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What is the FAC-1 framework alliance contract?

Professor David Mosey CBE FICE

Professor of Law, Centre of Construction and Dispute Resolution

22 August 2024

The Centre of Construction Law and Dispute Resolution developed the Framework Alliance Contract (FAC-1) in consultation with over 120 organisations in 2016, in response to addressing ongoing issues within the construction industry. Professor David Mosey CBE FICE, breaks down the FAC-1 contract and reflects on its adoption within the industry.

Why is a new framework contract needed?

Frameworks are an established means for the delivery of multiple construction projects, and a framework contract can describe:

  • Systems by which successive projects will be planned, designed and built
  • Investments and rewards expected by the parties
  • 'Agreed measures of the parties’ performance
  • Machinery for the parties to review and improve what they provide.

While a well-integrated team can achieve good value and avoid disputes on a single project, the same team can generate stronger relationships and achieve greater long-term benefits on multiple projects. A framework creates more scope for improved value to be achieved on multiple projects because it attracts increased personal commitment and investment, because framework members can plan with a clearer understanding of potential additional work, and because framework members can be expected to learn from project to project. This overcomes the ‘Groundhog Day’ of lost learning from one project to the next.

However, framework contracts have often been neglected as vehicles for integrating teams and improving value. Instead, they have often been used cynically as short cuts to market and as a means to attract lower prices by exaggerating the potential pipeline of work. For example, without clear contractual relationships and processes that govern the fair award of work and the measurement of value, a framework can quickly break down and give rise to disillusionment and distrust.

What is different about FAC-1?

The FAC-1 Framework Alliance Contract (‘FAC-1’) integrates the activities of consultants, contractors, suppliers and other industry organisations engaged on a project or a programme of works, services or supplies of any size or type, and it aligns their interests with the interests of clients. It creates a multi-party umbrella that sets out agreed processes for planning, value improvement, contract award, performance review, problem-solving and shared learning. FAC-1 describes a range of systems designed to achieve value improvement, risk management and net zero carbon targets in any sector and any jurisdiction.

FAC-1 addresses the tendency to compartmentalise the skills applied to the strategy, procurement, contracting and management stages of a complex project or programme of works, which can lead to the loss of valuable information acquired at each stage. FAC-1 connects all these stages through a transparent multi-party structure that integrates all contributors and provides a consistent basis for collaborative practices and exchanges of experience.

FAC-1 was developed by King’s Centre of Construction Law & Dispute Resolution and the Association of Consultant Architects through consultation with 120 organisations in 14 jurisdictions and was published in 2016. It has been used by private and public sector organisations on projects and programmes of works, services and supplies ranging in value from £5 million to £30 billion.

Further information in relation to FAC-1 can be accessed in The FAC-1 Framework Alliance Contract: A Handbook which was published by LPP in 2023.

Is FAC-1 recognised?

Over the eight years to 2024, FAC-1 has been adopted on procurements with a total value of over £100 billion. It has attracted widespread recognition in the UK and internationally because it creates clear commercial systems that reach beyond the traditional role of contracts and that enhance the work of individual team members.

Since 2020 FAC-1 has been recognised in the UK Government ‘Construction Playbook’ as ‘a good example of a standard form framework contract that can achieve …many of the ambitions set out in this Playbook’, supported by the 50 industry signatories to that Playbook.

In 2024 the European Bank for Reconstruction and Development published guidance recommending the use of FAC-1 as an integrator for multiple FIDIC project contracts.

Also, in 2024 the NEC (New Engineering Contract) published guidance recommending the use of FAC-1 as an integrator for multiple NEC project contracts.

How does FAC-1 work?

FAC-1 is a multi-party umbrella contract that is designed to be used in conjunction with any number of consultancy agreements, construction contracts and specialist appointments and that describes the relationships and processes that these other contracts are not designed to cover.

The FAC-1 defined terms are shown in quotation marks in this blog and it describes a range of tested contractual systems for:

  • Integrating the roles of 'Alliance Members' through shared 'Objectives, Success Measures and Targets' linked to agreed 'Incentives'
  • Awarding any number or range of 'Project Contracts' for works, services or supplies comprising the 'Framework Programme'
  • Planning the early engagement of 'Alliance Members' and of wider 'Supply Chain' members in advance of each 'Project' commencing on site
  • Programming a 'Timetable of Supply Chain Collaboration' and other 'Alliance Activities' designed to achieve 'Improved Value'
  • Capturing learning and improvement from one 'Project' to another
  • Managing risks through a shared 'Risk Register' and avoiding disputes through shared preparatory measures and through 'Early Warning' referred to a 'Core Group' of individuals who seek agreed solutions.

FAC-1 enables the agreement and sharing of improvements in quality, safety and net zero carbon while protecting the 'Intellectual Property Rights' and other commercial interests of 'Alliance Members'. It clarifies the relationships between 'Alliance Members' and wider 'Supply Chain' members, and it helps to accelerate progress through the learning gained from exchanges of experience.

