CIC Service Agreement Exhibit A

This Exhibit A lists the individual services, conditions, Licensors, Landlords, insurance requirements including required Additional Insureds, and other details for each CIC location, and is incorporated into your Service Agreement by reference. The only sections that apply to you are those that pertain to the specific location(s) in which you operate.


CIC Rotterdam

Address:

Groot Handelsgebouw, Stationsplein 45, Unit A4.004, 3013 AK Rotterdam, The Netherlands

Licensor:

CIC NL Operations B.V.

Landlord:

Groothandelsgebouwen N.V.

Insurance Requirements:

Client agrees to maintain adequate liability insurance (aansprakelijkheidsverzekering). Client shall provide a copy of the policy to CIC at its request.

Building Details:

The building is accessible 24/7 and HVAC is available 24/7.

For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 1952.
  •  The building is 8 floors.
  •  Construction type is cast-in-place concrete frame with glass.
  •  Hardwired smoke detectors throughout the building.
  •  Firehoses and extinguishers throughout the building.
  •  Security desk in the lobby is the central station for all alarms and staffed 24/7.

Emergency Procedures

A copy of the building’s emergency procedures is available at: https://cic.com/rotterdam-emergency-procedures

Accepted Payment Methods:

Automatic bank debit, wire transfer, and electronic bank transfer.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

1. Covered Disputes: Covered Disputes shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of one arbitrator and shall make its decision in accordance with the rules of law (regelen des rechts). The place of arbitration shall be Rotterdam, The Netherlands. The arbitral proceeding shall be conducted in the English language.

Overview of Offerings – CIC Rotterdam

Office Workspace

CIC’s offering includes flexible, expandable office space configured for use by companies of all shapes and sizes. We provide access control using electronic keys and recorded video. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk and adjustable office chair. Additional furniture such as locking file storage pedestals, whiteboards, or shelving is available in most instances at no extra charge. Clients without dedicated space will have access to shared work areas.

Guest Reception

All dedicated space offerings as well as coworking include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed internet connection for office use. CIC holds its own KPN-assigned IP address block. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Phone Services

Each individual with dedicated space can request a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included on an unmetered basis (you will not be billed for your domestic calls). Our phone system provides computerized voice-mail with local and remote access. International calls carry a separate charge. This service is not provided for coworking clients. All clients are welcome to use free VOIP services such as Skype.

Mail Services

All dedicated space and coworking offerings include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color commercial-grade printers/copiers for typical office use. For non-coworking clients, a private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of well-appointed conference rooms with TV screens as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms and phone booths are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details.

Kitchen Services

CIC has fully stocked kitchens, which often include fruits, soft drinks, and other snacks and cold beverages. CIC also stocks a full selection of teas and a high-end by-the-cup coffee brewing system. This service is included in your service fee and fair consumption is on the honor system.

Massage Therapy

CIC maintains a massage therapy room and has a relationship with independent professional massage therapists who come in on a regular basis. CIC provides use of the massage room without charge. All fees for massage go solely to the therapist, and are not billed through CIC. Use of this service is at client discretion, and CIC is not liable.

Shower Rooms

CIC has two shower rooms available to clients on a first come first served basis. The shower rooms are stocked with toiletries.

Nursing Room

The nursing room offers a small fridge, sink, comfortable seating, soft light, and a lockable door. It can be booked via a web-based booking tool.

Game Room

CIC offers a game room for everyone’s leisure time. The room includes soft seating, a ping-pong table, Xbox or Playstation setup, and board games.

Venture Café

The Venture Café is a community networking event hosted by the Venture Café Foundation, most Thursdays from 3:00pm-8:00pm. With its “pay it forward” Contributor Model, the Venture Café Foundation was established to bring together members of the local entrepreneurial and innovation community. CIC clients receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at www.cicfaq.com/facilities-and- benefits-rotterdam.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC Miami

Address:

1951 NW 7th Avenue, Miami, FL 33136

Licensor:

CIC Miami, LLC

Landlord:

Wexford Miami, LLC

Insurance Requirements:

Coverages & Limits:

With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additionally, any Client that stores, handles, transports, generates, or treats hazardous materials on site, or uses or occupies any workspace deemed to be a laboratory by CIC, must have the following coverages and limits:

(a) Pollution and environmental liability insurance covering the environmental risks of Client’s business with limits of not less than One Million Dollars ($1,000,000) per incident and not less than Two Million Dollars ($2,000,000) in the aggregate, with respect to environmental contamination and pollution of the Premises caused by Client or its employees, contractors, invitees, or guests. Such environmental coverage shall include bodily injury, sickness, disease, death or mental anguish or shock sustained by any person; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; and defense costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water.

Additional Insureds:

Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC Miami, LLC; CIC University Projects, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; Ventas Life Sciences, LLC; Wexford Miami, LLC; University of Miami; 7th Avenue Market, LLC; Wexford; Wexford Development, LLC; Wexford Science & Technology, LLC; Wexford Equities, LLC; Wexford Asset Management, LLC; BioMed Realty, L.P.; BioMed Realty Trust, Inc.; Cushman & Wakefield U.S., Inc.; Taylor and Mathis of Florida, LLC; Venture Cafe Foundation, Inc.; Venture Cafe Miami, Inc.; Venture Cafe MIA, Inc.; CIC Venture Cafe Global Institute, Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI): To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance.”Certificate Holder:

The Certificate Holder should be as follows:

CIC Miami, LLC 1951 NW 7th Avenue – 3rd Floor Miami, FL 33136

COI Delivery & Sample:

Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.

Building Details:

The building is accessible 24/7. HVAC services are available from 8am to 8pm Monday through Friday and from 8am to 1pm on Saturday. Outside of these hours, HVAC will be kept at levels that allow for reasonably comfortable occupancy of the premises. For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 2011.
  •  The building is 6 floors.
  •  Construction type is cast-in-place concrete frame with glass, curtain wall, metal panel, and stucco façade.
  •  Hardwired smoke detectors throughout the building.
  •  Sprinkler system is an auto/wet system throughout the building, 750 GPM fire pump located in the chiller room.
  •  Security desk in the lobby is the central station for all alarms.

Emergency Procedures:

A copy of the building’s emergency procedures is available at http://www.cicfaq.com/s/UMLSTP-Emergency-Procedures-3.pdf

Accepted Payment Methods:

ACH auto-debit, corporate or personal check, wire transfer, and ACH credit. ACH auto-debit is required for the coworking offering.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

