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Memorandum of Understanding

MEMORANDUM OF UNDERSTANDING
Metrolinx – Toronto – TTC Collaboration on the RELIEF LINE 
This Memorandum of Agreement (the “MOU”) made the11th day of April, 2018 (the “Effective Date”)

 BETWEEN:
Metrolinx
(“Metrolinx”)
and
CITY OF TORONTO (the “City”)
and 
TORONTO TRANSIT COMMISSION (the “TTC”) 
(Collectively, "the Parties")

View Signed Memorandum of Understanding  

PURPOSE

The purpose of this MOU is to set out the roles and responsibilities of the Parties pursuant to which the Parties will work collaboratively to advance the planning, design and engineering phase (the “PDE Phase”) of the Relief Line Project including the parameters of the work required for the PDE Phase.

Neither this MOU nor any studies and initiatives undertaken pursuant to it are intended to opine on or deal with or make commitments in respect of the construction, operation, maintenance, funding or ownership of the Project or any portion of it. For the purposes of undertaking and completing the PDE Phase contemplated herein it is to be assumed that the TTC will operate the Relief Line as part of the existing City/TTC subway system.

 

DEFINITIONS

The Project is comprised of two segments, as described below and collectively referred to as the “Relief Line”:

“Relief Line South” – subway connection from Downtown northeast to Danforth with planned connections with SmartTrack at Broadview/Eastern and Gerrard/Carlaw, and interchange stations with the existing City/TTC subway network at Osgoode, Queen and Pape stations.

“Relief Line North” – rapid transit extension of the Relief Line South north from Pape station to Sheppard Avenue with a study area as far north as Steeles Avenue.

 

BACKGROUND

A. The Parties recognize that the Relief Line is an urgent local and regional transit priority required to address crowding on the Yonge Subway Line (Line 1) by diverting ridership from the Yonge Subway Line 1, reducing transfer movements at Bloor/Yonge Station, providing additional transit capacity into and through the City of Toronto downtown, and supporting local and regional transportation policy objectives.

B. In 2008, the Metrolinx Board adopted its first regional transportation plan, The Big Move, which included the Relief Line South in its 25 year plan. In recognition of Line 1 capacity constraints, the Metrolinx Board approved changes to the Big Move in 2013, including identifying the Relief Line South as a Next Wave, priority transit project.

C. In 2014, the City and the TTC initiated the Relief Line South Project Assessment to determine an alignment and station locations to be advanced to the Transit Project Assessment Process.

D. In 2015, Metrolinx completed a Yonge Relief Network Study and concluded that while the Relief Line South provides significant relief to Line 1 (Yonge Subway) and Line 2 (Bloor-Danforth Subway), the Relief Line North would provide additional benefits to Line 1 demand and additional rapid transit capacity.

E. In 2016, Toronto City Council adopted the Relief Line South Initial Business Case, including approval of the Pape-Eastern-Queen alignment for the Relief Line South, subject to further review of a local segment north of the GO corridor west of Pape Avenue.

F. In May 2017, Toronto City Council approved the Pape-Carlaw-Eastern-Queen alignment for the Relief Line South, directed staff to undertake design to develop a baseline project budget and schedule, and requested that an initial business case be developed for the Relief Line North. Toronto City Council and TTC Board also authorized the City and TTC to enter into a Memorandum of Understanding with Metrolinx to define roles and responsibilities for the PDE Phase of the Relief Line South.

G. In December 2017, Metrolinx Board of Directors authorized staff to negotiate and enter into a Memorandum of Understanding with the City and TTC for the Relief Line.

 

NOW THEREFORE, for valuable consideration, the Parties covenant and agree as follows:

1. PRINCIPLES

1.1 This MOU is based upon the following guiding principles. The Parties:

(a) recognize the importance of the role of the Relief Line in meeting local and regional transportation policy objectives, including reducing demand on Line 1 (Yonge subway), providing additional rapid transit capacity into and through the City of Toronto downtown, and meeting city building objectives;

(b) agree to work together in the spirit of collaboration and partnership to advance the PDE Phase for the Project in accordance with the City of Toronto Council, TTC Board and Metrolinx Board approvals and direction and the Roles and Responsibilities outlined in Appendix A to this MOU;

(c) agree to be co-proponents for the Transit Project Assessment Process (TPAP) submissions to the Ministry of Environment and Environmental Change for both the Relief Line South and North as outlined in Appendices B and C to this MOU;

(d) endeavor to complete the PDE Phase in accordance with this MOU in order to advance the Project for capital delivery, and in particular the delivery of the Relief Line South by 2031; and

(e) recognize that the City and the TTC have the approval of City Council and TTC Board respectively to enter into this MOU for the Relief Line South and that the City’s and the TTC’s rights and obligations hereunder in respect of the Relief Line North are subject to and conditional upon obtaining City Council and TTC Board approvals respectively.

