request for...

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REQUEST FOR PROPOSAL

by

THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT SAN ANTONIO

for

LICENSING

OF SPACE IN PROPERTY OWNED BY THE BOARD OF REGENTS

OF THE UNIVERSITY OF TEXAS SYSTEM

FOR AN OPTICAL DISPENSERY

RFP No. 745-17-P07

Submittal Deadline: Thursday, May 4, 2017; 3:00 PM Central Prevailing Time Issued: Wednesday, April 5, 2017

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TABLE OF CONTENTS

SECTION 1: INTRODUCTION ............................................................................................... 3

SECTION 2: NOTICE TO PROPOSER .................................................................................. 5 SECTION 3: PROPOSAL INFORMATION ............................................................................ 9 Attachments: APPENDIX ONE: CAMPUS MAP APPENDIX TWO: DESCRIPTION OF PREMISES APPENDIX THREE: SAMPLE LICENSE AGREEMENT APPENDIX FOUR: PROPOSED MONTHLY LICENSE RATE APPENDIX FIVE: OPTICAL KISOK DRAWING

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SECTION 1

INTRODUCTION 1.1 Description of the University

The University of Texas Health Science Center at San Antonio (UT Health San Antonio), one of the country’s leading health sciences universities, ranks in the top 3 percent of all institutions worldwide receiving federal funding. The University’s schools of medicine, nursing, dentistry, health professions and graduate school of biomedical sciences have produced approximately 28,000 graduates. The $736 million operating budget supports eight campuses in four cities: San Antonio, Laredo, Harlingen and Edinburg. The University serves a 50,000 square-mile region of South Texas. More than 3000 students a year train in an environment that involves over 100 affiliated hospitals, clinics, and healthcare facilities in South Texas. Included in the large enterprise are the clinical practices of UT Medicine, the Cancer Therapy and Research Center and the Dental Clinics where over 900 physicians, dentists and other health care providers deliver optimal patient care in nearly every branch of medicine, oncology, and oral health. The institution maintains highly-regarded basic, translational, and clinical research divisions. Learn more about our institution at www.uthscsa.edu.

1.2 Background and Special Circumstances

The Medical Arts and Research Center (MARC) is a "world-class" facility built on a fourteen acre tract in the South Texas Medical Center adjacent to other UT Health San Antonio facilities. The UT Health San Antonio MARC building, completed in 2009, provides roughly 250,000 Square Feet of space for outpatient diagnostic and treatment services. The facility includes ambulatory surgery, endoscopy, diagnostic imaging, wellness/rehabilitation, a women's center, specialty clinics (including Ophthalmology) and faculty offices.

The University of Texas Health Science Center at San Antonio and the Board of

Regents of The University of Texas System (the "Licensor") are seeking proposals for

the license of space in the Medical Arts and Research Center (MARC) building, related

to an Optical Prescription Dispensary Kiosk. The purpose of this license is for the

licensee to offer retail optical products to MARC patients and others during normal

business hours. The space (the "Space") comprises approximately 200-300 square feet

of the first floor in the concourse/lobby area in an area of the MARC to be mutually

determined.

1.3 Objective of this Request for Proposal The University of Texas Health Science Center at San Antonio (“Licensor”) is soliciting proposals in response to this Request for Proposal for Selection of a licensee to establish, maintain and operate a retail optical service in the concourse/lobby of the MARC building (the “Services”), RFP No. 745-17-P07 (this “RFP”). The Services are more specifically described in Section 5.4 (Scope of Work) of this RFP.

http://www.uthscsa.edu/

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1.4 Public Information

All information, documentation, and other materials submitted in response to this solicitation are considered non-confidential and/or non-proprietary and are subject to public disclosure under the Texas Public Information Act (Texas Government Code, Chapter 552.001, et seq.) after the solicitation is completed.

1.5 Pre-Proposal Conference and Site Walkthrough:

The Licensor will hold a pre-proposal conference at 10:00 a.m., Central Prevailing Time, on Tuesday, April 18, 2017, in Conference Room A, First Floor of the Medical Arts & Research Center (MARC) Building located at 8300 Floyd Curl Dr. San Antonio, TX 78229 (ref. APPENDIX FOUR Campus Map). The pre-proposal conference will allow all Proposers an opportunity to ask Licensor’s representatives relevant questions and clarify provisions of this RFP.

1.6 License Term

The Licensor is seeking a five (5) year license term (“Initial License Period”), with five one (1) year options to extend the term for one year each thereafter for a total period of ten (10) years .However, under the License Agreement, after the Initial License Period either party shall have the right to terminate the license upon one hundred eighty (180) days written notice to the other party.

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SECTION 2

NOTICE TO PROPOSER

2.1 Submittal Deadline

Licensor will accept proposals submitted in response to this RFP until 3:00 p.m., Central Prevailing Time on Thursday, May 4, 2017 (the Submittal Deadline”).

