Membership Agreement Commercial Terms

WHEREAS:
  1. Catalyst Commons Limited Partnership (“Catalyst”) is the tenant of premises (the “Premises”) in the building municipally identified as 137 Glasgow Street, in the City of Kitchener, Province of Ontario (the “Building”), pursuant to a lease entered into in November 2019 (the “Lease”) with Catalyst 137 Kitchener L.P. (the “Landlord”); and
  2. Catalyst has agreed to grant to the Member a license to use a certain area located in the Premises, subject to the terms and conditions of the Lease and those as hereinafter set out (the “License”):
THE PARTIES AGREE AS FOLLOWS:
  1. GRANT: Catalyst grants to the Member a revocable, non-transferable License for (a) dedicated use of a portion of the Premises identified as the member area (the “Member Area”), and (b) shared use of the common area of the Premises (the “Common Area”) together with all other Members and persons entitled to use. The Member Area together with the Common Area are hereinafter referred to as the “Licensed Area”.
  2. TERM: The License granted in this agreement may either be for a specified “Event Date”, or will commence on the “Commencement Date” and will last for the “Initial Term”. The Initial Term will start on the first day of the next full month following the Commencement Date and end after the specified number of full months has elapsed. The Initial Term may not be greater than thirty-six (36) months. Provided the Member is not in default of any provision of this License, the License will automatically renew on the first day of each month following the Initial Term (the “Renewal Term”, collectively with the Initial Term, the “License Term”), until terminated in accordance with the terms of this License.
  3. MEMBERSHIP FEES: If the License includes an Event Date, the Member shall pay fifty percent (50%) of the fee outlined (the “Event Fee”) on the Agreement Date as a non-refundable deposit and the balance on the Event Date; otherwise, the Member shall make an initial payment on the Commencement Date, where such payment will be equal the first month fee, plus the prorated amount represented by the amount of time between the Commencement Date and the first day of the first month of the Initial Term. Starting on the first day of the second full month of the Initial Term, and then on the first of each month thereafter, the monthly fee (the “Monthly License Fee”) will be payable throughout the balance of the Initial Term. The Event Fee and the Monthly License Fee will be the fees associated with use of the Licensed Area. Additional fees may apply for additional services explicitly requested by the Member (the “Additional Member Fees”), as well as discounts associated with the Members’ status (the “Member Discounts”) may apply. During the Renewal Term, the License Fee shall be charged at the then current posted rates for the corresponding Member Area. If Catalyst fails to provide the Licensed Area on the Commencement Date, the first month’s payment shall be adjusted to reflect the actual date the Member is occupying the Licensed Area for the purpose of conducting its business operations.
  4. TERMINATION: Catalyst may terminate the License with the Member at any point during the License Term, upon a minimum of (1) month notice by issuing written termination notice (the “Notice of Termination”) for reasons of material breach of this Agreement, where such material breach has not be cured within thirty (30) days of Member having been provided written notice of such a breach, or for convenience by Catalyst. Terminations are effective on the last day of the next full month after the Notice of Termination has been issued (the “Effective Date of Termination”). For clarity, if the Notice of Termination was received on the fifteenth (15) day of the month, the Effective Date of Termination would be the last day of the following month. Monthly License Fees are payable for the period of time between the Notice of Termination being issued and the Effective Date of Termination occurring.
  5. USE: The Member shall use the Licensed Area solely for general office purposes or light electronics assembly and for no other purpose whatsoever. The Licensee acknowledges that this License is subordinate in all respects to the Lease and that the Licensee will at no time use the Licensed Area in a manner that contravenes the terms of the Lease. The Tenant agrees to comply with and observe the rules and regulations for the Building attached hereto as Schedule “A” (the “Rules and Regulations”).
  6. CONDITION & MAINTENANCE: The Member accepts the Licensed Area in an “as is, where is” condition on the Commencement Date. Catalyst has no responsibility to make any repairs, alterations, renovations or any improvements whatsoever to the Licensed Area. During the License Term, the Member will at its sole cost and expense, keep and maintain the Member Area and surrounding area in the condition received on the Commencement Date and in a clean and tidy manner, free of debris and refuse.