  1. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.
  2. Reporting: From time to time, CIC may request questionnaires to be completed in regards to Client’s activities within the Premises. Client agrees to use best efforts to complete any such questionnaires in a timely manner.
  3. Rules and Regulations: Nothing in these rules and regulations (the “Rules and Regulations”) shall supplant any provision of the Agreement. In the event of a conflict or inconsistency between these Rules and Regulations and the Agreement, the Rules and Regulations shall prevail. The building the Premises is located within is referred to herein as the “Building”. The Rules and Regulations are as follows:
    1. Except as specifically provided in the Agreement to which these Rules and Regulations are attached, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside of the Premises or Building without CIC’s prior written consent. CIC and Landlord shall have the right to remove, at Client’s sole cost and expense and without notice, any sign installed or displayed in violation of this rule.
    2. If CIC or Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises or placed on any windowsill, which window, door or windowsill is (a) visible from the exterior of the Premises and (b) not included in plans approved by CIC and Landlord, then Client shall promptly remove said curtains, blinds, shades, screens or hanging plants or other similar objects at its sole cost and expense.
    3. Client shall not obstruct any sidewalks or entrances to the Premises or Building, or any halls, passages, exits, entrances or stairways within the Premises or Building, in any case that are required to be kept clear for health and safety reasons.
    4. No deliveries shall be made that impede or interfere with other clients or Building tenants in, or the operation of, the Building.
    5. Client shall not place a load upon any floor of the Premises or Building that exceeds the load per square foot that (a) such floor was designed to carry or (b) is allowed by applicable laws. Fixtures and equipment that cause noises or vibrations that may be transmitted to the structure of the Building to such a degree as to be objectionable to other clients or Building tenants shall be placed and maintained by Client, at Client’s sole cost and expense, on vibration eliminators or other devices sufficient to eliminate such noises and vibrations to levels reasonably acceptable to CIC, Landlord, and other clients or Building tenants.
    6. Client shall not use any method of heating or air conditioning other than that shown in plans approved by CIC and Landlord.
    7. Client shall not install any radio, television or other antenna, cell or other communications equipment, or any other devices on the roof or exterior walls of the Premises or Building except to the extent shown on plans approved by CIC and Landlord. Client shall not interfere with radio, television or other communications from or in the Premises or Building or elsewhere.
    8. Canvassing, peddling, soliciting and distributing handbills or any other written material within, on or around the Building are prohibited, and Client shall cooperate to prevent such activities.
    9. Client shall store all of its trash, garbage and Hazardous Materials (as defined below) within the Premises in the designated receptacles. Client shall not place in any such receptacle any material that cannot be disposed of in the ordinary and customary manner of trash, garbage and Hazardous Materials disposal.
    10. The Premises shall not be used for any improper, immoral or objectionable purpose. No cooking shall be done or permitted within the Premises without the prior written consent of CIC.
    11. Client shall not, without CIC’s prior written consent, use the name of the Premises or Building, if any, in connection with or in promoting or advertising Client’s business except as Client’s address.
    12. Client shall comply with all safety, fire protection and evacuation procedures and regulations established by CIC, Landlord, or any governmental authority.
    13. Client assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage, which responsibility includes keeping doors locked and other means of entry to the Premises closed.
    14. CIC may waive any one or more of these Rules and Regulations for the benefit of Client or any other party, but no such waiver by CIC shall be construed as a waiver of such Rules and Regulations in favor of Client or any other such party, nor prevent CIC from thereafter enforcing any such Rules and Regulations against any or all of the clients, including Client.
    15. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of the Agreement.
    16. CIC reserves the right to make such other and reasonable rules and regulations as, in its judgment, may from time to time be needed for safety and security, the care and cleanliness of the Premises and Building, or the preservation of good order therein; provided, however, that CIC shall provide written notice (email being sufficient) to Client of such rules and regulations prior to them taking effect. Client agrees to abide by these Rules and Regulations and any additional rules and regulations issued or adopted by CIC or Landlord.
    17. Client shall be responsible for the observance of these Rules and Regulations by its agents, employees, invitees, contractors, licensees, guests, or assignees (individually and collectively referred to as “Client Party” or “Client Parties” herein).
  4. Compliance with Laws; Liens: Client shall at all times in its use of the Premises and as related to this Agreement observe and comply with all applicable laws. Client shall obtain all permits and licenses for the operation of its business at the Premises or its use or occupancy of the Premises and shall comply with all current and future rules and regulations of the Premises and Building. Client shall not harm the Premises or Building, commit any waste, create a nuisance or make any use of the Premises that is offensive, or act or fail to act in any manner that could result in injury or harm to any person in or about the Premises or Building. Client shall keep the Premises free and clear of any mechanics’ liens and other liens. Nothing in this Agreement shall be construed as consent on the part of CIC to subject the Premises to any lien or liability under the lien laws of the state in which the Premises are located.
  5. Additional Indemnification and Liability Requirements: Client’s responsibility to indemnify and hold harmless under the Agreement includes the responsibility to indemnify CIC, the Licensors, affiliates of CIC or Licensors, and their respective officers, employees, agents, contractors, Landlords, Related Parties, other clients and property manager (collectively, the “Indemnified Parties”) from all claims, liability, losses or damages except those resulting from the Indemnified Parties’ sole negligence
  6. Permitted Use:
    1. Client shall use the Premises in accordance with the Permitted Use (as defined below) and shall not use the Premises orpermit the Premises to be used for any other purpose without CIC’s prior written consent, which CIC may withhold in its sole and absolute discretion.
    2. Subject to the Restricted Uses (as defined below) and other terms and provisions set forth herein, the Permitted Use isdefined as general office and laboratory use. Client’s use shall be in conformity with all federal, state, municipal and local laws, codes, ordinances, rules and regulations of governmental authorities, committees, associations, or other regulatory committees, agencies or governing bodies having jurisdiction over the Premises, Building, CIC, or Landlord, including both statutory and common law, and hazardous waste rules and regulations.
    3. The “Restricted Uses” are any uses which are not permitted within the Premises and Building. Client shall not use, or permit to be used, any portion of the Premises for the following Restricted Uses and other restrictions set forth herein:
      1. Phase 1-4 clinical research trials (including, without limitation, any inpatient, extended overnight stays);
      2. A brain bank or tissue bank for the harvesting, storage, distribution and processing of brain or human tissue;
      3. A transplant laboratory for transplant related laboratory cases;
      4. Cancer Clinical Care, as defined herein. “Cancer Clinical Care” means a cancer patient care facility and/or the administration of chemotherapy and radiation therapy, except that Cancer Clinical Care shall exclude the following: (a) proton beam radiation and services ancillary thereto, such as imaging for treatment planning purposes, and cancer related research and development;
      5. A business that derives more than ten percent (10%) of its revenues of its operations in the Building from renal dialysis, renal dialysis home training, or any aphaeresis services;
      6. Any trade or business consisting of the operation, whether primary or an accessory use, of (a) a shooting gallery, (b) an adult bookstore or facility selling or displaying adult or pornographic books, literature or videos, (c) an establishment offering bingo or similar games of chance, (d) a video game or amusement arcade, (e) a private or commercial golf course, (f) a country club, (g) a massage parlor, (h) a hot tub facility, (i) a suntan facility, (j) an establishment that sells or serves pizza or freshly made submarine sandwiches as its primary business, (k) a racetrack, (l) any facility used for gambling, (m) any residential use, (n) any store the principal business of which is the sale of alcoholic beverages for consumption off-premises, (o) drug or addiction treatment centers or clinics, (p) parole or probation offices (q) the sale of marijuana or products using marijuana or similar drugs that are illegal to manufacture or distribute or sell; or (r) any other trade, business, or activity prohibited to be carried on by Section 45D of the Internal Revenue Code of 1986, including any regulations, rulings, amendments, explanations issued to implement, explain, clarify or define provisions of such, or any other guidance published by the IRS;
      7. All other uses that are expressly prohibited by this Agreement.
    4. Client acknowledges that CIC or Landlord may impose future Restricted Uses on the Premises. CIC will use reasonable efforts to give Client not less than twenty five (25) days advance written notice (email being sufficient) in reasonable detail of any future Restricted Use, provided that no future Restricted Use will preclude Client from using the Premises for the Permitted Use. Client shall not be bound by any Restricted Uses not contained herein until such time as Client has received a true and accurate copy of the provisions that describe the relevant restriction from CIC.

 

IF AT ANY TIME CLIENT STORES, HANDLES, TRANSPORTS, GENERATES, OR TREATS HAZARDOUS MATERIALS ON OR ABOUT THE PREMISES, BUILDING, OR ANY PORTION THEREOF, OR USES OR OCCUPIES ANY WORKSPACE DEEMED TO BE A LABORATORY BY CIC, THEN THE FOLLOWING SECTIONS #7 HAZARDOUS MATERIALS, #8 ADDITIONAL TERMINATION PROVISIONS, AND #9 GENERAL LABORATORY GUIDELINES, SHALL APPLY

7. Hazardous Materials: Client and CIC acknowledge that in connection with Client’s business on or about the Premises, Client may store, use, or dispose of “Hazardous Materials”, defined as the following: any substances, pollutants, or other contaminants on or about the Premises which would or could be deemed or determined to be a “hazardous substance”, “hazardous waste”, or “hazardous material” under any federal, state or local statute, law, ordinance or regulation now or hereafter in effect, including but not limited to (a) any toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous substance, material, or waste that is or becomes regulated by applicable laws or any governmental authority, and/or (b) any (i) “chemotherapeutic waste”, “infectious waste” or “medical waste” as may now or hereafter be defined by any future law, statute, order, ordinance or regulation, (ii) “radioactive waste” as may now or hereafter be defined by any future law, statute, order, ordinance or regulation, (iii) human corpses, remains and anatomical parts that are donated and used for scientific or medical education, research or treatment, (iv) body fluids or biological waste which are being stored at a laboratory prior to laboratory testing, and/or (v) similar laboratory wastes and materials (the items described in clauses (i) through (v) individually and collectively are defined as “Regulated Waste”). Client’s storage, use, transport, and/or disposition of Hazardous Materials and Regulated Wastes in the Premises is a “Regulated Activity”. Client is solely responsible for obtaining, at Client’s expense, any and all governmental permits or approvals (“Permits”) required to perform any Regulated Activity, and Client shall comply in all respects with all terms and conditions of such Permits. Furthermore, such Regulated Activities shall be conducted in accordance with standards which are observed by reputable and prudent owners, operators and managers of similar business and in compliance with all applicable laws in all respects. Under no circumstances shall Client be permitted under this Agreement to accept at the Premises or Building for processing, treatment, storage, use, or disposal any radioactive, infectious or chemotherapeutic waste generated by any other entity or facility. Without limitation of any other obligations of Client under this Agreement, prior to the termination of the Agreement, Client shall remove (at Client’s sole cost and expense) any Hazardous Materials or Regulated Wastes stored on or in the Premises or Building and which are used in, or which result from the use or operation of, the Premises. Under no circumstances may any such Hazardous Materials or Regulated Wastes be discharged into the sanitary sewer system of the Premises or Building, nor may Client otherwise engage in the use or disposal of any Hazardous Materials or Regulated Wastes if such use or discharge would require a discharge permit or approval from any governmental authority having jurisdiction over the sanitary sewer discharges of the Premises or Building.