2.2 Licensor Contact Person

Proposers will direct all questions or concerns regarding this RFP to the following Licensor contact (“Licensor Contact”):

Amanda Alvarado Senior Procurement Agent The University of Texas Health Science Center at San Antonio Research Administration Building, Room 4.110 North Campus 8403 Floyd Curl Drive San Antonio, TX 78229 210-562-6214 [email protected]

Licensor instructs interested parties to restrict all contact and questions regarding this RFP to written communications delivered (i) in accordance with this Section on or before Wednesday, April 19, 2017 (Question Deadline), or (ii) if questions relate to Historically Underutilized Businesses, in accordance with Section 2.5. Licensor will provide responses as soon as practicable following the Question Deadline. Licensor intends to respond to all timely submitted questions. However, Licensor reserves the right to decline to respond to any question.

2.3 Number of Copies

Proposer must submit (a) seven (7) complete paper copies of its entire proposal, and (b) one (1), non-encrypted flash drive with a complete electronic copy of its entire proposal in a single .pdf file.

2.4 Submission

Proposals must be received by University on or before the Submittal Deadline (ref. Section 2.6) and delivered to:

The University of Texas Health Science Center at San Antonio Attn: Purchasing Department Research Administration Building, Room 4.110 North Campus 8403 Floyd Curl Drive San Antonio, TX 78229

University will not accept proposals submitted by telephone, Facsimile (“FAX”) transmission, or electronic transmission (i.e., e-mail) in response to this RFP.

mailto:[email protected]

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Please reference the Request for Proposal Title and Number on the outside of the package.

2.5 Proposal Validity Period

Each proposal must state that it will remain valid for University’s acceptance for a minimum of one hundred eighty (180) days after the Submittal Deadline, to allow time for evaluation, selection, and any unforeseen delays.

2.6 Key Events Schedule

Issuance of RFP Wednesday, April 5, 2017

Pre-Proposal Conference 10:00 a.m., Central Prevailing (ref. Section 2.6 of this RFP) Time on Tuesday, April 18, 2017

Deadline for Questions/Concerns Wednesday, April 19, 2017 (ref. Section 2.2 of this RFP)

Submittal Deadline 3:00 p.m. Central Prevailing (ref. Section 2.1 of this RFP) Time on Thursday, May 4, 2017

2.7 Proposal Contents

To evaluate the proposal and assess the capability of the licensee to satisfy the objectives in this Request for Proposals, the Licensor requires that the proposal contain information that is fully responsive to each of the enumerated items below. THE PROPOSAL SHOULD RESTATE EACH OF THE REQUIREMENTS IN THE SAME ORDER AS THEY APPEAR BELOW AND PRESENT A CONCISE RESPONSE IMMEDIATELY FOLLOWING THE STATED REQUIREMENT. 2.7.1 The proposal should identify the entity that will act as the licensee including the nature of

the entity (partnership, corporation, etc.) and location of principal office, the owners and chief officers of each entity involved in the license, the lease and/or license experience of the owners and chief officers who will be directly and actively involved in the project demonstrating their understanding of the license process and outlining prior projects or involvement, if any, with the University of Texas System or its component institutions.

2.7.2 The proposal should identify the license team including the senior executive(s) with the

licensee who are expected to provide day-to-day management of the project and the construction manager(s), the general contractors from which bids will be requested.

2.7.3 The proposal should provide sufficient information for the Licensor to form a reasoned

judgment of the financial strength and access to capital of the licensee. 2.7.4 Attached as Appendix Three, is a License Proposal Template of terms to be considered.

The respondent may provide more detail and/or add additional terms to be considered by Landlord.

2.7.5 The proposal should set forth the proposed rental to be paid by the licensee to the Licensor.

(See Appendix Four - Proposed Monthly License Rate)

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2.7.6 The proposal should contain a minimum of three (3) references from building owners, including contact information.

2.7.7 The proposal should show evidence of successful operation of an optical dispensary.

2.8 Selection Process

2.8.1 Review

By submitting a proposal, the respondent acknowledges and agrees that (1) this Request for Proposal is a solicitation for proposals and is not a contract or an offer to contract; (2) the submission of a proposal in response to this Request for Proposal will not create a contract between the respondent and the Licensor ; (3) the Licensor has made no representation , written or oral, that a contract will be issued under this Request for Proposal; and (4) the respondent shall bear, as its sole risk and responsibility, any cost that arises from its preparation of a proposal and any costs associated with the clarification or negotiation of its offer.

After the submission deadline, the Licensor will review all responses for completeness and adherence to the terms of this Request for Proposal. At the sole discretion of the Licensor, incomplete submissions may either be rejected or returned to the respondent for prompt completion and resubmission. Based on the final submission, each response will be evaluated. At this phase of the selection process, the Licensor reserves the right to enter into further discussions with any respondent(s) regarding its proposal and qualifications.

The Licensor reserves the right to require evidence satisfactory to the Licensor of a respondent's financial ability to license the property for the amount stated in the proposal before the Licensor determines which proposal(s) to select. Any respondent who fails to promptly supply evidence of financial ability may be disqualified at the option and sole discretion of the Licensor.

The respondent selected to be the licensee will be the respondent whose proposal is the most advantageous to the Licensor. The Licensor will select the successful proposal based on, but not limited to, the following criteria: the respondent's qualifications, financial capability, the relevant experience of the respondent, the information provided by respondent in response to this Request for Proposal and any subsequent communications or presentations by the respondent, the respondent's economic proposal, and the respondent's willingness to enter into a license acceptable to the Licensor.

