Operation and Maintenance Agreements are agreements made between two or more
parties for the purposes of maintenance and repair of real property, the operation of
utilities and any other provision of service. Operation and Maintenance Agreements are
sometimes referred to as O&M agreements. This document in its draft form contains
numerous of the standard clauses commonly used in these types of agreements;
however, additional language may be added to allow for customization to ensure the
specific terms of the parties' agreement are addressed. Use this agreement if one
wants to engage a person or entity for the purpose of maintenance and repair of real
OPERATION AND MAINTENANCE AGREEMENT
This Operation and Maintenance Agreement (this â€œAgreementâ€) is hereby made and
entered into on this _____ day of ______________, _____ by and between ________________
(â€œOwnerâ€) and _______________ (â€œOperatorâ€).
WHEREAS, Owner owns a ________________________________ [DESCRIPTION OF
PROJECT] (the â€œProjectâ€) and desires to contract for the operation, maintenance, and the
management of the Project; and
WHEREAS, Operator provides operation, maintenance, and management services for the
__________________ (hereinafter the â€œFacilitiesâ€) [OWNERâ€™S FACILITIES] and Operator has
agreed to provide those services for the Project to Owner on the terms and conditions set forth in
NOW THEREFORE, in consideration of the promises, mutual covenants, and
agreements contained herein, Operator and Owner hereby agree as follows:
1.00 DEFINITIONS, ETC.
1.01 â€œAgreementâ€ means this Agreement and any amendment, recital, instrument, exhibit, or
schedule supplemental or ancillary to this Agreement, and the expressions â€œhereof,â€ â€œhereto,â€
â€œhereunder,â€ â€œhereby,â€ â€œherein,â€ and similar expressions refer to this Agreement and not to any
particular Section, Article, or other portion of this Agreement.
1.02 â€œApplicable Lawsâ€ means, with respect to any person, property, transaction, event, or
other matter, any law, rule, statute, regulation, order, judgment, decree, treaty, or other
requirement having the force of law in relation or applicable to such person, property,
transaction, event, or other matter.
1.03 â€œBusiness Dayâ€ means any day, other than Saturday, Sunday, or any statutory holiday
recognized by the State of _______________.
1.04 â€œConfidential Informationâ€ of a Party means all information (and all documents and other
tangible items that record information, whether on paper, in computer readable format or
otherwise) relating to a party or the Project which, at the time concerned is of a confidential
nature, and is learned by the other Party as a result of the relationship created by this Agreement,
but not including any information or documents or other tangible items which, at the time
A. Have become generally available to the public in a manner other than as a result
of a disclosure by a Party or any of its officers, employees, or agents (its
B. Were available to a Party or its Representatives on a non-confidential basis prior
to the date of this Agreement.
1.05 â€œOperating Costsâ€ with respect to the Project includes, without limitation, all utilities
(unless separately metered), custodial services in any of the common areas, repair of any
plumbing or electrical services, interior painting as required or repair of original millwork, if
any), maintenance services (such as minor repairs, maintenance of all heating, ventilation and
air-conditioning equipment), snow removal, waste disposal, fire and electrical inspections, and
insurance on common areas but does not include any expenses not related to the Project itself.
1.06 â€œCity Areasâ€ means those areas within ____________________ [CITY] municipally
known as _________________________ [ADDRESS].
1.07 â€œPartiesâ€ means both Parties to this Agreement so long as they remain Parties to this
1.08 â€œPartyâ€ means either one of the Parties to this Agreement.
1.09 â€œPersonâ€ or â€œPersonsâ€ includes an individual, a corporation, a joint venture, a
partnership, a trust or trustee, an unincorporated organization, the government of a country, or
any agency of any such government, and words importing Persons have a similar meaning.
The following are the Schedules attached hereto, incorporated herein by reference, and
deemed an integral part hereof: (delete if not applicable)
1.11 Sections and Headings
The division of this Agreement into Articles and Sections and the insertion of headings
herein and are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.
1.12 Gender and Number
Unless the context otherwise requires, words importing the singular include the plural
and vice-versa and words importing gender include all genders.
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1.13 Currency and Payment Obligations
All dollar amounts referred to in this Agreement are stated in lawful money of the United
States of America.
1.14 Business Days
If any payment is required to be made or other action is required to be taken pursuant to
this Agreement on a day that is not a Business Day, then such payment or action shall be made or
taken on the next Business Day thereafter.