Schedule “A”

Ontario Place Corporation Wind-Up Plan

Agency Dissolution Report

Overview of Ontario Place Corporation

Purpose

Through the 2018 Fall Economic Statement, the Province introduced amendments to the Ontario Place Corporation Act, 1990 to outline requirements for winding-up the Ontario Place Corporation (OPC or “the agency” or “the Corporation”). The Ontario Place Corporation Repeal Act was also introduced in December 2018 but has not yet been proclaimed. Once proclaimed this Act would formally dissolve OPC. Dissolving the OPC will provide for clear lines of accountability and streamlined decision making to best deliver on the redevelopment of Ontario Place.

Since 2018, the mandate of OPC has been extended every year to manage ongoing operations on the site. Currently the mandate for OPC has been extended to December 31, 2023.

The Ontario Place Corporation Act, 1990 sets out that the board of OPC shall prepare a proposed plan for winding up OPC and transferring OPC’s assets, liabilities, rights, and obligations to the Crown in right of Ontario. This Wind-Up Plan must be approved by the Lieutenant Governor in Council (LGIC). Once approved, this document will be used to guide and inform the implementation of the wind-up of OPC and the transfer of required assets, liabilities and operational responsibilities from OPC to the Ministry of Infrastructure.

Agency’s Mandate

Ontario Place Corporation is an agency of the Ministry of Infrastructure (MOI) and is responsible for the current operations of Ontario Place.

OPC is a board-governed operational enterprise. It is governed by the Agencies and Appointments Directive (AAD). Its constituting instrument is the Ontario Place Corporation Act, 1990. It is a Commission Public Body under the Public Service of Ontario Act, 2006 O. Reg. 146/10.

The objects of the Corporation include operating Ontario Place for recreational, cultural, entertainment, educational research, commercial, exhibition or public purposes and delivering projects and programs designed to provide the people of Ontario with a greater appreciation of the Province and its accomplishments and potential, and to provide talented artists in the Province with the opportunity to exhibit their works and their abilities.

The Corporation also delivers special programs to enhance the image of the Province and to co- ordinate activities with the Canadian National Exhibition, and to do such other things as the Minister may require, and to advise the Minister on projects and programs of general advantage to the Province.

Historical and Current Context

Operations on the site have changed considerably over the decades. While originally the site was used on a fee-based park style model, the site was closed to visitors in 2011. Over the 2010s, efforts were made to re-establish smaller-scale projects on a more sustainable basis, such as concerts, partnerships with local artists, and film screenings at the Cinesphere. In 2017 Trillium Park was opened to the public on the east island.

In 2018, the Government of Ontario announced its commitment to redevelop Ontario Place - making it a world-class, year-round destination. In the 2019 Call for Development, the Government publicly committed to delivering a development-ready site at Ontario Place for commercial partners and to increase accessibility at the site. Through that process, Therme Canada and Live Nation were selected as site partners to provide for future programming, infrastructure, and services at Ontario Place. In 2023, the government also announced its plans to move the Ontario Science Centre to Ontario Place to create an iconic destination on Toronto’s waterfront that will attract visitors from Ontario and around the world, providing people of all ages with something to enjoy.

Given this vision for Ontario Place, the current operational model is being adjusted to move forward with the project.

Proposed Plan to Wind Up Ontario Place Corporation

Timelines, Construction, Business Continuity, and Sequencing of Requirements

Construction:

As part of the redevelopment of Ontario Place, construction activities are currently taking place on site, including repairs to the Cinesphere, pod complex, and bridges. Additional construction work is also beginning in spring 2023 to upgrade the site’s servicing infrastructure, such as stormwater management, water, electrical, and gas services.

Site servicing and construction activities are to intensify in 2023. While all efforts are being made to minimize disruptions to public access, in order to ensure public and construction worker safety, the decision was made to limit programming at Ontario Place in 2023.

Timelines and Sequencing:

Transfer to Ministry:

It is anticipated that by December 31, 2023, Ontario Place Corporation’s operational functions will be transferred to the Ministry of Infrastructure (“MOI” or the “Ministry”), along with required staff and the budget for Ontario Place activities. The operational and associated staff transfer will help to ensure business continuity of the Ontario Place operations as they will be bringing first-hand knowledge of the site and its activities to MOI.

Dissolution:

The Ontario Place Corporation will be formally dissolved once all wind-up activities and steps have been completed (including final audited financial statements and closure of bank accounts). Dissolution will require the proclamation of the Ontario Place Corporation Repeal Act.

Governance and Dissolution of the Board of the Corporation

The current appointment of the Chair of the Board of the Corporation has been extended to December 31, 2023. However, it will be ensured that a Chair is in place until OPC is formally dissolved to oversee the Corporation through all wind-up activities that must occur leading up to dissolution.

The Ministry may be required to provide appropriate directors and officers insurance and indemnification to the Chair for a period of time following dissolution. The agency will work with MOI to ensure the appropriate insurance protections are provided. The appointment of the Board Chair will be aligned with the date of dissolution.

Services Continuing at Ontario Place Following Dissolution

As part of the Wind up, it is anticipated that responsibility for ongoing Ontario Place operations will be transferred to MOI. At this time, it is expected that Ontario Place’s operations would continue in the following manner (please note that these activities may be subject to change):

  • Trillium Park will remain open throughout construction, as long as it is safe to do so.
  • Parking Lots will operate at a reduced capacity.
  • Some site services will still be required in areas of the site throughout the construction period, such as: garbage collection, maintenance of heritage assets, site security, janitorial services, plowing, landscaping, maintenance, and electrical services.

