oSIST prEN 15222:2005
Facility Management - Agreements - Guidance on how to prepare Facility Management agreements
Facility Management - Agreements - Guidance on how to prepare Facility Management agreements
This European standard provides guidance on the preparation of agreements for Facility Management work.
The European standard can be applied to:
- Both public and private European Common Market cross-border, as well as domestic, client/Facility management agreements or relationships.
- The whole range of facility services including planning, management, management and service, service and subcontract or operations.
- Full range of activities associated with any type of working environment (e.g. industrial, commercial, administration, military, health etc.).
This European standard is applicable to services, if they are primarily characterized by the following properties:
- business to business services;
- managed by the Facility management service provider;
- recurrent type of operations;
- performance oriented;
- prices or mechanisms to determine prices for services which are closely linked to performance.
In prEN 15222 the main examples of services concerned are listed.
The standard is primarily written for Facility Management agreements between a client and an external Facility Management service provider. However a large part of this standard can be applied to cases where the Facility management service provider is an internal entity within the client's organisation and be very helpful to set up an approach based on Services Level Agreements (SLA).
This standard does not replace any specialized standards related to services within the scope of the Facility Management agreement.
The standard does not:
- Go into detail concerning the management of environmental issues;
- Provide standard forms for Facility Management agreements;
- Determine rights and obligations between client and Facility Management service provider;
- Detail employment conditions in regard to Facility Management agreements, although such details are extremely important.
Facility Management - Vereinbarungen - Leitfaden zur Ausarbeitung von Facility Management-Vereinbarungen
Diese Europäische Norm ist ein Leitfaden für die Ausarbeitung von Vereinbarungen für Facility Management-
Arbeiten.
Diese Europäische Norm kann auf Folgendes angewendet werden:
-
sowohl öffentliche als auch private innerhalb des Europäischen Gemeinsamen Marktes grenzüberschrei-
tende oder innerhalb eines Landes geltende Auftraggeber-/Facility Management-Vereinbarungen oder
-Beziehungen;
-
das gesamte Spektrum der Facility Services, einschließlich Planung, Management, Management und
Leistung, Leistung und Unterauftrag oder Arbeitsabläufen;
-
den gesamten Bereich der mit allen Arten von Arbeitsumgebungen (z. B. Industrie, Handel, Verwaltung,
Militär, Gesundheit usw.) verbundenen Aktivitäten.
Diese Europäische Norm ist auf Leistungen anwendbar, die in erster Linie durch die folgenden Eigenschaften
charakterisiert werden:
-
Leistungen von Geschäft zu Geschäft;
-
Management durch den Facility Management-Leistungserbringer;
-
wiederkehrende Arbeitsabläufe;
-
leistungsorientiert;
Facilities Management - Accords - Lignes directrices sur la façon d'élaborer des accords de Facilities Management
La présente Norme européenne fournit des lignes directrices applicables à l�élaboration d�accords relatifs aux
opérations de Facilities Management.
La Norme européenne peut être appliquée :
.à des relations ou accords au sein du Marché commun européen entre les donneurs d�ordres et les
prestataires de Facilities Management, dans le secteur public comme dans le secteur privé, tant au
niveau international que local ;
.à la gamme complète de services de Facilities Management, y compris la planification, le management,
la gestion et les services, les services et sous-traitance d�opérations ;
.à la gamme complète d�activités associées à tout type d�environnement de travail (par exemple, industriel,
commercial, gouvernemental, militaire, lié à la santé, etc.).
La présente Norme européenne est applicable aux services, si ceux-ci sont principalement caractérisés par
les propriétés suivantes ;
.services interentreprises ;
.gestion assurée par le prestataire de services de Facilities Management ;
.opérations récurrentes ;
.axés sur la performance ;
Upravljanje z objekti in s storitvami – Pogodbe – Navodilo za pripravo pogodb o upravljanju objektov
General Information
Standards Content (Sample)
SLOVENSKI oSIST prEN 15222:2005
PREDSTANDARD
september 2005
Upravljanje z objekti in s storitvami – Pogodbe – Navodilo za pripravo
pogodb o upravljanju objektov
Facility Management – Agreements – Guidance on how to prepare Facility
Management agreements
ICS 03.080.99; 91.040.01 Referenčna številka
© Standard je založil in izdal Slovenski inštitut za standardizacijo. Razmnoževanje ali kopiranje celote ali delov tega dokumenta ni dovoljeno
EUROPEAN STANDARD
DRAFT
NORME EUROPÉENNE
EUROPÄISCHE NORM
May 2005
ICS
English version
Facility Management - Agreements - Guidance on how to
prepare Facility Management agreements
Facilities Management - Accords - Lignes directrices sur la Facility Management - Vereinbarungen - Leitfaden zur
façon d'élaborer des accords de Facilities Management Ausarbeitung von Facility Management-Vereinbarungen
This draft European Standard is submitted to CEN members for enquiry. It has been drawn up by the Technical Committee CEN/TC 348.
