"Memorandum of Terms"
CEOA PFI / PPP ACCOMMODATION APPENDICES CIVIL ESTATE OCCUPANCY AGREEMENT Volume 3 PFI/PPP Accommodation Appendices 1 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 MOTO AGREEMENT TEMPLATE MEMORANDUM OF TERMS OF OCCUPATION (MOTO) for use between CROWN BODIES only Memorandum Of Terms of Occupation (MOTO) between …………………………………………. and ……………………………………… 1. This MOTO between …………………………………….(henceforth referred to as the Holder) and the ………………………….. (henceforth referred to as the Occupier) records the occupation of space at …………………………….. …………………………….. …………………………….. …………………………….. under the terms of the Civil Estate Occupancy Agreement (Volume 3 PFI) and the provision of services listed in appendix 2a 2. The Occupier’s space comprises of …….m² of the above named property (or as in appendix 2a) 3. Subject to the rest of this MOTO the Holder will permit the Occupier to use and occupy the space from ……………..to ……………..(known as ‘the prescribed term’). 4. The Occupier will pay the amount as invoiced. The invoiced amounts will include the Facilities Unit Price, utilities and other local costs from…………... The Facilities Unit Price is subject to quarterly/monthly/yearly indexation. 5. The Facilities Unit Price (FUP) will include services provided by the ………………… Contract and are shown, as requested, in appendix 2b. 6. In addition to the facilities unit price the Occupier will pay for the following services, as a pass through: a. Business Rates b. Utilities (Gas, water, electricity, fuel, oil) Telephony charges will be paid locally The apportionment of these costs will be calculated on the same basis as the apportionment of the FUP 7. All other services that are not listed in appendix 2b will be provided by the Occupier at their cost. 8. Any changes to the space occupied by the Occupier within the properties listed in appendix 2a will be notified in writing to……………….. Any amendments to the FUP will be dealt with expeditiously, and the Occupier will be informed of new charges and charged accordingly. 2 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 MOTO AGREEMENT TEMPLATE Signed for and on behalf of Holder………………………………………………... Date…………………………………………………. Signed for and on behalf of Occupier……………………………………………... Date…………………………………………………. 3 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART A SERVICES PROVIDED TO THE OCCUPIER List all Heads and Sub-heads of Services to be provided to the occupier. (Information should be presented in tabular form, and will vary depending on the scope of the PFI / PPP agreement. Example below based on a model from HMRC) 4 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART A Schedule 1a SERVICES PROVIDED TO _____________________________(OCCUPIER) IN _____________________________(BUILDING) 5 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART A 1. CATEGORY REQUIRED: Indicate requirement YES NO Office accommodation Public Areas/Reception Storage & Archives Conference / Training Rooms Tribunal Venue Specialised Computer Areas Garage Car Parking Nursery Canteen/Staff restaurant/Snack Bar Provision and operation of a designated contact point (Helpdesk) 2. MAINTENANCE: YES NO Repair and replacement of defective or non serviceable parts Maintenance of external areas, all structures, fabric, finishes and fixtures and fittings Maintenance of internal finishes Maintenance of fixtures and fittings Hard and soft landscaping to be maintained Internal planting to be maintained Maintenance of mechanical and electrical services and systems Maintenance of equipment and appliances Maintenance of intruder detection systems Maintenance of closed circuit television systems 6 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART A Maintenance of access control systems Portable appliance testing Maintenance of portable fire fighting equipment Reporting requirements for security and health and safety 3. SECURITY: YES NO Security general requirement Access to facilities Provision of security guarding Out of hours call out Issue of vehicle security badges 4. CLEANING: YES NO Spillage Service External facility fabric, lighting, signage and fixtures and fittings External windows and glazing All offices, other areas and common parts including furniture, fixtures, fittings, appliances, blinds, curtains, carpets, soft furnishings and internal glazing Toilets, shower rooms, changing rooms, washing facilities and recovery rooms Mainframe computer rooms, including below raised floor and above suspended ceilings Bulk waste stores and receptacles Road fuel units, transit and examination sheds, garage vehicle workshops, inspection pits and boat sheds Custody suites, including cells, toilets, showers, kitchens and common parts Cleaning of equipment 7 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART A Works of art, plaques, trophies, and artefacts Provision of consumables Self funding sanitary towel vending machines Self funding condom vending machines Laundry service Cleaning of hard and soft landscapes Cleaning of beaches Pest control Waste management 5. CATERING: YES NO Catering services Food and beverage service 6. UTILITIES: YES NO Procurement and management of utilities Standby electrical supply