a.  The handling, transportation, generation, management, disposal, processing, treatment, storage and use by Client or any Client Party of Hazardous Materials and/or Regulated Waste in or about the Premises or Building shall be subject to any and all terms, rules, and regulations set forth in this Agreement and this Exhibit A and any and all additional rules and regulations promulgated by CIC or Landlord from time to time regarding the same or any aspect thereof (which rules and regulations may be amended, modified, deleted or added to from time to time by CIC or Landlord) (individually and collectively, the “Hazmat Rules”). Any amendments, modifications, deletions, or additions to the Hazmat Rules shall be effective upon Notice thereof to Client. All Hazmat Rules are effective upon execution of this Agreement, or Client’s first use of the Premises, whichever is earlier. Client and all Client Parties will cause all of its agents, employees, invitees, contractors, licensees, or assignees, or any others permitted by Client to occupy or enter the Premises or Building to at all times abide by the Hazmat Rules.

b.  Client shall indemnify, save, defend (at CIC’s option and with counsel reasonably acceptable to CIC) and hold CIC and the Related Parties (as defined in the Agreement) harmless from and against all claims, costs, and liabilities, including but not limited to reasonable attorneys’ fees and costs of litigation, incurred or arising from or as a result of or relating to (i) a release or threatened release of Hazardous Materials and/or Regulated Waste on or about, or a contamination of, the Premises or Building or any portion thereof, or any adjacent building, caused in whole or in part by Client or any Client Party and not caused by sole negligence of CIC and/or the Related Parties, (ii) a contamination of the Premises or Building or any portion thereof, or any adjacent property, at any time now or in the future (other than if such contamination results solely from a migration of Hazardous Materials from outside the Premises not caused by Client or any Client Party), (iii) a breach by Client or any Client Party of the covenants contained in this Agreement, (iv) Client’s or any Client Party’s handling, transportation, generation, management, disposal, processing, treatment, storage and/or use of Regulated Waste and/or Hazardous Materials, or (v) the presence of any Regulated Waste and/or Hazardous Materials at the Premises or Building not caused by the sole negligence of CIC and/or the Related Parties and not existing as of the execution of this Agreement. The foregoing indemnification by Client includes, without limitation, all costs incurred by or imposed upon CIC and/or any Related Party in connection with any judgments, damages, penalties, fines, liabilities or losses (including, without limitation, diminution in value of the Premises or Building or any portion thereof, damages for the loss or restriction on use of any space or of any amenity in or around the Premises or Building, damages arising from any adverse impact on marketing of space in the Premises or Building or any portion thereof, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) or in connection with the investigation of site conditions or any clean-up or remedial removal or restoration work required by any federal, state or local governmental agency or political subdivision at any time occurring as a result of the presence of any Hazardous Materials and/or Regulated Wastes in or around the Premises or Building or any portion thereof caused or permitted by Client or any Client Party.

c.  Without limiting the foregoing, if the presence of any Hazardous Materials in, on, under or about the Premises or Building, any portion thereof, or any adjacent property caused or permitted by Client or any Client Party results in any contamination of the Premises or Building, any portion thereof or any adjacent property, then Client shall promptly take all actions at its sole cost and expense as are necessary to return the Premises and/or Building, any portion thereof or any adjacent property to its respective condition existing prior to the time of such contamination, provided that written approval of such action from both CIC and the Landlord shall first be obtained, which approval shall not be unreasonably withheld; and provided, further, that it shall be reasonable for CIC and/or Landlord to withhold its consent if such actions could have a material adverse long- term or short-term effect on the Premises or Building, any portion thereof or any adjacent property. Client’s obligations under this section shall not be affected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Client under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation.

d.  CIC acknowledges that it is not the intent of this Agreement to prohibit Client from operating its business as permitted herein. Client may operate its business according to the custom of Client’s industry so long as the use or presence of Hazardous Materials is strictly and properly monitored in accordance with applicable laws and all terms herein. As a material inducement to CIC to allow Client to use Hazardous Materials in connection with its business, Client agrees to deliver to CIC the following items, collectively defined as the “Hazardous Materials Documents”: (a) a list identifying each type of Hazardous Material to be present at the Premises that is subject to regulation under any applicable environmental laws, (b) a list of any and all approvals or permits from governmental authorities required in connection with the presence of such Hazardous Material at the Premises and (c) correct and complete copies of (i) notices of violations of applicable laws related to Hazardous Materials received by Client, and (ii) plans relating to the installation of any storage tanks to be installed by Client or any Client Party in, on, under or about the Premises or Building (provided that installation of storage tanks shall only be permitted after CIC has given Client its prior written consent to do so, which consent CIC may withhold in its sole and absolute discretion) and closure plans or any other documents required by any and all governmental authorities for any storage tanks installed by Client or any Client Party in, on, under or about the Premises or Building for the closure of any such storage tanks. Client shall deliver to CIC updated Hazardous Materials Documents within fourteen (14) days after receipt of a written request therefor from CIC, not more often than once per year unless (a) there are any changes to the Hazardous Materials Documents or (b) Client changes its business in a way that involves any material change or increase in the types or amounts of Hazardous Materials. For each type of Hazardous Material listed, the Hazardous Materials Documents shall include (a) the chemical name, (b) the material state (e.g., solid, liquid, gas or cryogen), (c) the concentration, (d) the storage amount and storage condition (e.g., in cabinets or not in cabinets), (e) the use amount and use condition (e.g., open use or closed use), (f) the location (e.g., space name or number, or other identification) and (g) if known, the chemical abstract service number. Notwithstanding anything in this Agreement to the contrary, Client may redact information of a proprietary nature from the Hazardous Materials Documents prior to delivery to CIC. CIC may, at CIC’s expense, cause the Hazardous Materials Documents to be reviewed by a person or firm qualified to analyze Hazardous Materials to confirm compliance with the provisions of this Agreement and with all applicable laws. In the event that a review of the Hazardous Materials Documents indicates non-compliance with this Agreement or any applicable laws, Client shall, at its expense, immediately and diligently take steps to bring its storage and use of Hazardous Materials into compliance. Notwithstanding anything in this Agreement to the contrary or CIC’s review into Client’s Hazardous Materials Documents or use or disposal of Hazardous Materials, however, CIC shall not have and expressly disclaims any liability related to Client’s or any Client Party’s use or disposal of Hazardous Materials, it being acknowledged by Client that Client is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures.

e.  Client shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Premises or Building by Client or any Client Party in violation of any applicable laws. At any time, and from time to time, prior to the termination of the Agreement, if CIC has a reasonable basis to believe that Hazardous Materials are present in violation of any applicable laws or that contamination has occurred due to the acts or omissions of Client or a Client Party, or if so required by a lender or governmental authority, or otherwise desired by CIC, CIC shall have the right to conduct appropriate tests of the Premises or Building, or any portion thereof, to demonstrate that Hazardous Materials are present in violation of applicable laws by Client or a Client Party, or that contamination has occurred due to the acts or omissions of Client or a Client Party. Client shall pay all reasonable costs of such tests if such tests reveal that Hazardous Materials exist in, on, or around the Premises or Building in violation of this Agreement or any applicable laws.

f.  If underground or other storage tanks storing Hazardous Materials installed by Client are located within or around the Premises or Building, or are hereafter placed within the Premises by Client, then Client shall monitor such storage tanks, maintain appropriate records, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other steps necessary or required under all applicable laws.

g.  Client shall promptly report to CIC any actual or suspected presence of mold or water intrusion at the Premises.

h.  All of Client’s obligations relating to Hazardous Materials, Regulated Waste, and Regulated Activities shall survive any termination of the Agreement.

i.  Notwithstanding anything to the contrary in this Agreement, CIC shall have sole control over the equitable allocation of fire control areas (as defined in the International Building Code as adopted by the city or municipality(ies) in which the Premises is located (the “IBC”)) within the Premises or Building for the storage of Hazardous Materials. Notwithstanding anything to the contrary in this Agreement, the quantity of Hazardous Materials allowed within the Premises is specific to Client and shall not transfer to any other party. Notwithstanding anything in this Agreement to the contrary, CIC shall not have and expressly disclaims any liability related to Client’s or any Client Party’s use or disposal of fire control areas, it being acknowledged by Client that Client is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures.

j.  Except to the extent caused by the negligence of Client and/or Client Parties, CIC agrees to indemnify, defend and hold harmless Client and Client Parties from and against any and all claims resulting from any Hazardous Materials on, in or under the Premises or Building as of the execution date of this Agreement, unless placed at the Premises or Building by Client or a Client Party. Should any claim be made against Client or any Client Party, or an action or proceeding be brought against it as set forth herein, Client shall give CIC prompt written notice thereof, and CIC shall defend such action or proceeding by counsel selected by CIC. Provided that CIC or its insurance company is defending an action or proceeding in accordance with the terms herein, no Client or Client Party shall enter into any settlement discussions or settlement of such action or proceeding without the prior written approval of CIC, which approval shall be granted or denied within sixty (60) days of request therefor.