If this draft becomes a European Standard, CEN members are bound to comply with the CEN/CENELEC Internal Regulations which
stipulate the conditions for giving this European Standard the status of a national standard without any alteration.
This draft European Standard was established by CEN in three official versions (English, French, German). A version in any other language
made by translation under the responsibility of a CEN member into its own language and notified to the Management Centre has the same
status as the official versions.
CEN members are the national standards bodies of Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France,
Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Slovakia,
Slovenia, Spain, Sweden, Switzerland and United Kingdom.
Warning : This document is not a European Standard. It is distributed for review and comments. It is subject to change without notice and
shall not be referred to as a European Standard.
EUROPEAN COMMITTEE FOR STANDARDIZATION
COMITÉ EUROPÉEN DE NORMALISATION
EUROPÄISCHES KOMITEE FÜR NORMUNG
Management Centre: rue de Stassart, 36 B-1050 Brussels
© 2005 CEN All rights of exploitation in any form and by any means reserved Ref. No. prEN 15222:2005: E
worldwide for CEN national Members.
Contents Page
Foreword.3
Introduction .4
1 Scope .5
2 Normative references .5
3 Terms and definitions .6
4 Primary activities .7
5 Different types of Facility Management agreements .8
6 Main characteristics of Facility Management agreements.9
7 Preparation and implementation of Facility Management agreements .12
8 Facility Management agreement structure .14
Annex A (informative) Public procurement legislation.41
Foreword
This document (prEN 15222:2005) has been prepared by Technical Committee CEN/TC 348 “Facility Management”,
the secretariat of which is held by NEN.
This document is submitted to CEN enquiry.
When published definitely, This European Standard should be given the status of a national standard, either by
publication of an identical text or by endorsement and conflicting national standards should be withdrawn.
Introduction
Effective Facility Management brings value to an organisation and all associated stakeholders.
The objective of this European Standard is to provide guidance for the preparation of an effective Facility
Management agreement. Such an agreement by its nature defines the relationship between on the one side an
organisation that procures facility services (client) and on the other side an organisation that provides these services
(Facility Management service provider).
Although Facility Management can vary from a combination of single facility services e.g. 'security' and 'cleaning' to
fully integrated facility services and/or a functional approach to an organisation e.g. 'workplace' or 'mobility', this
European standard is primarily written for organisations that adopt integrated facility services and/or a functional
approach. In addition, as technical developments increase and economic systems mature, the demand for this type
of facility services, both nationally and internationally, will increase.
It is therefore important that Facility Management agreements are approached in a structured and careful manner.
The purpose of this standard is to:
– Promote cross-border client/Facility Management contractor relationships within the European Common Market
and to produce a clear interface between the client and the Facility Management service provider.
– Improve the quality of Facility Management agreements so that disputes and adjustments are minimised.
– Assist in the selection and scope of facility services and to identify options for their provision.
– Give assistance in, and advice on, the drafting and negotiation of Facility Management agreements and in
specifying arrangements in the case of dispute.
– Identify types of Facility Management agreements and make recommendations for the attribution of rights and
obligations between the parties of the agreement.
– Simplify comparison between Facility Management agreements.
This document is a working and standardized tool intended for parties who wish to draw up the Facility Management
agreement within the European Common Market. It offers headings, which are not exhaustive. Parties may or may
not include, exclude, modify and adapt these headings to their own contracts.
This standard is a guidance document and does not oblige the parties to use any part of its content.
Not all the clauses discussed in this standard will be applicable to every Facility Management agreement.