2.8.2 Selection

The goal of the selection process will be to select a licensee with whom to negotiate the terms of a license. If the license negotiation process results in a license that meets the objectives of the Licensor, the Licensor will enter into such license with the selected respondent that will define the responsibilities and liabilities of each party.

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2.9 Statement of Limitations

2.9.1 General Statement

This Request for Proposal, the submissions in response to it, and any relationship between the Licensor and respondent arising from this Request for Proposals, are subject to the specific limitations, conditions and representations expressed in this Request for Proposal and applicable statutes.

2.9.2 The Licensor’s Right to Modify, Suspend and Waive

The Licensor reserves the right to: (a) modify, and/or suspend any and all aspects of the Request for Proposal; (b) request additional information; and (c) waive any defects as to form or content of the Request for Proposal or any responses submitted.

2.9.3 Compliance

It is necessary that any use and/or project resulting from this process be in compliance with applicable federal, state, county, and city laws, statutes, ordinances, and regulations, including environmental requirements.

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SECTION 3

PROPOSAL INFORMATION

3.1 The Property

The Property is located near the intersection of Floyd Curl and Wurzbach, in the San Antonio Medical Center. (See Appendix Two – Description of Premises)

3.2 License Space:

Medical Arts and Research Center (MARC)

8300 Floyd Curl Dr.

San Antonio, TX, 78229

- Location of the Optical Dispensary is on the 1st Floor

- Approximate Gross Square Footage is 200-300 SF.

- Adjacent to the lease space is an indoor Public Concourse and an exterior Terrace.

3.3 Anticipated Daily Population of the Building:

Faculty/Staff: 300 - 350

Patients: 800-1,000

Students: N/A

3.4 Hours of Operation

Vendor will be required to be operational Monday through Friday between the hours of 8:00 a.m. - 5:00 p.m.

3.5 Observed Holiday Schedule

The University will be closed in observance of the below National Holidays. Please note that there may be slight variances per calendar year depending on the day of the week the holiday falls on.

New Year’s Day……………………………January 1 Martin Luther King Jr………………………Third Monday in January President’s Day…………………………….Third Monday in February Memorial Day……………………………….Last Monday in May Independence Day…………………………July 4 Labor Day……………………………………First Monday in September Thanksgiving Day…………………………..Fourth Thursday in November Day after Thanksgiving…………………….Fourth Friday in November Christmas Eve………………………………December 24 Christmas Day………………………………December 25

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3.6 Requirements:

3.6.1 Demonstrated experience in operating an Optical Dispensary of a similar scope and scale

as requested in this RFP.

3.6.2 Ability to "finish out" the space to suit your operational needs and meet Licensor

requirements. The Licensor reserves the right to approve the design and finish out.

3.6.3 Ability to function in a space of approximately 20’ x 10’.

3.6.4 Provide displays for a wide selection of frames and sunglasses.

3.6.5 Ability to sell and order contact lenses.

3.6.6 Ability to accept cash and LAN (Local Area Network), or high speed internet credit card

transactions as well as insurance benefits of major vision insurance carriers, including

Superior Vision.

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APPENDIX ONE

CAMPUS MAP

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APPENDIX TWO

DESCRIPTION OF PREMISES A 13.16 Acre (573,163 square feet) tract, being a portion of that called 114.16 acre tract that is

recorded in Volume 4703, page 249, Deed Records of Bexar County, Texas and a portion of that called

110.22 acre tract as recorded in Volume 4699, page 324 of the Deed Records of Bexar County, Texas,

situated in the Manuel Tejeda Survey No. 89, Abstract No. 741, City of San Antonio, Bexar County,

Texas.

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APPENDIX THREE

SAMPLE LICENSE AGREEMENT

OGC #172923 DOC #2724666V1 PAGE 1

SAMPLE LICENSE AGREEMENT

This License Agreement ("Agreement") is entered into effective as of ________________, 201___

(“Effective Date”), between ___________________________________________ ("Licensee"), and BOARD

OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, for the use and benefit of The University of

Texas Health Science Center at San Antonio ("Owner").

In consideration of the premises, covenants and agreements as stated below and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and

between the parties as follows:

1. License. Owner hereby grants to Licensee an exclusive right to occupy and use for the Permitted Use

(described below in Section 2) during the Term of this Agreement an approximately 20 foot by 10 foot area

("Premises") located in a portion of Owner’s property known as the Medical Arts and Research Center

(“MARC”) located at 8300 Floyd Curl Drive, San Antonio, Texas 78229 (“Property”), as further described and

depicted on Exhibit A attached hereto. The design and appearance of the Premises shall be as agreed upon by

Owner and Licensee, and subject to the approval of Owner, which approval shall not be unreasonably withheld.

Owner also hereby grants to Licensee a non-exclusive right (i) of ingress and egress in, on, over and across the

public areas of the Building and Owner’s adjacent properties during the Term of this Agreement for the purpose

of access to the Premises; and (ii) Tenant has the option of purchasing monthly parking permits to include

reserved garage and unreserved surface spaces. Please see www.uthscsa.edu/police/parking-permits for current

rates and availability.