8. Additional Termination Provisions: At least fifteen (15) days prior to termination of this Agreement or Client’s surrender of any portion of their workspace within the Premises, Client shall provide CIC with (i) a facility decommissioning and Hazardous Materials closure plan for the Premises (“Exit Survey”) prepared by an independent third party reasonably acceptable to CIC, (ii) written evidence of all appropriate governmental releases obtained by Client in accordance with applicable laws, including laws pertaining to the surrender of the Premises, and (iii) proof that the Premises have been decommissioned in accordance with American National Standards Institute (“ANSI”) Publication Z9.11-2008 (entitled “Laboratory Decommissioning”) or any successor standards published by ANSI or any successor organization (or, if ANSI and its successor no longer exist, a similar entity publishing similar standards). In addition, Client agrees to remain responsible after the surrender of the Premises for the remediation of any recognized environmental conditions set forth in the Exit Survey and compliance with any recommendations set forth in the Exit Survey. Client’s obligations under this section shall survive any earlier termination of the Agreement.

9. General Laboratory Guidelines: The followings are preliminary general guidelines set by CIC for the operation of laboratory space within the Premises. CIC reserves the right to change, amend, add, or delete any part or the whole of these guidelines at any time. Specific guidelines regarding chemical, biological, lab and radiation safety are the responsibility of the Client. Client must obtain and keep current all necessary permits and licenses from the appropriate governmental authorities.

  1. Acid Disposal: All acid solutions must be disposed only through the designated acid disposal sink in the lab. Absolutely do not pour acid solution in other sinks located in your laboratory or any other sinks in the common labs. An acid/base neutralizer kit (such as baking soda) should be used to clean up small acid or base spills.
  2. Deliveries: A representative of the Client must be present to accept and sign for incoming packages. Delivered packages should not be left in common areas. All deliveries of Hazardous Materials and Regulated Waste must be coordinated with CIC and building management.
  3. Dry Ice: Dry ice should not be poured in the sinks as this will cause the sinks to crack. Dry ice also should not be kept in the cold room or any other room with limited air circulation.
  4. Flammables: Flammable substances must be stored in a “flammables cabinet” at all times when not in use. Spills involving flammable or noxious materials should be isolated as quickly as possible. Areas adjacent to affected areas should be notified and evacuated if necessary. CIC and building management should be notified immediately.
  5. Glass and Sharp Disposals: Broken glass, Pasteur pipettes and sharps must be disposed of in clearly marked containers and not in the regular trash in order to avoid accidents to waste handlers. It is Client’s responsibility to contract for Glass and Sharp Disposal.
  6. Health and Safety Officer: Each Client occupying a lab must develop a health and safety manual and designate a Health and Safety Officer. The Health and Safety Officer will be responsible for training their employees and be accountable for maintaining the safety of all personnel, employees and non-employees of the Client, which could be affected by the work of the Client. The name of the Health and Safety Officer should be reported to CIC and building management when newly designated or when replaced. Material safety data sheets (MSDS) of chemicals and compounds should be kept in a binder in alphabetical order. The binder should be kept in the same designated space at all times. A second copy of the MSDS binder must be delivered to CIC and building management and kept current at all times.
  7. Radiation Safety: Client is responsible for obtaining a license from the NRC to carry out work with radioisotopes. The use of radioisotopes and compliance with all the rules and guidelines set by the NRC and the State of Florida are the sole responsibility of Client. Upon vacating the Premises or termination of the Agreement, whichever is earlier, Client must remove all radioisotopes as well as radioactive waste from the laboratory and provide CIC with a “laboratory space decommission statement” from the NRC.
  8. Safety Showers: Safety showers are designed to be activated in the case of an emergency, and will dispense a large volume of water very quickly after being activated. Water from the safety shower will continue to flow automatically until the shower handle is pushed back to deactivate the water flow. In the event of shower activation, an absorbent material should be used to remove excess water. CIC and building management must be notified immediately after any Safety Shower activation.
  9. Waste Disposal: Disposal of biohazard waste, chemicals, glassware and sharps are the sole responsibility and liability of the Client. CIC assumes no liability in ensuring their proper disposal.
  10. Water Spills: In the event of water spills or overflows, an absorbent material should be used to rapidly remove excess water in order to prevent leakage to other floors. CIC and building management must be notified immediately after any water spill or overflow.

Overview of Offerings – CIC Miami

Office Workspace

CIC’s offering includes flexible office space configured for use by growing companies. All normal office utilities and services, such as electricity, HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis.

Lab Workspace

CIC also offers lab space. All normal office utilities and services, such as electricity, HVAC, trash pick-up, light floor sweep, etc. are included. Clients are responsible for adhering to all rules, regulations, and requirements pertaining to lab space as described in the Agreement and this Exhibit A.

Office Furniture

Furniture such as desks, adjustable office chairs, file storage, and whiteboards are available in most instances. Clients without dedicated space will have access to shared work areas.

Mail Services

All space offerings include a mail folder and mail services. Each client is responsible for filling out the Application for Delivery of Mail Through Agent form.

Internet

Each individual is provided with access to a shared WiFi network. Other internet services are subject to availability.

Guest Reception

All space offerings include guest reception services to greet guests for Clients.

Copier, Printer & Fax

Service includes unmetered use of color printers, copiers and fax machines for typical office use. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of well-appointed conference rooms, as well as unmetered use of Polycom speakerphones. Conference rooms and phone booths are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details.

Kitchen Services

Clients will be able to enjoy fresh fruit and a selection of soda, coffees, and teas. Fair consumption is on the honor system.

Shower Rooms

CIC has two shower rooms available to clients on a first come first served basis.

Nursing Room

Nursing rooms can be booked via a web-based booking tool. Each room offers soft light, comfortable seating, a private fridge, and a lockable door. While these rooms are available for other bookings, nursing bookings take precedence.

Game Room

CIC offers clients shared access to ping pong tables and a variety of gaming systems. These are available on a first-come, first-serve basis.

Venture Café

The Venture Café is a community networking event hosted by the Venture Café Foundation, most Thursdays from 3:00pm-8:00pm. With its “pay it forward” Contributor Model, the Venture Café Foundation was established to bring together members of the local entrepreneurial and innovation community. CIC clients receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at cic.us/benefits.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC Boston

Address:

50 Milk Street, Boston, MA 02109

Licensors:

CIC 50 Milk, LLC

Landlord:

Ponte Gadea Boston, LLC

Insurance Requirements:

Coverages & Limits:

With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additional Insureds:

Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC 50 Milk, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; Ponte Gadea Boston, LLC; Ponte Gadea Florida; CB Richard Ellis-N.E. Partners, LP; Hub for Change, LLC d/b/a Impact Hub Boston; Venture Cafe Foundation, Inc.; CIC Venture Cafe Global Institute Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI):

To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance.”

Certificate Holder: The Certificate Holder should be as follows:

CIC Innovation Communities, LLC, 1 Broadway

14th floor Cambridge, MA 02142

COI Delivery & Sample:

Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.

Building Details:

The building provides HVAC services from 8am to 7pm during business days, and from 8am to 1pm on Saturday. At other times, the building can provide HVAC services by request at the building’s current per-hour. Please be aware that it can get very warm in the building on hot summer weekends if cooling is not requested.For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 1980.
  •  The structure is steel girder, concrete slab floors, granite façade with aluminum framed windows.
  •  The main roof was redone around 2002; the penthouse roof was installed circa 1984.
  •  Cooling towers, main air handlers and HVAC pumps were newly installed in 2014.
  •  Fire alarm system headend was upgraded in 2014.

Emergency Procedures:

A copy of the building’s emergency procedures is available at http://www.cicfaq.com/emergencies-boston/

Accepted Payment Methods:

ACH auto-debit, corporate or personal check, wire transfer, and ACH credit. ACH auto-debit is required for the coworking offering.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location

1. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association(“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

 

Overview of Offerings – CIC Boston

Office Workspace

The CIC offering includes flexible, expandable office space configured for use by companies of all shapes and sizes. We provide access control using electronic keys. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis. Clients choosing the FlexSpace offering may have limitations on the numbers of hours they can access CIC.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients without dedicated space will have access to shared work areas.

Guest Reception

All dedicated space offerings, as well as coworking and FlexSpace, include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed wired internet connection for office use, as well as WiFi. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Phone Services

Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included on an unmetered basis (you will not be billed for your domestic phone calls). Our phone system provides computerized voice-mail with local and remote access. International calls carry a separate charge. You are welcome to use free VOIP services such as Skype.

Mail Services

All dedicated space offerings, as well as coworking and FlexSpace, include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. A private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of well-appointed conference rooms with data projectors or projection screens as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms and phone booths are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details.

Kitchen Services

CIC has fully stocked kitchens, which often include yogurts, fruits, soft drinks, and other snacks and cold beverages. CIC also stocks a full selection of gourmet coffees and a high-end by-the-cup coffee brewing system. This service is included in your service fee and fair consumption is on the honor system.