The Facility Management agreement shall follow the European, national and local legal and fiscal rules where the
agreement will apply. Each individual agreement should be drafted, and negotiated where appropriate, to take into
account the requirements, the parties involved and any applicable laws and regulations.
1 Scope
This European standard provides guidance on the preparation of agreements for Facility Management work.
The European standard can be applied to:
– Both public and private European Common Market cross-border, as well as domestic, client/Facility management
agreements or relationships.
– The whole range of facility services including planning, management, management and service, service and
subcontract or operations.
– Full range of activities associated with any type of working environment (e.g. industrial, commercial,
administration, military, health etc.).
This European standard is applicable to services, if they are primarily characterized by the following properties:
– business to business services;
– managed by the Facility management service provider;
– recurrent type of operations;
– performance oriented;
– prices or mechanisms to determine prices for services which are closely linked to performance.
In prEN 15222 the main examples of services concerned are listed.
The standard is primarily written for Facility Management agreements between a client and an external Facility
Management service provider. However a large part of this standard can be applied to cases where the Facility
management service provider is an internal entity within the client's organisation and be very helpful to set up an
approach based on Services Level Agreements (SLA).
This standard does not replace any specialized standards related to services within the scope of the Facility
Management agreement.
The standard does not:
– Go into detail concerning the management of environmental issues;
– Provide standard forms for Facility Management agreements;
– Determine rights and obligations between client and Facility Management service provider;
– Detail employment conditions in regard to Facility Management agreements, although such details are extremely
important.
2 Normative references
The following referenced documents are indispensable for the application of this document. For dated references,
only the edition cited applies. For undated references, the latest edition of the referenced document (including any
amendments) applies.
prEN 15221:2004, Facility Management – Terms and definitions
3 Terms and definitions
For the purposes of this European Standard, the terms and definitions given in prEN 15221 and the following apply.
3.1
asset
anything considered by an organisation having an positive value, especially of financial value
3.2
benchmarking
process of measuring performance (including price) of facility services and comparing the results internally or
externally
3.3
demobilisation
phase during which proper and effective transfer back of facility services as specified in the Facility management
agreement to the client or to a new Facility management service provider.
3.4
due diligence
compilation, comprehensive appraisal and validation of information of an organisation at the appropriate stage of the
Facility Management agreement required for assessing accuracy and integrity at the appropriate stage of the
agreement process
3.5
escalation path
procedure to insure that when problems can't be resolved within an agreed time frame, they are rapidly brought to
the appropriate level of responsibility for adequate resolution.
3.6
exclusivity
Facility management service provider has the solus position for the facility service(s) delivery
3.7
facility management agreement
document and/or agreement stating the conditions for provision of facility services between clients and external
service providers as well as internal service providers
3.8
facility management contract
legally binding Facility Management agreement between juridical different business entities
3.9
facility management contractor
organisation that contracts to provide facility services and has the accountability for contract performance
3.11
facility management service provider
organisation that provides the client with a cohesive range of facility services within the terms of the Facility
Management agreement
3.12
functional approach
approach to Facility Management that focuses on integration of individual services to attain the required output
function
NOTE For example: maintenance of predetermined environment or the functionality of a workplace.
3.13
integrated facility services
set of facility services that interact with each other
3.14
letter of intent
note or memorandum setting out a clear intention to take a certain course of action or to enter into a formal
agreement
3.15
open-book
transparent exchange of relevant information between the client and the Facility management service provider
3.16
mobilisation
phase to establish and implement all resources, systems, data and procedures prior taking full responsibility of the
facility services to be delivered as specified in the Facility Management agreement
3.17
partial service
client service where only partial responsibility or interface obligation is included within the scope of the Facility
Management agreement
3.18
performance based payment system
method of payment based on agreed output criteria
3.19
performance indicator
client's measure that provides information about performance of facility services delivery
3.19
stakeholders
all parties who have an interest, public or private, related to the relevant activities as specified in the Facility
Management agreement
3.20
sub contractor
organisation engaged by the Facility Management contractor to perform a specific portion of a facility service
3.21
supplier
provider of a facility service or product
4 Primary activities
In Facility Management agreements it is fundamental that the Facility Management service provider has an
appreciation and understanding of the client's primary activities, relevant organisation strategies and organisational
structure at its inception and during the period of the agreement.
The primary activities description should include:
– A description of the client’s intended corporate image and trademark.
– A description of the client’s products and services.