Uninterruptible power distribution 7. MISCELLANEOUS/OTHERS: YES NO Childcare Compliance with environmental commitments and targets Management of removals (Churn) Management of departments equipment Post Box on site Porterage Service 8 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART A Tea Points / Staff Kitchen Shower Room 8. NOTES: (USE FOR ADDITIONAL ITEMS NOT COVERED IN ABOVE) YES NO 9 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 1 - PART B SERVICES PROVIDED BY THE HOLDER’S IN-HOUSE STAFF (List all services and identify the number of Holder’s and Occupier’s staff benefiting from them. This will be the basis for pro-rata apportionment of cost) 10 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 2 COVENANTS/OBLIGATIONS TO BE OBSERVED AND PERFORMED BY THE OCCUPIER (Insert here the relevant covenants) 11 CEOA PFI / PPP ACCOMMODATION APPENDIX 1 SCHEDULE 3 AMENDED CEOA TERMS RELATING TO THIS MOTO List below any terms or conditions where the agreed wording differs from that set out in the CEOA. (Include the agreed amended wording and on numbered continuation sheets as required) 12 CEOA PFI / PPP ACCOMMODATION APPENDIX 2 GUIDANCE NOTES FOR COMPLETION OF NEW AND RENEWAL OF EXISTING MOTO GUIDANCE NOTES FOR COMPLETION OF NEW AND RENEWAL OF EXISTING MEMORANDUM OF TERMS OF OCCUPATION (MOTO) 1. Introduction 1.1 The MOTO is Appendix 1 of the CEOA. It is property specific and should be prepared for each Crown body sharing occupation with the Holder of the Crown property asset. 1.2 The Holder should prepare the MOTO form as a draft following its marginal notes and taking into account this guidance. The draft should then be discussed with the Occupier and its terms finalised. 1.3 The parties in discussion should remember that the CEOA acts as the fall-back position for standard terms of occupation where an alternative agreement is either not required or has not been reached. The potential Occupier should not be refused occupation if it is prepared to accept the CEOA terms; and both Holder and Occupier have the opportunity to negotiate and agree other terms if both parties are willing (see paragraphs 3.19 and 3.20). 2. Prescribed Terms 2.1 Unless agreed otherwise with the Occupier, the Holder should offer Prescribed Terms related to the legal holding of the property and the appropriate provisions of the CEOA. 3. Completion of new MOTO and its First, Second and Third Schedules 3.1 In deciding the allocation of services the Holder should take into account local circumstances, its own maintenance arrangements and the competency of the Occupier to discharge any responsibilities it would take. 13 CEOA PFI / PPP ACCOMMODATION APPENDIX 2 GUIDANCE NOTES FOR COMPLETION OF NEW AND RENEWAL OF EXISTING MOTO 3.2 The Holder should prepare a draft Schedule 1 Part A for discussion with the Occupier: - any services not appropriate to the space should be deleted; - column 2 should be deleted for freehold/feuhold and ground leasehold premises; - before ticking the services in column 1 see Appendix 3; - any services which are neither ticked in columns 1 nor 2 are the responsibility of the Occupier and should be ticked in column 6; and - answer YES or NO in column 3 and 4 for each service. Where an inclusive Facilities Price is paid column 3 should be deleted and column 4 should show payment for space included in the ASC. 3.3 The Holder should complete Part B if the Occupier has benefit of services provided by the Holder’s in-house staff (see CEOA paragraphs 5.31 to 5.34). 3.4 The Holder should complete the Second Schedule where, in leasehold premises, there are covenants to be observed by the Occupier. The Holder should offer clarification to the Occupier if there is any doubt as to what is required. 3.5 The Holder should complete the Third Schedule where CEOA terms have been amended by agreement with the Occupier. The agreed amendments should be recorded in the Third Schedule. 4. Completion of renewal MOTO and its First, Second and Third Schedules 4.1 The Holder should prepare a new MOTO and Schedules, especially where their content has been altered by varying the terms at renewal. 4.2 Although, in the absence of vacation or variation, the MOTO is renewed at the end of the Prescribed Term by default, the Holder should prepare a new MOTO and Schedules (See CEOA paragraphs 2.8, 2.16, 3.43 and 3.44). 14 CEOA PFI / PPP ACCOMMODATION APPENDIX 3 ALLOCATION OF RESPONSIBILITY – EXAMPLE EXAMPLE OF ALLOCATION OF RESPONSIBILITY FOR MAINTENANCE AND BUILDING SERVICES IN A TYPICAL PROPERTY HOLDER'S OCCUPIER'S OR PROVIDER’S RESPONSIBILITY RESPONSIBILITY External and Structural Repair and Decoration External Maintenance - keeping the property clean and tidy, including where appropriate external doors, walls, windows, frames, gutters, gullies and flat roofs - grounds maintenance (including car parks, fences, drains, statues etc.) - building signs - masts, towers and flagpoles Internal Repair and Decorations - of Occupier's space - of common areas (new works/maintenance including conference rooms) - of shared public facilities (eg toilet) - of shared staff facilities (eg canteen, crèche) Building Service (M & E) - boiler plant - air-conditioning and mechanical