Bsi bs en 15221 2 2006

untitled BRITISH STANDARD BS EN 15221 2 2006 Facility Management — Part 2 Guidance on how to prepare Facility Management agreements The European Standard EN 15221 2 2006 has the status of a British St[.]

Facility Management —

Part 2: Guidance on how to prepare

Facility Management agreements

The European Standard EN 15221-2:2006 has the status of a

British Standard

ICS 03.080.99; 91.040.01

This British Standard was

published under the authority

of the Standards Policy and

Amendments issued since publication

NORME EUROPÉENNE

ICS 03.080.99; 91.040.01

English Version

Facility Management - Part 2: Guidance on how to prepare

Facility Management agreements

Facilities management - Partie 2 : Lignes directrices sur la

façon d'élaborer des accords de facilities management Facility Management - Teil 2: Leitfaden zur Ausarbeitungvon Facility Management-Vereinbarungen

This European Standard was approved by CEN on 16 September 2006.

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 Up-to-date lists and bibliographical references concerning such national standards may be obtained on application to the Central Secretariat or to any CEN member.

This European Standard exists 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 Central Secretariat 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, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland and United Kingdom.

EUROPEAN COMMITTEE FOR STANDARDIZATION

C O M I T É E U R O P É E N D E N O R M A L I S A T I O N

E U R O P Ä IS C H E S K O M IT E E FÜ R N O R M U N G

Management Centre: rue de Stassart, 36 B-1050 Brussels

Contents

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 7

5.1 Introduction 7

5.2 Organisational needs 7

5.3 Investments strategy and ownership 8

5.4 Price and rate mechanisms 8

5.5 Performance based payments 8

6 Main characteristics of Facility Management agreements 9

6.1 Preparation time and resources 9

6.2 Mutuality and benefits 9

6.3 Strategic objectives 9

6.4 Necessary components of the Facility Management agreement 10

6.5 Considerations for preparing the Facility Management agreement 11

7 Preparation and implementation of Facility Management agreements 12

7.1 Preparation of Facility Management agreements 12

7.2 Implementation of Facility Management agreements 13

8 Facility Management agreement structure 15

8.1 General clauses structure and content 16

8.2 Service Level Agreement structure and content 33

Annex A (informative) Public procurement legislation 42

Foreword

This document (EN 15221-2:2006) has been prepared by Technical Committee CEN/TC 348 “Facility Management”, the secretariat of which is held by NEN

This European Standard shall be given the status of a national standard, either by publication of an identical text or

by endorsement, at the latest by April 2007, and conflicting national standards shall be withdrawn at the latest by April 2007

According to the CEN/CENELEC Internal Regulations, the national standards organizations of the following countries are bound to implement this European Standard : Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland and United Kingdom

Introduction

Effective Facility Management brings value to an organisation and all associated stakeholders

The objective of this European Standard is to provide guidance for preparing an effective Facility Management agreement Such an agreement by nature, defines the relationship between an organisation that procures facility services (client) and 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 service provider relationships within the European Union 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 specify arrangements in 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 comparisons between Facility Management agreements

This document is a working and standardised 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 agreements

EN 15221-1 is a lead document in terms of standards in Facility Management as it gives relevant terms and definitions in the area of Facility Management and also provides insight into the scope of Facility Management

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 and should consider social issues where the agreement will apply Each individual agreement should be drafted, and negotiated where appropriate, to take into account the requirements of the parties involved

1 Scope

This European standard provides guidance on the preparation of agreements for Facility Management work

This European standard is applicable to:

– Facility Management agreements for both public and private European Union cross-border, as well as domestic, client/Facility Management service provider relationships;

– full range of facility services;

– both types of Facility Management service providers (internal and external);

– all types of working environments (e.g industrial, commercial, administration, military, health etc.)