 

2. STUDIES UNDERTAKEN AND COMPLETED TO DATE

2.1 The Parties have completed the following studies and initiatives pertaining to the Relief Line:

(a) 2012 - City and TTC Downtown Rapid Transit Expansion Study;

(b) 2015 – Metrolinx Yonge Relief Network Study (in cooperation with the City, TTC and York Region); and

(c) 2016 – City and TTC Relief Line South Initial Business Case.

2.2 Each Party has incurred and is responsible for all costs with respect to and associated with the studies and initiatives or portions thereof undertaken by it up to the Effective Date including the foregoing and the other Parties have no obligation to reimburse or pay any such costs incurred up to the Effective Date.

2.3 Within 30 days of the Effective Date each Party shall provide the other Parties with copies of the studies and initiatives undertaken by it and any back-up information and materials requested so that such other Parties may review and assess the findings and conclusions of the studies and initiatives.

 

3. WORK AND DELIVERABLES

3.1 All work that is to be undertaken pursuant to this MOU as defined in Appendix B and Appendix C is referred to as the “Work”.

3.2 The City and the TTC, in partnership and co-operation with Metrolinx, shall undertake and complete the Work related to the portion of the PDE Phase as set out in Appendix B, in respect of the Relief Line South, anticipated to be completed by the fourth quarter of 2019. For clarity, after the Effective Date, costs that will be paid or reimbursed must be pursuant to the provisions of this MOU including Section 5.

3.3 Metrolinx, in partnership and co-operation with the City and TTC, shall undertake and complete the Work related to the portion of the PDE Phase Work in respect of the Relief Line North set out in Appendix C.

3.4 In each case, the Work will be completed in accordance with the terms of this MOU and in a diligent manner so as to provide the applicable deliverable as set out in Appendix B and Appendix C (each a “Deliverable”) and within the applicable dates. For purposes of the foregoing, Deliverable includes the work product created by a Party or consultants retained by it pursuant to this MOU including all reports, drawings, plans, designs, processes, tools, standards, registers, logs, updates, files, databases, software and documentation, applications, submittals, consents and approvals.

3.5 Each of the Parties will provide personnel or engage subconsultants with the qualification, knowledge and expertise to perform the Work that it is required to perform and will provide all relevant information, materials, plans, reports, studies, and correspondence in its possession or control and such other assistance as may be required to undertake and complete the Work by the specified dates.

3.6 The Work shall be undertaken and performed in accordance with the laws applicable to the Work, in a timely and economical manner, according to a high standard and so as to maintain good relations with the general public and property owners.

3.7 No subconsulting by any Party of any portion of the Work shall relieve such Party from any of its obligations hereunder, whether or not the other Party consents to or approves of such subconsultant. The Parties shall be solely responsible to subconsultants engaged by them including for the payment of their fees and disbursements.

3.8 Before undertaking any portion of the Work, each of the City/TTC and Metrolinx (or their consultants) will be required to prepare a task plan (the “Task Plan”) clearly defining the applicable portion of the Work that sets out:

           (a) a description of the applicable portion of the Work;

           (b) the Deliverable that will result;

(c) the projected milestones, schedule for completion and payment provisions;

           (d) the resources required for completion;

           (e) the estimated fees;

           (f) the proposed personnel;

           (g) any other information or documents reasonably requested to fulfill the roles and responsibilities identified in Appendix A.;

(h) the Parties agree to seek approval of the Project Management Committee, as described below, for each Task Plan and prior to proceeding or authorizing the Work;

(i) each Party shall deliver to the other Parties copies of draft or preliminary Deliverables and any back-up or ancillary information and materials requested and will take into account and reflect comments provided by such other Party in the final Deliverable; and

(j) the City/TTC will own the Deliverables on the Relief Line South. Metrolinx will own the Deliverables on the Relief Line North. The Parties acknowledge that all Deliverables are intended to be available for use by both Parties and that both Parties are intended to have license for use of the Deliverables.