ventilation plant - refrigeration installation including cold rooms - industrial doors - heating, etc. control systems - power-operated conveyors - standby power supplies - lifting equipment - lighting systems in Occupier’s space - chandelier and suspended light systems in Occupier’s space - lighting systems in common areas - chandelier and suspended light systems in common areas - emergency lighting - new live electrical earthing installations - hazardous areas electrical installation - gas installation - fire alarms - security and CCTV - statutory examination and testing of lifts, hoists, boilers and compressors - water supply - catering equipment - communication equipment 15 CEOA PFI / PPP ACCOMMODATION APPENDIX 3 ALLOCATION OF RESPONSIBILITY – EXAMPLE HOLDER'S OCCUPIER'S OR PROVIDER’S RESPONSIBILITY RESPONSIBILITY Building Services (other) - heating and hot water - gas - water - electricity - lift service - security and custody services - internal cleaning of occupier's space(offices, windows - and laundry) - cleaning of common areas - insurance - building regulations compliance check - responsibility falls to institutor of works - building condition surveys - fire inspections and certification - fire fighting equipment - see note 2 below - window cleaning access equipment - refuse collection Notes 1. In PFI/PPP properties the terms of the contract will reserve some of these responsibilities for the provider. Occupiers will need to clarify the extent of their responsibilities as part of the MOTO negotiations. 2. Fire-fighting equipment - allocation of responsibility will depend on location of what is provided locally. For example, externally-housed hose reels etc. are likely to fall to the Holder or PPP/PFI provider. internally-based equipment eg extinguishers will fall to Occupiers. 16 CEOA PFI / PPP ACCOMMODATION APPENDIX 4 GUIDANCE ON ACCEPTABLE MAINTENANCE CONDITION GUIDANCE ON ACCEPTABLE MAINTENANCE CONDITION Roofs - finishes and components No leaks; sound and secure; insulation in good condition Roof Drainage, gutters and rainwater No leaks; free flow of rainwater to drains; down pipes secure fixings External walls and external wall finishes No damp penetration to interior; structurally sound; rendering, copings and other finishings sound and secure Chimney stacks and flues Structurally sound, no damp penetration; flaunchings and terminals good Internal walls and internal wall finishes Structurally sound; finishes secure, sound and hygienic Floor and ceiling finishes Structurally sound; finishes secure, sound and hygienic Rooflights, windows, doors, hatches and Structurally sound; secure; glass sound; screens weather proof where necessary; easily operated; furniture and ironmongery sound and complete Door closures, panic bars and other Securely fixed, complete and in good locking devices working order Internal and external staircases and Sound and secure; treads and nosings balustrades undamaged Fixtures - shelving, cupboards, fixed Sound and secure; door easily operated; seating, worktops, notice-boards, hat and hygienic work surfaces; furniture and coat racks, curtain rails etc ironmongery sound and complete Sanitary fittings etc No leaks; surface hygienic, free discharge; securely fixed; complete; functioning correctly Fittings in cloakrooms, washrooms, Sound and secure; complete bathrooms, toilets, etc - eg towel rails (not heated), toilet roll holders, soap trays, glass shelves, mirrors, splashbacks, shower curtain rails etc Soil and waste water drainage stacks No leaks; free flowing; secure fixings Hot and cold water services No leaks; secure fixings; valves and cocks functioning correctly; lagging sound 17 CEOA PFI / PPP ACCOMMODATION APPENDIX 4 GUIDANCE ON ACCEPTABLE MAINTENANCE CONDITION Hot water heating systems No leaks; secure fixings; valves and cocks functioning correctly; lagging sound Electrical fixtures and fittings Securely fixed, no loose connections, operating satisfactorily Drainage Free flowing; covers, gratings and frames sound; benching and channels sound; fresh air inlets sound and clear Pavings and paths Sound and even surface with no pot holes or sinkings; kerbs and edgings sound; no safety hazards Fences, boundary walls, barriers, gates, Sound and secure, no safety hazards guardrails, bollards etc 18 CEOA PFI / PPP ACCOMMODATION APPENDIX 5 RECONCILIATION STATEMENT - EXAMPLE MEMORANDUM OF TERMS OF OCCUPATION RECONCILIATION STATEMENT EXAMPLE SITE ADDRESS: PERIOD: DESCRIPTION APPORTIONMENT ESTIMATED COSTS ACTUAL COSTS BASIS (PAID) Facility Price (FUP) Rates Utilities Services provided by Holder’s in- house staff A B Total Estimated Costs : Total A £ If difference is + (ie A > B) a refund is due from Holder to Occupier Actual Costs : Total B £ If difference is – (ie A < B) an additional payment is due to Holder from Occupier Difference : Total A – B £ * Note: If the actual costs in respect of the FUP are greater/less than estimated but they fall within the ‘acceptable variance’ (+/- 10% of FUP up to a maximum £5,000) no further action will be taken. However, if they fall outside the ‘acceptable variance’ an additional refund/payment will be necessary.(see CEOA paragraphs 5.29 and 5.30) 19