, 2020. REPORT: In 2019, the Ontario government,through the Ministry of Health, introduced a new model of health care designed to enable patients, families, communities, providersand system leaders to work better together, to innovate and to build on proven successes of Ontario’s health care system. The goal of this model is to provide, better and more connected care across the provincethrough the development of 30 to 50 “Ontario Health Teams” (OHT). The Ontario Health Team model allows providers to deliver better, faster, coordinated and patient-centred care to achieveimproved community health outcomeswhere no person is left behind. At maturity, OHTsstrive to: - Provide a full and coordinated continuum of care for a definedpopulation within a geographicregion, - Offer patients24/7 access to coordinationof care and system navigationservices and work to ensure patients experience seamless transition through their care journey, - Improveperformanceacross a range of outcomeslinkedtothe “Quadruple Aim” (better patient health, populationhealth, better provider experiencesand reduced costs), - Be measured and report against a standardizedperformanceframework, - Operate with a single clear accountabilityframework, - Be funded through an integrated funding envelope, - Reinvest into front line care, and, - Take a digitalfirst approach. Since April2019, local community organizations, stakeholders, health care system providers and advocates have come together to co-design an innovative and progressive model of care that reflectsthe unique geography and diversity of our community. With the leadership of our Transformation Leadand the commitment of just over 30 organizations and partners, the KW4- OHT enthusiasticallysubmittedanOntario Health Team application in October 2020and subsequently was approved in November 2020. An example of some of the organizations who have agreed to participate in the KW4-OHT include; City of Waterloo, Grand River Hospital, St. Mary’s Hospital, House of Friendship, Hospice of Waterloo Region, Community Support Connections, The Working Centre, etc. “Acommunity where everyone thrives, and no one is left behind” is the Community Aspiration for Wellbeing Waterloo Region.The KW4-OHT has adopted this visionas it strives to achieve improved health outcomesfor patients, their families and users of our health care system. 1 - 2 Through collaborativeplanning and the development of strong community focused relationships, the KW4-OHT is well positioned to respond to our current global pandemic but also to the development of a better patient focused health care system for our residents. The KW4-OHT has identified that the focus for year one will be for residentswho are at high/rising risk and whom require care across a continuumof services.As such, the following priorities for year one are: - COVID-19 Preparednessand Response - Homeless and PrecariouslyHoused - Frail Elderly (focus on long term care and preventing admissions) - Refugee health and wellness There are currently three categoriesof membership within the CollaborativeDecision-Making Agreement: 1.Partner Member 2.Strategic Member 3.Affiliate Member It is proposed that municipalitiesand academic institutionsalign with the Strategic Member category as they share the OHT vision but have an overallmandate that is not specifically in the delivery of health care and wellnessservices. Strategicmembers are requiredto make an annual resource contribution and will participate actively in the work of the OHT. Strategic members supportthe quadrupleaim,theobjectives of the OHT and will serve as community ambassadors.The Chief AdministrativeOfficer (and or designate) will serve as the Corporation’s Strategic Member representative. To facilitate this direction, all members are required to sign the Collaborative Decision-Making Agreement. This Agreement enables organizations to demonstrate support and to actively participate in the advancement of the KW4-OHT. Rationale for Kitchener’s Participation in the KW4-OHT: The City of Kitchener, both operationally and strategically, has a vested interestin the health outcomes of our residents. While our mandate and role in the health care sector space is minimal, our resource investments support the creation of safe and thriving neighbourhoods, resident connectednessand belonging and the provision of recreational, leisure and social opportunities – all of which positively impact community health and wellness. As we work with other levels of governmentand community organizations inresponding to some of the gaps in supports for ourvulnerable citizens, strategic membership in the OHT provides greater leverage and stronger relationships in accomplishing this. Currently, the City of Kitchener delivers programs and supports to at risk seniors and their caregivers with the support of funding from Ontario Health. Such programs (e.g. day programs, telephone reassurance calls and dementia friendly recreation programs) provide respite to families, decrease the occurrenceof admissionsto long-term care and hospitaland allow 1 - 3 residents to age in place. From a prevention perspective, Kitchener has an important strategic role to play. Strategic membership in the OHT also supports the vision ofAge Friendly Kitchener – a community where residents can “Age Well and Live Well”. As many community stakeholders and organizationscome together to collaborate and plan for the future of ourlocal health care system, it is an opportunity for Kitchener to help shape community healthoutcome priorities and to highlight the needs and trends specific to Kitchener residents. Theopportunity to restructure our health care system while working collaboratively with community organizations will ultimately enable our communities to deliver coordinated and quality health care now and in the future. ALIGNMENT WITH CITY OF KITCHENER STRATEGIC PLAN: The recommendation of this report supports the achievement of the city’s strategic vision through the delivery of core service. FINANCIAL IMPLICATIONS: The KW4 OHT has requested start-up funding from the two municipalpartners (Waterloo and Kitchener) in the amount of $25,000 from each cityin both 2020 and 2021. The most appropriate existing funding source would be from within the Program & Resources Services budget within the Community Services department, as this is the area that provides inclusion, seniors and accessibility services on behalf of the city, including programs delivered with funding from Ontario Health. These budgets are underspent in 2020 due to savings associated with COVID closures and program cancellations and are anticipated to again be underspent in 2021. Staff will come forward as part of the 2022 budget deliberation process to outline the ongoing funding request from the KW4 OHT. COMMUNITY ENGAGEMENT: INFORM – This report has been posted to the City’s website with the agenda in advance of the council / committee meeting. PREVIOUS CONSIDERATION OF THIS MATTER: th October 7, 2019,KW4-OHT Presentation to Council by Dr. Joseph Lee. ACKNOWLEDGED BY: DAN CHAPMAN, CAO 1 - 4 Kitchener, Waterloo, Wellesley, Wilmot and Woolwich (KW4) Ontario Health Team Collaborative Decision-Making Agreement 49640644.6 1 - 5 Table of Contents Article 1 - Definitions..................................................................................................................... 2 Article 2 - Purpose Of This CDMA ................................................................................................ 3 Article 3 - OHT Central Brand....................................................................................................... 4 Article 4 - Vision, Values And Guiding Principles ........................................................................ 4 Article 5 - Members........................................................................................................................ 5 Article 6 - Steering Committee....................................................................................................... 8 Article 7 – Subcommittees And Working Groups .......................................................................... 9 Article 8 - Role of Patients/Clients, Families And Caregivers....................................................... 9 Article 9 - Role Of Clinician Care Including Primary Care ........................................................... 9 Article 10 - OHT Funding And Fund Holding Organization......................................................... 9 Article 11 - Communication And Engagement ............................................................................ 11 Article 12 – Projects and Performance Measures ......................................................................... 12 Article 13 – Representations, Warranties And Covenants............................................................ 12 Article 14 - Information Sharing, Transparency, Privacy And Confidentiality ........................... 13 Article 15 – Intellectual Property .................................................................................................. 14 Article 16 - Indemnity ................................................................................................................... 14 Article 17 - Dispute Resolution .................................................................................................... 15 Article 18 - Term, Termination, Withdrawal And Expulsion ....................................................... 15 Article 19 - General ...................................................................................................................... 