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Journal of Corporate Real Estate Volume 7 Number 4

Corporate real estate outsourcing


contracts and their embedded flexibility

Fernando de Zuniga
Received (in revised form): 31st March, 2005
Property development manager, NECSO Poland, 11A Konstruktorska Str.,
02-673 Warsaw;
Tel: 48 22 54 85 073; Fax: 48 22 54 85 038; e-mail: fzuniga@necso.es
NECSO Inmobiliaria, avenida de Europa 20, Parque empresarial La Moraleja,
28108 Madrid;
Tel: 34 91 663 29 50; Mobile: 48 600 95 76 28

Fernando de Zuniga is the manager of the continental Europe and discussing the main
property developments of Necso Inmobiliaria in theories on management outsourcing. Theories
Poland, a branch of Acciona, a Spanish leader of flexibility of CRE portfolios are considered
construction and service company. Actually he is and the main characteristics of the new REPs
undertaking an office park development in the discussed. Findings The paper finds that it
center of Warsaw and some other residential is possible to capture in the outsourcing contract
projects. Before moving to Poland he has been sufficient flexibility to meet the changing needs
Necso real estate investment analyst in Madrid of the business and add value because a contract
and has acquired experience in land adquisitions can capture all the flexibility desired and iit
for commercial properties in Spain. He has an would add value as the properties would be
MSc in Corporate Real Estate Finance and used efficiently. Two outsourcing contracts in the
Strategy from Cass Business School (formely UK are explained in two case studies, which
City University Business School) and he is a support this. Originality/value The paper
fully qualified arquitect from the University of suggests methods to outsource CRE portfolios
Navarre, with experience in design and project and obtain adequate flexibility to add value to
management in UK. shareholders.

Keywords: portfolio investment,


ABSTRACT outsourcing, corporate strategy
Purpose This paper intends to respond the
question that comes up to CRE managers
when they consider the outsourcing technique INTRODUCTION
for their CRE management and portfolio. Surprisingly phrases like If you can
The question, if it is possible to capture in outsource, outsource or outsourcing is
the outsourcing contract sufficient flexibility always the best solution have become
to meet the changing needs of the business common in the day-to-day conversations.
and add value, addresses the existing debate In the property market we can find two
on flexibility arguing the suitability of the words on fashion, outsourcing and flexi-
outsourcing structures for corporates portfolio. bility, normally as synonymous. And this
Journal of Corporate Real Estate Design/methodology/approach The paper is the natural reflect of last years huge
Vol. 7 No. 4, 2005, pp. 306325.
Emerald Group Publishing undertakes a methodological analysis, consider- activity of corporate outsourcing deals and
Limited,
1463001X ing the main outsourcing deals in the UK and transactions.

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In the public sector we can find many sale-and-leaseback based contract cover-
examples of the new Private Finance ing 180 UK filling stations for a
Initiatives or Private Public Partnerships reported total value of 300 million was
(PFI/PPP), which brings the private signed in January 2000. Another ex-
sectors finance, management skills and ample is Abbey National PLC, with
expertise into projects which would a 20-year structured sale-and-leaseback
normally be undertaken by the public contract covering 1,307 freehold and
sector1 (Dick & Akintola, 1996); basically leasehold properties, for approximately
there is a transfer of finance and manage- 457 million with a profit on sale (after
ment where the government becomes the disposal cost) of 70 million pre-tax
buyer of services. Usually a PFI contract (Case Study 2).
will be signed after a tendering process In continental Europe we also find
where the service provider will commit to large-scale transactions. Although the
design, build and manage a hospital, telecom sector has predominated, transac-
school or something similar for a long tions have also been seen coming from
period. A big PFI deal took place within the retail, military contracting, energy,
the Department of Social Securities, airline, chemicals, insurance and financial
with a 20-year contract transferring 700- services sector.3 For example in Sweden
property portfolio for which the govern- Ericsson transaction covered SEK 5.3
ment received an upfront payment of billion in 2000, in Italy Telecom Italia
250 million in April 1998 (Case Study disclosed a transaction of 2.9 billion euros,
1). The Inland Revenue and Customs and the Deutsche Telekom 550 million euros
Excise did another big outsourcing deal in and the France Telecom 3.0 billion euros
April 2001, also with a 20-year contract in 2001. And other examples that are not
covering the combined estates comprising telecom are Carrefours estate, which was
some 600 properties to provide serviced bought by a public company for 1.5
accommodation. billion euros in 2000, or Banca di Roma
In the private sector there is much for 560 million euros in 2001.
more variety in contracts and products. However, the really increase has taken
For example there are Corporate PFIs, place in the property management
which have the same structure and scope and service outsourcings, including the
than the PFI/PPPs but for the private facilities management. This has become
and commercial sector. Another out- very common for companies across
sourcing method, which has moved to Europe and many new property service
the forefront, is the sale-and-leaseback providers continue flowing up. We can
transaction, well known in the mid- find from corporate real estate (CRE)
1990s and which in the last years has consultancies managing some property
become a torrent, and not only in UK, portfolios to complex property service
also in continental Europe and in US. providers managing everything, from
Basically it is an alternative source of leaseholds to maintenance work and
finance, where the privately negotiated security. Large corporates like BBC, BP,
one-by-one sales have been replaced CocaCola, Emap, Deutsche Bank,
by public auctions of portfolios with France Telecom and Suez have already
values in the millions or billions outsourced their property services.
of euros2 (Barris, 2002). Shell com- But still something else can be
pany in UK is an example of these outsourced and provided by these new
large-scale transactions, where 18-year property service companies: the properties