– A description of the client’s customers.
The distinction between the primary activities and support services is decided by each organisation individually; this
distinction has to be continuously updated.
5 Different types of Facility Management agreements
5.1 Introduction
It is recommended that the two parties, before finalizing the details of the Facility Management agreement, insure
they have a common understanding on the type of Facility Management agreement intended, according to the types
described in this section.
5.2 Organisational needs
The relative responsibility of each party for facility services listed in the Facility Management agreement should be
determined in the following areas. Reference to the annex A in prEN 15221 (Facility Management model) may be
useful at this stage.
a. Facility Management on a strategic level;
b. Facility Management on a tactical level;
c. Facility Management on an operational level.
This determination will lead to the consideration of two main types of Facility Management agreements.
1. Facility Management agreements which include a, b and c. This includes a degree of responsibility for defining
the overall Facility Management strategy in line with primary activity strategy.
2. Facility Management agreements, which only include b and c.
A careful analysis of this relationship will assist in the determination of all subsequent clauses in the Facility
Management agreement.
5.3 Investments strategy and ownership
Clients should carefully consider the required operating model to meet their investment strategy.
There are typically three generic types of investment strategies within Facility Management agreements envisaged
by this document, although others might emerge over time:
1. The client provides all investments and has the ownership.
2. Investment (usually for limited elements) is provided by the Facility Management service provider, including it's
financing. This investment is usually associated with services provided within the Facility Management agreement.
The ownership, right of use, operation and ending of obligations need to be agreed for this investment in relation
to the term of the Facility Management agreement.
3. The Build Operate and Transfer agreement is comprehensive in that it incorporates the financing, planning, asset
replacement, construction, management and service operation including the full responsibility for all Facility
Management costs and risks. This standard is not considered applicable for construction agreements.
5.4 Price and rate mechanisms
There are 3 main methods of price mechanisms and their combinations that can be considered:
1. Lump sum: the Facility Management service provider is fully responsible for defined performance and quality at
an agreed total amount for the agreed facility services.
2. Unit rate: the Facility Management service provider is fully responsible for defined performance and quality at an
agreed unit rate for the agreed facility service quantities within an agreed range.
3. Cost plus: the Facility Management service provider is fully responsible for defined performance and quality at
actual costs plus agreed fee for the agreed facility services. In this case the actual costs for the agreed facility
services have to be made available to the client. This can be linked to a guaranteed maximum price (GMP).
These prices may be fixed (fixed price) over the period of time or adjusted based agreed criteria (variable price).
For all the above pricing mechanisms an open-book clause can be used. In this case the details of all relevant
financial transactions are available to the client.
5.5 Performance based payments
5.5.1 Incentives within the scope of the Facility Management agreement
The client and Facility Management service provider should agree if the performance based payment system will
operate to cover incentives and non-performance.
5.5.2 Incentives on added value to primary activities
Where the two parties recognise that the client’s primary activities performance may improve resulting from the
positive performance of the Facility Management service provider the principles for establishing an incentive may be
added to the Facility Management agreement.
5.5.3 Incentives about savings
Where the Facility Management service provider identifies opportunities for savings, the principles for establishing
and sharing the savings may be added to the Facility Management agreement.
6 Main characteristics of Facility Management agreements
6.1 Preparation time and resources
Time and resources should be dedicated to the preparation of the Facility Management agreement in proportion to
the size, importance, and complexity.
Several different phases should be followed to prepare Facility Management agreements and to ensure that the
expectations of different stakeholders are taken into account. These stages are summarised in section 7.
6.2 Mutuality and benefits
Both client and Facility Management service provider should share a mutual vision and understand the desired
outcome and objectives of the client. Specifically:
– The Facility Management service provider should recognise the operational and strategic importance of its own
operation to the client’s organisation.
– The client should recognise that it has a direct interest in the performance of its Facility Management service
provider in financial, operational and other ways.
Consideration should be given to the primary activities requirements and change management processes to ensure
that mutuality and benefits are sustained throughout the term of the Facility Management agreement.
It is important that, before deciding to move towards the signature of the Facility Management agreement, each of
the two concerned parties perform their own financial profitability analysis of activities considered.