16 Schedule A –KW4 OHTMembers Schedule B – Member Enrollment Form Schedule C - KW4 Design Framework, Supporting My Health And Wellness Journey In KW4 And KW4 Patient Declaration Of Values Schedule D– Standards Of Behaviour Schedule E – Steering Committee Terms Of Reference Schedule F – OHT Funding Principles Schedule G – Partner Member Resource Contribution Schedule H – Fund Holding Organization Evaluation Criteria Schedule I – Fund Holding Organization Terms Schedule J – Process For Implementation of Projects Schedule K – Process For Expulsion Schedule L – Dispute Resolution 1 - 6 - 2 - COLLABORATIVE DECISION-MAKING AGREEMENT th THIS AGREEMENT is made on the 30 day of November, 2020. AMONG: THE MEMBERS LISTED IN SCHEDULE A each of which has submitted a Member Enrollment Form in the form of Schedule B (each a “Member” and collectively, the “Members”) WHEREAS under the Connecting Care Act, 2019the Minister of Health may designate Ontario Health Teams which will at maturity be clinically and fiscally accountable for delivering a full and coordinated continuum of care to an attributed population in the province; AND WHEREAS the Members intend to be designatedby the Minister of Health as an Ontario Health Team and have made an Application to the Ministryto establish the Kitchener, Waterloo, Wellesley, Wilmot and Woolwich (KW4) Ontario Health Team; AND WHEREAS the Ministry of Health is making implementation funding available to approved Ontario Health Teams subject to satisfaction of certain conditions; AND WHEREAS the Ministry of Health has introduced guidance and requirements for collaborative decision-making arrangements for Ontario Health Teams which must be satisfied in order to be eligible to receive such funding; NOW THEREFORE the Members are entering into this Collaborative Decision-Making Agreement (referred to herein as the “CDMA”) to set out their mutual understanding and establish a framework for implementation and operation of the KW4 OHT as follows: ARTICLE 1 - DEFINITIONS Definitions In this CDMA: (a)“Affiliate Member”has the meaning ascribed to it in section 5.3; (b)“Applicable Laws” means all applicable laws, statutes, regulations, orders, rules, policies or guidelines of any governmental authority that are applicable to the Members or any one of them, as may be amended, repealed or replaced from time to time; (c)“Attributed Population” means the attributed population of the KW4 OHT at maturity, as identified by the Ministry; (d)“Business Day” has the meaning ascribed to it in section 19.2(a); (e)“CDMA” means this Collaborative Decision-Making Agreement, and includes all schedules, as amended from time to time; (f)“Community Council” has the meaning ascribed to it in section 8.2; 49640644.6 1 - 7 - 3 - (g)“Confidential Information” has the meaning ascribed to it in section 14.4(a); (h)“Effective Date” means November 30, 2020; (i)“Fund Holding Organization” has the meaning ascribed to it in section 10.3(a); (j)“Implementation Funding” means implementation funding made available to the KW4 OHT by the Ministry; (k)“Intellectual Property” means all patents, industrial designs, trade-marks, trade- names, copyright, trade secrets, technologies, designs, specifications, drawings, know-how and all other intellectual and proprietary property, as recognized by any jurisdiction and whether registered or not; (l)“KW4 OHT” has the meaning ascribed to it in section 3.1; (m)“KW4 OHTBrand” has the meaning ascribed to it in section 3.2; (n)“KW4 OHT Brand Guidelines” has the meaning ascribed to it in section 3.3; (o)“Members” means the Partner Members, Affiliate Members and Strategic Members who are signatories to this CDMA, and “Member” means any one of them; (p)“Member Governing Authority” means the Board of Directors, Municipal Council or other governing authority of a Member; (q)“Minister” means the Minister of Health; (r)“Ministry” means the Ministry of Health; (s)“OHT” means Ontario Health Team; (t)“PCC” has the meaning ascribed to it in section 9.1; (u)“Partner Member” has the meaning ascribed to it in section 5.1(c); (v)“Partner Member Resource Contribution” has the meaning ascribed to it in section 10.2(a); (w)“Project” has the meaning ascribed to it in section 12.1; (x)“Project Agreement” means the terms of participation for a proposed Project; (y)“Shared Objective” has the meaning ascribed to it in section 2.1; (z)“Steering Committee” has the meaning ascribed to it in section 2.2(b); (aa)“Strategic Member” has the meaning ascribed to it in section 5.4(a); and (bb)“Strategic Member Resource Contribution” has the meaning ascribed to it in section 10.3(a). ARTICLE 2 - PURPOSE OF THIS CDMA The Members have agreed to work together to achieve the shared objective of providing a continuum of integrated and co-ordinated care and support services to the Attributed Population for the KW4 OHT (the “Shared Objective”). 49640644.6 1 - 8 - 4 - The purpose of this CDMA is to: (a)set out how the Members will work together as the KW4 OHT to achieve the Shared Objective; (b)establish a steering committee (the “Steering Committee”) and other organizational structures to enable the work of Members to achieve the Shared Objective; and (c)set out the rights and obligations of Members. Nothing in this Agreement shall derogate from a Member’s ongoing autonomy of its Member Governing Authority, or its right to safeguard the quality of health services provided by it, or to exercise its respective rights and meet its respective responsibilities under Applicable Laws and any government funding agreements. ARTICLE 3 - OHT CENTRAL BRAND The Ontario Health Team shall operate under the name Kitchener, Waterloo, Wellesley, Wilmot and WoolwichOntario Health Team, also referred to as the KW4 OHT (the “KW4 OHT”), subject to receipt of written authorization from the Minister in accordance with the Connecting Care Act, 2019. The KW4 OHT central brand shall consist of the name “Kitchener, Waterloo, Wellesley, Wilmot and WoolwichOntario Health Team” and such associated logo and tagline as may be recommendedby the Steering Committee for approval by the Partner Members and Strategic Members from time to time(the “KW4 OHTBrand”). The SteeringCommittee shall develop and recommend for approval by the Partner Members and Strategic Members the KW4 OHT Brand, brand use protocol, guidelines and standards (the “KW4 OHT Brand Guidelines”) and shall ensure compliance with any Ministry branding guidelines, as applicable. Each Member is granted a license to use the KW4 OHTBrand in accordance with the KW4 OHT Brand Guidelines and shall only represent themselves and their services under the KW4 OHT Brand or otherwise use the KW4 OHT Brand in accordance with the KW4 OHT Brand Guidelines and the terms of this CDMA. ARTICLE 4 - VISION,VALUES AND GUIDING PRINCIPLES The Members agree that they are committed to the vision, values and guiding principles for the KW4 OHT as set out in the: (a)KW4 Design Framework; (b)Supporting My Health and Wellness Journey in KW4; and (c)KW4 Patient Declaration ofValues, all as attached in Schedule C. 49640644.6 1 - 9 - 5 - ARTICLE 5 - MEMBERS Members (a)The Members of the KW4 OHT shall be the Partner Members, the Affiliate Members and the Strategic Members. (b)All Members commit to: (i)the shared vision, values and guiding principles set out in Article 4; (ii)identifying KW4 OHT success as a strategic and/or operational priority; (iii)work with each other to achieve the Shared Objective and to endeavour to eliminate, minimise or mitigate any conflict between the Shared Objective and any of their other contractual and service obligations and relationships; (iv)adhere to the provisions of this CDMA; (v)participate in the collaborative decision-making structures as provided in thisCDMA; (vi)adhere to the Standards of Behaviour set out in Schedule D; and (vii)adhere to conflict of interest requirements to be recommended by the Steering Committee for approval by the Partner Members and Strategic Members. (c)Terms of reference for meetings of the Members shall be developed by the Steering Committee for approval by the Partner Members and Strategic Members. Partner Members (a)“Partner Members” shall be those Members identified in Schedule A who commit to make an annual Partner Member Resource Contribution to the KW4 OHT. (b)Partner Members will be represented at meetings by their Executive Director/CEO or equivalent role. If the Executive Director/CEO or equivalent role cannot participate, another executive with decision making authority may attend the meeting. (c)The Partner Members shall approve the following for the KW4 OHT: (i)any amendments to this CDMA; (ii)annual budget and resource allocations; (iii)annual Partner Member Resource Contributions; (iv)annual Strategic Member Resource Contributions; (v)admission of new Members; (vi)expulsion of Members and change of Member status; (vii)application of non-Member funding; and (viii)deficits, if any. 49640644.6 1 - 10 - 6 - Decisions shall be made by consensus of those Partner Members present, or where consensus cannot be reached, by two thirds (2/3) of the Partner Members present at a duly called meeting for such purpose. For clarity, meetings of the Partner Members may proceed with the Partner Members present and there shall not be a quorum required for such meetings. (d)PartnerMembers together with Strategic Members shall approve the following for the KW4 OHT: (i)strategic plan and annual priorities; (ii)priority populations; (iii)KW4 OHT Brand and KW4 OHT Brand Guidelines; (iv)terms of reference for meetings of the Members; (v)terms of reference for the Community Council; (vi)membership of the Steering Committee; (vii)expansion to more patients, services and/or providers; (viii)standards of behaviour; (ix)performance measures; (x)conflict of interest requirements; (xi)Intellectual Property policy; (xii)fundraising initiatives; and (xiii)the Fund Holding Organization. Decisions shall be made by consensus of the Partner Members and