  7. INSURANCE: Before taking possession of the Member Area, and throughout the Licence Term, the Member will maintain such insurance as may be commercially reasonably required by Catalyst.
  8. LOSS & DAMAGE: All property kept in, on, or at the Licensed Area will be so kept at the risk of the Member.
  9. RELEASE & INDEMNITY: The Member hereby releases Catalyst and the Landlord from any and all claims, actions, causes of action, damages, demands for damages and other liabilities, howsoever arising, that may be made by the Member against Catalyst and the Landlord, regardless of negligence or alleged negligence on the part of Catalyst and the Landlord or any breach of the Lease. The Member shall indemnify and save harmless Catalyst and the Landlord from and against any and all claims, actions, causes of action, damages, demands for damages, losses and other liabilities and expenses (including, without limitation, those in connection with bodily injury (including death), personal injury, illness or discomfort or damage to property and legal fees on a solicitor and client basis) due to or arising from or out of any occurrence in, on or at the Premises or the occupancy or use by the Member of any portion of the Premises or any other part of the Building or occasioned wholly or in part by any act or omission of the Member, its officers, employees, agents, contractors, invitees or by any party permitted by the Member or Catalyst to be on the Premises or the Building or due to or arising out of any breach by the Member of this License.
  10. HAZARDOUS MATERIALS: The Member will not keep, use or store in or upon the Licensed Area any article which may be prohibited by hazardous materials legislation and/or by any fire insurance policy in force from time to time covering the Building.
  11. REMOVAL & RESTORATION: Upon the expiry or earlier termination of this License, the Member shall remove all its personal property and equipment and will repair any damage caused to the Licensed Area or the Building because of the installation or removal thereof, at the Member’s sole cost.
  12. DEFAULT: If the Member fails to cure its breach of any provision of this License within five (5) business days’ following written notice from Catalyst, Catalyst may terminate this License immediately upon written notice to the Member. Upon termination by Catalyst, the Member agrees to vacate the Licensed Area immediately in accordance with this License and to leave the Licensed Area in as good a condition as it was in on the Commencement Date.
  13. TRANSFER: This License is with the Member and is expressly subject to the condition that it not be transferred or assigned, nor will the Licensed Area (or any part of the Licensed Area) be occupied by any party other than the Member.
  14. ACCESS: Member shall have access to Catalyst twenty-four (24) hours per day, seven (7) days a week unless otherwise notified in writing by Catalyst. Catalyst shall be entitled to access the Member Area and surrounding area at any time during the License Term, for viewing, measuring and inspecting same with forty-eight (48) hours prior notice. Any party accessing the Member Area and surrounding area pursuant to this section shall take reasonable care not to disturb the operation of the Member therein and shall comply with the Member’s reasonable requests intended to reduce the potential disruption.
  15. ENTIRE AGREEMENT: There are no provisions or understandings concerning this License which are not included in writing in this agreement.
  16. NOTICE: Notices, demands, requests or other instruments under this agreement may only be given if delivered in person or by pre-paid courier sent to (i) Catalyst at 137 Glasgow Street, Kitchener, Ontario, Unit 210, or (ii) Member at the Member Area.
  17. NOT A LEASE: Nothing contained in this agreement, or because of any acts of the parties hereto, will be deemed to create any relationship between the parties other than that of Licensor and Member.
  18. ENUREMENT: This agreement shall enure to the benefit of and be binding upon the parties hereto and the successors and assigns of Catalyst.
  19. AGENCY: Any and all exculpatory provisions, releases and indemnities included in this License for the benefit of the Landlord are intended also to benefit the Mortgagees, any owner or lessor with an interest in the Building prior to the Landlord and property managers of the Landlord and the officers, directors, shareholders, employees, agents of each one of them and, for the purposes of such provisions, Catalyst is acting as agent or trustee on behalf of and for the benefit of the persons mentioned above.

 

SCHEDULE “A”
RULES AND REGULATIONS

The Member shall comply and cause every person over whom it has control to comply with these Rules and Regulations. Catalyst and/or the Landlord shall have the right from time to time to make amendments, deletions and additions to these Rules and Regulations. If the Rules and Regulations conflict with any other provisions of the License or the Lease, the Lease shall govern. Catalyst shall not be responsible to the Member for failure of any Person to comply with these Rules and Regulations. The Rules and Regulations may differentiate between different types of Members, different parts of the Premises or otherwise.

