License Procedures, UC as Licensor

Are you considering sharing in a University building or on University property with a non-University group?

The process for entering into a space license as licensor is similar in many ways to the process for entering into a lease agreement as landlord. As with the lease process, your unit will need to obtain campus approval to enter into a space license, and the appropriate campus units may need to perform due diligence on the proposed use of the University property or building by the prospective licensee. 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.

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 the prospective licensee's intended use, revenue the University can expect to realize from the license, any financial obligations the University to make the space available to the licensee, etc. When the form is complete, send it to Lisa Akeson in the Real Estate Office  to arrange for campus review and approval.

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 landlord 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.

One component of the proposed license is the "consideration", or base license fee that will be charged.  The campus generally charges a fee that is based on market rates, which may require an appraisal.  Contact Lisa Akeson for more information about how REO will work with your unit to set a license rate.  Note that allocation of license revenues is at the discretion of the CP/EVC.

Another component of approval is reaching an agreement with Physical Plant regarding payment for maintaining the space.  If the space is currently state funded ("OMP") space, then it is included in Physical Plant's list of buildings to maintain.  The unit will need to collect maintenance and utilities costs from the licensee and enter into a memorandum of understanding (MOU) stating that the unit will provide these revenues to Physical Plant to reimburse the campus for the cost of upkeep.  REO can help your unit estimate the charges to the licensee and will provide an example MOU.  Contact Lisa Akeson for more information.

DUE DILIGENCE

The Real Estate Office will coordinate the completion of due diligence on the prospective licensee's proposed use. Due diligence may include an inspection of the prospective licensee's financial records, review by the UCSC Physical Planning & Construction (PP&C) office of the feasibility of any improvements or technical installations the licensee is proposing, review by the Environmental Health & Science (EH&S) office for potential environmental impacts, and review by the UCSC Environmental Assessment Group (EAG) for compliance with the California Environmental Quality Act (CEQA).

SPACE IMPROVEMENTS

Any potential improvements or alterations to University buildings or property should be described in the Project Summary Form and must be approved by the Campus Provost/EVC, and by PP&C once the Project Summary Form has been approved. The space licensee should expect to pay for all costs associated with PP&C's review process, even if the improvements or alterations are ultimately not approved. The REO will coordinate the PP&C review process as necessary. Generally, the EVC and campus administration will be skeptical of significant alterations to the campus buildings or property that do not clearly benefit the University's planned use of that space. Please contact Lisa Akeson to discuss any improvements requested by prospective licensees if you have any questions.

LICENSE DOCUMENT PREPARATION AND REVIEW

Once your proposed license action has received campus approval and due diligence on the proposed use has been completed, the REO will negotiate with the other party to draft a suitable license agreement form.  The license will be based on the UC Standard Form License, and the insurance provisions will be obtained from the UC Risk Services Vendor Matrix http://www.ucop.edu/ucophome/policies/bfb/bus63-VendorMatrix.pdf using the "Real Estate" parameters.  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, the licensee may begin using the space, unless otherwise provided for under the license.

TRANSMITTAL TO UNITS

Upon execution of a license agreement, the REO will provide a copy of the license to both the licensing unit and the licensee. The REO will continue to be available to answer any of your questions regarding the license.