Strategic Members present, or where consensus cannot be reached, by two thirds (2/3) of the Partner Members and Strategic Members collectively present at a duly called meeting for such purpose. For clarity, meetings of the Partner Members and Strategic Members may proceed with the Partner Members and Strategic Members present and there shall not be a quorum required for such meetings. (e)The PartnerMembers shall meet together with the Affiliate Members, Strategic Members and the Steering Committee every two to three (2-3) months, or more frequently at the call of the Steering Committee Chair. Affiliate Members (a)“Affiliate Members” shall be those Members identified as Affiliate Members in Schedule A. (b)Affiliate Members shall not be required to make an annual Partner Member Resource Contribution to the KW4 OHT. (c)Affiliate Members shall: (i)support the objectives of the KW4 OHT; 49640644.6 1 - 11 - 7 - (ii)meet together with the PartnerMembers, Strategic Members and the Steering Committee every two to three (2-3) months, or more frequently at the call of the Steering Committee Chair; and (iii)consider Projects to offer services to the KW4 OHT that are part of the Ministry’s vision of an interconnected and seamless care experience for patients. Strategic Members (a)“StrategicMembers” shall be those Members identified as Strategic Members in Schedule A. (b)Municipalities or academic institutions that share the KW4 OHT Vision and whose principle overall mandate is not in the delivery of health and wellness services of the KW4 OHTmay be recommended by the Steering Committee for approval by the Partner Members for admission as Strategic Members. (c)Strategic Members shall be required to make an annualStrategicMember Resource Contribution to the KW4 OHT as jointly agreed withthe Steering Committee and approved by the Partner Membersand will be required to actively participate in the work of the KW4 OHT as mutually agreed. Such participation will include the financial contribution and commitment to join in projects and initiatives of mutual benefit to the Strategic Member and the KW4 OHT. (d)Strategic Members shall: (i)support the objectives of the KW4 OHT; (ii)meet together with the Partner Members, Affiliate Members and the Steering Committee every two to three (2-3) months, or more frequently at the call of the Steering Committee Chair; and (iii)consider Projects to offer services to the KW4 OHT that are part of the Ministry’s vision of an interconnected and seamless care experience for patients. (e)Strategic Members shall jointly with the Partner Members approve matters set out in section 5.2(d). (f)Strategic Members will be represented at meetings by their Executive Director/CEO or equivalent role. If the Executive Director/CEO or equivalent role cannot participate, another executive with decision making authority may attend the meeting. Admission of New Members (a)Following the Effective Date, additional organizations may be admitted as Partner Members upon: (i)satisfaction of the criteria set out in section 5.2(a); (ii)approval of the Partner Members in accordance with section 5.2(b); 49640644.6 1 - 12 - 8 - (iii)execution and delivery to the Steering Committee of the Member Enrollment Form in the form attached as Schedule B agreeing to be bound by the terms of this CDMA. Upon becoming a Partner Member under this CDMA, the Partner Member shall be added to Schedule A. (b)Following the Effective Date, additional organizations may be admitted as Affiliate Members upon: (i)approval of the Partner Members in accordance with section 5.2(b); and (ii)execution and delivery to the Steering Committee of the Member Enrollment Form in the form attached as Schedule B agreeing to be bound by the terms of this CDMA. Upon becoming an Affiliate Member under this CDMA, the Affiliate Member shall be added to Schedule A. (c)Following the Effective Date, additional organizations may be admitted as Strategic Members upon: (i)recommendation of the Steering Committee and approval of the Partner Members; (ii)execution and delivery to the Steering Committee of the Member Enrollment Form in the form attached as Schedule B agreeing to be bound by the terms of this CDMA; and (iii)committing to make a resource contribution as agreed with the Steering Committee and approved by the Partner Members. Upon becoming a Strategic Member under this CDMA, the Strategic Member shall be added to Schedule A. ARTICLE 6 - STEERING COMMITTEE Steering Committee (a)The Steering Committee is established under this CDMA as theKW4 OHT oversight body making recommendations and decisions in relation to the KW4 OHT in accordance with this CDMA. (b)The composition, mandate and processes of the Steering Committee shall be as set out in Schedule E. (c)The Steering Committee has no authority to make a decision binding on a Member except as specifically set out in this CDMA and in Schedule E. (d)The Steering Committee will not duplicate or replace any Member’s governance or operational decision-making. The purpose of the Steering Committee is toact as a steering committee to enable strategic decisions and facilitate the implementation of collaborations and other initiatives in an efficient manner to achieve the Shared Objective. Roles and Duties of Steering Committee Members 49640644.6 1 - 13 - 9 - (a)The role of the Steering Committee members is to provide a system-wide and strategic view of matters considered by the Steering Committee. (b)Steering Committee members are expected to bring their knowledge and experience from their service, occupation or specialization. ARTICLE 7 – SUBCOMMITTEES AND WORKING GROUPS Subcommittees and Working Groups The Steering Committee shall have the following subcommittees and working groups which shall be composed and operate in accordance with terms of reference established by the Steering Committee: (a)Operations Committee; (b)Data, Performance, Quality and Continuous Improvement Working Group; (c)OHT Support Working Group; and (d)such other subcommittees or working groups as may be established by the Steering Committee from time to time. ARTICLE 8 - ROLE OF PATIENTS/CLIENTS, FAMILIES AND CAREGIVERS For the purposes of this CDMA, the term Patients/Clients, Families and Caregivers is broadly defined to include all those who seek or receive care or services or support those seeking or receiving care or services from Members. The Steering Committee shall establish a Community Council (the “Community Council”) comprising Patients/Clients, Families and Caregivers with terms of reference developed by the Steering Committee for approval by the Partner Members. Representation from the Community Council will be included in the Steering Committee as provided in Schedule E and in the working groups and subcommittees of the Steering Committee as appropriate. ARTICLE 9 - ROLE OF CLINICIAN CARE INCLUDING PRIMARY CARE The Partner Members and Strategic Members will recognize the established KW4 Primary Care Council (“PCC”), and support the establishment of other clinician councils, which will provide input and recommendationsto the Steering Committee and appropriate subcommittees and working groupson matters before the Steering Committee, subcommittees and working groups on request from time to time. ARTICLE 10 - OHT FUNDING AND FUND HOLDING ORGANIZATION OHT Funding Principles 49640644.6 1 - 14 - 10 - (a)The Partner Members agree to the OHT funding principles as set out in Schedule F. Partner Member Resource Contribution (a)The Partner Members agree to make an annual resource contribution to the KW4 OHT in accordance with Schedule G (the “Partner Member Resource Contribution”). Strategic Member Resource Contribution (a)The Strategic Members agree to make an annual resource contribution as jointly agreed by each Strategic Member with the Steering Committee and approved by the Partner Members (the “StrategicMember Resource Contribution”). Fund Holding Organization (a)A Partner Member shall be designated as the fund holding organization (the “Fund Holding Organization”) on approval of the Partner Membersand Strategic Members following receipt of: (i)recommendation from the Steering Committee for the Partner Member to serve as the Fund Holding Organization; and (ii)receipt of confirmation of the fund holder conditions set out in section 10.3(d) below. (b)Any Partner Member with interest to serve as the Fund Holding Organization may submit an expression of interest on invitation from the Steering Committee to submit expressions of interest. The Steering Committee shall receive and evaluate expressions of interest for the Fund Holding Organization against the criteria set out in Schedule H. The Steering Committee shall make a recommendation to the Partner Members and Strategic Membersfor approval in accordance with section 10.3(a). (c)The Fund Holding Organization shall on behalf of the KW4 OHTreceive, hold, manage and disburse all funds for the KW4 OHT including: (i)Implementation Funding; (ii)Partner Member Resource Contributions; (iii)Strategic Member Resource Contributions; (iv)funds received from the community through fundraising; and (v)any other sources of funds for the KW4 OHT, in accordance with and subject to the Fund Holding Organization Terms in Schedule I. (d)The Fund Holding Organization’s appointment pursuant to section 10.3(a) above shall be subject to the Steering Committee’s receipt of written confirmation from the Fund Holding Organizationthat it: (i)accepts the appointment; 49640644.6 1 - 15 - 11 - (ii)satisfies the requirements for government funding under the Transfer Payment and Accountability Directive; (iii)agrees to conduct the representation in accordance with the terms of this CDMA and direction received from the Steering Committee from time to time; (iv)has the infrastructure and human resources to fulfill