  1. Security and Safety
    1. Catalyst may from time to time adopt appropriate systems and procedures for the security and safety of the Premises and the Members and occupants and contents thereof, and the Member shall comply with Catalyst’s reasonable requirements in respect of such systems and procedures.
    2. The Member shall participate in fire drills and evacuations of the Building as directed by Catalyst and/or the Landlord. In the event of an emergency, the Member shall vacate the Building if Catalyst, the Landlord or any public authority so directs in the manner prescribed by Catalyst, the Landlord or such public authority.
    3. The Member shall not keep any inflammable oils or other inflammable, dangerous, corrosive or explosive materials in the Premises or the Building, save and except for incidental amounts used in the Member’s business operations and kept and used in accordance with all Applicable Laws.
  2. Use of Premises
    1. The Member shall not use or permit the any part of the Premises to be used for residential, lodging or sleeping purposes, or for the storage of personal effects or articles not required for business purposes.
    2. The Member shall not cook or heat any foods or liquids (other than the heating of food in microwave ovens or the heating of water or coffee in coffee makers or kettles) in the Premises without the written consent of Catalyst, and shall not permit on the Premises the use of equipment for dispensing food or beverages or for the preparation, solicitation of orders for, sale, serving or distribution of food or beverages.
    3. Only persons approved from time to time by Catalyst may solicit orders for, sell, serve or distribute foods or beverages in the Building or use the entrances or corridors for any such purpose.
  3. Operation of Premises
    1. The Member shall place all refuse and recyclables in the receptacles provided by Catalyst for the Building and shall otherwise keep the Lands and the Building and the sidewalks and driveways outside the Building free of all refuse.
    2. The Member shall participate in all Building recycling; energy reduction and water conservation programs as may be determined by Catalyst or the Landlord from time to time.
    3. The Member shall neither obstruct nor use the entrances, passages, escalators and staircases of the Building or the sidewalks and driveways outside the Building for any purpose other than ingress to and egress from the Premises and the Building.
  4. Repair, Maintenance, Alterations and Improvements
    The Member shall at its sole cost manage, maintain, operate and repair the Exclusive Area, all equipment located therein and all leasehold improvements in good order and condition. The Member may not alter the fixtures and improvements in or serving the Premises without the prior written consent to Catalyst and the Landlord and shall not be unreasonably withheld or delayed, and otherwise subject to the terms and conditions of the Lease applicable thereto, which include without limitation the provision of professionally prepared working drawings, compatibility with the Tenant Construction Manual, payment of the Landlord’s fees, for which Catalyst agrees to covered any amounts charged by the Landlord in excess of Five Hundred Dollars ($500.00), in respect of reviewing, approving, and (depending on the nature of the work) carrying-out portions of the Lease, including without limitation those relating to WSIB, insurance, and labelling of telecom cabling.
  5. Deliveries
    The Member shall not make or receive any deliveries from or to the Premises except through the entrances and corridors and at the times designated by the Landlord or Catalyst.

    1. Movement of Articles
      Any furniture or equipment being moved in or out of the Premises by the Member shall be moved through the entrances and corridors and at the times designated by the Landlord. All appliances used to move articles in or out of the Premises shall be equipped with rubber tires, slide guards and any other safeguards required by the Landlord.
    2. The Member shall not place in or move about the Premises any heavy machinery or equipment or anything liable to injure or destroy any part of the Premises or the Building without the prior written consent of Catalyst.
  6. Windows
    The Member shall not install curtains, blinds or other window coverings without the prior written consent of the Landlord, consent shall not be unreasonably withheld or delayed. Window coverings that are installed by the Member shall comply with any uniform scheme of the Building. If the Building has operable windows, the Member will keep such windows closed during any smog alert days.
  7. Washrooms and Water Fixtures
    The Member shall be permitted to use those washrooms on the floor of the Building on which the Premises are situated or, in lieu thereof, those washrooms designated by the Landlord from time to time. The Member shall not use the washrooms or other water fixtures for any purposes other than those for which they were intended, and no sweepings, rubbish, rags, ashes or other substances shall be thrown into them.