A. Owner’s Reserved Right of Entry. Following reasonable prior notice to Licensee, Owner

may enter the Premises at any reasonable time (i) to inspect the general condition and state of repair of the

Premises, (ii) to perform Owner’s obligations under this Agreement, or (iii) for any other reasonable purpose;

PROVIDED FURTHER that in the event of an emergency involving the Premises or the MARC, no prior

notice of entry shall be required of Owner.

B. Relocation Right. Upon not less than 60 days prior written notice to Licensee, Owner may

relocate the Premises to another area (“Relocated Premises”) in the MARC reasonably suited for Licensee’s

Permitted Use. In such event Owner shall be responsible for the payment of all costs reasonably required to (i)

construct a replacement kiosk for Licensee’s operations that is substantially similar in size and quality to the

original Premises; (ii) move and reconnect all electrical and telecommunication services to the Relocated

Premises; and (iii) move and reinstall (as applicable) Licensee’s personal property and trade fixtures in the

Relocated Premises. All of the terms and provisions of this Lease shall be applicable to the Relocated Premises

for the balance of the Term, subject to such adjustment to the Licensee Fee as Owner deems reasonable and

fair under the circumstances in the circumstances.

2. Permitted Use. Licensee may use the Premises solely for the construction, maintenance and operation

of an optical prescription dispensary kiosk offering retail optical products to MARC patients and other

persons during the MARC’s normal business hours. Licensee shall comply with all laws, statutes, ordinances,

rules and regulations promulgated by any governmental agency or authority and applicable to any activity of

Licensee on the Premises. Licensee shall further comply with the rules and regulations of Owner attached as

Exhibit C hereto and with all amendments, modifications and additions thereto promulgated by Owner from

time to time for the use of space and facilities in the MARRC. Without limitation of the foregoing, Licensee is

advised that no smoking is allowed in in the Premises or the MARC.

3. Term of License. The term of this Agreement begins on the Effective Date and ends on the fifth (5th)

anniversary of the Effective Date (“Initial Term”), unless sooner terminated in accordance with the provisions

of this License. “Term”, as used herein, shall mean the Initial Term, subject to extension or sooner termination

in accordance with the provisions of this Agreement.

A. Extension Option. User, at its option, may extend this Agreement for up to five additional

http://www.uthscsa.edu/police/parking-permits

OGC #172923 DOC 2724666V1 PAGE 2

periods of one year each (each an “Extension Term”) by giving written notice to Owner of its intention to do

so at least ninety (90) days prior to the end of the Initial Term or then current Extension Term, as applicable.

Each Extension Term shall begin on the day immediately following the expiration of the prior Initial Term or

Extension Term, as applicable. All terms, covenants, and provisions of this Agreement applicable to the Initial

Term shall apply to an Extension Term; save and except as expressly provided to the contrary in this License.

B. Early Termination During an Extension Term. Notwithstanding anything to the contrary

herein contained, either party may, at any time during an Extension Term of this Agreement, elect to terminate

the Agreement upon 180 days advance written notice to the other party.

4. License Fee. As consideration for this License and the use of the Premises, Licensee covenants and

agrees to pay Owner the fee described in Exhibit B attached hereto (the “License Fee”). The License Fee is

payable in advance, on or before the first day of each calendar month during the Term. Such License Fee

shall cover User’s use of the Premises, the Common Areas, and the Services and Facilities for the

immediately following month. For a period of less than a month, the License Fee will be apportioned on a

daily basis. Payment of the License Fee shall be made to Owner at:

The University of Texas Health Science Center at San Antonio

P.O. Box 40310

San Antonio, TX 78229

Attn: Accounts Receivable

Any other payments payable by Licensee to Owner, if any, will be invoiced and paid in the same manner

and to the same place as stated above.

5. Security Deposit. Prior to taking possession of the Premises, Licensee shall pay a security deposit

(“Security Deposit”) in the amount one month’s License Fee to Owner. Owner may from time to time apply

the Security Deposit against costs reasonably and actually incurred by Owner in curing any breach by

Licensee of its obligations under this License and require that Licensee replenish any amounts so applied

within 10 days of Owner’s written demand. The Security Deposit, or any balance remaining after deducting

outstanding fees and other costs due to Owner, will be returned to Licensee in accordance with applicable

law and you vacate the Premises. No interest is payable on the Security Deposit, and we may withdraw

funds from the Security Deposit from time to time to pay amounts you owe us under this Agreement.