Massage Therapy

CIC maintains a massage therapy room and has a relationship with independent professional massage therapists who come in on a regular basis. CIC provides use of the massage room without charge. All fees for massage go solely to the therapist, and are not billed through CIC. Use of this service is at client discretion, and CIC is not liable.

Shower Rooms

CIC has several shower rooms available to clients on a first come first served basis. The shower rooms are stocked with towels and toiletries.

Nursing Room

Nursing rooms can be booked via a web-based booking tool. Each room offers soft light, comfortable seating, a private fridge, and a lockable door. While these rooms are available for other bookings, nursing bookings take precedence.

On-site Fitness Center

CIC Boston has a small, yet exclusive in-building Fitness Center on the 5th floor. Features includea variety of aerobic and weight training equipment and machines, including free weights, benches, treadmills, exercise bikes, steppers, and more. In addition, there are a handful of lockers to use while you work out, and five spacious shower rooms. Membership is $10/month. Additional information and the link to register can be found at boston.cic.us/gym.

Venture Café

The Venture Café is a community networking event held most Thursdays at CIC Cambridge – One Broadway from 3:00pm-8:00pm and hosted by the nonprofit Venture Café Foundation. With its “pay it forward” Contributor Model, Venture Cafe is hosted at CIC to bring together members of the local entrepreneurial and innovation community. Clients of CIC receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include guest speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Fab@CIC

Fab@CIC is a digital fabrication cafe and community within CIC Boston with equipment such as 3D printers, laser cutters, and more available for use. CIC clients can sign up for a Fab@CIC CIC Membership for an additional monthly per-person fee. Access for Fab@CIC CIC Membership is available on a 24 x 7 x 365 basis. CIC clients who have Fab@CIC Community Membership have limited access to Fab@CIC during Render Cafe's hours of operation (currently 7:00am-7:00pm Monday through Friday) except when there are private events in the space. Most Fab@CIC events, trainings, and workshops are open to the public.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at cic.us/benefits.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC Cambridge Campus

Address:

One Broadway, Cambridge, MA 02142 and 101 Main Street, Cambridge, MA 02142

Licensors:

CIC One Broadway, LLC (Licensor at One Broadway) and 101 Main CIC, LLC (Licensor at 101 Main St.)

Landlords:

MIT One Broadway, LLC (Landlord at One Broadway) and RREEF America REIT II Corp. PPP (Landlord at 101 Main St.)

Insurance Requirements (for both buildings):

Coverages & Limits:

With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additional Insureds:

Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC One Broadway, LLC; 101 Main CIC, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; MIT One Broadway Fee Owner LLC; MIT One Broadway LLC and managing agent; Jones Lang LaSalle Americas, Inc.; Colliers Meredith & Grew, Inc.; Colliers International New England, LLC; RREEF America REIT II Corp. PPP; RREEF Management LLC & RREEF America, LLC; CB Richard Ellis, Inc.; CB Richard Ellis-NE Partners, LP; Venture Cafe Foundation, Inc.; CIC Venture Cafe Global Institute Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI):

To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance.”

Certificate Holder:

The Certificate Holder should be as follows:

CIC Innovation Communities, LLC, 1 Broadway, 14th floor Cambridge, MA 02142

COI Delivery & Sample:

Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.

Building Details:

❏ One Broadway, Cambridge, MA 02142
The building provides HVAC services during normal business hours and for the first half of Saturday. At other times the building can provide HVAC services upon request at the building’s current per-hour rate. Please be aware that it can get very warm in the building on hot summer weekends if cooling is not requested.For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 1969.
  •  The structure is steel girder with concrete skin.
  •  3⁄4 of floors have had electrical, plumbing, ductwork redone since 2000.
  •  The roof was redone since 2000.
  •  New chillers and cooling towers since 2000.
  •  The building is equipped with fire suppression sprinklers and fire alarms.
  •  Keep in mind that Licensee’s insurance needs to cover their activities anywhere in the facility (not just in theirprivate work area).

❏ 101 Main Street, Cambridge, MA 02142

The building provides HVAC services Monday through Friday from 8am until 6pm, and Saturday from 8am until 12pm by request, at no additional charge. After hours HVAC will be provided by the Landlord at their hourly rate per heat pump per hour with a minimum charge per request.For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 1983.
  •  The structural system is steel frame with brick façade.
  •  3⁄4 of floors have had electrical, plumbing, ductwork redone since 2005.
  •  The upper roof housing the cooling towers was replaced in 2009.
  •  Cooling tower was replaced in 1999.
  •  The building is equipped with fire suppression and fire alarms.

Emergency Procedures

A copy of the Cambridge buildings’ emergency procedures is available by building: One Broadway or 101 Main.

Accepted Payment Methods:

ACH auto-debit, corporate or personal check, wire transfer, and ACH credit. ACH auto-debit is required for the coworking offering.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

1. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

Overview of Offerings – CIC Cambridge Campus

Office Workspace

CIC’s offering includes flexible, expandable office space configured for use by companies of all shapes and sizes. We provide access control using electronic keys and recorded video. All normal office utilities and services, such as electricity, office-hours HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis. Clients choosing the FlexSpace offering may have limitations on the numbers of hours they can access CIC.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients without dedicated space will have access to shared work areas.

Guest Reception

All dedicated space offerings, as well as coworking and FlexSpace, include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed internet connection for office use. CIC holds its own ARIN-assigned IP address block and maintains two high-speed connections (redundant fiber Ethernet with separate paths and points of entry) to the internet and provides BGP-based routing redundancy. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Phone Services

Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included on an unmetered basis (you will not be billed for your domestic phone calls). Our phone system provides computerized voice-mail with local and remote access. International calls carry a separate charge. This service is not provided for coworking clients. All clients are welcome to use free VOIP services such as Skype.

Mail Services

All dedicated space offerings, as well as coworking and FlexSpace, include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. For non-coworking clients, a private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of well-appointed conference rooms with data projectors or projection screens as well as unmetered use of digital Polycom audio and video conferencing equipment. Conference rooms and phone booths are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details.

Kitchen Services

CIC has fully stocked kitchens, which often include yogurts, fruits, soft drinks, and other snacks and cold beverages. CIC also stocks a full selection of gourmet coffees and a high-end by-the-cup coffee brewing system. This service is included in your service fee and fair consumption is on the honor system.

Massage Therapy

CIC maintains a massage therapy room and has a relationship with independent professional massage therapists who come in on a regular basis. CIC provides use of the massage room without charge. All fees for massage go solely to the therapist, and are not billed through CIC. Use of this service is at client discretion, and CIC is not liable.

Wellness Programs

CIC has various wellness programs that change pending interest and season. Currently there are weekly on-site yoga classes, meditation classes, a running club, and more. Some programs involve additional fees which are paid directly to the teacher and are not billed through CIC. Use of these programs and classes is at client discretion, and CIC is not liable.

Shower Rooms

CIC has several shower rooms available to clients on a first come first served basis. The shower rooms are stocked with towels and toiletries.

Nursing Room

Nursing rooms can be booked via a web-based booking tool. Each room offers soft light, comfortable seating, a private fridge, and a lockable door. While these rooms are available for other bookings, nursing bookings take precedence.

Game Room

CIC offers clients shared access to ping pong tables and a variety of gaming systems. These are available on a first-come, first-serve basis.

Venture Café

The Venture Café is a community networking event held most Thursdays at CIC Cambridge – One Broadway from 3:00pm-8:00pm and hosted by the nonprofit Venture Café Foundation. With its “pay it forward” Contributor Model, Venture Cafe is hosted at CIC to bring together members of the local entrepreneurial and innovation community. Clients of CIC receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include guest speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at cic.us/benefits.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

AirCIC

Inspired by the growing sharing economy, AirCIC enables CIC Clients to choose to make their workspaces available to each other for temporary use, in exchange for payment/credits. Client’s representatives may take advantage of this as a host or a guest simply by letting CIC service staff know their intentions. Any Client using this service is bound by the AirCIC program rules, outlined at cic.us/aircicrules.

Newton Innovation Center (NIC)

Address:

124 Vernon Street, Newton, MA 02458

Licensor:

CIC One Broadway, LLC

Landlord:

MassChallenge, Inc. and The City of Newton

The Licensor is the co-operator of these facilities with MassChallenge, Inc. which has a non-exclusive license with The City of Newton to use the facilities. MassChallenge, Inc., The City of Newton, and their respective successors and assigns, may be referred to individually or collectively as Landlord in this Agreement. Licensor is authorized to enter into service agreements with Clients in its capacity as co-operator.

Insurance Requirements:

Coverages & Limits:

With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additional Insureds:

Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC One Broadway, LLC; CIC USA Holdings, LLC; The Cambridge Incubator, Inc.; MassChallenge, Inc.; The City of Newton; Venture Cafe Foundation, Inc.; CIC Venture Cafe Global Institute Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI):

To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance.”

