License Procedures, UC as Licensee

Are you considering sharing space with a non-University group in a building or on a property not owned by the University?

The process for entering into a space license as licensee is similar in many ways to the process for entering into a lease agreement as tenant. As with the lease process, your unit will need to obtain campus approval to enter into a space license, and the appropriate campus units will need to perform due diligence for your selected site to ensure its suitability for license. The Real Estate Office will help you coordinate the campus approval process, due diligence, and other necessary tasks prior to execution of a space license agreement.

Space licenses typically feature shorter terms than leases, and also signficantly lower consideration (if any). Because the obligations to the University associated with entering into a license are lower than with leases, the process for entering into a space license agreement is also scaled down (in most cases) from the lease process as well. The Real Estate Office will help guide you through the license process as needed and answer any questions you may have about what do next.

HOW TO GET STARTED

As with the lease process, you will need to prepare a "Project Summary Form" describing the space to be licensed, the nature of your unit's intended use, the potential financial obligations to the University, etc. When the form is complete, send it to Lisa Akeson in the Real Estate Office to arrange for campus review and approval. Depending on the nature of your proposed space license, the REO may set up a license coordinating committee, similar to lease coordinating committee described in the UC as tenant lease procedure. However, as space licenses with UC as the licensee rarely involve major tenant improvement projects, moving lots of staff to a new location, etc., in most cases a coordinating committee will not be necessary. The REO will in any event coordinate with the relevant campus units to peform due diligence or other necessary tasks as needed, prior to execution of the space license.

CAMPUS APPROVAL PROCESS

As stated above, all space licenses must be approved by the Campus Provost/Executive Vice Chancellor (CP/EVC) prior to execution. The REO will assist your unit in securing this approval in the fashion described in the UC as tenant lease procedure. Your unit's Principal Officer will need to approve the Project Summary Form describing the proposed license, among other campus stakeholders and administration.

SITE SELECTION

If your unit is looking to enter into a space license agreement, the REO assumes you already have a site in mind, and specific reasons for considering sharing space at that location. If your unit but does not have a particular site in mind or a reason to share space with a non-University entity, it will be logistically much easier to enter into a standard lease agreement instead. Please contact the REO with any questions about how to best accomodate your space needs.

DUE DILIGENCE

The Real Estate Office will coordinate the completion of due diligence for your selected site, which for the most part will be similar to the due diligence required for leases with UC as tenant. Due diligence will include seismic and structural review, review for California Environmental Quality Act (CEQA) and Americans with Disabilities Act (ADA) compliance, environmental conditions review, and review for fire/life safety code compliance.

SPACE IMPROVEMENTS

As space licenses are most often short in duration and for relatively small amounts of space, it is not usually in the University's interest to contribute to the cost of improvements to a licensed space, or to enter into a space license that will require improvements to the space due to the University's use. Please contact Lisa Akeson in the REO to discuss the potential need for improvements to space you are considering licensing.

LICENSE DOCUMENT PREPARATION AND REVIEW

Once your proposed license action has received campus approval and due diligence has been completed, the REO will negotiate with the other party to draft a suitable license agremement form. Presently, all space license agreement forms require review by the UC Office of General Counsel (OGC) prior to execution. This process can take up to 4-6 weeks; please be sure to consider counsel review time when planning your schedule to access and use the space. License agreement forms also require review by the UCSC Office of Risk Services. The REO will coordinate all required review.

EXECUTION

The REO will coordinate the license execution process once campus approval to proceed has been secured, due diligence is complete, and an appropriate form has been negotiated and approved for execution. Once the space license has been executed, your unit may begin using the space.

TRANSMITTAL TO UNITS

Upon execution of a license agreement, the REO will prepare a 'Summary of License Obligations' letter for your Principal Officer, clearly delineating the financial and other obligations your unit has assumed by entering into the license. The REO will also provide a draft 'Concurrence Letter' affirming that the Principal Officer understands and accepts the obligations outlined in the Summary of License Obligations, which your principal officer will send to the CP/EVC as soon as is feasible after execution.
 
Your unit can refer to the Summary of License Obligations document as necessary throughout the license term to review its responsibilities and to determine how to respond to any issues that arise. The REO will continue to be available to answer any of your questions regarding the license, of course.