This European standard is applicable to services that are primarily characterised by the following properties:

– business to business services;

– managed by the Facility Management service provider;

– recurring type operations greater than a one year duration;

– performance oriented;

– prices or mechanisms to determine prices for services, which are closely linked to performance

In EN 15221-1 the scope of Facility Management is described

This 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 Applicable standards should be followed

The standard does not:

– provide standard forms for Facility Management agreements;

– determine rights and obligations between the client and the Facility Management service provider;

– detail employment conditions in regard to Facility Management agreements, although such details are extremely important;

– give detail concerning the management of environmental issues

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

EN 15221-1:2006, Facility Management – Part 1: Terms and definitions

3 Terms and definitions

For the purposes of this European Standard, the terms and definitions given in EN 15221-1:2006 and the following apply

performance based payment system

method of payment based on agreed output criteria

3.11

reversibility

when the client decides to end the Facility Management agreement with the existing provider and receive facility services from an internal provider

The primary activities description should include:

– description of the client’s intended corporate image and trademark;

– description of the client’s products and services;

– 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, ensure they have a common understanding of 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 Annex A in EN 15221-1:2006 (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

– Facility Management agreements which includes a), b) and c) This includes a degree of responsibility for defining the overall Facility Management strategy in line with primary activity strategy

– Facility Management agreements, which only includes 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 determine the required facility operating model to meet their asset/equipment investment strategy There are typically three generic types of investment strategies envisaged within Facility Management agreements

by this document, although others might emerge over time:

– client provides all investments and has the ownership;

– investment (usually for limited elements) is provided by the Facility Management service provider, including necessary financing and guarantees This investment is usually associated with services provided within the Facility Management agreement;

– comprehensive agreement that incorporates necessary financing, guarantees, planning, asset replacement, construction, management and service operation including the full responsibility for all Facility Management costs and risks, commonly named the Build Operate and Transfer agreement (BOT)

NOTE This standard is not considered applicable for construction agreements

The implications of this decision should be discussed with the Facility Management service provider, including the ownership, right of use, operation, maintenance and ending of obligations that need to be agreed upon for the investment, in relation to the terms of the Facility Management agreement

5.4 Price and rate mechanisms

There are three main methods of price mechanisms and their combinations that can be considered:

– Lump sum: Facility Management service provider is fully responsible for a defined performance and quality at an agreed total amount for the agreed facility services

– Unit rate: Facility Management service provider is fully responsible for a defined performance and quality at an agreed unit rate for the agreed facility service quantities within an agreed range

– Cost plus: Facility Management service provider is fully responsible for a defined performance and quality at actual costs plus the 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

These prices may be fixed (fixed price) over a period of time, may be capped at a guaranteed maximum price 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

Financial accountability should be agreed in accordance with the type of price mechanism chosen stating precisely

what financial documentation or information is available for 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 activity 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 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 clause 7

6.2 Mutuality and benefits

Both the client and Facility Management service provider should share a mutual vision and understand the desired outcome and objectives of the client Specifically:

– Facility Management service provider should recognise the operational and strategic importance of its own operation to the client’s organisation

– 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 activity 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 and document a sufficient understanding of this strategy for the purposes of the agreement

The client and Facility Management service provider are expected to address their relevant knowledge before signing the Facility Management agreement

The client and Facility Management service provider should have a mutual understanding of the others’ internal cultures and processes

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 together with an explicit consideration of the structure of the management information flow between the two parties

The objective/preamble should be included in the Facility Management agreement Stating the general intention of the parties and the purposes of the Facility Management agreement may be especially important for long-term

agreements when changing conditions may make adjustments to the agreement necessary The preamble helps with the interpretation of the Facility Management agreement in case of dispute, and wording of amendments in case of future variation to agreement

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 a sufficient term to enable all parties to benefit The term should

be fixed taking into account criteria of the type of the Facility Management agreement, the scope and the market

The way the two parties may agree to extend the duration of the agreement should be defined within the agreement

In non-public works agreements, the parties should consider the desirability of not imposing a fixed term in the agreement

NOTE The Facility Management agreement should normally last a minimum of three years

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 agreed 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 clause 8.1.4.15 There may also be a need to be transitional in arrangements

6.4.4 Sub-contracting

The extent and control of contracting and the type of facility services that are allowed or not allowed to be contracted should be defined in the Facility Management agreement together with any specific conditions

sub-The Facility Management service provider should remain accountable for the sub-contracted facility services

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 assets and 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 may consider an independent audit of such reports and performance indicators

6.4.10 Preparation for ending the Facility Management agreement

Explicit attention should be paid to ending the Facility Management agreement in terms of remuneration, personnel and other matters