Certificate Holder:

The Certificate Holder should be as follows:

CIC Innovation Communities, LLC1 Broadway – 14th floor Cambridge, MA 02142

COI Delivery & Sample:

Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.

Building Details:

The building provides heat during normal operating hours and air conditioning in certain spaces within the building.For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 1948.
  •  Former Newton Corner Library, Type 5, three floors, wood frame with stone foundation, slate and metal roof.
  •  Fire alarm is hard-wired and connected to the Newton Fire Department; no sprinklers.
  •  Alarm system with motion detectors is monitored and connected directly to Newton Police Department, four points (doors) of egress

Emergency Procedures:

In case of emergency, please exit the building.

Accepted Payment Methods: NIC requires payment by ACH auto-debit.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

1. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association(“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

Overview of Offerings – NIC

Office Workspace

NIC’s offering includes flexible, expandable office space configured for use by companies of all shapes and sizes. We provide access control using electronic keys. All normal office utilities and services, such as electricity, heat, air conditioning in certain spaces, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk, and adjustable office chair. Clients without dedicated space will have access to shared work areas.

Internet

NIC provides wireless internet for daily office use.

Phone Services

Phone services are not currently provided at NIC, though you are welcome to use free VOIP services such as Skype.

Mail Services

Mail services are not currently available at NIC.

Copier, Printer & Fax

Service includes unmetered use of a color commercial-grade printer/copier for typical office use. Questions about printing multiple copies of brochures or extensive print jobs should be directed to an NIC site representative as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of the conference rooms located within NIC. Conference rooms are booked via a web-based booking tool. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to an NIC site representative for details.

Kitchen Services

NIC has a kitchen stocked with a variety of snacks as well as coffee and water. This service is included in your service fee and fair consumption is on the honor system.

Venture Café

The Venture Café is a community networking event held most Thursdays at CIC Cambridge – One Broadway from 3:00pm-8:00pm and hosted by the nonprofit Venture Café Foundation. With its “pay it forward” Contributor Model, Venture Cafe is hosted at CIC to bring together members of the local entrepreneurial and innovation community. Clients of NIC receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include guest speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at cic.us/benefits.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC@4240

Address:

4240 Duncan Avenue, St. Louis, MO 63110

Licensor:

CIC 4240, LLC

Landlord:

Wexford Heritage MT, LLC c/o Wexford Science & Technology, LLC

Insurance Requirements:

Coverages & Limits:

With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additional Insureds:

Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

Cassidy Turley Commercial Real Estate Services, Inc. d/b/a Cushman & Wakefield; Center for Research Technology and Entrepreneurial Exchange; CIC 4240, LLC; CIC Forest Park, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC USA Holdings, LLC; CIC Venture Cafe Global Institute Inc.; Cortex; Midwest BankCentre; SLLC Real Estate II, LLC; St. Louis Development Corporation; The Cambridge Incubator, Inc.; The Center for Emerging Technologies; The Land Clearance for Redevelopment Authority of the City of Louis; The Missouri Department of Economic Development; The Missouri Development Finance Corp.; The U.S. Economic Development Administration; The University of Missouri; Ventas, Inc.; Ventas Life Sciences, LLC; Venture Cafe Foundation, Inc.; Venture Cafe St. Louis, Inc.; VTR LS Heritage Manager, LLC; VTR LS Realty Holdings II, Inc.; Wexford Asset Management, LLC; Wexford Equities, LLC; Wexford Heritage MT, LLC; Wexford Heritage Holding, LLC Wexford Heritage, LLC; Wexford Science & Technology, LLC; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI):

To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance."

Certificate Holder:

The Certificate Holder should be as follows:

CIC 4240, LLC

4240 Duncan Ave – Suite 200

St. Louis, MO 63110

COI Delivery & Sample:

Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.

Building Details:

The building provides HVAC services 24/7.For purposes of insurance, the insurer may wish to have the following information:

  •  The building was built in 1947.
  •  The construction type is brick.
  •  The sprinkler system was installed in February 2013 in accordance with NFPA 13 and NFPA 14, 2009 IBC building code installation in compliance with City of St. Louis Fire Code requirements. This is the same time the building was converted from warehouse to office.

 

Emergency Procedures:

A copy of the building’s emergency procedures is available at: http://www.cicfaq.com/emergencies-4240/

Accepted Payment Methods:

ACH auto-debit, corporate or personal check, wire transfer, and ACH credit.

Additional Agreement Provisions:

The following language is included in any Agreement with respect to this location:

  1. Client shall comply with that certain policy, as the same may be reasonably amended from time to time, established by the non-profit Center of Research Technology and Entrepreneurial Exchange (“CORTEX”), or its affiliate, regarding the provision to CORTEX of notices of job openings at the Premises, which job opening information may be posted or published by CORTEX and forwarded to appropriate governmental agencies.
  2. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

Overview of Offerings – CIC@4240

Office Workspace

CIC’s offering includes flexible, expandable office space configured for use by growing companies. We provide access control using electronic keys and recorded video. All normal office utilities and services, such as electricity, HVAC, trash pickup, etc. are included. Access is available on a 24 x 7 x 365 basis. Only FlexSpace and International FlexSpace clients have limitations on the numbers of hours they can access CIC.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients with no dedicated space will have access to shared work areas.

Guest Reception

All dedicated space offerings as well as FlexSpace include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed wired internet connection for office use, as well as WiFi. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Phone Services

Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included on an unmetered basis (you will not be billed for your domestic calls). Our phone system provides computerized voice- mail with local and remote access. International calls carry a separate charge.

Mail Services

All dedicated space offerings, as well as FlexSpace, include a mail folder and mail services.

Copier, Printer & Fax

Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. A private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of well-appointed conference rooms, some which include Apple TV for wireless data projection from Apple devices, as well as unmetered use of Polycom speakerphones. Conference rooms and phone booths are booked via webpage. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details.

Kitchen Services

Clients will be able to enjoy various snacks and a selection of soda, gourmet coffees and a high-end by-the-cup coffee brewing system. Fair consumption is on the honor system.

Shower Rooms

CIC has several shower rooms available to clients on a first come first served basis. The shower rooms are stocked with towels and toiletries.

Nursing Room

Nursing rooms can be booked via a web-based booking tool. Each room offers soft light, comfortable seating, a private fridge, and a lockable door. While these rooms are available for other bookings, nursing bookings take precedence.

Venture Café

The Venture Café is a community networking event hosted by the Venture Café Foundation, most Thursdays from 3:00pm-8:00pm at CIC@4240. With its “pay it forward” Contributor Model, the Venture Café Foundation was established to bring together members of the local entrepreneurial and innovation community. CIC clients receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Educational Programs

Clients of CIC@4240 will be able to attend educational programs hosted by the Center for Emerging Technologies (at CIC@CET) at little to no cost. CIC@4240 clients also have access to on-site mentors for support via CET’s programming or through CIC’s partner non-profit Venture Café (details above).

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at cic.us/benefits.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.

CIC@CET

Address:

20 South Sarah Street, St. Louis, MO 63108

Licensor:

CIC Forest Park, LLC

Landlord:

The Center for Emerging Technologies and The Land Clearance for Redevelopment Authority

The Licensor is the manager of these licensed facilities which are owned in part by the Center for Emerging Technologies (“CET”) and in part by the Land Clearance for Redevelopment Authority (“LCRA”). CET and the LCRA, and their respective successors and assigns, may be referred to as Landlord in this Agreement. Licensor, in its capacity as manager, is authorized to enter into license agreements with Clients through this Agreement.

Insurance Requirements:

Coverages & Limits:

With respect to the spaces it makes use of from time to time within the Premises, Client agrees to maintain at its own cost during the term hereof insurance coverage for Comprehensive General Liability Insurance (“CGL”) in an amount not less than $1,000,000 for general property damage and personal injury (including, without limitation, bodily injury, sickness, disease, and death) and $2,000,000 in aggregate liability coverage, as well as a policy of fire, vandalism, malicious mischief, extended coverage and so-called “all risk” coverage insurance in an amount equal to one hundred percent (100%) of the replacement cost insuring all of Client’s furniture, equipment, fixtures and property of every kind, nature and description which may be in or upon the Premises. The insurance required herein must be placed with insurers authorized to do business where the Premises are located, with a rating of not less than “A-VIII” in the current Best’s Insurance Reports. To the extent required by law, Client also shall carry Worker’s Compensation Insurance. All insurance policies required hereunder shall be written as primary policies and not contributing to or in excess of any coverage CIC or the Licensors may otherwise maintain.