6. Insurance.

A. Licensee’s Insurance. Licensee shall procure and maintain throughout the Term at its sole

cost and expense, the following insurance, with companies authorized to do insurance business in the State

of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code, having

an A.M. Best Rating of A-VII or better, and in amounts not less than the following minimum limits of

coverage:

1. Workers’ Compensation Insurance with statutory limits, and Employer’s Liability

Insurance with limits of not less than $1,000,000:

Employers Liability - Each Accident $1,000,000

Employers Liability - Each Employee $1,000,000

Employers Liability - Policy Limit $1,000,000

2. Commercial General Liability Insurance with limits of not less than:

Each Occurrence Limit $1,000,000

Damage to Rented Premises $ 300,000

Personal & Advertising Injury $1,000,000

OGC #172923 DOC 2724666V1 PAGE 3

General Aggregate $2,000,000

Products - Completed Operations Aggregate $2,000,000

The required Commercial General Liability policy will be issued on a form that

insures Contractor’s and subcontractor’s liability for bodily injury (including

death), property damage, personal and advertising injury assumed under the terms

of this Agreement.

3. Business Auto Liability Insurance covering all owned, non-owned or hired

automobiles, with limits of not less than $1,000,000 single limit of liability per accident

for Bodily Injury and Property Damage. If a separate Business Auto Liability policy

is not available, coverage for hired and non-owned auto liability may be endorsed on

the Commercial General Liability policy.

4. Personal Property Insurance. Such personal property coverage on its own personal

property as Licensee desires.

Certificates of Insurance and Additional Insured Endorsements reflecting applicable limits, sub-limits, self-

insured retentions and deductibles will be provided to Owner upon request. The Board of Regents of the

University of Texas System and The University of Texas Health Science Center at San Antonio will be

named as an additional insureds and will be provided with a waiver of subrogation of form reasonably

acceptable to Owner, by endorsement.

B. Owner’s Insurance. Licensee acknowledges that Owner is an agency of the State of Texas

and has only such authority as is granted to Owner by state law or as may be reasonably implied from such

law. Owner shall have the right, at its option, to (a) obtain liability insurance protecting Owner and its

employees and property insurance protecting Owner’s property, to the extent authorized by Section 51.966

of the Texas Education Code or other law; or (b) self-insure against any risk that may be incurred by Owner.

C. Licensee's Failure to Maintain Insurance. If Licensee fails to comply with the foregoing

insurance requirements, then Owner may (in addition to having available to it all other remedies provided

herein on the occurrence of an Event of Default) obtain such insurance, and Licensee shall pay to Owner on

demand, as additional rent hereunder, the premium cost thereof plus interest at the lesser of eighteen percent

(18%) per annum or the highest lawful rate, from the date of payment by Owner until payment by Licensee.

7. Services to the Premises. Owner and Licensee agree as follows regarding services to the Premises.

If for any reason Owner cannot provide a promised service to the Premises, Owner’s liability for such

failure is limited to crediting or returning to Licensee a fair proportion of the Licensee Fee for the period of

time the service was not available plus, if applicable, any fee paid by Licensee to Owner for Miscellaneous

Services that Owner agreed to provide but which were not actually provided.

A. Electrical Service. Owner agrees to provide the Premises with access to amounts of electric

current reasonably sufficient for the Permitted Use. The cost of such electrical service to the Premises is

included within the Licensee Fee.

B. HVAC. Owner agrees to provide the Premises with the same levels and hours of service of

heating, ventilation, and air conditioning as Owner provides to the other public areas of the MARC. The cost

of such heating, ventilation, and air conditioning for the Premises is included within the Licensee Fee.

C. Telephone and Telecommunication. Owner at its cost shall provide connections to

telephone and telecommunication service lines at the perimeter of the Premises and Licensee shall be

responsible for contracting and paying for all telephone and telecommunication services Licensee desires in its

operations of the Premises.

OGC #172923 DOC 2724666V1 PAGE 4

D. Keys and Entry Cards. A reasonable number of keys and entry cards (collectively, the

“Badges”) will be provided to Licensee before the Term begins. The Badges will allow you to enter the

MARC and the Premises. Licensee may not make any copies of the Badges or allow anyone other than its

officers and employees to use the Badges without the prior written consent of Owner. Any lost Badge must

be reported to Owner immediately, and Licensee must pay the actual cost of replacement Badges, $10 per

badge and changes to any locks, if required.

E. Miscellaneous Services. Owner and Licensee may from time to time agree upon additional

services to be provided by Owner to the Premises and/or Licensee, at such cost to Licensee as the parties may

agree.

8. Security. Licensee shall be solely responsible for the security of the kiosk and the Premises and for

securing the Premises at the end of each business day. Security services will be provided to the public areas

of the MARC by the Owner’s Campus Police Department in such manner and with such staffing as Owner

determines in its sole judgment. Licensee agrees to cooperate with Owner’s Campus Police Department in

all matters. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE

CONTRARY, OWNER, THE UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT SAN

ANTONIO, AND THEIR RESPECTIVE REGENTS, OFFICERS AND EMPLOYEES (THE

“OWNER PARTIES”), JOINTLY AND SEVERALLY, WILL NOT BE LIABLE FOR, AND TO

THE FULLEST EXTENT ALLOWED BY LAW LICENSEE RELEASES, THE OWNER

PARTIES, JOINTLY AND SEVERALLY FROM, ANY CLAIM, LIABILITY AND CAUSE OF

ACTION FOR ANY INJURY, DAMAGE OR LOSS SUFFERED BY LICENSEE, AND/OR

LICENSEE’S AGENTS, EMPLOYEES, AGENTS AND INVITEES ARISING OUT OF OR

RELATED TO OWNER’S PROVISION OF SECURITY SERVICES UNDER THIS

AGREEMENT.

