Item - 2026.EP22.14

The Board of Governors of Exhibition Place:  

1. Subject to obtaining the necessary City of Toronto authorization, approved a new lease (the "Lease") between the City of Toronto, as landlord (the "Landlord"), CNEA, as tenant (the "Tenant"), and the Board, for a term of four (4) year(s) commencing November 1, 2025 and ending October 31, 2029, substantially on the terms and conditions set out in Appendix A and Confidential Attachment 1 to the report (March 31, 2026) from the Chief Executive Officer, Exhibition Place, and such other terms and conditions deemed appropriate by the City's approving authority and the Chief Executive Officer of the Board (the "CEO") and in a form satisfactory to the City Solicitor.

2. Authorized the Chief Executive Officer to request the necessary City of Toronto authorities to approve and enter into the Lease.

3. Directed that Confidential Attachment 1 to the report (March 31, 2026) from the Chief Executive Officer, Exhibition Place, remain confidential in its entirety and not be released publicly, as it pertains a proposed or pending acquisition or disposition of land by the City and the Board.

The City of Toronto, as landlord, the Board and the Canadian National Exhibition Association ("CNEA" or the "Tenant") entered into a one (1) year lease for the Queen Elizabeth Executive Offices (renamed Withrow Common) and certain ancillary areas dated November 1, 2020, for a term ending on October 31, 2021 (the "Existing Lease") with four one-year extension options, and with an early termination provision in favour of the Tenant effective December 31 in each of the second, third and fourth extension terms. The Tenant exercised all four options. The final option term expired October 31, 2025.

The Tenant is requesting a four (4) year extension of the Existing Lease with respect to Withrow Common, commencing November 1, 2025, and concluding October 31, 2029.

Since assuming occupancy of Withrow Common in 2016, the Tenant has completed significant renovations to the space. The CNEA has invested more than $300,000 in leasehold improvements, encompassing upgrades to the reception area, lobby, and central common areas, along with enhancements to painting, kitchen, flooring, washrooms, and lighting. These improvements emphasized environmentally sustainable and eco‑friendly design choices where feasible.

This report recommends that, subject to obtaining necessary City of Toronto (the 'City") approvals, the Board enter into a new four (4) year lease with the City, as landlord, and the Tenant for the operation of a multi-purpose office and community event space at the Leased Property commencing November 1, 2025, and ending on October 31, 2029, substantially on the terms and conditions set out herein. The Lease will contain an option to extend the term for a further five (5) years, to October 31, 2029.

Staff from Exhibition Place and City Corporate Real Estate Management ("CREM") have been in discussions and negotiations with the Tenant since March 2025. CREM engaged its internal valuation group to assist with the fair value negotiations with the Tenant. The proposed rent and other major terms and conditions of the new Lease are considered to be fair, reasonable, and reflective of market rates.

NOTE: The Province's Rebuilding Ontario Place Act, 2023 ("ROPA") includes a provision that the City may not encumber, sell or dispose of certain identified lands. By an amendment in November 2025, these lands were expanded to include, among others, the majority of the Exhibition Place grounds. Accordingly, the City is now restricted from encumbering the majority of Exhibition Place. The term "encumber" is not defined. City staff is working with the Province to obtain clarification on the meaning of "encumber" and hopes to confirm that it does not apply to leases of buildings or space within buildings, like the Lease discussed in this Report. But until such clarification is obtained from the Province, the City will not be in a position to finalize its approval of this Lease.