The basis of an FM contract When entering into a facilities management (FM) contract there is a lot to consider (see Diagram: What does a Facilities Management contract look like) and to agree. As with all forms of contract there must be offer, unconditional acceptance and due consideration for it to be legally binding. The issue of an initial invitation to tender for FM services does not generally amount to an 'offer' in the legal sense—it is the FM contractor’s response which would constitute the first 'offer'

Facilities management contracting is essentially a commercial services contract arrangement, whether that be for 'Hard FM' (which relates to the maintenance and fabric of a building such as mechanical and electrical services), 'Soft FM' (which relates to support services within a building such as cleaning, security and helpdesking) or 'Total fm' (which may combine a number of hard and soft facilities management services).

Every firm is reliant on the provision of basic day-to-day services to operate: cleaning, security, maintenance and waste disposal to name a few. Some firms source those services in-house or rely on their landlord to provide them. Other firms, typically those that are larger and have more extensive needs, will look to appoint a third party supplier to provide them. In essence, facilities management agreements are services agreements. Starting off on the right foot It is important to consider whether appointing a new facilities management provider will actually achieve the firm’s objectives, eg: • where the main objective is to improve service performance, it might be more beneficial for you to negotiate an improved service level regime and amend the agreement with the existing supplier • where the main object is to reduce cost, it might be the potential cost savings are outweighed by the cost of dealing with issues such as Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), SI 2006/246 You should ensure any tender documentation is sufficiently clear and detailed, and clearly

This Facilities management outsourcing—checklist is intended to assist law firms considering whether to outsource any aspect of facilities management. It sets out the key issues which need to be considered before appointing a third party supplier to provide facilities management services. This Checklist does not cover regulatory inspection rights under the SRA Codes of Conduct, which come into play when third parties carry out functions on your behalf which are critical to the delivery of your legal services. For more information about SRA inspection rights and other regulatory considerations, see: Outsourcing—law firms—overview.

This Agreement is made on [date] Parties 1 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer); and 2 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Customer conducts the business of [insert description]. (B) The Supplier conducts the business of supplying [insert description of Services] to other businesses. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on a non-exclusive basis in accordance with the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: [Access Hours • means [specify the hours during which the customer will allow the supplier access to the performance location];] Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Affiliate Losses • has the meaning given in clause

Similar to a security trustee, appointed to act on behalf of underlying creditors.

This Agreement dated [•] 20[•] is made Parties 1 [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); and 2 [insert name of Lender] of [insert address] (the Lender). Background (A) [insert description of background to transaction]. (B) The Lender has agreed to make available to the Borrower the Facility (as defined below) on the terms and conditions set out in this Agreement. It is agreed as follows: 1 Definitions and interpretation 1.1 Definitions In this Agreement, unless otherwise provided: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Cancellation Notice • has the meaning given to it in Clause 6.5.1; Commitment • means £[•] ([•] Sterling) minus any amount reduced or cancelled in accordance with this Agreement; Commitment Period • means the period commencing on the date of this Agreement to and including [•]; [Debenture • means the debenture dated on or about the date of this Agreement pursuant to which the Borrower grants first ranking fixed and floating charges over all of its business,

The facility agreement is the principal document in the suite of documents which is needed for the provision of finance for a development or construction project. It sets out the terms and conditions under which a lender is prepared to provide finance for the project. The agreement will contain provisions which relate to all aspects of the funding arrangement, not just the construction related provisions. Whilst the banking and finance lawyers will draft and negotiate the finance related clauses, the construction lawyers will be required to look at the construction provisions on behalf of either the lender or the borrower. For more information on the general structure and layout of a facility agreement refer to Practice Note: Structure of a facility agreement for construction projects. In this Practice Note, the word ‘borrower’ is used to describe the party who is borrowing the money. The borrower is usually a developer or employer. The word ‘lender’ is used to describe the party lending the money (they may alternatively be referred to as the funder). This Practice Note highlights the

A Will is open to challenge when facility and circumvention can be shown to have existed. Facility is less than insanity but exists where the testator, either because of physical or mental illness, can easily be imposed upon. ‘circumvention’ refers to pressure or persuasion.

An annual percentage payable by the borrower to the lender who provides a credit facility to that borrower.

HM Courts and Tribunals Service (HMCTS) has added the ability for solicitors to flag a financial application made in Form A via the MyHMCTS contested financial remedies application portal as urgent. The completion of a reason box is mandatory alongside this marker. Judicial guidance is that such applications should be rare, with possible examples including where a spousal periodical payments order is to expire, so that in a few cases the applicant is permitted to apply to extend the order, but has to do so before the expiry date and files a Form A for variation at the last minute. An additional reason may be where an applicant seeks an urgent freezing order at the start of the process, which requires an application for a divorce or dissolution and an application in Form A to be issued urgently.

[TO BE PRINTED ON THE HEADED PAPER OF THE LENDER] [insert name and address of borrower] [insert date] Dear [insert full name of borrower] We offer to place at your disposal a Sterling loan facility in the aggregate principal amount of £[insert amount in figures] ([insert amount in words] Sterling) [for the purpose of [insert details]] on the following terms and conditions: 1 Definitions 1.1 In this letter, unless otherwise provided: Base Rate • means the base rate of [the Lender OR [insert name of Bank]] for the time being and from time to time; borrower • means [insert name of company], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address]; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment Expiry Date • means the earlier of the date falling [insert number] months after the date of this letter and the date upon which the full amount of the Facility is first outstanding under this letter; Drawing • means [the OR a] drawing under the Facility; Environmental