9. Removal of Property. At the expiration or sooner termination of this Licensee, Licensee agrees at

its cost to remove all of Licensee’s personal property from the Premises and the MARC and to repair to

Owner’s reasonable satisfaction any damage caused by such removal.

10. Waste. Licensee agrees not to harm the Premises or the MARC, nor commit waste, nor create any

nuisance nor make any use of the Premises or the MARC that is offensive, as reasonably determined by

Owner.

11. Alterations. Licensee agrees not to make any alterations or additions, nor permit the making of any

holes in the walls, partitions, ceilings, or floors, nor permit the painting, placing of any exterior signs, placards,

or other advertising media, banners, pennants, awnings, aerials, antennas, or the like in or about the Premises

or the MARC, without on each occasion obtaining the prior written consent of Owner. Without limitation of

the foregoing, Licensee may not install any cabling or telecom connections to serve the Premises without

the prior written consent of Owner, which consent shall not be unreasonably withheld or conditioned.

12. Trademarks and Advertisements. The Board of Regents of The University of Texas System

(“BOR”) owns all rights to the name, insignia, logos, identifying features, marks, or symbols of the MARC,

The University of Texas at Health Science Center at San Antonio and The University of Texas System

(collectively, the “UT Marks”). Any use of UT Marks by Licensee other than as expressly permitted in this

Agreement must be approved by BOR in writing in advance and may require execution of a separate

Trademark License Agreement between Licensee and BOR. It is expressly understood and agreed (1) that

UT Marks will not be included in any of the final photographs/images used by Licensee for any external

advertising or commercial purpose, (2) that no use of UT Marks can state or imply that UT endorses or

sponsors the Licensee, or any service, product, good, business entity or other sponsor associated with

Licensee and (3) that Licensee does not have the right to manufacture, market, sell or have manufactured

marketed or sold on its behalf merchandise or photographs/images bearing any UT Mark. This provision

will survive the expiration or other termination of this Agreement.

OGC #172923 DOC 2724666V1 PAGE 5

13. Default. If either party breaches any of its obligations under this Agreement and fails to cure the

breach for a period of thirty (30) calendar days after written notice of the breach from the other party (or, if

the breach cannot be reasonably cured within the 30-day period, the breaching party fails to commence to

cure within 30 days and thereafter diligently proceed to cure), then the breaching party shall be in default

and the other party shall have the right to (a) terminate this Agreement by written notice to the breaching

party and/or (b) exercise any other remedy provided by law or in equity.

14. Relationship. Nothing contained herein shall be deemed or construed by the parties hereto, nor by

any third party, as creating the relationship of principal and agent or of partnership or of joint venture between

the parties hereto, it being understood and agreed that nothing contained herein, nor any acts of the parties

hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of

licensor and licensee.

15. Notice. Any notice required or permitted to be delivered under this Agreement shall be deemed

received when actually delivered by hand delivery or overnight courier, or when deposited in the United States

mail, postage prepaid, certified mail, return receipt requested, addressed to Owner or User, as the case may be,

at the address stated below (or to such other address as shall be designated from time to time in writing by the

applicable party and sent in accordance herewith):

Licensee's Address: Owner's Address:

Director of Real Estate

7703 Floyd Curl Drive

Mail Code 7726

San Antonio, TX 78229

With a copy to: With a copy to:

The University of Texas System

Office of General Counsel - Real Estate Office

201 West 7th Street, Suite 600

Austin, Texas 78701

Attention: Executive Director of Real Estate

16. No Commission. Each party warrants and represents to the other party that no brokerage commission

or finder’s fee is due or owing to any person by through or under it in connection with the negotiation, execution

and/or performance of this Agreement. A party in breach of the foregoing warranty agrees to reimburse the

other party for (i) any brokerage commission or finder’s fee lawfully owing to a third party and (ii) to the extent

authorized by the Constitution and laws of the State of Texas, attorney fees, costs of suit and court costs actually

and reasonably incurred in defending against such a claim.

17. Entire Agreement and Amendment. This Agreement contains all of the agreements of the parties

hereto with respect to the transaction contemplated in this instrument and supersedes any prior

understandings or written or oral agreements between the parties concerning the subject matter of this

Agreement. This Agreement may be amended, modified or supplemented only by an instrument in writing

executed by all parties hereto.

18. Authority. Each party represents and warrants that (a) such party has the full power and authority

to enter into this Agreement and to perform its provisions and (b) the person signing on behalf of such party

has been duly authorized by such party to sign this Agreement on its behalf.

19. Successors and Assigns. This Agreement shall run with the Property and shall be binding upon

and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors

and assigns.

OGC #172923 DOC 2724666V1 PAGE 6

20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of

the State of Texas.

21. Counterparts. This Agreement may be executed in a number of counterparts, each of which for all

purposes shall be deemed an original and all of which, when taken together, shall constitute one and the same

instrument.