6.3 Strategic objectives
The Facility Management service provider should fully understand and support the client's (Facility Management)
strategy relevant to the Facility Management agreement. Where the client's Facility Management strategy has not
been fully determined, both parties should develop a sufficient understanding of this strategy for the purposes of the
agreement.
The Facility Management service provider has to understand the internal culture and internal processes of its client.
The respective management structures of the client and the Facility Management service provider should be
considered before the Facility Management agreement has been signed. The degree of organisational overlap and
control points/interfaces should be agreed in principle together with an explicit consideration of the structure of the
management information flow between the two parties.
6.4 Necessary components of the Facility Management agreement
6.4.1 Term of the Facility Management agreement
The Facility Management agreement should be over sufficient term to enable all parties to benefit. The Facility
Management agreement should normally last a minimum of three years. In non-public works agreements, the parties
should consider the desirability of not imposing a fixed term in the agreement.
The Facility Management agreement should explicitly contain reference to the notice period to which the Facility
Management service provider will be subject under the agreement.
6.4.2 Exclusivity
The degree to which exclusivity will be granted to the Facility Management service provider for any particular facility
service should be determined.
6.4.3 Management of client procured facility services
The recommended contracting method for the Facility Management agreement is for the Facility Management
service provider to procure all facility services on behalf of the client (acting as principle). However, there will be
some elements of facility services which the client may wish to procure and instruct the Facility Management service
provider to manage (acting as agent where the contract is between client and a supplier and/or service provider) If
applicable, the scope of any agent related activity should be clearly defined as in section 8, clause 4.15. There may
also be need to be transitional arrangements.
6.4.4 Sub-contracting
The extent of sub-contracting and the type of facility services that are allowed or not allowed to be sub-contracted
should be defined in the Facility Management agreement together with any specific conditions.
The Facility Management service provider should remain responsible for the quality of the facility services sub-
contracted.
6.4.5 Allocation of management responsibility
The management responsibilities of stakeholders, affected by the Facility Management agreement, should be clearly
defined.
The Facility Management agreement may include the redistribution of activities between the client and the Facility
Management service provider as well as the transfer of personnel.
Where the Facility Management service provider personnel are acting on behalf of the client, the level of autonomy
and operational scope (policy, standards, conformance and escalation path) should be clearly defined and the legal
implications fully considered.
6.4.6 Information responsibilities
Both parties should ensure that the responsibilities for designing, updating and reporting of management information
are fully understood and articulated in the Facility Management agreement. Procedures should be prescribed for the
production of reports and performance indicators to any or all stakeholders, especially if financial penalties or
inducements may be paid. If necessary, parties might consider an independent audit of such reports and
performance indicators.
6.4.7 Communication
The two parties should ensure that all stakeholders affected by the Facility Management agreement are informed of
the final agreement as well as any subsequent agreement modifications.
6.4.8 Regulations
The Facility Management agreement shall follow the European, national and local legal and fiscal rules where the
agreement will apply.
6.4.9 Client's standards
The Facility Management agreement should take account of the client's relevant organisation and Facility
Management standards.
6.4.10 Preparation for ending the Facility Management agreement
Explicit attention should be paid to the ending of the Facility Management agreement in terms of remuneration,
personnel and other matters.
6.5 Principles of the Facility Management agreement
The Facility Management agreement should consider the principles outlined below as key considerations:
– flexibility;
– performance criteria;
– reporting and auditing procedures;
– continuous improvement, best practice and innovation.
6.5.1 Flexibility
The degree of flexibility included in the Facility Management agreement should be a product of the duration, extent of
change anticipated and the degree of cost certainty required by the client.
The more flexible the Facility Management agreement scope, the greater the need for careful documentation of
change and cost management methodologies. Where it is anticipated that the scope of the change will impact all
stakeholders, the method for handling the impact on profitability, mobilisation, redundancy and unrecoverable costs
should be considered.
The Facility Management agreement should explain the methodology and approach through which unforeseen
events and conflicts will be dealt with.
The Facility Management agreement should contain a procedure for amendments (additions, omissions, variations).
6.5.2 Performance criteria
The Facility Management agreement should define the output results’ requirements (e.g. key performance indicators,
service levels) and constraints, not detailed descriptions of tasks to be fulfilled.