FAC -1 diagram

FAC-1 can be used as a strategic contract governing a programme of multiple projects or as a single project contractual integrator. It establishes direct links between one or more clients and one or more consultants, contractors, suppliers and other industry organisations as 'Alliance Members', supporting shared systems for improving value and reducing risks and avoiding the fragmentation of relying only on separate two-party contracts.

FAC-1 is designed to be compatible with any 'Project' procurement model and award processes, and its 'Template Project Documents' govern the delivery of each 'Project' comprising a 'Framework Programme'.

How does FAC-1 differ from other alliance contracts?

FAC-1 is distinct from standalone alliance contracts, such as the ‘PPC2000’ project alliance contract and the ‘TPC2005’ or ‘TAC-1’ term alliance contracts, and these distinctions can be summarised as follows:

  • A ‘framework alliance contract’ links multiple other contracts and integrates a multi-party team engaged on one or more projects, so that the team can use lessons learned on each project to improve the delivery of other projects
  • A ‘project alliance contract’ such as PPC2000 is a standalone contract that integrates a multi-party team who are brought together to deliver a single project
  • A ‘term alliance contract’ such as TPC2005 or TAC-1 is a standalone contract that integrates a multi-party team through multiple orders placed for agreed tasks so that the team can use lessons learned on each order to improve the delivery of other orders.

FAC-1, as a framework alliance contract, describes the multi-party relationships, commitments and systems that improve the procurement, integration, management and delivery of:

  • The multiple projects comprising one or more programmes of works, services or supplies
  • The multiple parts of one or more complex projects
  • The different contributions to a project using digital information management through building information management and related digital technologies
  • Long-term commitments through a public private partnership
  • The works, services or supplies awarded by tier 1 contractors to their supply chain members.

What is the structure of FAC-1?

The FAC-1 'Framework Alliance Contract' comprises a set of 'Framework Documents', as summarised below, which are listed in the 'Framework Alliance Agreement' (Page i) and which are ‘subject to addition and amendment in accordance with any 'Joining Agreements' and the Contract Terms.’

The 'Contract Terms' can be grouped around the following themes:

  • 'Alliance' integration: clauses 1,10,11 and 13, Schedules 1 and 6 and Annex 2
  • 'Project' procurement: clauses 4,5 and 7, Schedules 4 and5 and Annex 3
  • 'Improved Value': clauses 2,6 and 8 and Schedules 1 and 2
  • 'Alliance' management: clauses 3,9,12,14 and 15, Schedule 3 and Annex 4.

The 'Framework Alliance Agreement' is completed with details by reference to the numbered clauses of the 'Contract Terms' (pages i to v) and is signed by all 'Alliance Members' (pages vi and vii).

The FAC-1 'Framework Brief' is issued to prospective industry 'Alliance Members', in response to which each prospective industry 'Alliance Member' submits its 'Framework Proposals' and 'Framework Prices'.

FAC-1 provides for controls over the 'Framework Documents' which include:

  • Under clauses 1.3.3 and 13.3.2 the 'Framework Prices' and 'Framework Proposals' are binding only between the 'Client', the 'Alliance Manager' and the other individual 'Alliance Member' who submits them, and are confidential between that limited group of 'Alliance Members'
  • Under clause 1.4 the responsibility of each 'Alliance Member' is limited to those 'Framework Documents' that it prepares or contributes to, except to the extent of its stated reliance on information provided by other 'Alliance Members'
  • Under clause 1.5.3, in the event of any discrepancy, a 'Project Contract' takes precedence over the 'Framework Documents'.

Who is using FAC-1?

FAC-1 has been adopted on procurements which cover airfield, asset management, custodial, education, energy, environmental, health, highways, housing, infrastructure, maritime and public buildings. For example, FAC-1 has been used for:

  • Alliances governing construction works and services, modern methods of construction (‘MMC’) and materials/ equipment supplies such as those led by Crown Commercial Service
  • ‘Sub-Alliances’ for multiple complex projects such as the Sub-Alliance led by Ministry of Justice under a Crown Commercial Service overarching alliance
  • Energy alliances and other alliances for a complex project such as those led by Enel Green Power
  • Health sector alliances such as those led by NHS Improvement and NHS Shared Business Services
  • Housing alliances such as those led by Futures Housing Group, SCMG and Haringey Council
  • Highways alliances such as those led by Surrey County Council and Oxfordshire County Council
  • Manufacturing and offsite construction alliances such as those led by the Football Foundation and Building Better
  • Regional alliances and alliances for small and medium-sized enterprises (‘SMEs’) such as those led by LHC
  • Public private partnership (‘PPP’) alliances such as the one led by University of Milan and Lendlease
  • 'Supply Chain' alliances such as those led by Kier
  • A new collaborative contract for any ‘fusion’ project, which is currently being developed by Fusion for Energy.

Case studies that include the above procurements appear with detailed guidance on FAC-1 in The FAC-1 Framework Alliance Contract: A Handbook’.

 

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David Mosey

David Mosey

Professor of Law

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