May-24-2011 Executive Committee consideration – Casa Loma Transition

Tracking Status
  • This item was considered by Executive Committee on May 24, 2011 and was adopted with amendments. It will be considered by City Council on June 14, 2011.
EX6.7 ACTION Amended Ward:All
Casa Loma Transition
Committee Recommendations
The Executive Committee recommends that:

  1. 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.
  2. 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:
    1.  KCCL to assist the City in the transition for a period of 120 days
    2. The new city services corporation to assume from KCCL employment contracts and other existing service contracts for the continued operation of Casa Loma;
    3. 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;
    4. 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;
    5. 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;
    6. 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;
    7. 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
    8. 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.
  3.  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.
  4. 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:
    1. General Manager of Economic Development and Culture or his designate  as the Chair of the Board;
    2. Chief Corporate Officer or his designate;
    3. Deputy City Manager and Chief Financial Officer or his designate;
    4. Executive Director of Culture or her designate; and
    5. Chief Executive Officer of Exhibition Place.
  5. 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;
  6. 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.
  7. The General Manager of Economic Development and Culture undertake a public process to develop a long term strategy for Casa Loma for Council approval.
(May 9, 2011) Report from the General Manager of Economic Development and Culture
The City owns Casa Loma, but it was managed since 1937 by the Kiwanis Club of Casa Loma (KCCL).  The 1997 Casa Loma Restoration Master Plan to restore the exterior of the main building at Casa Loma cost $20 million and is nearing completion.  In July 2007, Council approved the Strategic Vision and in July 2008 the City entered into a Management Agreement to manage Casa Loma through a joint board model. In July 2010 it became obvious that the model was not working as anticipated and a downturn in the economy and a number of financial challenges created a situation where implementation of the Vision was at risk.  Council directed that the General Manager of Economic Development and Culture attempt to resolve the situation.   Through a number of discussions, City staff and KCCL mutually agreed that the Management Agreement should be terminated. This report summarizes the terms for a termination and transition process secured in a new agreement that provides to KCCL payment for artefacts and trademarks in their ownership and all outstanding payments due to KCCL under the Management Agreement. KCCL has agreed to assist the City in a smooth transition.   The General Manager will undertake a process to engage the public in determining the future direction for Casa Loma that will be brought forward to Council for approval.  In the interim, it is proposed in this report that the City establish a new corporation, the Casa Loma Corporation, to take over operations during the transition period until a new strategy for Casa Loma is approved.  The Corporation will assume employment contracts from KCCL and honour all existing contracts with service providers.
Financial Impact
The existing Management Agreement between the City and KCCL sets out the terms for purchasing over a 20 year period the artefacts owned by KCCL that form part of the inventory of Casa Loma. As part of the Transition Agreement, the City will acquire the entire inventory of Casa Loma artefacts for a one-time payment of $1.45 million.  This payment will acquire the inventory valued in 2008 at $1.414 million plus nine trademarks required for the ongoing operation of Casa Loma including “Casa Loma” and “Toronto’s Majestic Castle”.  Funding for this acquisition will be drawn from the City of Toronto Casa Loma Capital Maintenance Reserve Fund that has a current balance of $2.494 million. The $1.0 million balance in the Reserve Fund is sufficient for the completion of Phase 7 of the restoration by 2013.   With the termination of the Management Agreement, the City will no longer receive $800,000 from the operation of Casa Loma to deposit into the City Reserve Fund to assist with future capital maintenance.  After completion of the Phase 7 restoration in 2013, City staff will evaluate the on-going capital maintenance costs of Casa Loma as it reviews the options for the long-term operation of the facilities.   City staff  have reviewed the revenue and cost projections for Casa Loma and are confident that the financial obligations for 2011 will be covered by the operation.   The Deputy City Manager and Chief Financial Officer has reviewed this report and agrees with the financial impact information..
Background Information
(May 9, 2011) Casa Loma Transition (
Trelawny Howell