The Executive Committee recommends that:
- As mutually agreed between the City of Toronto and the Kiwanis Club of Casa Loma (KCCL), Council terminate the management agreement between the two parties and create a city services corporation to stabilize and operate Casa Loma until City Council considers a long term strategy for Casa Loma.
- City Council authorize the General Manager, Economic Development and Culture to execute a termination and transition agreement between the City and KCCL to implement the transition based substantially on the terms outlined below and further described in the report (May 9, 2011) from the General Manager of Economic Development and Culture, and such additional terms and conditions as are satisfactory to the General Manager, in a form acceptable to the City Solicitor:
- KCCL to assist the City in the transition for a period of 120 days
- The new city services corporation to assume from KCCL employment contracts and other existing service contracts for the continued operation of Casa Loma;
- The City to pay KCCL $1.45 million for artefacts with an estimated value of $1.414 million plus the value of 9 trademarks owned by KCCL including "Casa Loma" and "Toronto's Majestic Castle", to be drawn from the City's Casa Loma Capital Maintenance Reserve Fund;
- KCCL to receive payment of unpaid management fees for 2010 and 2011 valued at $300,000 with interest on the overdue amount as per the existing agreement, to be paid out of the 2011 Casa Loma operating revenues and the City will guarantee payment by December 31, 2011;
- KCCL to continue to hold weekly meetings free of charge and up to 5 charitable events annually for incremental costs at the Castle to support the work of Kiwanis and to retain an administration office through a license agreement, for nil rent and subject to a 6-month cancellation clause;
- KCCL to pay the market cost of all catering and parking for events only where in the past they received free parking and a discount on catering;
- Upon expiry or termination of the license agreement and provided that the City or a future owner, manager or operator does not wish to use all the Hunting Lodge, KCCL to license space within the Hunting Lodge for its weekly meetings provided that Kiwanis pays for any incremental operating costs associated with this use and that any such license may be terminated upon six months notice; and
- The City to host an event and erect a plaque commemorating the Kiwanis Club of Casa Loma's longstanding service and contribution to Casa Loma.
- City Council adopt the business case in Attachment 1 of the report (May 9, 2011) from the General Manager of Economic Development and Culture and authorize the City Solicitor to incorporate a new city services corporation named the Casa Loma Corporation, pursuant to Section 148 of the City of Toronto Act, 2006 and Ontario Regulation 609/06 (City Services Corporation Regulation) and the Business Corporations Act (Ontario, to manage and stabilize the operations of Casa Loma.
- Despite the standard composition established by Council under item 2011.EX4.7, City Council establish the board composition of the Casa Loma Corporation and appoint the board consisting of the:
- General Manager of Economic Development and Culture or his designate as the
Chair of the Board;
- Chief Corporate Officer or his designate;
- Deputy City Manager and Chief Financial Officer or his designate;
- Executive Director of Culture or her designate; and
- Chief Executive Officer of Exhibition Place.
- In order to protect the directors of the corporation, the City indemnify and
save harmless the directors and officers of the corporation from time to time
against any claims they may incur in their roles as board directors and officers;
- As the sole shareholder, City Council approve the Unanimous Shareholder Declaration as set out in Attachment 2 of the report (May 9, 2011) from the General Manager of Economic Development and Culture and the By-law No. 1 for the Casa Loma Corporation as set out in Attachment 3 of the report (May 9, 2011) from the General Manager of Economic Development and Culture.
- The General Manager of Economic Development and Culture undertake a public
process to develop a long term strategy for Casa Loma for Council approval.