its obligations as the Fund Holding Organization; and (v)agrees to perform its responsibilities as the Fund Holding Organization on an in kind basis accounted as such in the Fund Holding Organization’s annual Partner Member Resource Contribution. (e)The term of appointment of the Fund Holding Organizationshall be five (5) years or such earlier date at which the Fund Holding Organization withdraws or is terminated. (f)The Fund Holding Organization may withdraw from its role as Fund Holding Organization on one hundred and twenty (120) days’ written notice to the Steering Committee. (g)The Fund Holding Organization serves at the pleasure of the Partner Members and Strategic Membersandmay be replaced in its role as Fund Holding Organization by the Partner Members and Strategic Members on one hundred and twenty (120) days’ written notice fromthe Steering Committee. (h)Where the Fund Holding Organization withdraws or is replaced by the Partner Members, they shall on a timely basis appoint a successor Fund Holding Organization appointed in accordance with the terms hereto, and the replaced Fund Holding Organization shall do and take all necessary action to transfer any remaining KW4 OHT funding in its possession and any interests in agreements entered into for the KW4 OHT to its successor Fund Holding Organization appointed by the Partner Membersand Strategic Membersas the Fund Holding Organization of the KW4 OHT. Following the date of withdrawal or replacement of the Fund Holding Organization, they shall remain responsible for all acts or omissions as Fund Holding Organization prior to such date in accordance with the terms hereof. ARTICLE 11 - COMMUNICATION AND ENGAGEMENT Communication and Engagement Strategy (a)The Steering Committee will develop and implement a communication and engagement strategy to ensure timely and relevant information sharing with all stakeholders including Members, Patients/Clients, Families and Caregivers and the community. The strategy must include a plan describing distribution and alignment of key messages, target audiences and communication type and frequency. Member Input and Relaying Information 49640644.6 1 - 16 - 12 - (a)The Steering Committeeis collectively responsible for seeking input from and relaying information to all Members. Member and Stakeholder Engagement (a)A standardized process for engagement with Members and stakeholders will be established By the Steering Committee as part of the communication and engagement plan for the KW4 OHT. Public Notices and Media Releases (a)All notices to third parties and all other publicity concerning this CDMA or the KW4 OHTshall be planned, co-ordinated and approved by the Steering Committee, and no Member shall act unilaterally in this regard without the prior approval of the Members through the Steering Committee, except where required to do so by Applicable Laws or governmental or public authority requirements. The spokespersons for the KW4 OHT shall be such member or members of the Steering Committee as determined by the Steering Committee from time to time. ARTICLE 12 – PROJECTS AND PERFORMANCE MEASURES To fulfill the Shared Objectiveof the Members and in alignment with the priorities and budget of the KW4 OHT, the Members shall enter into collaborations (“Projects”) on specific strategies, initiatives, programs and services, each such Project to be implemented in accordance with Schedule J. Performance measures will be developed by the Steering Committee for approval of the Partner Members and Strategic Membersfor the KW4 OHT. The Steering Committee will establish performance measures for individual Projects. Performance results reported publicly shall be those of the KW4 OHT and not individual Members. Members will be accountable for their outcomes as they relate to the KW4 OHT performance and for which they have been given clear accountability. Processes will be established for monitoring of performance results and implementation of timely corrective action on a no less than monthly basis. ARTICLE 13 – REPRESENTATIONS, WARRANTIES AND COVENANTS Each of the Members represents, warrants and covenants that: (a)it has the full right, power and authority to execute and deliver this CDMAand to perform its obligations under this CDMA, and that such obligations do not and will not conflict with or constitute a breach of any agreement by which it is bound; (b)itis operating in accordance with its constating documents, By-Laws, policies and procedures; (c)it holds all permits, licences, approvals, consents, authorizations, registrations, or certificates that are required to carry on its business as presently conducted by it and the Member is in compliance thereto; 49640644.6 1 - 17 - 13 - (d)it shall notifythe SteeringCommittee of any incidents, occurrences, errors, omissions or claims in relation to any services provided by the Member in relation to a Project and/or under the KW4 OHT Brand of which the Memberdiscovers or of which it becomes aware and in accordance with any risk event reporting policy established by the SteeringCommittee from time to time; (e)it shall provide reporting on matters related to the KW4 OHTas reasonably required by the SteeringCommittee or the Ministry; (f)it shallcomply with all Applicable Laws; and (g)it shall comply with KW4 OHT policies and standards approved from time to time by the Partner Members and Strategic Membersand/or the SteeringCommittee, subject to the authority of its Member Governing Authority. ARTICLE 14 - INFORMATION SHARING, TRANSPARENCY, PRIVACY AND CONFIDENTIALITY Information Sharing (a)Members shall engage in ongoing communications and provide information to each other, and to the Steering Committee and subcommittees and working groups of the Steering Committee to achieve the Shared Objectives. (b)The Executive Directors/CEOs or equivalent role of the Members are responsible to ensure their Member Governing Authorityand staff are regularly updated with respect to OHT plans, initiatives and progress and include participation in the KW4 OHT in their organization’s strategic and/or operational plans. Transparency and Disclosure (a)If a Member becomes aware of an issue that might materially impact its, or another Member’s, ability to perform its obligations under this CDMA or a Project or Project Agreement, they will promptly notify the Steering Committee so that the impact on the Shared Objective can be assessed and mitigated. Privacy (a)Members will share personal health information with one another for the purposes of providing health services, and coordinating its provision, in accordance with Applicable Laws. Members may enter into data sharing agreements as appropriate based on Projects. Confidentiality (a)Members shall not disclose any Confidential Information of other Members to a third party, except: (a) with written consent of the relevant Member; (b) to the extent that disclosure is necessary to meet Applicable Laws or governmental or public authority directives or other requirements; or (c) as permitted under the terms of this CDMA. In this paragraph, “Confidential Information” means information of a Member that by its nature is confidential and proprietary information but does not include information that: 49640644.6 1 - 18 - 14 - (i)was known to or received by the receiving Member before its receipt from the disclosing Member (unless acquired on a confidential basis); (ii)was public knowledge at the time received by the receiving Member or later became public knowledge through no fault of the receiving Member; or (iii)was independently developed by a Member without reference to the Confidential Information previously disclosed by a Member. (b)The Members and members of any subcommittees or working groups of the KW4 OHTestablished under Article 7shall be required to enter into a privacy and confidentiality agreement in respect of the KW4 OHT and its operations. Loss or Compromise of Confidentiality (a)If a Member discovers any loss or compromise of the Confidential Information of another Member, it will notify the Member promptly and cooperate with it to mitigate the loss or compromise. Upon request, each Member shall return or destroy all Confidential Information of the relevant Member that it is not required to retain by Applicable Laws or other requirement. Any loss or compromise of personal health information shall be addressed in accordance with Applicable Laws and any data sharing agreement entered into between and/or among the Members. ARTICLE 15 – INTELLECTUAL PROPERTY OHT Intellectual Property (a)Ownership and interest in and use or disposition ofall Intellectual Property developed or conceived directly or indirectly through or related to the KW4 OHT shall be governed in accordance withan Intellectual Property policyto be developed by the Steering Committeeand approved by the Partner Members and Strategic Members. Member Intellectual Property (a)Any Intellectual Property belonging to a Memberprior to the Effective Dateor developed by the Memberfollowing such date but entirely unrelated to the KW4 OHT, shall belong and will continue to belong to theMember. (b)No Member’stradename or trademark will be used in any materials related to the KW4 OHT without the prior written consent of that Member. ARTICLE 16 - INDEMNITY OHT Member Indemnity (a)Each Member (the “Indemnifying Party”) shall indemnify and hold harmless the other Members, their directors, officers,employees and agents (the "Indemnified Party") from any and all claims, demands, actions, suits, losses, costs, charges, expenses, damages and liabilities whatsoever which theIndemnified Party may pay, sustain, suffer or incur by reason of or in connection with: 49640644.6 1 - 19 - 15 - (i)any failure of the Indemnifying Party, its directors, officers, employees or agents, to comply with the terms