22. Construction. Each party acknowledges that it and its counsel have reviewed this Agreement and that

the normal rule of construction shall not be applicable and there shall be no presumption that any ambiguities

will be resolved against the drafting party in interpretation of this Agreement.

23. Paragraph Headings. The paragraph headings used herein are intended for reference purposes only

and shall not be considered in the interpretation of the terms and conditions hereof.

24. Assignment. This Agreement may not be assigned or transferred, in whole or in part, by operation

of law or otherwise, by Licensee without the prior written consent of Owner, which consent may be

withheld in Owner’s sole discretion.

25. No Waiver. Except as otherwise expressly provided by statute, no provision of this Agreement

shall constitute, nor is it intended to constitute, a waiver of Owner’s or the State of Texas' exemptions,

privileges, and immunities provided by or allowed under the Constitution of the State of Texas or any other

applicable laws. Under no circumstances shall Owner be obligated to perform, or refrain from performing,

any act when the same would be a violation of the Constitution and laws of the State of Texas.

Executed on the date(s) set forth beside the signature lines below, to be effective for all purposes as of

the Effective Date stated in the opening paragraph.

DATE: OWNER: BOARD OF REGENTS OF THE UNIVERSITY

OF TEXAS SYSTEM, for the use and benefit of

The University of Texas Health Science Center at

San Antonio

, 2017 By:

Name:

Title:

Approved by: The University of Texas Health

Science Center at San Antonio

, 2017 By:

Name: Andrea Marks ______

Title: Vice President, CFO

DATE: LICENSEE: ________________________________________

, 2017 By:

Name:

Title:

OGC #172923 DOC 2724666V1 PAGE 7

EXHIBIT A

DESCRIPTION OF PREMISES

A 13.16 Acre (573,163 square feet) tract, being a portion of that called 114.16 acre tract that is

recorded in Volume 4703, page 249, Deed Records of Bexar County, Texas and a portion of that

called 110.22 acre tract as recorded in Volume 4699, page 324 of the Deed Records of Bexar

County, Texas, situated in the Manuel Tejeda Survey No. 89, Abstract No. 741, City of San

Antonio, Bexar County, Texas.

OGC #172923 DOC 2724666V1 PAGE 8

EXHIBIT B

LICENSEE FEE

(to be determined)

OGC #172923 DOC 2724666V1 PAGE 9

EXHIBIT C

RULES AND REGULATIONS

Tenant shall not block or obstruct any of the entries, passages, doors, hallways or stairways of the Building or

permit those areas to be used at any time except for ingress and egress. No tenant and no employee, agent or

invitee of Tenant shall go onto the roof of the Building.

2. Tenant shall refer all contractors, contractor's representatives and installation technicians rendering any

service to Tenant to Landlord for Landlord's supervision, approval and control before performance of any

contractual service.

3. Movement in and out of the Building of furniture, office equipment or other bulky materials or the

dispatch or receipt by Tenant of any merchandise or materials which requires use of elevators or stairways

shall be restricted to time (between 5:00 p.m. and 7:00 a.m.), method and routing of movement as determined

by Landlord, and Tenant assumes all liability and risk in that movement. Without limitation of the foregoing,

Tenant is liable for all costs and expenses pertaining to alterations to the Building and/or safety or engineering

studies required by Landlord that pertain to or arise out of the weight or nature of the items that Tenant desires

to move in or out of the Building. Landlord is not liable for any damage or loss to any property or persons

resulting from any such act or service performed for Tenant, and Tenant hereby agrees to (i) indemnify,

defend and hold the Landlord Parties, jointly and severally, harmless from and against any and all such

damage, injury or loss arising with respect thereto, including without limitation court costs and

attorney's fees incurred by Landlord; and (ii) repair any damage to the Building, Common Areas, or the

Premises caused by such act or service performed by or for Tenant. If Tenant is using a moving company,

then before the moving company may move any equipment, furniture or other personal property in or out of

the Building or the Premises, Tenant shall deliver to Landlord a certificate of insurance evidencing that the

moving company has commercial general liability insurance coverage, workers compensation insurance

coverage, and employer's liability insurance coverage from an insurance company satisfactory to Landlord

and in such amounts as Landlord may from time to time determine.

4. No signs, advertisements or notices are allowed in any form on windows or doors inside or outside the

Premises or any other part of the Building, without the prior written consent of Landlord.

5. No draperies, shutters, or other window coverings shall be installed on exterior windows or walls, or

on windows and doors facing public corridors or the Common Areas without Landlord's written consent.

6. Tenant shall not place, install or operate in the Premises or the Building any engine, stove or machinery,

or conduct mechanical operations or cook thereon or therein, except for coffee machines, microwave ovens

and other break room appliances of a residential nature.

7. Any directory of the Building provided by Landlord shall be exclusively for the display of the name

and location of tenants in the Building, and Tenant shall pay Landlord's standard charge for Tenant's listing

and for any changes by Tenant. Landlord may at any time, in Landlord's sole discretion, alter the directory or

limit the number of specialties listed on the directory.

8. Tenant shall keep, and shall cooperate with Landlord and Landlord's employees and agents in keeping,

the Premises in a clean and tidy condition at all times.