Apart from very specific facility services for which detailed activities should be precisely defined in the Facility
management agreement, the Facility Management service provider should be free to choose the means by which the
performance criteria are met. It is important to let the Facility Management service provider find the most effective
way to achieve and the service levels required. However, it is important for the client to identify the process and
methodology to be used for measuring the output from each facility service as part of the Facility Management
agreement and specify the validation and testing criteria.
6.5.3 Reporting and auditing procedures
The extent of reporting, validation, testing, financial reconciliation and auditing should be outlined in the Facility
Management agreement. Any requirement for the Facility Management service provider to support audits and
qualitative testing should also be documented. Any requirement for the formatting of documentation or integration of
IT systems data should also be identified.
Consideration should be given at the outset of the Facility Management agreement for any linkages with performance
measurement and quality assurance systems.
6.5.4 Continuous improvement, best practice and innovation
The Facility Management agreement should define the methodology by which continuous improvement, best practice
and innovation are initiated or developed and mutual benefit is agreed and apportioned.
6.5.5 Asset replacement and project activity
For the more comprehensive Facility management agreement types outlined in section 5, it is probable that clients
will require Facility Management service providers to undertake elements of the asset replacement and project
activity. The client should consider the scope, criticality and complexity of the activity required in this area and
determine if the Facility Management agreement can be adequately extended to cover the investigation, planning,
feasibility, design, contracting and contingent liabilities.
If this type of activity is included in the overall Facility Management agreement, it should reference the relevant
aspects (see section 8, clause 19). It is recommended that the specific elements required for this activity are included
as an SLA covering the output.
The relationship between Facility Management and project management activity needs to be clearly documented
within the Facility Management agreement. This should cover the support required by the Facility Management
service provider asset replacement and project activity. And if not included within the Facility Management
agreement, to any project management activity completed by a third party.
7 Preparation and implementation of Facility Management agreements
7.1 Preparation of Facility Management agreements
For the preparation of Facility Management agreements, the main phases are outlined below.
7.1.1 Client preparation phase
– Stage 1: The client should document the outcome of the information determined in section 4 and 5.
– Stage 2: The client should define the overall objectives for the Facility Management agreement and the
contribution of those objectives to the organisation performance of the organisation.
– Stage 3: The client is responsible for initial collation and integrity of data. It is important that the client allocates
sufficient time in the pre agreement process to ensure that its management information system is robust to enable
accurate updating and validation.
– Stage 4: The client will define the facility services that need to be provided. An indicative list of services is
included in prEN 15222. The performance requirements of these services to be provided should be determined in
accordance with section 6.5.2.
– Stage 5: The client should insure an appropriate procurement and management process/organisation to manage
the phases in the preparation of Facility Management agreements
7.1.2 Pre-qualification and selection phase
– Stage 1: Identification of a limited number of qualified Facility Management service providers.
– Stage 2: Preparation of documentation highlighting key selection criteria and issued through appropriate medium
e.g. when appropriate advertisement according the European Commission’s Directives (see Annex A).
– Stage 3: Evaluation of the Facility Management service provider's responses and selection of a short-list. If
appropriate, all potential providers should be informed of the outcome.
7.1.3 Tender/negotiation phase
– Stage 1: Preparation and issue by the client of the Facility Management agreement and tender documentation
where appropriate.
– Stage 2: Evaluation and selection of the Facility Management service provider. The output from this phase will
usually result in selection of a preferred Facility Management service provider. If appropriate a letter of intent may
be issued at this stage.
7.1.4 Facility Management agreement preparation phase
– Stage 1: Detailed preparation of the contract documentation and completion of any due diligence activity.
7.1.5 Signature phase
– Stage 1: Conclusion of negotiations and signing of the Facility Management agreement.
7.2 Implementation of Facility Management agreements
The main implementation phases of Facility Management agreements are outlined below.
7.2.1 Mobilisation phase
– Stage 1: Implementation of the mobilisation phase as agreed.
This includes the preparation and mobilisation of all resources, systems, data, authorizations and procedures
prior to taking full responsibility of the facility services to be delivered according to the Facility Management
agreement.
Any degree of parallel operation should be clearly defined including access to the existing data, as agreed upon,
supplier information, measurements and attendance at meetings. Both parties should ensure that adequate
contingency plans are in place to cover all predictable issues that may emerge on the day the facility service is
transferred.