of this CDMA or any ProjectAgreement; (ii)negligent acts or omissions of the Indemnifying Party, its directors, officers, employees or agents in connection with this CDMAor any Project Agreement; (iii)the business or activities of the Indemnifying Party in circumstances where the Indemnified Party is joined as a party to the dispute because of the Indemnified Party's participation in the KW4 OHT; and (iv)the Indemnifying Party's breach of its representations, warranties and covenants under this CDMA or any ProjectAgreement. ARTICLE 17- DISPUTE RESOLUTION The Members shall use their best efforts to avoid disputes by clearly articulating expectations, establishing clear lines of communication, and respecting each Member’s interests. However, if a dispute arises, the Members shall follow procedures set out in Schedule L acting in good faith. ARTICLE 18 - TERM, TERMINATION, WITHDRAWAL AND EXPULSION Term (a)This CDMAshall start on the Effective Dateand shall continue unless terminated by the mutual written agreement of at least two thirds (2/3)of the Partner Members and Strategic Members. Review (a)The Members agree that the Steering Committee shall undertake and complete a formal review and evaluation of this CDMAand any ProjectAgreements for the KW4 OHTat each stage of the Ministry Ontario Health Team development process. The Members shall review, restate and re-execute this CDMA with all Members at such time as the Ministry implementsa single funding envelope for the KW4 OHT. Voluntary Withdrawal (a)A Member may withdraw from this CDMA by providing at least ninety (90) days’ notice to the other Members and to the Steering Committee. Change in Member Status or Expulsion (a)A Member’s status under this CDMA may be changed or a Member may be expelled from the KW4 OHT, and thereby cease to be a party to this CDMA. Reasons for change in status or expulsionmay include if the Member is not meeting its commitments under this CDMA or a Project or Project Agreement, no longer agrees to the Shared Objective, or is disruptive to the consensual governing process. A change in status or an expulsion shall only takeplace after following the procedures in Schedule K. 49640644.6 1 - 20 - 16 - Withdrawals/Termination of Project Agreement (a)Unless a Project Agreement provides otherwise: (a) the parties to a Project Agreement may terminate the Project Agreement by mutual written agreement, provided that they give at least ninety (90) days’ notice to the Steering Committee; and (b) a party to a Project Agreement may withdraw from the Project Agreement by giving at least ninety (90) days’ notice to the Steering Committee and the other parties to the Project Agreement. Consequences of Termination, Withdrawal or Expulsion (a)A Member that withdraws or is expelled from this CDMA shall cease to be a party to this CDMA. Termination of, or withdrawal or expulsion from, this CDMA shall not automatically constitute termination of, or withdrawal or expulsion from, any Project or Project Agreement. (b)Withdrawal from or termination of one Project or Project Agreement shall not automatically constitute withdrawal from or termination of this CDMA or any other Project or Project Agreement. (c)A Member that terminates, withdraws from or is expelled from a Project or Project Agreement or this CDMA, shall remain accountable for its obligations, including fees prorated to the date of expulsion, and actions and omissions before the effective date of the withdrawal or expulsion, and shall work with the Steering Committee to develop strategies to reasonably fill any resource or service gaps left by the termination, withdrawal or expulsion. ARTICLE 19 - GENERAL Independent Contractors (a)The relationship between the Members under this CDMA is that of independent contractors. This CDMA is not intended to create a partnership, agency or employment relationship between or among the Members. No Member shall have the power or authority to bind another Member or to assume or create any obligation or responsibility, expressed or implied, on another Member’s behalf or in its name, nor shall it hold itself out to any third party as a partner, agent or employee of another Member. Each Member shall be responsible and liable for its own employees, agents and subcontractors, unless otherwise agreed to in a Project Agreement. Notices (a)Where in this CDMA a Member must give or make any notice or other communication, it shall be in writing and is effective if delivered personally or sent by electronic means addressed to the intended Member at the address set out on the signature pages of this CDMA. Notice or communication shall be deemed received one Business Day after delivery or sending. The address of a Member may be changed by notice as provided in this paragraph. “Business Day” means any working day, Monday to Friday, excluding statutory holidays observed in Ontario. 49640644.6 1 - 21 - 17 - Entire Agreement (a)With respect to its subject matter, this CDMA contains the entire understanding of the Members and supersedes all previous, understandings and agreements, written or oral, between and among the Members respecting the subject matter of this CDMA. Amendment (a)Subject to paragraph 18.6(a), this CDMA may be amended by approval of the Partner Members in accordance with section 5.2(b). If a change in law or a directive from the Minister of Health or other governmental or public authority necessitates a change in the manner of performing this CDMA, the Partner Members shall work cooperatively to amend this CDMA to accommodate the change. A Project Agreement may be amended in accordance with the provisions of the Project Agreement without necessitating a CDMA amendment. Assignment (a)No Member may assign its rights or obligations under this CDMA without the prior written consent of the other Members. This CDMA enures to the benefit of and binds the Members and their respective successors and permitted assigns. No Waiver (a)No waiver of any provision of this CDMA is binding unless it is in writing and signed by the Member entitled to grant the waiver. Severability (a)Each provision of this CDMA is distinct and severable. Any declaration by a court of competent jurisdiction of the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision. Counterparts (a)This CDMA may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement. Delivery of an executed counterpart of this CDMA electronically in legible form shall beequally effective as delivery of a manually executed counterpart of this CDMA. Survival (a)Paragraphs 13.1(d) and 18.6(c)and Articles 14, 15 and 16 of this CDMA and section 3 of Schedule Ishallsurvive a Member’s withdrawal or expulsion from or termination of this CDMA. Governing Law (a)This CDMA is governed by, and interpreted and enforced in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. 49640644.6 1 - 22 - 18 - SCHEDULE A KW4 OHT MEMBERS Partner Member / Name of Organization Affiliate Member/ Address for Notice Strategic Member 49640644.6 1 - 23 - 19 - SCHEDULE B MEMBER ENROLLMENT FORM For good andsufficient consideration (the receipt and sufficiency of which is hereby acknowledged), the undersigned hereby agrees to become a (check one): Partner Member Affiliate Member Strategic Member of the KW4 OHT andparty to the attached Collaborative Decision-Making Agreementwith an Effective Date of November 30, 2020(the “CDMA”), among the parties listed in Schedule A thereto, entitled to all of the rights and subject to all of the liabilities and obligations imposed upon said Partner Members, Affiliate Members, or Strategic Members, as applicable, under the CDMA as if the undersigned were an original signatory to the CDMA. On execution of this Member Enrollment Form, the Member shall be added to Schedule A of the CDMA listing all Members and their addresses for notice as follows: MemberNameAddress for Notice \[Insert legal name of Member\]\[Insert address and email address for notice\] IN WITNESS WHEREOF this Member Enrollment Form has been entered into by the Member on this ____ day of _________________, 20__: ) ) \[INSERT NAME OF ORGANIZATION\] ) ) ) Name: ) Title: ) ) ) ) Name: ) ) Title: ) I/We have the authority to bind 49640644.6 1 - 24 - 20 - SCHEDULE C KW4 DESIGN FRAMEWORK, SUPPORTING MY HEALTH AND WELLNESS JOURNEY IN KW4 AND KW4 PATIENT DECLARATION OF VALUES KW4 OHT In Development Design Framework V 12.0 We exist to support our community’s vision. “A Community where everyone thrives, and no one is left behind” (Wellbeing Waterloo Region’s Community Aspiration) Our team’s purpose: We enable collaborative health care relationships. All people are empowered to achieve health and well being. We Promise: We will be partners. Our team includes patients, families, caregivers and the community in partnership with health and social service providers We will be inclusive. We work with diverse populations and urban and rural communities We will pay attention to the social determinants of health. A focus on thembegins in infancy to prevent illness and promote health We will achieve excellence. We are nimble, courageous and innovative We will value relationships. Our culture is built on empathy and trust We are accountable to the Ministry of Health, through Ontario Health; The Ministry’s Intention for the Ontario Health Team model: Allow providers to deliver better, faster, more coordinated and patient-centred care to achieve improved health outcomes, patient and provider experience and value At maturity, all OHTs will: 1. Provide a full and coordinated continuum of care for a defined population within a geographic region; 2. Offer patients 24/7 access to coordination of care and system navigation services and work to ensure patients experience seamless transitions throughout their care journey; 3. Improve performance across a range of outcomes linked to the ‘Quadruple Aim’: better patient and population health outcomes; better patient, family and caregiver experience; better provider experience; and better value; 4. Be measured and reported against a standardized performance framework aligned to the Quadruple Aim; 5. Operate within a single, clear accountability framework; 6. Be funded through an integrated funding envelope; 49640644.6 1 - 25 - 21 - 7. Reinvest into front line care; and 8. Take a digital first approach, in alignment with provincial digital health policies and standards, including the provision of digital choices for patients to access care and health information and the use of digital tools to communicate and share information among providers. 