Well, it looks like I got my first payoff to doing the background reading only two paragraphs into the Master Innovation and Development Plan (MIDP) cover letter.
I’m speaking of the June 24, 2019, “Open Letter from Waterfront Toronto Board Chair, Stephen Diamond regarding Quayside.” In it, Diamond states that:
It is important to know that Waterfront Toronto did not co-create the MIDP. While Waterfront Toronto and Sidewalk Labs did work together earlier in the process to do research, generate ideas, and consult the public, the roles of the two organizations then separated, allowing Waterfront Toronto to focus on creating a robust framework for review and evaluation of the MIDP. Sidewalk Labs’ responsibility is to prepare and submit the MIDP. (emphasis added)
Let’s turn to Schedule F, “Collaboration Principles,” of the July 2018 Plan Development Agreement, shall we?
Article 1.01, “Day-to-Day Collaboration,” states (emphasis added):
a) Planning and development of the MIDP and the Principal Implementation Agreements will be managed through a jointly formed committee (the “Project Management Committee”) consisting of one senior project management representative of each of Waterfront Toronto and Sidewalk Labs.
b) Under the day-to-day direction of the Project Management Committee, Waterfront Toronto and Sidewalk Labs will:
i. Overseeing digital governance elements of the MIDP, including through the Digital Strategy Advisory Panel in accordance with the Digital Governance Framework Principles;
ii. Collaborating with Sidewalk Labs with respect to the achievement of the vision and goals of the Parties as summarized in Section 1.02 of Schedule B hereto, including with respect to sustainability, buildings, community and city services, public realm, mobility and digital platform; …
iii. work as an integrated team, with the key employees of Waterfront Toronto engaged in the creation of the MIDP (the “WT Team”) working together with the key employees of Sidewalk Labs working on the creation of the MIDP (the “Sidewalk Team”);
iv. work to capitalize on their respective skills and will agree on the members of the WT Team and Sidewalk Team;
v. establish and manage working groups and “Pillars” as set out in the MIDP Scope;
vi. ensure that each major functional working group will include at least one representative or their approved designate from each organization;
vii. develop an open approach to collaborative working, with the Parties seeking to share and discuss work with sufficient opportunity for receiving and incorporating feedback; and
viii. develop and operate through specific work programs, milestones and reporting formats for the creation and formation of the MIDP, including performance management, will be devised in a manner acceptable to both Waterfront Toronto and Sidewalk Labs.
Then there’s Article 1.03, “Role of the Parties,” which also gives Waterfront Toronto a much larger role than the one claimed by Waterfront Toronto Chair Stephen Diamond (emphasis added):
(a) Waterfront Toronto will have the following responsibilities and roles in connection with the creation of the MIDP:
i. In accordance with the MOU, and subject to the approvals necessary for applicable Business and Implementation Plans, acting as revitalization lead in the public interest;
ii. In accordance with the MOU, preparing Business and Implementation Plans, as set out in more detail in Section 4.01(a);
iii. Working with Sidewalk Labs to develop the financial model and implementation phasing for the Project that seeks to make the Project financially viable and developing the business case for the MIDP, taking into account land value, Intellectual Property and infrastructure plans and any related standards or requirements;
iv. Overseeing digital governance elements of the MIDP, including through the Digital Strategy Advisory Panel in accordance with the Digital Governance Framework Principles;
v. Collaborating with Sidewalk Labs with respect to the achievement of the vision and goals of the Parties as summarized in Section 1.02 of Schedule B hereto, including with respect to sustainability, buildings, community and city services, public realm, mobility and digital platform; …
Too complicated, perhaps? I give you Article 1.05, Master Innovation and Development Plan – Joint Objectives (emphasis added):
(a) In furtherance of their shared goals and vision, the Parties will work together collaboratively, diligently and in good faith to jointly prepare the MIDP in accordance with the MIDP Scope, including the MIDP Targets set out in Schedule B, and all other terms of this Agreement.
In other words, the Plan Development Agreement, which was supposed to govern the, well, the Development of the Plan, seems pretty clearly to require a significant degree of close collaboration between Waterfront Toronto and Sidewalk Labs. It does not (at least as far as I can see) limit Waterfront Toronto’s participation to a review and evaluation role.
The question of the extent of Waterfront Toronto’s involvement in developing the MIDP is significant and gets to the heart of the fatal conflict of interest at the heart of this proposals. Diamond’s statement, as well as the timing of Waterfront Toronto’s Note to Reader, are both designed to convey the impression of impartiality that is at odds with the Plan Development Agreement. Waterfront Toronto is trying to pass itself off as an independent evaluator. However, the Plan Development Agreement’s language and requirements seems to implicate it deeply in the creation of the very plan it wants to review.
Of course, this is exactly the type of problem you end up when the regulator effectively merges with the regulatee. The creation of the Digital Strategy Advisory Panel was a tacit admission that Waterfront Toronto lacked an in-house understanding of the fundamentals (data, digital, intellectual property, surveillance) of the smart city project they’d commissioned. Similarly, Waterfront Toronto’s attempts to claim that it is not implicated in the design of the MIRP tacitly grants the point that the original Waterfront Toronto team was flouting well-established governance principles.
In the upcoming consultations (the round that will feed into their report closing, as it happens, on July 31), Waterfront Toronto needs to clarify, at the very least and with physical evidence:
- The nature and degree of collaboration with Sidewalk Labs on:
- the development of the various pillars (1.01(a)(v));
- the development of the MIDP’s “digital governance elements” (1.01(a)(iv));
- the development of the “financial model and implementation phasing” (which covers intellectual property) (1.01(a)(i))
- The operational definition of “integrated team” (Schedule F, 1.03(b)(i)) and “collaborative working” (Schedule F, 1.03(b)(v)); and the names and responsibilities of the Waterfront Toronto employees in “each major functional working group” Schedule F, 1.03(b)(iv)).
- How, given that the Plan Development Agreement required that the MIDP be prepared jointly and collaboratively (1.05(a)), the final plan included several major points that Diamond writes raises concerns for Waterfront Toronto.
- Why, how, and on whose authority, if Diamond is being accurate, the Plan Development Agreement was interpreted in such a way to separate the roles of the two organizations in a way that pretty clearly was not envisioned in the original agreement. What changed?
And then there are the big questions:
- Why is collaboration now seen as a problem? More directly, why was it ever seen as something positive?
- If Waterfront Toronto determined that close collaboration as required by the Plan Development Agreement was no longer working (when did that happen?), why did it not renegotiate the agreement?
- Who can we believe in all this?
It’s not clear to me how Waterfront Toronto, based on the Plan Development Agreement, can credibly distance itself from Sidewalk Labs’ plan. Waterfront Toronto is not, and has not been from the very beginning, independent of Sidewalk Labs.
This lack of independence has been the whole point of the exercise from the very beginning. The goal was to create “a bold, first of its kind, and innovative approach to city-building to deliver transformative benefits in quality of life to a diverse set of residents, workers, and visitors in Toronto. This requires the collaboration of Waterfront Toronto and Sidewalk Labs to develop the MIDP” (Plan Development Agreement, Schedule J, 1.01(a)), emphasis added).
The failure to follow through on the (fundamentally flawed) Plan Development Agreement while not acknowledging that it was flawed in the first place is yet another indication that the problems with Quayside are embedded in the original RFP, from which the Plan Development Agreement emerged. Flawed in terms of process and substantive issues, it never should have been issued.