4. FUNDING

4.1 The Province of Ontario has provided Metrolinx with $155 Million for the PDE Phase of the Project. The City has committed $55.52 Million to undertake Work related to the PDE Phase for the Relief Line South portion of the Project which includes Federal Public Transit Infrastructure Funding. The City has also identified the Relief Line South as a priority project for Phase 2 Federal Public Transit Infrastructure Funding. To date there has been no commitment by any of the Parties to proceed with or fund the following relating to the Project:

(a) capital construction costs including land acquisition, utility relocation etc.;

(b) financing and escalation costs;

(c) operating costs; and

(d) maintenance and lifecycle maintenance costs.

Neither the City and the TTC or Metrolinx as the case may be, has any obligation to the other to spend or incur any additional funds regardless of whether or not the work required to complete the PDE Phase is complete.

4.2 Relief Line South

4.2.1 The City/TTC has funded the Relief Line South Project Assessment including an initial business case, and planning work for completion of the Environmental Approvals (TPAP) process.

4.2.2 The cost of the Relief Line South portion of the PDE Phase, as described in Appendix B is anticipated to be $100 Million. The work will be funded through the City’s $55.52 Million, and Metrolinx will allocate $45 Million from the Provincial funding.

4.2.3 Metrolinx will be the financial administrator of the Province of Ontario’s $45 Million funding allocation and will pay for or reimburse the City/TTC for monies expended or expenses incurred by the City/TTC provided that the Work has been authorized by issuance of a Task Plan in respect thereof in accordance with the provisions of the foregoing Section 4 and Appendix B and compliance with the following provisions.

4.2.4 Invoices submitted for payment must have attached to them, time sheets and work sheets in a form acceptable to Metrolinx, and with a sufficient level of detail showing amongst others things, that all costs are incurred only in respect to undertaking and completing the Work. Task plans will also be provided for monthly updates in writing and meetings assessing progress and forecasting, amongst other things costs to complete the Work in comparison to costs expended to the date of the report. Task Plans will provide the right for Metrolinx to conduct an audit relating to the Work.

4.2.5 The Parties will establish a cost-recovery process that meets the respective financial administration requirements. For clarity, Metrolinx is not required to utilize any portion of the $45 Million to reimburse the City/TTC for work undertaken by it prior to the Effective Date even if not yet completed and will only reimburse the City/TTC for Work undertaken pursuant to this MOU that meets the stipulated requirements.

4.3 Relief Line North

4.3.1 The cost of the Work relating to the Relief Line North to identify an alignment and station locations, complete an initial business case, and undertake the Transit Project Assessment Process, as described in Sections 1 and 2 of Appendix C, is anticipated to cost $5 Million. This Work will be funded by Metrolinx in accordance with the provisions of and the limitations and qualifications contained in this MOU and Appendix C.

4.3.2 Metrolinx will allocate the remaining $105 Million from Provincial funding to undertake the Work set out in Section 3 of Appendix C, for the Relief Line North portion of the PDE Phase, in accordance with the provisions of Section 3.

4.3.3 The Parties agree that funding allocations described in section 4.3.2 may be reassessed based on joint priorities and subject to obtaining required Metrolinx Board approvals.

5. GOVERNANCE AND REPORTING

5.1 This project reports to the Toronto-Ontario Transit Executive Committee co-chaired by the City Manager, TTC Chief Executive Officer, Deputy Minister of the Ministry of Transportation, and Metrolinx Chief Executive Officer; and the Toronto-Ontario Transit Expansion Program Committee co-chaired by the Deputy City Manager, Cluster (B) and Chief Planning and Development Officer, Metrolinx.

5.2 The Parties will establish a Project Management Committee to oversee the management of this Project, in accordance with the following:

(a) the Project Management Committee will be comprised of an equal number of representatives from Metrolinx, the City and the TTC and will meet on a monthly basis or as needed to monitor the progress of the Work and will be chaired by each Party on a rotating basis;

(b) the Project Management Committee will provide instructions and guidance, identify emerging issues, roadblocks and impediments; approve Task Plans, prepare a terms of reference that will include procedural, monitoring, cost-recovery, and reporting protocols to ensure effective and timely decision making and completion of the Work; approve Project managers and establish the City-TTC-Metrolinx Project Team (the ”Project Teams”) for the Relief Line South and Relief Line North; and establish working groups as needed on a wide range of interests including modelling and ridership forecasting, communications and public consultation and others;

(c) the Project Management Committee will make every effort to arrive at decisions on a consensual basis;

(d) matters that cannot be resolved by the Project Management Committee on a consensual basis will be referred to the Toronto-Ontario Expansion Program Committee; and

(e) matters that require executive level decision making and have major strategic, policy, funding, intergovernmental or long-term implications will be referred to the Toronto-Ontario Transit Executive Committee. 