49640644.6 1 - 26 - 22 - 49640644.6 1 - 27 - 23 - 49640644.6 1 - 28 - 24 - 49640644.6 1 - 29 - 25 - SCHEDULE D STANDARDS OF BEHAVIOUR Members of the KW4 OHTbelieve that we can deliver a better health and wellness system, as defined by the Quadruple Aim, for residents of KW4 by working together. We are relentlessly focused on this in our decision making and we agree to live and uphold the following standards of behaviour within ourselves and throughout our organizations: •We make difficult decisions to improve the health and wellness of our population –We focus on the system, not on our organizations and we rely on data, research, and resident experiences to guide our decisions. •We are trusting –We believe members act with best intentions. We actively listen and we ask questions to clarify. •We are trustworthy –We freely share knowledge whenever we can, we name our biases and we keep our commitments to each other. •We are open to possibilities –We are open to new approaches, value diversity of thought and believe in continuous and ongoing improvements •We speak with one voice –We collectively support decisions made by the KW4 OHT. 49640644.6 1 - 30 - 26 - SCHEDULE E STEERING COMMITTEE TERMS OF REFERENCE Steering Committee – Terms of Reference Capitalized terms used throughout these Terms of Reference have the meaning given to them in the KW4 OHTCDMAto which these Terms of Reference are a Schedule. Mandate The Steering Committee is established under the CDMA as the KW4 OHT oversight body making recommendations and decisions in relation to the KW4 OHT in accordance with this CDMA.The Steering Committee’s roles andresponsibilities includeto: Planning and Priorities 1.recommend KW4 OHT priorities to the Partner Members and Strategic Members for approval; 2.oversee strategic plan development for approval by the Partner Members and Strategic Membersand develop an annual work plan consistent with the strategic plan; 3.identify and measure the priority populations for the KW4 OHT and the impact of decisions on them; 4.recommend the KW4 OHT Brand and KW4 OHT Brand Guidelines to the Partner Membersand Strategic Membersfor approval and ensure compliance with any Ministry branding guidelines; 5.develop and recommend an Intellectual Property policy for approval by the Partner Members and Strategic Members. 6.identify, implement, and oversee Projects and Project Agreements; and 7.undertake and complete a formal review and evaluation of the CDMA and any ProjectAgreements for the KW4 OHTon an annual basis and at each stage of the Ministry Ontario Health Team designation process. Quality and Risk 1.review, collaborate on, and monitor quality standards and performance and quality improvement for the KW4 OHT Projects and initiatives on a monthly basis; 2.develop performance measures for approval by the Partner Members and Strategic Members; 3.identify risk issues and consider risk allocation, mitigation, and corrective actions for KW4 OHT activities; 4.develop a complaints and significant event process for issues that impact more than one Member; 49640644.6 1 - 31 - 27 - 5.develop a risk management process for issues that could negatively impact the KW4 OHT; and 6.review and approve standards for cyber security risk. Resources and Accountability 1.recommend a budget for the KW4 OHT for approval by the Partner Members and report on same to all Members; 2.approve Project budgets as part of the overall KW4 OHT budget; 3.recommend the annual Partner Member Resource Contribution for the KW4 OHT for approval by the Partner Members and report on same to all Members; 4.review the annual Partner Member Resource Contribution model and recommend any changes to the Partner Members; 5.determine annual Strategic Member Resource Contributions jointly with each Strategic Member and recommend to Partner Members for approval; 6.recommend application of funding from non-Members to the budget to reduce in-year Partner Member Resource Contributions for approval by the Partner Members; 7.lead funding advocacy efforts for the KW4 OHT; 8.approve distribution of funds; 9.review and collaborate on financial performance, resource allocation and use, best practice, and innovation; 10.receive reports on and monitor financial performance monthly; 11.provide quarterly financial reports to all Members; 12.recommend the Fund Holding Organization for approval by the Partner Membersand Strategic Members; 13.direct the use of funds by the Fund Holding Organization; 14.receive and review financial results of the KW4 OHT and approved Projects monthly and report to the Members on a quarterly basis; 15.develop clinical and financial accountability standards; 16.facilitate and oversee the developmentof a digital health strategy; and 17.direct the appropriate action to deal with variances from approved budgets and report to the Members on these actions quarterly. Engagement and Reporting 1.establish a Community Council and its terms of reference and recommend for approval by the Partner Members and Strategic Members; 49640644.6 1 - 32 - 28 - 2.ensure key values of openness, transparency and timeliness with respect to information sharing; 3.develop and implement a joint communications strategy, including communication to stakeholders and the community; 4.plan, coordinate and approve all notices to third parties and other publicity concerning the CDMA or the KW4 OHT; 5.develop a standardized process for engagement with Members and stakeholders; 6.seek input from and relay information to all Members; 7.consult with, inform, and provide recommendations to Members on a quarterly basis; and 8.report from time to time to Members on the work of the Steering Committee and any subcommittees and working groups. Governance and Compliance 1.evaluate and identify areas of improvement in the integrated leadership and governance structure of the KW4 OHT on an ongoing basis, including the establishment of a standardized process to identify and admit additional Members to the KW4 OHT; 2.discuss compliance with, and amendments to, these Terms of Reference, the CDMA, or a Project Agreement; 3.facilitate dispute resolution; and 4.ensure compliance with all reporting requirements. Other Perform such other obligations as may be directed by the Partner Members and Strategic Members from time to time. Subcommittees The Steering Committeeshallestablish one or more subcommitteesor working groups in accordance with section 7.1of the CDMA. and Working Groups MembershipThe Steering Committeeshall be comprised of the following voting members: 1.five (5) service providers; 2.two (2)family/client, patient or caregivermembers of the Community Council; and 3.three (3) community leaders not associated with a health sector service provider. Selecting and The Steering Committee is renewed on a three(3)year rotating cycle with a Changing maximum of two (2) three(3)year terms for each member and approximately Membership 49640644.6 1 - 33 - 29 - one third of the committee renewing each year. Initial terms will be 3, 4 and 5 years to set up the rotation. ChairThe Steering Committeeshall have a Chair, who shall be elected from among the members of theSteering Committee members by a majority vote. The Chairshallparticipate in deliberations and decision-making of the Steering Committee. MeetingsMeetings shallbe held at a minimum monthly. Meetings will be held at the call of the Chair. The Chair may determine the meeting procedures. Meetings may be by any available technology. Based on the focus of individual agenda items, there may be times when additional individuals will be invited to participate in meeting discussions. Permission should be sought from the Chair. QuorumMeetings of the Steering Committeemayproceed with the memberspresent and there shall not be a quorum required for meetingsof the Steering Committee. DecisionsApproval of the Steering Committeeshall be by consensus, and where consensus cannot be reached, by two thirds (2/3) of the members of the Steering Committee present at a duly called meeting of the Steering Committee. Consensus means that each member is prepared to support the decision or, if applicable, recommend it to their Member Governing Authority or organization, as the case may be, even if they do not agree with the decision/recommendation. MinutesMeeting minutes will document deliberations and recommendations. Discussion during meetings shall be open, frank, and free-flowing, and while contents of minutes will be sharedwithall Members, they will not include attribution of individual contributions made by Steering Committee members. Information The Steering Committee shall develop a protocol for how information is Sharingshared with Members and their respective Member Governing Authority, the Community Council, the PCC, subcommittees and working groups. The Steering Committee shall meet with the Members every two to three (2- 3) months, or more frequently at the call of the Steering Committee Chair. ConfidentialityThe Steering Committee members shall respect the confidentiality of information received by, and discussions of, the Steering Committee. Steering