Operating Agreements and Obligations

Operational agreements and contractual obligations are under review by the agency and MOI to consider which contracts should be transferred over to the Ministry following dissolution, and if any will need to be terminated as a result of the wind-up and dissolution. The agency will continue this analysis and ensure that contractual and agreement analysis is conducted from a stewardship, legal, and administratively responsible lens.

Human Resources Impacts

To ensure that the operational needs of Ontario Place continue while multi-year redevelopment of the site is underway, the operations of Ontario Place and the related staff resources will transfer to MOI (transfer anticipated to occur by December 31, 2023). Following the transfer, staff will continue to support any outstanding obligations while ensuring that Ontario Place operations continue to be delivered and managed appropriately.

Financial Impacts

Currently the Ontario Place Corporation, as a separate legal entity, completes its own set of financial statements that are audited by the Office of the Auditor General of Ontario (OAGO). The Corporation runs on a calendar year basis (from January 1 to December 31). The Corporation’s financial activities are then reported through MOI’s Public Accounts on a consolidated basis (similarly, the budget is provided on a consolidated basis in the Ministry’s Expenditure Estimates). MOI also provides an annual operating transfer payment.

It is anticipated that the final financial statements for the Ontario Place Corporation will be for the year ending December 31, 2023. Following that, appropriation will be established at the Ministry of Infrastructure for the related expenses, all remaining balance sheet items will be transferred to MOI, and cash activities will move to OPS bank accounts and merchant services.

The ministry considers the primary sources of Public Sector Accounting Standard (PSAS) Section PS 3430 Restructuring Transactions as the overarching accounting standard in assessing the accounting impact of OPC’s Wind-Up and amalgamation into MOI.

It is anticipated that as of January 1, 2024, all purchases and other expenses will be reflected in MOI’s financial statements using the Integrated Financial Information System (IFIS). Accounts Payable processing will move to Ontario Shared Services (OSS) and purchasing will also leverage OPS purchasing/travel cards, IFIS procurement and other OPS services.

It is also anticipated that as of January 1, 2024, Ontario Place revenue forecasting will be part of MOI and all revenues will be placed in the OPS Consolidated Revenue Fund (CRF). Accounts receivable processing will be provided by OSS.

Agency Assets & Liabilities

Prior to dissolution, OPC will be disposing of any assets no longer required. OPC should, however, continue to apply the same treatment and measure its assets and liabilities on the same basis prior to the transfer date. OPC would only consider any changes in the use of assets prior to the transfer date. Any changes resulting from the restructuring or future use will take place as part of the transfer or post-transfer.

Any remaining assets and liabilities will be transferred to MOI at the date of restructuring/operational transfer. The Ministry will further conduct an account-by-account assessment of the assets and liabilities to determine if any write-down of assets or liabilities is required. If the net book value of the tangible capital asset is more than the future economic benefits expected from its use, MOI will write-down as required to establish more appropriate cost and accumulated amortization amounts for the asset. If there is an increase in net assets or liabilities resulting from the restructuring transaction, MOI will report either revenue for an increase in net asset, or expense for an increase in net liabilities.

It should be noted that the Corporation’s realty assets were previously transferred to the Government’s General Real Estate Portfolio (GREP) in 2019.

Banking and Merchant Services

Banking and merchant services for Ontario Place activities will be established within the province’s current agreements and arrangements, as set out by the Ontario Financing Authority and Treasury Board Secretariat. This includes bank accounts, point of sale services, and web e- commerce activities. All administrative adjustments will be in compliance with all corporate policies and directives on financial management.

Once the Ontario Place Corporation Repeal Act, 2018 is proclaimed into force, the agency’s legal status will be revoked. All banking transactions must be addressed prior to this formal act of dissolution.

Other Administrative Requirements (Non- Financial, Non-HR)

Ontario Place Corporation’s records are stored electronically and as such, MOI will work with the agency to transfer electronic records to the Ministry’s records system in a secure manner in accordance with the requirements of the Corporate Policy on Recordkeeping, Access, and Privacy.

OPC and MOI will work with the Government Services I & IT Cluster (GSIC) at the Ministry of Public and Business Service Delivery (MPBSD) to assess the hard and soft information and information technology (I & IT) assets of the Corporation and develop a plan to transfer relevant assets to MOI and, if applicable, responsibly dispose of assets that will no longer be required.

Upon transferring of staff to the ministry, this plan will be used to ensure staff hard asset requirements continue to be managed in accordance with the requirements of the Governance and Management of IT Directive.

Records that are no longer active and, in alignment with the enterprise’s record retention policy and schedule, will be transferred to the MPBSD’s Archives of Ontario, in consultation with the Ministry’s Corporate Services Division and MPBDSD Archive staff.

Accountability, Audit, and Governance Requirements

The Corporation’s auditor of record is the Office of the Auditor General of Ontario. The Corporation is a board-governed agency, and its fiscal cycle operates on a calendar-year basis. The agency will continue working with MOI to complete and publish all outstanding and upcoming Agencies and Appointments Directive requirements during the dissolution process.

In furtherance of the requirements of the Standards and Guidelines for Conservation of Provincial Heritage Properties as they may apply to Ontario Place, OPC will work with MOI and the Archives of Ontario to ensure a professional archivist provides advice to develop a Collections Management Plan addressing Ontario Place objects and artifacts related to the heritage of the site.

Communications Assets and Transition Plan

A communications plan will be developed by MOI in consultation with the agency addressing the transfer and future use of OPC’s social media, website, and e-commerce channels.

Order in Council 812/2023