During the mobilisation phase, the Facility Management service provider should consider the condition of key
assets and their ability to meet the desired performance. This is essential where a performance-based approach
is adopted, as the service provider will need to ensure that all installed systems covered by the Facility
Management agreement meet the desired output at commencement. Any discrepancy will need to be
documented.
7.2.2 Validation phase
– Stage 1: If not substantiated through due diligence, during the Facility Management agreement preparation
phase of implementation both parties should confirm the validity of the information which were given to the other
party to build the Facility Management agreement. Any validation associated with prequalification of Facility
Management service providers should be completed as indicated in 7.1.2.
A period of time should be defined for verification if data, services and systems by the Facility Management
service provider where validation can't occur at the implementation date of the Facility Management agreement.
7.2.3 Operational phase
– Stage 1: Implementation and stabilization
The Facility Management agreement should define a period of time for the implementation phase. Consideration
should be given to apportionment of risk in terms of facility service delivery.
On the basis of transfer documentation issued by the client, the Facility Management service provider takes full
operational control and becomes accountable for the facility services as specified in by the Facility Management
agreement.
Both parties should agree to a methodology for resolving issues of non-compliance with the conditions of the
Facility Management agreement.
– Stage 2: Optimization
In this stage the facility services are delivered as agreed and also in this phase the methodology for optimization
agreed on is applied.
– Stage 3: Preparation for ending the Facility Management agreement
A defined period of time and the methodology for executing the expiration phase should be given in the Facility
Management agreement.
Data, information and documentation required by the Facility Management agreement should be compiled,
collated and handed over to the client in the agreed format.
8 Facility Management agreement structure
In order to facilitate a stable Facility Management agreement and also allow for dynamic adjustment of individual
facility services to the needs of the client’s primary activities, the following structure is recommended:
– General clauses, which are intended to be valid and applicable for the totality of the Facility Management
agreement
– Service Level Agreements clauses for each individual facility service.
General clauses contain legal and business aspects of the Facility Management agreement.
Service Level Agreements clauses focus on the technical and operational aspects.
It might be that while there are numerous clauses, which will be generally applicable, there are some provisions,
which should necessarily vary between different facility services and take also into account the demands,
circumstances and locality in which the facility services will be performed. The clauses, which are generally
applicable, may be grouped together in a document referred to as general clauses.
The individual clauses of the various Service Level Agreements clauses (one for each type of facility service) should
be linked by the corresponding numbering of the general clauses, so that both documents together comprise the
conditions governing the rights and obligations of the parties.
8.1 General clauses structure and content
The following table sets out what should be considered in terms of detail within the Facility Management agreement. Headings and sub-headings are
presented along with the intent of such a clause within the agreement. For each heading and sub-heading proposed content suggestions are provided.
Much of what is contained in the table may already have been mentioned in the preceding sections of this agreement guidance document but is presented
in a tabular form in order to assist in the process of selection of what will be the basis of a contractual agreement.
Conditions of the Facility Management agreement - General Clauses
Element of agreement Intention Proposed Content
1 General Description
1.1 Heading Identification of the Facility Management Notion of "Facility Management agreement" in the heading. Further
agreement specifications should be made in a subtitle.
1.2 Objective Definition of the general intention of the Specific statements of agreeing parties' intentions.
parties
Name the type of Facility Management agreement.
Stating the general intention of the
parties and the purposes of the Facility Statements concerning the risks associated with the Facility Management
Management agreement may be agreement.
especially important for long-term
agreements when changing conditions
may make adjustments to the agreement
necessary.
The preamble helps interpretation of the
Facility Management agreement in case
of dispute and wording of amendments in
case of future variation to agreement.
1.3 Description of the Mutual understanding between both Desired objectives, with respect to mutual benefit and what has to be
organisation and general parties achieved with the facility services including overall performance criteria.
environment with agreed
output/targets
1.4 Strategic Facility Harmonization on a strategic level Facility Management strategy of the client and the strategy of the Facility
Management objectives Management service provider to achieve the objectives during the term of
the Facility Management agreement. If the Facility Management service
provider, in addition to performing his normal operations, has other
motivations for entering the concerned agreement (e.g. entering a new
area of activity), this should be mentioned.