9. No additional locks or access control devices shall be placed on any door in or providing access to the

Premises without obtaining the prior written consent of Landlord and providing Landlord with a key or other

means to access the Premises. Tenant shall not have any duplicate keys made and shall return all keys to

Landlord promptly on termination of this Lease.

OGC #172923 DOC 2724666V1 PAGE 10

10. Tenant shall give Landlord prompt notice of all damage to or defects in air conditioning equipment,

plumbing, electrical facilities or any part or appurtenance of the Premises.

11. Tenant shall not use the plumbing facilities of the Premises or Building for any purpose other than that

for which they were constructed. Tenant shall pay for all damages resulting to any plumbing fixtures from

misuse by Tenant and Landlord is in no way responsible therefor. NO CHEMICALS MAY BE DISPOSED

OF THROUGH THE PLUMBING SYSTEM.

12. Landlord may prescribe the weight and position of safes, computers and other heavy equipment which

shall, in all cases, stand on supporting devices approved by Landlord.

13. Building hours are from 8 a.m. to 6 p.m. After-hours entry to the Building requires a Landlord-issued

security badge. Landlord may refuse admittance to the Building from 7 p.m. to 7 a.m. daily, or on Sundays

or on legal holidays, to any person or persons who cannot furnish satisfactory identification and who have not

obtained prior security clearance (which may be obtained from the Building manager's office by calling

between 8:30 a.m. and 4:30 p.m. Monday thru Friday), or to any person who, in Landlord's judgment, should

be denied access to the Premises. All employees of Tenant must obtain a University of Texas Health Science

Center – San Antonio identification/security badge, at a cost of $10 per badge per employee. Badges are

issued by and coordinated through the Campus Police for The University of Texas Health Science Center –

San Antonio, who may be contacted at (210)-567-2800.

14. Canvassing, soliciting and peddling in the Building are prohibited, and each Tenant shall cooperate to

prevent the same.

15. No animals are allowed in the Premises or the Building, except (i) disability service animals and (ii)

research animals under conditions approved by Landlord.

16. Tenant shall not install or any manner use any machine, instrument, device on the Premises which might

be harmful or hazardous to any person or property without the prior written consent of Landlord. Should

Tenant desire to install or in any manner use any such possibly harmful or hazardous machine, instrument or

device, then it shall be the responsibility of Tenant to provide, at Tenant's sole cost and expense, all due and

necessary safeguards in connection with such installation and use, and such safeguards shall be properly

certified, in writing, to Landlord, as being adequate and sufficient by person or persons accepted by Landlord

as being qualified to make such certification. Tenant shall at all times comply with and adhere to such

safeguard stipulations and certifications.

17. Life-threatening emergencies shall be reported to the appropriate authorities (dial 911) for paramedic

assistance, and additionally to the Landlord at the Building manager's office.

18. Routine or emergency maintenance matters shall be reported to Landlord at the Building manager's

office for proper distribution, execution and follow-up. Security matters shall also be reported to the Building

leasing office.

19. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular

tenant or tenants, but no waiver by Landlord shall be construed as a waiver of such Rules in favor of any other

tenant or tenants, or prevent Landlord from thereafter enforcing all Rules against any or all of the tenants of

the Building.

20. Landlord may rescind or amend any of these Rules and Regulations and make other and further

reasonable rules as in its judgment are from time to time necessary and desirable.

21. The Building is a non-smoking facility. Exterior smoking areas may be designated throughout the

Project for Tenant, Tenant's agents, patients, invitees, employees and contractors, in Landlord's sole

discretion.

OGC #172923 DOC 2724666V1 PAGE 11

22. Possession of handguns, firearms, or other weapons (whether licensed or unlicensed) in the Building or

grounds is strictly prohibited. Notwithstanding the foregoing, it is acceptable for Tenant’s armed police

officers to be on site; however, Landlord’s police department will be the first responders and have jurisdiction

in the Premises and on the Property. Should Tenant wish to have its own police officers stationed in the

Premises, such request will be subject to the approval of UT System’s Director of Police, at his discretion.

of 15

APPENDIX FOUR

Proposed Monthly License Rate

YEAR RATE PER MONTH

YEAR 1:

YEAR 2 :

YEAR 3 :

YEAR 4 :

YEAR 5:

YEAR 6:

YEAR 7 :

YEAR 8 :

YEAR 9:

YEAR 1O:

*UT Health San Antonio hopes to obtain a minimum bid of $25 per square foot, annually.

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APPENDIX FIVE

OPTICAL KIOSK DRAWING

10x15 Optical Balcony Kiosk

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48" Tall 24"x24 Corner Displays, accessible from outside kiosk(Qty 4)

40" Tall 66"x24" Displays, accessible from inside kiosk(Qty 2)

36" POS

36"wx34"h Liftgate/ADA

66"x24" Full storage credenza with raised backsplash(Qty 2)

40" Tall 72"x24" Display(Qty 1)


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24"

36"

24"

36"

24"

24" 66" 66" 24"

24"

24"

66" 66" 24"

72"

132"

72"

120"

180"

36"


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40" 48"

34"

48"

120"

180"

6"

48"

40"

request for...

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