  8. Locks and Security Systems
    Catalyst may from time to time install and change locks and/or security systems on entrances to the Exclusive Area, Dedicated Desk area and Hot Desk area. The Member shall be supplied with a reasonable number of keys or other entry devices for each installation. Any additional keys or entry devices required by the Member must be obtained from Catalyst at the Member’s expense. The Member shall not place or cause to be placed any additional locks or security systems on entrances to the Exclusive Area without the prior written consent of Catalyst. At the end of the Term, the Member shall return to Catalyst all keys and other entry devices for the Exclusive Area, Dedicated Desk area and Hot Desk area and the Building which are in the possession of the Member. If without Licensor’s consent, Member installs lock(s) on the Exclusive Area the Member shall indemnify Licensor against any expense because of forced entry thereto which may be required in an emergency, and (b) Licensor’s may at any time remove such lock(s) at Member’s expense.
  9. Bicycles and Vehicles
    The Member shall not bring any bicycles or other vehicles within any part of the Lands or Building except in such area or areas designated by the Landlord from time to time.
  10. Living Creatures
    The Member shall not bring any living creatures (except dogs assisting the disabled), including without limitation: reptiles, insects, birds or fish within any part of the Lands or Building without the consent of Catalyst.
  11. Antennae, Satellite Dish
    The Member shall not install any radio or television antenna or satellite dish on any part of the Lands or Building without the prior written consent of Catalyst.
  12. Smoking
    The Member shall not permit smoking in any part of the Building, including the Exclusive Area, Dedicated Desk area and Hot Desk area.
  13. Canvassing, Soliciting and Peddling
    Canvassing, soliciting and peddling in or about the Lands and Building are prohibited.
  14. Employees, Agents and Invitees
    In these Rules and Regulations, “Member” includes the employees, agents, invitees and Members of the Member and others permitted by the Member to use or occupy the Premises.
  15. Health Screening
    Catalyst shall be entitled, during such time as there is a Health Emergency or a Health Emergency Plan is in effect, to require all occupants to comply with reasonable measures imposed in respect thereof by Catalyst, including health screening, the use of hand washing and other sanitation products directly related to the management of the health threat, attendance at mandatory training sessions, and the use of additional protective clothing by all occupants, invitees and Members such as protective barriers, gloves and masks.
  16. Access During Health Emergency
    During a Health Emergency, Catalyst shall also be entitled to specify specific modes of ingress and egress from and to the Building for Members generally, or for specific Members, occupants or invitees who may have a heightened risk of either exposure to a health threat or a heightened risk of transfer of unhealthy condition to other Members, invitees or visitors in the Building.
  17. Disclosure by Member
    The Member shall immediately upon becoming aware of same, inform Catalyst of any outbreak of an infectious disease amongst its employees where such outbreak may impact the health and/or safety of other Members in the Building or lead to a Health Emergency.
  18. Health Emergency Drills
    The Member shall participate in any Health Emergency drill that Catalyst shall choose to implement acting reasonably, in preparation for a Health Emergency.
  19. Telecommunications
    The Landlord shall incur no expense or liability whatsoever with respect to any aspect of the provision of telecommunication services, including, without limitation, the cost of installation, service, materials, repairs, maintenance, interruption or loss of telecommunication service.
  20. Compliance with Law
    The Member shall use and occupy the Premises in compliance with all Applicable Laws and in a safe, careful and proper manner. It is the Member’s responsibility to ensure that its use from time to time is permitted by all Applicable Laws.
  21. Nuisance
    The Member shall not cause or allow any act or thing which constitutes a nuisance, or which is offensive to or which constitutes a health hazard to the Landlord or other occupants of the Building or which interferes with the operation of any Building Systems or with the computer equipment, telecommunication equipment or other technological equipment of the Landlord, any service providers or other occupants of the Building. The Member shall keep the Exclusive Area, Dedicated Desk area and Hot Desk area free of debris and other items that might attract rodents or vermin and free of anything of a dangerous, noxious or offensive nature or which could create a fire, environmental, health or other hazard (including any electromagnetic fields or other forms of radiation) or undue vibration, heat or noise.