Committee members shall share information in accordance with the protocol adopted by the Steering Committeefrom time to time. 49640644.6 1 - 34 - 30 - Steering Committee members and all members of subcommittees or working groups shall each sign an acknowledgement confirming their agreement to respect the confidentiality of information received in their capacity as a member of the Steering Committeeor one of its subcommitteesor working groups as applicable and to adhere to these Terms of Reference and any protocols, policiesor procedures adopted by the Steering Committee from time to time. PoliciesThe Steering Committee may adopt policies, protocols, and procedures to support the work of the Steering Committee and its subcommittees and working groups. Review and These Terms of Reference shall be reviewed annually by the Steering AmendmentCommittee and may be amended only with the written agreement of the PartnerMembers. REVIEWED: These Terms of Reference will be reviewed annually. Date of Last Review: November 30, 2020 49640644.6 1 - 35 - 31 - SCHEDULE F OHT FUNDING PRINCIPLES Approach to Funding the OHT Principles: Partner Membersand Strategic Members make a financial contribution Members sign a Collaborative Decision Making Agreement and are obligated both fiscally (Partner Membersand Strategic Members) and clinically to each other and collectively to the Ministry of Health. Partners may not all join in Year 1, depending on whether their services are included in Year 1 planning. Partners who see their potential role for Year 2 and beyond may have Affiliate status in year 1. Partners fund their share of the approved annual OHT budget, in proportion to the size of their operating budgets. Community organizations, companies and individuals fund the remainder of the approved annual OHT budget, focused primarily on projects and activities that emphasize community engagement and interconnectedness with other community sectors and priorities. Partners may or may not receive some or all of their funding through the Ministry of Health, because our OHT signatories bring the strength of the broader social, community and wellness sectors. Affiliates offer services that are part of the Ministry’s vision of an interconnected and seamless care experience for residents, regardless of funding source Affiliates are important. As supporters of the OHT concept and the role it will play in the lives of our residents, affiliates meet periodically to offer input and perspectives on community needs, priorities and opportunities for the OHT. Leverage resources of members before adding new costs. Apply new $ resources before drawing on resources of members o MOH o Other government bodies o Donations In-kind resources – type and value, approved by Steering Committee Surpluses are retained for future priorities of the OHT Deficits of the OHT, not individual Members, funded in accordance with the model for funding of the OHT How funding/resources will be used 1.To support the “base” functions of the OHT, beyond in kind, and leverage of member resources/capabilities 2.To support project work, beyond in-kind 3.To support securing external expertise (not eligible for use of MOH funding) 4.To provide “seed funding” for initiatives coming from project work 49640644.6 1 - 36 - 32 - 5.To provide resources for investments in “tools” example – digital, to support the integration an delivery of care 6.NOTE –COVID RESPONSE COSTS ARE EXCLUDED Where resources will come from 1.In kind services of Members 2.Leveraging capabilities of Members to reduce or eliminate “net new” spend 3.MOH start up funding a.Up to $375,000 in 20/21 b.Up to $750,000 in 21/22 4.Donations a.To support “base” OHT functions b.To support acquisition of “tools” c.To support specific projects 5.Contributions of Partner Members and Strategic Members 6.Reallocation of funds between members as a result of successful projects –example: GRH reallocates some of the funding it puts toward operation of Palliative Care beds to support community investment that reduce the need for beds and improves the care experience. 49640644.6 1 - 37 - 33 - SCHEDULE G PARTNER MEMBER RESOURCE CONTRIBUTION Partner Member Resource Contribution Model 1.Partner members must make a financial contribution a.Total contribution equals “base” amount plus “tax”. b.Minimum contribution is equal to the annual “Base” amount regardless of funding received from other sources. “Tax” amount can be reduced by in kind contributions. 2.Contribution calculated as follows: Step 1 – Establish the budget of the OHT (base, project, project seed funding, tools), includes cash and in-kind requirements Step 2 – Establish a “Base” amount for each of 6 tiers based on total revenue from the KW4 area Step 3 – Calculate the value of non-Member or Strategic Member financial contributions and in-kind resources from non-Members. Examples include: a)Funding from MOH b)Donations received for the OHT c)Other sources of funding received for the OHT (i.e. municipal) d)value of in-kind contributions from non-Members Step 4 – Calculate the remaining budget to be funded by Members (Step 1 minus Steps 2 and 3) Step 5 – Establish the remaining individual Member contribution (the “tax”) by calculating the Member’s KW4 related revenue as a % of Total KW4 relatedrevenue for all Partner Members and applying that % to the result from Step 4 Step 6 – Calculate total Gross Member contribution as the sum of Step 5 and Step 2. Target to keep this amount to no more that 0.20% of Total revenue of the individual Member ($200 per $100,000 of revenue) Step 7 – Calculate the Net Member cash contribution by deducting from the result in Step 6 the value of the Steering Committee approved in-kind contributions made by the Member (to a maximum of the result in Step 5) and previous cash contributions (in the budget period) of the Member. Note: The minimum net cash contribution is equal to the result from Step 2. Note:Where in-kind contributions exceed the required Member contribution as calculated in Step 5 it will NOT result in a rebate to the Member. 3.In kind contributions a.Must be recommended to the Steering Committee for approval be the Operations Team b.Criteria i.Must have been actively involved in work product development as a member of the Operations Team. ii.Participating in consultations, working groups, and briefings does not qualify. 49640644.6 1 - 38 - 34 - iii.Participation on the Steering Committee does not qualify. iv.Time spent by the senior participating person from the member organization does not qualify unless the home organization incurred a cost to backfill for that person. 4.Revenue used for calculation of Partner Member’s contribution a.Use Total Revenue (from all sources and all areas) to calculate total contribution as a percentage of Total Revenue only (Step 6). This is for information purposes and not used to calculate Partner Member share. b.Use Total Revenue from KW4 area, all sources, to calculate the Partner Member’s financial contribution. i.Use total revenue as it is easier to verify, easier obtain and takes into account ability to pay ii.Donations are not excluded. All organizations bring in donations. Donations create part of an organization’s ability to pay. Included them reduces complexity in the model and is easier to verify total revenue. iii.Not limited to only healthcare funding as that approach would not be in alignment with the vision and operating framework adopted by the OHT. c.Total Revenue from KW4 area - If the Member is making a financial contribution to another OHT a formula based on the KW4 attributed population as a % of total population served by the Member will be used to calculate the KW4 attributable revenue. If the Member is not making a financial contribution to another OHT Total Revenue will be considered to equal Total Revenue from KW4 area. 49640644.6 1 - 39 - 35 - SCHEDULE H FUND HOLDING ORGANIZATION EVALUATION CRITERIA Expressions of interestreceivedfrom Partner Members seeking to act as the Fund Holding Organizationwill be evaluated by the SteeringCommittee or subset thereof (excluding Partner Members who have submitted an EOI) against the following criteria: (a)Be a health Services Provider (HSP) able to enter into an Agreement with the Ministry of Health. (b)Have the demonstrated ability to fulfill the Fund Holding Organization’s responsibilities as evidenced by: (i)The infrastructure, systems and human resources in place to fulfill all of its responsibilities; (ii)The experience as a Fund Holding or flow through organization; (iii)A strong record of financial management; (iv)Meeting requirements for government funding under the Transfer Payment and Accountability Directive (TPAD), e.g. dedicated bank account, etc.; (v)The ability to receive donations on behalf of the KW4 OHT; and (vi)The legal status to enter into contract on behalf of the OHT (if required). (c)Be willing to perform this function on an in-kind basis, this in-kind service will be recognized in the funding model. 