6.5 Considerations for preparing the Facility Management agreement

6.5.1 General

The Facility Management agreement should consider the principles outlined below as key considerations:

– flexibility (6.5.2);

– performance criteria (6.5.3);

– reporting and auditing procedures (6.5.4);

– continuous improvement, best practice and innovation (6.5.5);

– asset replacement and project activity (6.5.6)

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)

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

NOTE It is generally possible to construct output requirements, however, there may be some services where the output is not suitable for output-based descriptions An example may be manned security, where job tasks fulfilled will mitigate against security risk but cannot eliminate it Therefore an output description of 'no security breaches' may be an aim, but is not satisfactory

6.5.4 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 documentation or integrating IT systems data should also be identified

Consideration should be given at the initial stages of the Facility of Management agreement for any linkages with performance measurement and quality assurance systems

6.5.5 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, in a coherent manner with the price and rate mechanisms defined in 5.4

6.5.6 Asset replacement and project activity

For the more comprehensive Facility Management agreement types outlined in clause 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 the 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 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

7.1.1 Client preparation phase

Stage 1: Client should document the outcome of the information determined in clauses 4 and 5

Stage 2: 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: 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 so as to enable accurate updating and validation

Stage 4: Client will define the facility services that need to be provided An example of the scope of Facility

Management is included in EN 15221-1 The performance requirements of the services to be provided should be determined in accordance with clause 6.5.3

Stage 5: Client should ensure 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 (competence and capability) Facility Management service

providers

Stage 2: Preparation of documentation highlighting key selection criteria including any weighting system and issued

through an appropriate medium e.g when appropriate advertisement according the European Commission’s

Directives (see Annex A)

Stage 3: Provision the potential providers necessary information to enable them to participate in this pre-qualification

phase

Stage 4: 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: Facility Management service providers make an offer for the requested facility services

Stage 3: Evaluation and selection of the Facility Management service provider The output from this phase will

usually result in the selection of a preferred Facility Management service provider If appropriate, a letter of intent may be issued at this stage and only when a formal Facility Management agreement cannot be immediately entered into

7.1.4 Facility Management agreement preparation phase

Detailed preparation of the contract documentation and completion of any due diligence activity Both parties should agree to a methodology for resolving issues of non-compliance with the conditions of the Facility Management agreement

7.1.5 Signature phase

Signing of the Facility Management agreement

7.2 Implementation of Facility Management agreements

7.2.1 Mobilisation phase

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

If not substantiated through due diligence, during the Facility Management agreement preparation phase of implementation (see 7.1.4) 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

NOTE Validation of data can be improved by use of ratios (such as 'cost per unit floor area')

A period of time should be defined for verification of data, services and systems by the Facility Management service provider where validation can't occur at the implementation date of the Facility Management agreement

A predetermined mechanism shall be defined and agreed to manage discrepancies where the outcome of the verification phase does not match the agreed criteria

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 by 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 upon 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

7.2.4 Ending phase

The client and Facility Management service provider should implement the activities for conclusion of the Facility Management agreement The period for finalising any outstanding actions should be documented

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

The applicability of clauses will vary between different facility services taking into account the demands,

circumstances and locations Therefore 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

The following elements are described in 8.1 and 8.2

8.1 General Clauses 8.2 Service Level Agreement specific clauses

8.1.1 General description 8.2.1 General description

8.1.2 Primary activities requirements 8.2.2 Common organisation processes

8.1.4 General provisions 8.2.4 Structure and communication

8.1.5 Ending conditions 8.2.5 Definition and clarification

8.1.6 General obligations of the client 8.2.6 Obligations and requirements

8.1.7 General obligations of the Facility

Management service provider 8.2.7 Price, payment and accounting

8.1.9 Timing and main dates

8.1.10 Agreement price, payment and accounting

8.1.11 Changes of the agreement

8.1.17 Dispute and dispute resolution (settlement)

process and methods

8.1.18 Asset replacement and project activity

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 clauses 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

8.1.1 General description

agreement Notion of "Facility Management agreement" in the heading Further specifications should be made in a subtitle