Additionally, all such CGL must have the following coverages and limits:

(a)  Products and Completed Operations Liability: $1,000,000

(b)  Personal Injury/Advertising Injury Liability: $1,000,000

(c)  Fire Legal Liability: $300,000 ($1,000,000 required for lab spaces)

(d)  Medical Payments: $5,000

(e)  Contractual Liability (including contractual indemnity): $1,000,000

(f)  Pollution Liability: $1,000,000 (CIC may choose to waive the pollution liability requirement for Licensees who donot operate in or use laboratories)

Additional Insureds:

Client agrees directly and on behalf of their insurer that the following entities shall be considered additional insureds (“Additional Insureds”) on a primary and non-contributory basis under their general liability insurance and the required Omnibus Endorsement outlined below:

Cassidy Turley Commercial Real Estate Services, Inc. d/b/a Cushman & Wakefield; Center for Research Technology and Entrepreneurial Exchange; CIC 4240, LLC; CIC Forest Park, LLC; CIC Innovation Communities, LLC d/b/a CIC; CIC Innovation Services, LLC; CIC University Projects, LLC; CIC USA Holdings, LLC; CIC Venture Cafe Global Institute Inc.; Cortex; Midwest BankCentre; SLLC Real Estate II, LLC; St. Louis Development Corporation; The Cambridge Incubator, Inc.; The Center for Emerging Technologies; The Land Clearance for Redevelopment Authority of the City of Louis; The Missouri Department of Economic Development; The Missouri Development Finance Corp.; The U.S. Economic Development Administration; The University of Missouri; Venture Cafe Foundation, Inc.; Venture Cafe St. Louis, Inc.; and any other entity that CIC may require to be added to this Exhibit A over time.

Omnibus Endorsement (to appear on COI):

To demonstrate the above, such CGL and the certificate of insurance must include precisely the following endorsement (the “Omnibus Endorsement”):

“CIC Innovation Communities, LLC and those entities listed in Exhibit A of the Service Agreement between the named insured and CIC Innovation Communities, LLC, as it may be amended from time to time, are included as Additional Insureds on a primary and non-contributory basis under this Commercial General Liability Insurance.”

Certificate Holder:

The Certificate Holder should be as follows:

CIC Forest Park, LLC

4041 Forest Park Ave.

St. Louis, MO 63108

COI Delivery & Sample:

Prior to the date Client first operates in or uses the Premises, Client shall provide CIC with a compliant ACORD 25-S or ACORD-28 certificate of insurance which must spell out the Omnibus Endorsement. A sample ACORD 25-S certificate is included for your convenience.CIC Service Agreement – Version 8.0 Page A-24

Building Details:

Building I – 4041 Forest Park Avenue

Built in 1907 and made of reinforced concrete and is a two stories, flat slab construction. An addition of a single story steel infill building with a concrete room was constructed in 1947. Both structures were completely renovated in 1998.

Dorris Building – 20 South Sarah Street

First two floors constructed in 1907 and third added in 1909, the whole building was completely renovated in 2000. The Dorris Building is brick, with wooden joists and beams, cast iron columns on the first and second floors and some on the third. Floors are double wooden subfloors with 3.5 inch light weight cement covering 3/4” particle board. Two thick brick walls trisect the building. New block construction and steel stairs at the north and south ends of the building.

Both structures are connected by an enclosed breezeway and are completely sprinklered with annual inspection and are monitored 24/7 for fire detection. Inside and outside security cameras are also monitored 24/7.

 

Emergency Procedures:

A copy of the building’s emergency procedures is available at: http://www.cicfaq.com/emergencies-4240-1/

Accepted Payment Methods:

ACH auto-debit, corporate or personal check, wire transfer, and ACH credit.

Additional Agreement Provisions:

  1. Choice of Law: All references to “Commonwealth of Massachusetts” and “Massachusetts” in Section 29 of the Agreement regarding Choice of Law are hereby replaced respectively with “State of Missouri” and “Missouri”.
  2. Landlord Definition: All references to “Landlord” throughout the Agreement are hereby replaced with the term “Owner”.
  3. Reporting: Founded in 1998, the Center for Emerging Technologies (CET) is the largest and oldest Innovation Center inMissouri. An affiliate of the Cortex Innovation Community since 2012, CET fills an important program role in the Cortex district and broader St. Louis region. CIC will request questionnaires to be completed in regards to Client’s activities within the Premises for reporting purposes annually. Client agrees to complete any such questionnaires in a timely manner. The information collected is required bi-annually from each client company at CET by the Missouri Technology Corporation due to CET’s status as a state innovation center. This data is compiled and reported collectively to ensure that each individual company’s data is kept confidential.
  4. Covered Disputes: Covered Disputes shall be settled by arbitration administered by the American Arbitration Association (“AAA”). Covered Disputes include all claims, rights, demands, losses, and causes of action arising: in contract, whether express or implied; or in tort; or under any common law theories; or under any covenants of good faith and fair dealing; or under any CIC policy; or under any federal, state, or municipal statute, executive order, regulation or ordinance. This arbitration agreement shall not prohibit actions solely seeking injunctive relief necessary to protect either party’s rights. With the exception of actions set forth above, arbitration shall be the exclusive means through which CIC and Client may seek relief in connection with any Covered Disputes. CIC and Client expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their right to appeal the decision rendered by the arbitrator except on the grounds that the decision was procured by corruption, fraud or other undue influence or on the grounds specifically set forth in a statute applicable to vacating an arbitration award under this arbitration agreement. Client agrees that if Client wishes to assert a claim against CIC or the Licensors, the Client must present to CIC a written request for arbitration within six (6) months of the date on which the Client knows or should have known of the Covered Dispute against CIC or the Licensors. Likewise, CIC must present a written request for arbitration to the Client against whom it wishes to assert a claim within the same time frame. Failure by either the Client or CIC to present such a request within this time shall constitute a waiver of the right to recover relief in any forum in connection with the Covered Dispute. Unless otherwise agreed to by Client and CIC, the arbitration shall take place in AAA’s office closest to CIC’s headquarters. CIC and Client shall select a single arbitrator in accordance with applicable AAA real estate arbitration rules. The party bringing the dispute to arbitration shall cover all costs of the arbitration until such time as the arbiter may choose to allocate costs differently. CIC and Client are entitled to discovery sufficient to adequately arbitrate their Covered Disputes, including, but not limited to, access to essential documents and witnesses, as determined by the arbitrator. The arbitrator shall apply the law designated in the Agreement. The arbitrator shall have the discretion to award monetary and other damages, or to award no damages, and to fashion any other relief that would otherwise be available in court. The arbitrator will issue a written arbitration decision that reveals the essential findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive the termination of the Agreement.

 

IF AT ANY TIME CLIENT STORES, HANDLES, TRANSPORTS, GENERATES, OR TREATS HAZARDOUS SUBSTANCES ON OR ABOUT THE PREMISES, BUILDING, OR ANY PORTION THEREOF, OR USES OR OCCUPIES ANY WORKSPACE DEEMED TO BE A LABORATORY BY CIC, THEN THE FOLLOWING SECTIONS #5 ENVIRONMENTAL, HEALTH, AND SAFETY PROVISIONS, #6 FIRE AND FIRE INSURANCE, #7 HOLDOVER, AND #8 DEPOSIT, SHALL APPLY:

5. Environmental, Health, and Safety Provisions: Licensee is responsible for complying with all of the following terms as well as all applicable Missouri regulations regarding environmental, health and safety (EHS) in its use of the Premises and the building in which the Premises are located (the “Building”). In order to maintain the appropriate permits, programs and training, the Licensee must acknowledge and sign off on the “Commitment to Safety” in Exhibit F and answer the EH&S questions in Exhibit G.

a.  No Waste, Nuisance or Unlawful Purpose: Licensee shall not commit or allow any waste of the Premises, nor shall Licensee maintain or permit any nuisance on the Premises or use the Premises for any unlawful purpose.

b.  Compliance with Laws: At Licensee’s cost, Licensee shall comply with all laws, ordinances, orders and regulations of any governmental authority which are applicable to the Premises or to Licensee’s use of the Premises. Without limiting the generality of the foregoing, Licensee shall comply with all applicable federal, state and local laws, ordinances, codes, rules, permits, licensing conditions and regulations (collectively, the “Environmental Requirements”) in its use of the Premises, including those regarding the handling, release and disposal of Hazardous Substances (as defined below) and the care, treatment and disposal of laboratory animals, and shall procure, at its expense, any and all licenses, permits, insurance and government approvals necessary to the operation of its business. The term “Hazardous Substance” includes any Hazardous Substance as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., including any amendments thereto (CERCLA), any substance, waste or other material considered hazardous, dangerous, or toxic under any of the Environmental Requirements, petroleum and petroleum products, and natural gas. The term release means any intentional or unintentional spilling, pumping, emitting, emptying, discharging, escaping, leading, dumping, disposing or abandonment of any Hazardous Substance. Licensee shall comply with all Environmental Requirements governing the discharge, release, emission, or disposal of any Hazardous Substance and prescribing methods for or other limitations on storing, handling, or otherwise managing Hazardous Substances, including the then-current versions of the following federal statutes, their state analogs, and the regulations implementing them: the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.); CERCLA; the Clean Water Act (33 U.S.C. ¶ 1251 et seq.); the Clean Air Act (42 U.S.C. ¶ 7401 et seq.); and the Toxic Substances Control Act (15 U.S.C. ¶ 2601 et seq.).