1.5 Nature/scope of Service Mutual understanding of the scope List of the facility services
1.6 Contracting parties and Understanding of: In general terms:
organisations involved – who is who; – list of the stakeholders;
– who is affected; – organisations (including management structures, geographical
– organisational interfaces; situations);
– principle function roles; – internal culture;
– management responsibilities. – embedment of services providers in the client’s organisation;
– the client’s and Facility Management services provider’s authorised
representatives, as well as the end in their principle functions and
responsibilities;
– other suppliers and service providers interfacing with Facility
Management service provider's services.
2 Primary activities
requirements
2.1 Primary activities Understanding of the client’s primary The client's primary activities and the client's organisation strategy as well
activities by the Facility Management as client's main processes.
service provider
3 General Conditions
3.1 Definitions Clearness about the used terms in the A glossary of terms and definitions as well as the acronyms used in the
Facility Management agreement and Facility Management agreement (may also be attached in an appendix).
related documents
If available, It is recommended that adopted national, European or
international standards are used instead of the parties own definitions.
4 General Provisions
4.1 Applicable law and place Clarification of jurisdiction Governing law and place of dispute settlement.
of court
Relation between European law and country specific law, which may have
an impact on the Facility Management agreement.
List of applicable regions/countries
Undertaking of parties to attain intent of Facility Management agreement if
laws cause invalidity in part(s) or as a whole
4.2 Statutory regulations, Identification of all obligatory references Document references
permits, ordinances
4.3 Applicable standards, Identification and understanding of all Document applicability and reference
industry and client's references that shall be applied
standards
4.4 Applicable taxation rules Identification and clarification of potential List the taxation rules which may apply and the responsibilities of the
impacts of taxation rules parties (e.g. recording and archiving of data for accounting).
4.5 Language Identification of the language of the Language to be used for the following communication types:
Facility Management agreement and any – Correspondence;
subsequent language/translation – Technical documents;
requirements – Other documentation used by the parties.
Identification which language is legally
binding
4.6 Agreement documents Identification of all documentation List all Facility Management agreement documents including appendices
applicable to the Facility Management
agreement For example:
– conditions of Facility Management agreement – general clauses;
– conditions of Facility Management agreement – Service Level
Agreement specific clauses;
– technical documentation;
– employment agreements;
– inventory lists;
– bidding documents;
– guarantees;
– warranties;
– referenced technical standards;
– terms of trade;
– price lists;
– agreement specific glossary of terms.
4.7 Priority of documents Clarification of the hierarchy of the Rules of priorities to be applied within the hierarchy of documents, which
documentation in case of discrepancy are considered part of the Facility Management agreement
4.8 Confidentiality Identification and understanding of List the limitations for the parties to communicate information related to the
confidentiality requirements Facility Management agreement
Aspects to be considered are:
– notification and indication of confidential information;
– restrictions regarding use, access, permits;
– restrictions to transmit, as far as allowed;
– obligations of recipient;
– obligations to be transferred to recipient's employees or associates;
– consequences (special ones) of breach of this clause (penalties,
damages or other compensation normally determined by the court or
arbitration);
– validity of this clause beyond termination of Facility Management
agreement;
– return or destruction of subject matter beyond termination of the Facility
Management agreement.
4.9 Unforeseeable conditions Clarification on the methodology for Procedure covering, authorization and empowerment
and impediments (excl. resolving any impact on the Facility
Force Majeure) Management agreement
4.10 Sub-Contracts Identification of sub-contracting List of nominated and/or permitted sub-contracting requirements including:
principles, procedures & obligations for – obligations;
assignments and for existing or new – limits of sub-contracting and further conditions;
service providers – assignment of sub-contractors obligations.
Attention should particularly be given to sub-contractors working for the
client before the signature of the Facility Management agreement and the
ones not yet defined by the parties at the time of agreement signature.
4.11 Intellectual property, Definition of ownership and rights of use List with following aspects:
copyright, ownership of in order to protect the interests of the – information regarding existing rights;
data, property rights in parties including developments during – rights and restrictions of use;
general the term of the Facility Management – rights and restrictions to transfer such rights or to information to persons
agreement not entitled;
– rights arising through the agreement:
– ownership (possibility of joint ownership);
– responsibility for patents;
– rights and restrictions to be placed on the parties (use, transfer,
publications);
– Specification of rights which each party will have in the ownership of
matters such as:
– documents;
– information;
– copyright;
– special consequences of breach of obligations;
– which party has to act, how, who, information, proceedings;
– arising cost
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