5.3 The Parties will establish Project Teams in accordance with the following:

(a) the project managers for the Relief Line South and Relief Line North will be responsible for the day-to-day project management including management of Project Teams, and ensuring completion of Deliverables;

           (b) the Project Teams will be established by the Project Management Committee and will be comprised of employees of all the Parties and consultants as required;

(c) Project Teams will be composed of persons best equipped to fulfill their role in order to successfully complete the Work under this MOU;

(d) the Project managers will work collaboratively to report on the progress of the Project Teams identifying emerging risks and impediments or anticipated delays on a regular basis at meetings of the Project Management Committee and provide such information and particulars as any Party may request, including copies of back-up materials and draft reports; and

(e) each of the Parties will endeavour to ensure continuity of its representatives on the Project Management Committee and the Project Teams to maintain suitable and qualified staff required to provide the necessary, timely expertise for tasks assigned to and undertaken by them.

6. PUBLIC INFORMATION

6.1 The Parties will develop a public engagement and communications protocol and consultation plan and will adhere to it in their notices to and communications with the public and stakeholders on all matters pertaining to the subject matter of this MOU and the studies to be undertaken pursuant to it.

7. FETTERING DISCRETION

7.1 Nothing herein shall bind or fetter the discretion of any parties including the Metrolinx or TTC Board of Directors or Toronto City Council, where such Boards and the Council have decision making authority in respect of any matter.

8. CONFIDENTIAILTY 

8.1 Each Party shall keep all information provided by another Party to it in confidence or that is proprietary and confidential in nature (“Confidential Information”) confidential and secure and shall limit the disclosure to those persons who have a need to know it and who are bound by agreement or otherwise to keep the Confidential Information in confidence substantially on the terms of hereof.

8.2 A Party shall not directly or indirectly disclose, destroy, exploit or use any Confidential Information (except for the purpose of performing the Work or if required by law), without first obtainingthe written consent of the disclosing party and in respect of any Confidential Information about any third-party, the written consent of such third-party. If a receiving party becomes legally compelled to disclose any Confidential Information, it will notify the disclosing party in order to allow disclosing party the option of seeking a protective order to prevent disclosure.

8.3 The provisions of this Section shall survive termination of this MOU and remain in full force and effect.

8.4 The Parties acknowledge and agree that: (i) they are subject to privacy legislation including in the case of Metrolinx, the Freedom of Information and Protection of Privacy Act, Ontario and in the case of the City of Toronto and the Toronto Transit Commission, the Municipal Freedom of Information and Protection of Privacy Act, Ontario, and (ii) they may be required to disclose Confidential Information by the Acts, but will not otherwise do so in contravention of this MOU. The Parties acknowledge and agree that any Party may make this MOU and the definitive agreements available to City Council and TTC and Metrolinx Boards of Directors and the public and may discuss the terms at City Council and TTC and Metrolinx Board meetings or meetings with the public other than Confidential Information, if any, contained therein.

9. TERM

9.1 This MOU will take effect on the Effective Date and will continue in full force and effect until it is terminated either by mutual agreement or by written notice of any Party to the other Parties. Any costs or expenses incurred up to the date of termination will be paid to the Parties in accordance with the funding arrangement set out in Section 4.

10.MISCELLANEOUS PROVISIONS

10.1 Time of the Essence: Time is of the essence in the performance of a Party’s obligations under this MOU.

10.2 Entire Agreement: This MOU constitutes the entire agreement between the Parties regarding the subject matter referred to herein and supersedes any prior understandings, negotiations, representations or agreements, whether written or verbal.

10.3 Amendments: No amendment, supplement or restatement of any provision of this MOU is binding unless it is in writing signed by all Parties.

10.4 No Waiver: No provision of this MOU shall be deemed waived, amended or modified by a Party unless such waiver, amendment or modification is in writing and signed by the Party against whom it is sought to enforce the waiver, amendment or modification. The failure by a Party to exercise any of its rights, powers or remedies hereunder or its delay to do so does not constitute a waiver of those rights, powers or remedies. No waiver made with respect to any instance involving the exercise of any such right is to be deemed to be a waiver with respect to any other instance involving the exercise of the right or with respect to any other such right.