c.  Environmental Matters: If there is any violation of any Environmental Requirements by Licensee or occurring at the Premises while this Agreement is in effect, Licensee shall immediately give written notice to Licensor of such violation. Licensee shall take all steps necessary to remedy any violation of any Environmental Requirements by the Licensee, whether or not a citation or other notice of violation has been issued by a governmental authority. Licensee shall at its own expense promptly contain and remediate any release of Hazardous Substances arising from or related to Licensee’s Hazardous Substance activity at the Premises and remediate any resultant damage to property, persons, or the environment. Except in the case of an emergency, Licensee shall provide written notice to Licensor, for Licensor’s approval, of the steps and remediation to be performed by Licensee as set forth in the previous sentences. Licensor reserves the right periodically to conduct an environmental and safety inspection of Licensee’s workspaces and the Premises where necessary, such as the heating, ventilating and air conditioning system and the laboratory exhaust venting system. The scope of such inspection may include, but need not be limited to, having the fume hoods tested and inspected. Licensee shall give prompt written notice to Licensor of any release of any Hazardous Substance at the Premises or into the surrounding environment not made in conformance with the Environmental Requirements, including a description of remediation measures and any resulting damage to persons, property or the environment. Upon termination of this Agreement, Licensee shall leave the Premises free from the presence and contamination of any Hazardous Substance. Following any breach by Licensee of the Environmental Requirements, or in response to any reasonable safety or environmental concern by Licensor and irrespective of any such breach, Licensor may withdraw its consent to Licensee’s Hazardous Substance activity (or any portion thereof) by Notice to Licensee. Licensee shall terminate its Hazardous Substance activity immediately upon Notice and remove all Hazardous Substances from the Premises within fifteen (15) days from the date of such Notice, unless such breach or concern is promptly addressed and corrected by Licensee to Licensor’s absolute satisfaction. Licensee shall notify Licensor in advance if Licensee’s use of the Premises includes the presence, use, release, storage, or other activity involving Hazardous Substances, and shall inform Licensor of the nature, quantity and purposes for such Hazardous Substances, together with the manner in which Licensee will hold, store, use and dispose of Hazardous Substances. Licensee shall at its sole cost and expense arrange for the disposal by properly licensed persons of any hazardous waste or Hazardous Substances generated by Licensee in the Building. Licensee shall not dispose of any Hazardous Substances in the sanitary sewer system of the Building unless the Environmental Requirements permit such method of disposal and Licensor has consented to such method of disposal in writing, having determined in Licensor’s absolute discretion that such disposal will not harm the sanitary sewer piping. Before Licensee uses, handles, stores, treats or disposes of any class of substances that are Hazardous Substances at the Premises, Licensee shall give Licensor at least ten (10) days prior written notice identifying the intended quantities, uses, disposal or treatment methods and storage locations thereof. In using each such Hazardous Substance, Licensee shall comply with all applicable Environmental Requirements, the requirements of this Agreement and Exhibit A, and all applicable generally accepted safety conditions. In addition, Licensor shall have the right to specify in writing additional conditions for the use, handling, storage, treatment or disposal of each such class of Hazardous Substances, all of which Licensee shall comply with.

d.  Discharge into Sewers: Licensee shall not discharge into the wastewater or stormwater systems of the Metropolitan Sewer District (MSD) any substance in violation of applicable laws, ordinances, orders or regulations or, without limiting the generality of the foregoing, substances (i) prohibited by Ordinance No. 12559 of MSD, or (ii) if permitted by Ordinance No. 12559 of MSD after an appropriate NPDES or other permit has been obtained, but for which such permit has not been obtained or is not in effect, or (iii) which otherwise is prohibited under Ordinance No. 12559 of MSD.

e.  Animals: Licensee shall not, without the prior written consent of Licensor, which may be given or withheld in Licensor’s absolute discretion, keep or use any animals on the Premises. If Licensor grants such consent at any time and Licensee keeps or uses animals on the Premises, Licensee shall comply with all applicable requirements of the Animal Welfare Act, 7 U.S.C. ¶ 2131, et seq., as it may be amended, and all similar federal, state and local laws, codes, ordinances and regulations.

f.  Insurance Requirements: Licensee shall comply with all requirements and requests of any insurer or underwriter under any property or liability insurance policy maintained by Licensor with respect to the Premises and with any requirements of the applicable Board of Fire Underwriters.

6. Fire and Fire Insurance: The following clause shall be added to the end of first sentence of Section 15 (Fire and Fire Insurance) of the Agreement: “…except for the regulated use of laboratory equipment (i.e. Bunsen burner).”

7. Holdover: The following clause shall be added to the end of the Section 24 (Holdover) of the Agreement: “…and properlydisposes of any remaining material, including chemicals.”

8. Deposit: A Deposit equal to two months’ ongoing monthly fees is required for laboratories.

 

Overview of Offerings – CIC@CET

Office Workspace

CIC@CET’s offering includes flexible, expandable office space configured for use by growing companies. We provide access control using electronic keys and recorded video. All normal office utilities and services, such as electricity, HVAC, etc. are included. Access is available on a 24 x 7 x 365 basis.

Lab Workspace

CIC@CET also offers shared lab space. All normal office utilities and services, such as electricity, HVAC, etc. are included. Clients are responsible for adhering to all rules, regulations, and requirements pertaining to lab space as described in the Agreement and this Exhibit A.

Office Furniture

Each individual with dedicated space is provided with a complete workstation, including a desk, adjustable office chair and locking file storage space. Additional furniture such as whiteboards or shelving is available in most instances at no extra charge. Clients with no dedicated space will have access to shared work areas.

Guest Reception

All dedicated space offerings as well as coworking include guest reception services to greet guests for clients.

Internet

Each individual is provided with a high-speed wired internet connection for office use, as well as WiFi. Other internet services (e.g. un-firewalled IPs) are subject to availability and may incur additional charges.

Phone Services

Each individual is given a high-end digital business telephone and a direct-dial dedicated phone number. Normal local and domestic long distance phone usage is included on an unmetered basis (you will not be billed for your domestic calls). Our phone system provides computerized voice- mail with local and remote access. International calls carry a separate charge.

Mail Services

All dedicated space offerings include a mail folder and mail services. Coworking clients can request a mail folder and mail services for no additional charge.

Copier, Printer & Fax

Service includes unmetered use of black and white and color printers, commercial-grade copiers and fax machines for typical office use. A private fax number, which routes faxes to an individual email address as pdf files, is provided for the dedicated use of your company. Additional numbers are available for a fee. Questions about printing multiple copies of brochures or extensive print jobs should be directed to a CIC staff member as these types of jobs may be requested to be taken to offsite printing service providers.

Conference Rooms & Phone Booths

Service includes unmetered use of well-appointed conference rooms, some which include Apple TV for wireless data projection from Apple devices, as well as unmetered use of Polycom speakerphones. Conference rooms and phone booths are booked via webpage. Questions regarding frequent all-day meetings or intensive use for training or other purposes can be directed to a CIC staff member for details.

Kitchen Services

Clients will be able to enjoy various snacks and a selection of soda, gourmet coffees and a high-end by-the-cup coffee brewing system. Fair consumption is on the honor system.

Shower Rooms

CIC has several shower rooms available to clients on a first come first served basis.

Nursing Room

Nursing rooms can be booked via a web-based booking tool. Each room offers soft light, comfortable seating, a private fridge, and a lockable door. While these rooms are available for other bookings, nursing bookings take precedence.

Game Room

CIC offers clients shared access to ping pong tables and a variety of gaming systems. These are available on a first-come, first-serve basis.

Venture Café

The Venture Café is a community networking event hosted by the Venture Café Foundation, most Thursdays from 3:00pm-8:00pm at CIC@4240. With its “pay it forward” Contributor Model, the Venture Café Foundation was established to bring together members of the local entrepreneurial and innovation community. CIC clients receive direct access to this weekly event. Along with hosted beer and wine, weekly Venture Cafés often include speakers, workshops, etc. Please note: it is a privilege and not a right to attend these gatherings, and the Venture Café Foundation reserves both the right to refuse service and to determine, at its sole discretion, who to invite according to its mission and policies.

Educational Programs

Clients of CIC@CET will be able to attend educational programs hosted by the Center for Emerging Technologies at little to no cost. CIC@CET clients also have access to on-site mentors for support via CET’s programming or through CIC’s partner non-profit Venture Café (details above).

Other Benefits & Discounts

All CIC clients are eligible for unique discounts on a variety of benefits such as gym memberships, transportation programs such as bike and car sharing, and business services including notary publics. Benefits are added regularly, and can be viewed at cic.us/benefits.

CIC Passport

All CIC clients may use common areas, including conference rooms, phone booths, kitchens, and coworking areas, in any CIC location worldwide. Please note: since the real estate prices at our different locations vary, if you begin to consistently use a more expensive location more than 20% of the time, you may be asked to switch your primary reservation to that location for billing purposes.