8.1.1.2 Contracting parties Definition of the parties of the Facility

Management agreement

Correct legal company name, address

If necessary: Represented by:

Short form of the company name used within the agreement

8.1.1.3 Objective/preamble Definition of the general intention of the

Name the type of Facility Management agreement

Statements concerning the risks associated with the Facility Management agreement

8.1.1.5 Strategic Facility

Management objectives Harmonization on a strategic level Facility Management strategy of the client and the strategy of the Facility 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

8.1.1.6 Nature/scope of facility

services

Mutual understanding of the scope List of the facility services

8.1.1.7 Contracting parties and

organisations involved Understanding of: – who is who;

– list of the stakeholders;

– organisations (including management structures, geographical situations);

– internal culture;

– embedment of services providers in the client’s organisation;

– 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

8.1.2 Primary activities

requirements

8.1.2.1 Primary activities Understanding of the client’s primary

activities by the Facility Management service provider, including the influences

on these activities

Description of the client's primary activities, the client's organisation strategy as well as the client's main processes

8.1.3 General conditions

the Facility Management agreement and related documents

A glossary of terms and definitions as well as the acronyms used in the Facility Management agreement (may also be attached in an appendix)

If available, it is recommended that adopted national, European or international standards are used instead of the parties own definitions

8.1.4 General provisions

8.1.4.1 Applicable law and

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

8.1.4.4 Applicable taxation rules Identification and clarification of potential

impacts of taxation rules List the taxation rules which may apply and the responsibilities of the parties (e.g recording and archiving of data for accounting)

Facility Management agreement and any subsequent language/translation

– other documentation used by the parties

8.1.4.6 Agreement documents Identification of all documentation

applicable to the Facility Management agreement

List all Facility Management agreement documents including appendices For example:

– conditions of Facility Management agreement – general clauses; – conditions of Facility Management agreement – Service Level Agreement specific clauses;

– technical documentation;

– agreement specific glossary of terms

8.1.4.7 Priority of documents Clarification of the hierarchy of the

documentation in case of discrepancy Rules of priorities to be applied within the hierarchy of documents, which are considered part of the Facility Management agreement

8.1.4.8 Confidentiality Identification and understanding of

confidentiality requirements List the limitations for the parties to communicate information related to the 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 the 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 ending of the Facility Management agreement;

– return or destruction of subject matter beyond ending of the Facility Management agreement

Procedure covering, authorization and empowerment

8.1.4.10 Sub-contracts Identification of sub-contracting

principles, procedures and obligations for assignments and for existing or new service providers

List of nominated and/or permitted sub-contracting requirements including: – obligations;

– limits of sub-contracting and further conditions;

– assignment of sub-contractors obligations

Attention should be given in particular to sub-contractors working for the client before the signature of the Facility Management agreement and the sub-contractors not yet defined by the parties at the time of the agreement signature

8.1.4.11 Intellectual property,

copyright, ownership of

data, property rights in

general

Definition of ownership and rights of use

in order to protect the interests of the parties including developments during the term of the Facility Management agreement

List with following aspects:

– information regarding existing rights;

– rights and restrictions of use;

– rights and restrictions to transfer such rights or information to persons 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;

8.1.4.13 Communication and

Documentation Clarification of communication on current and future activity/intent on strategic,

tactical and operational levels between:

– parties;

– third parties and stakeholders (e.g

authorities, auditors, valuators, consultants, etc.)

Clarification of the requested speed of reaction of one party in relation to:

– response time;

– fulfilment (resolution) time;

– performance delays or suspension

The following aspects should be defined:

– term period, timing and deadlines;

– form and extent;

– required content of the notice;

– information procedures (including means of transmission);

– regular and extraordinary meetings;

– availability in case of emergency;

– record and update of data and information;

– update of existing documents, reporting, including handing over of data during the Facility Management agreement period (beginning,

throughout, at the end)

Definition of these times of reaction that don't appear in SLA including levels, notices, consequences

List the documentation/data and each parties obligations

8.1.4.15 Interface with third

parties Clarification on the relationship with third parties that interface with or provide

services affected/impacted by the Facility Management agreement

Document relationship and interface

safety Clarification of the Facility Management service provider obligations under the Laws and rules which are applicable to the working conditions