10.5 Severability: If any term or condition of this MOU or the application thereof to the Parties or circumstances, is to any extent invalid or unenforceable in whole or in part, the remainder of this MOU shall continue in full force and effect, and the application of such term or condition to the Parties or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby.

10.6 Further Assurances: Each Party agrees that it shall at any time and from time to time, at its own expense, execute and deliver such further documents and do such further acts and things as any other Party may reasonably request for the purpose of giving effect to the terms of this MOU.

10.7 Counterparts: This MOU may be executed in one or more counterparts. Any single counterpart or a set of counterparts executed, in either case, by all Parties shall constitute a full, original and binding agreement for all purposes. Counterparts may be executed either in original or electronic form.

 

Executed by the Parties on the date written above.

Metrolinx

By: Phil Verster 

I have the authority to bind the corporation

The City of Toronto

By: Peter Wallace 

I have the authority to bind the corporation

Toronto Transit Commission

By: Richard Leary

I have the authority to bind the corporation

 


View Signed Memorandum of Understanding 

Appendix A
Roles and Responsibilities 

Metrolinx

  •  Leading the Relief Line North Project Assessment
  •   Leading on the design and engineering aspects of Relief Line North during the TPAP
  •   Environmental Approvals/TPAP – co-proponent on Relief Line North and Relief Line South
  • Supporting role on public consultation
  • Liaison with the Province of Ontario, Metrolinx Board of Directors and provincially elected officials
  •  Providing project and expenditure management for Provincial $155 Million funding
  •  Collaborative role on network analysis

City of Toronto – City Planning Division

  •  Leading on Relief Line South Project Assessment, ensuring project planning and development conforms with City of Toronto Official Plan Policies
  •   Environmental Approvals/TPAP - co-proponent on Relief Line South and co-proponent on Relief Line North
  •  Leading role on public and stakeholder consultation, in close collaboration and with input from the TTC and Metrolinx
  •   Liaison with the City Manager’s Office and municipally elected officials
  •    Collaborative role on network analysis

TTC

  •   Leading on design and engineering (technical) aspects of Relief Line South and North
  •   Reviewing the design and engineering aspects of Relief Line North during the TPAP
  •  Environmental Approvals/TPAP - co-proponent on Relief Line South and co-proponent on Relief Line North
  •  Supporting role on public consultation
  • Providing project and expenditure management for the City’s $55.52 Million funding allocated for Relief Line South portion of the PDE Phase
  •   Liaison with the TTC’s Board of Directors
  • Collaborative role on network analysis

Appendix B
Relief Line South
The Work 

  1. The City/TTC have completed the Relief Line South Project Assessment including the necessary planning work to identify alignment and station locations for the Relief Line South and preparation of an initial business case, and will be initiating the  TPAP process  in 2018.
  2.  The City/TTC and Metrolinx, will prepare the Environmental Project Report and file it with the Ministry of Environment and Climate Change as co-proponents in order to initiate and complete the TPAP.
  3. The City/TTC in partnership with Metrolinx will undertake the Preliminary Design and Engineering (PDE)  work comprised of the following deliverables:
  •  reference concept designs (15-30% design);
  • development of a preliminary design business case;
  • development of a baseline project budget and schedule (Class 3 cost estimate and schedule);
  • geotechnical investigations of applicable sites;
  •  preliminary utility relocation plan;
  •  property acquisition plan;
  •  procurement options analysis; and
  • assessment of all in costs for implementation of the Relief Line South including costs associated with the recommended project delivery model to advance the project to readiness for delivery when funding is available.

Appendix C
Relief Line North
The Work 

  1. Metrolinx in partnership with the City/TTC, will undertake and complete a Relief Line North Project Assessment Study comprised of the planning work necessary to identify an alignment and station locations and preparation of an initial business case, including public and stakeholder consultations.
  2. Metrolinx in partnership with the City/TTC will prepare the Environmental Project Report and file it with the Ministry of the Environment and Climate Change as co-proponents in order to initiate and complete the TPAP.
  3. Metrolinx in partnership with the City/TTC will undertake the Preliminary Design and Engineering (PDE) work. This work will be procured separately and be comprised of the following:
  • reference concept designs (15 to 30% design);
  • development of a preliminary design business case;
  • development of a baseline project budget and schedule (Class 3 cost estimate and schedule);
  • geotechnical investigations of applicable sites;
  • preliminary utility relocation plan;
  • property acquisition plan;  
  • procurement options analysis; and
  • assessment of all in costs for implementation of the Relief Line North including costs associated with the recommended project delivery model to advance the project to readiness for delivery when funding is available