49640644.6 1 - 40 - 36 - SCHEDULEI FUND HOLDING ORGANIZATION TERMS 1.Background (a)The Partner Members and Strategic Membershave designated the Fund Holding Organization as the Partner Member to be the holder of any funds received by the KW4 OHT from the Ministry of Health or from Ontario Health for the KW4 OHT (“Ministry Funds”) or any funds contributed by any of the Members to and for the benefit of the KW4 OHT and/or any funds received in support of the work of the KW4 OHT from any source other than Ministry Funds (“Pooled Funds”) and the Fund Holding Organization has agreed to be such holder subject to the these Fund Holding Organization Terms. (b)The Fund Holding Organization, on the direction of the Steering Committee shall enter into an agreement (“Transfer Payment Agreement” or “TPA”) with Her Majesty the Queen in Right of Ontario as represented by the Ministry of Health (“Ministry”), pursuant to which the Ministry will direct funding to the Fund Holding Organization as paymaster for the KW4 OHT. 2.Fund Holding OrganizationObligations (a)The Fund Holding Organization shall receive, hold, and disburse the Ministry Funds advanced under the TPA only in accordance with the directions of the Steering Committee. (b)The Fund Holding Organization acknowledges that it may be requested by the Steering Committee to receive, hold, and disburse other Ministry Funds and, if so requested, it shall receive, hold, and disburse any other Ministry Funds in accordance with the directions of the Steering Committee. (c)The Fund Holding Organization acknowledges that it may be requested by the Steering Committee to receive, hold, and disburse Pooled Fundsand, if so requested, it shall receive, hold, and disburse such Pooled Funds only in accordance with the directions of the Steering Committee. (d)The Fund Holding Organization and the Members acknowledge the Ministry of Health requirement for the KW4 OHT to demonstrate sound financial management. The Fund Holding Organization shall maintain and provide to the Steering Committee such records in respect of the Ministry Fundsand the Pooled Funds as may be reasonably required by the Steering Committee to ensure any reporting obligations under the TPA or any other third party agreement are satisfied and to enable the Steering Committee to report fully to the Members in respect of the of the Ministry Funds and Pooled Funds. 3.Fund Holding OrganizationIndemnity (a)The Partner Members and Strategic Members (other than the Fund Holding Organization) agree to jointly and severally indemnify and hold harmless the Fund Holding Organization, its officers, directors, employees, agents, former officers, 49640644.6 1 - 41 - 37 - directors, employees, agents and all of their respective heirs, executors, administrators, legal personal representatives, successors and assigns (“Fund Holding OrganizationIndemnified Parties”), each Partner Member and Strategic Member in proportion of and only to the extent of its respective Partner Member Resource Contribution or Strategic Member Resource Contribution, as applicable, from and against any and all liability, losses, costs, damages, and expenses (including legal, expert, and consulting fees), causes of action, actions, claims, demands, law suits, or other proceedings (collectively, “Claims”) by whomever made, sustained, brought, or prosecuted, including for third-party bodily injury (including death), personal injury, and property damage, in any way based upon, occasioned by, or attributable to, anything done or omitted to be done by the Fund Holding Organization Indemnified Parties in the course of the performance the Fund Holding Organization obligations under the CDMA, under the TPA, or otherwise in connection with the TPA or any other agreement that the Fund Holding Organization enters into at the request and direction of the Steering Committee in respect of Ministry Funds or Pooled Funds, save and except any breach of the Fund Holding Organization’s obligations under this CDMA or acts or omissions that involve fraud or wilful misconduct on the part of the Fund Holding Organization Indemnified Parties. To the extent that this indemnity applies, the Fund Holding Organization shall be responsible for and shall not be indemnified for its respective proportionate share as a Partner Member based on its Partner Member Resource Contribution. 49640644.6 1 - 42 - 38 - SCHEDULE J PROCESS FOR IMPLEMENTATION OF PROJECTS 1.Implementation. (a)The Steering Committee shall: (i)identify one or more initiatives, programs, and/or services as an opportunity for collaboration (each a “Project”); (ii)develop a plan for each Project and, in doing so, be guided by the shared vision, strategic plan, guiding principles, values, priorities and commitments of the CDMA and the principles and requirements set out in paragraphs 2 and 3of this Schedule. Each Project plan shall set out relevant considerations, terms, and conditions for the specific Project; and (iii)where appropriate, develop a specific Project Agreement, consistent with the plan, setting out the details of each Project, including clear and transparentaccountabilities. This governs each Project unless a Project Agreement provides otherwise. (b)Before approving and implementing a Project, each Member shall ensure that its participation complies with any Applicable Laws, industry and professional standards, and its own constating documents and policies. (c)The participating Members (and any other participants) will approve and execute a Project Agreement in accordance with its own delegation of authority. (d)Each Member shall maintain its separate corporate governance, and corporate mission, vision, and values throughout each Project. (e)Each Member shall retain all of its books and records made solely in connection with a Project in accordance with its own record retention policies and shall make them open to examination and copying by the other Members during their respective retention periods. All documents related to each Project shall be accessible to the other participating Members as required to enable them to meet their legislated reporting requirements. 2.ProjectPrinciples and Requirements. Where appropriate, each Project (and, if applicable, Project Agreement) will set out: (a)the scope of services to be provided by each Member (and other participants if applicable), and its accountabilities and responsibilities; (b)specific strategic objectives and performance measures; (c)costs and financial matters including: budget, transfers of funds, payment terms, applicable taxes, set-offs; (d)human resource considerations; (e)reporting and audit compliance requirements; (f)required third-party approvals; 49640644.6 1 - 43 - 39 - (g)intellectual property rights and responsibilities; (h)an annual evaluation toreview and monitor progress, determine value and achievement of progress and desired outcomes; (i)a specific process for identification of realized financial savings as a result of the Project; (j)dispute resolution provisions if the provisions of the CDMA are not to apply; (k)term, termination, withdrawal, and expulsion from the Collaboration, and consequences thereof; including a process for return of management functions, clinical and support services, and asset distribution on termination of the Collaboration; and (l)liability, indemnification, and insurance requirements. 3.Costs and Financial Contributions. For each Project, cost allocations and financial contributions will be consistent with the following principles: (a)allocation of costs are to be guided by principles of equitable allocation; (b)the direct cost of all shared positions (or termination of any shared positions) shall be allocated on a proportional basis, which may be based on time spent or the KW4 OHT funding framework in place at that time; (c)the Members will in good faith negotiate and agree to mid-Project adjustments to reflect changes in the scope of services provided during the year; and (d)financial contributions and methodology of cost allocation will be reviewed annually. 49640644.6 1 - 44 - 40 - SCHEDULE K PROCESS FOR EXPULSION 1.Where a Member is of the opinion that another Member: (a)is in breach of its obligations under the CDMA or a Project or Project Agreement; (b)no longer agrees to the Shared Objectives; (c)is disruptive to the consensual governing process; or (d)has otherwise acted in a manner contrary to the vision, values and guiding principles of the KW4 OHT, and the Member has made best efforts to follow the dispute resolution procedure outlined in Schedule L, the Member may provide written notice to the Steering Committee. 2.Upon receiving written notice from a Member in accordance with section 1, the Steering Committee shall promptly investigate the matter, with the understanding that retaining relationships is of paramount importance. 3.If the Steering Committee determines the matter requires follow-up action, the Steering Committee shall notify the Member against whom an allegation has been made and shall provide the Member with the opportunity to respond to the allegations and/or cure the breach within a reasonable time period, as applicable. 4.If the Member does not respond to the allegations or cure the breach, as applicable, to the reasonable satisfaction of the Steering Committee, the Steering Committee may recommend to the Partner Members in writing the change in status of a Partner Member to an Affiliate Member or the expulsion of the Member from the KW4 OHT and the CDMA. 5.The Partner Members, other than the Member at issue, shall consider the recommendation referred to in paragraph 4 and make its determination in accordance with section 5.2(d) of the CDMA. 49640644.6 1 - 45 - 41 - SCHEDULE L DISPUTE RESOLUTION 1.The Members shall use their best efforts to resolve any disputes in a collaborative manner through informal discussion and resolution. To facilitate and encourage this informal process, the Members involved in the dispute shall use their best efforts to jointly develop a written statement describingthe relevant facts and events and listing options for resolution. If these efforts do not lead to a resolution, any involved Member shall refer it to the Steering Committee. 2.The Steering Committee shall work to resolve the dispute in an amicable and constructive manner, including involving the Members’ Member Governing Authority. 3.If a dispute cannot be resolved, as determined by any Member after following these procedures, a Member may withdraw from the applicable Project, Project Agreement, or the CDMA inaccordance with paragraph 18.3(a)of the CDMA. 49640644.6 1 - 46