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themselves. This goes beyond the 2000, involving 28,500 individual


sale-and-leaseback because besides the observations. The main findings were the
property ownership, leaseholds and following:
property service & management are
outsourced. In order to be able to frame Over the last decade the companies
these complex-outsourcing deals a new expanded their exposure to leaseholds
structure has come up in UK, commonly (from 32 per cent to 40 per cent in
know as Real Estate Partnerships (REPs). 1999).
The REPs usually has been used to The top two factors viewed as key
outsource property ownership on a local drivers of their property strategy are
basis, but also some large contracts have business flexibility and the cost control
been undertaken with a complete of accommodation.
corporate property portfolio. For example The types of property considered most
the BBC in November 2001 signed a suitable to outsource were HQ
30-year contract covering the BBC and admin offices (research facilities,
White City freehold and property laboratories and manufacturing property
management services for estates in were considered the least suitable).
London and Scotland, valued at around The advantages of an outsourcing op-
2 billion with an upfront fee of 35 tion are perceived to be the ability to
million. In December 2001 British focus on core business and the expecta-
Telecommunications PLC also signed tion of reducing operating cost. The
a 30-year contract covering 6,700 need to reduce operating risk was also
properties comprising offices, telephone highlighted.
exchanges and call centres with Telereal The two major concerns to outsource
responsible for providing accommodation were namely achieving value for money
and estate management services, valued at and the markets ability to deliver.
2.38 billion.
However this complex situation brings These findings reflect the current situation
out many questions and particularly one in the UK market. Firstly the tendency of
question has now a prominent position the companies to increase their leasehold
for property managers, maybe because of against their freeholds is necessary to
the scepticism created by the uncertainty remain competitive and grow. Companies
of the future. using finance leases significantly out-
perform freehold companies, with higher
returns and are more efficient in managing
THE QUESTION: IS IT POSIBLE TO their assets. Therefore the companies
CAPTURE IN THE OUTSOURCING with a large freehold base will look
CONTRACT SUFFICIENT FLEXIBILITY at rationalising their portfolio whether
TO MEET THE CHANGING NEEDS OF through restructured leasing, sale-and-
THE BUSINESS AND ADD VALUE? leaseback or outsourcing.
The Enhancing Corporate Value through In the other hand, most of the com-
Property Re-engineering research4 panies have also traditional leases or long
brought out some interesting data leases (25 year leases), which provoke
regarding corporate real estate in UK. an impact of total inflexibility to the
The study focussed on the property data current needs of the businesses. This is
of almost 4,500 UK quoted and unquoted clear because any business plan cannot be
companies over the period 1990 and based on more than 23 years due to

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the current business uncertainty. There- because restructuring their portfolio to the
fore the companies are now seeking more needs of the business will create value in
flexible lease terms where accommodate the future due to they are using efficiently
easily their businesses and also flexible their properties, which will be in
space solutions. (This has been named harmony with the business goals. But now
The evolution of flexible occupation, is when the outstanding question comes
which will be explained in the fourth up: it is clear that outsourcing provides
chapter). many advantages at the beginning but can
To sum up, we can say that the existing capture sufficient flexibility to meet the
situation of the accommodation structures future changing needs of the businesses?
has led corporates to find new solutions The study also revealed that the
that respond to changes and uncertainty in property executives two major concerns,
their markets, which have been dramati- namely achieving value for money and
cally changed by the twin forces of tech- the markets ability to deliver. These
nology and globalisation. The outsourcing concerns are not surprising because this
seems to be the key. form of provision is an emerging market
There are many types, ways, systems and there are only a limited number of
and strategies of outsourcing but basi- players in this market. These are some
cally the really value is achieved when a limitations to outsource and can partially
rigid property portfolio is restructured explain the current situation. Although
efficiently for the needs of the business. there have been some large operations,
This can be achieved outsourcing the outsourcing property ownership is not
freeholds and leaseholds of the company widespread. This lack of enthusiasm
and renegotiating a beneficial occupation reflects concern over the cost of outsourc-
in harmony with the business. This is ing, the lack of full outsourcing providers
the outsourcing cornerstone, the intrinsic that can service property internationally,
value, which will be measured by the and unease over entering into a financial
reduction of the operational cost, and transaction little understood by investors.
by the up-front cash payment, that will This is all the more so given todays
be used to focus on the core business scandal-scarred market, which is wary of
(this is also the motivation for sale-and- anything that takes assets off a companys
leaseback, as an outsourcing method). Be- balance sheet . . .. Where they choose also
sides this, the outsourcing can provide to outsource property ownership, they are
other advantages like reducing operating likely to do so on a local basis,
risk, maximising asset value, performance with individual contracts for individual
related payment and portfolio rationalisa- properties.5
tion. Then there are several ways of In order to be able to answer the
outsourcing which can add value like for question we have to consider some other
example when the property management, issues. Firstly how much flexibility does a
services and facilities management are in- corporate require now and in the future?
cluded in the same outsource contract, The flexibility require now could be
because a single contract reduces the cost figured out by seeking to align real estate
of having many different contracts. flexibility with the flexibility in the com-
However the main reason why pany as a whole.6 Questions like how
the companies are outsourcing their flexible customer contracts are or how
properties is to improve the business flexible is the workforce should be con-
flexibility as the study demonstrates, sidered. However the future is uncertain

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and to foresee the future required flexi- Efficiency gains and effectiveness from
bility is unlikely when the outsourcing economies-of-scope;
contracts are 25 or 30 years long. Lower transaction cost for routine
Moreover, broadly speaking, the more tasks;
flexible the contract the more expensive Timely updates of market values on real
it will be. And besides, flexibility is a bit estate holdings;
like a theatre ticket, if you do not use it Other real estate reporting improve-
on the day it becomes valueless. There- ments
fore some corporates acquire flexibility for
a large amount of money and then this And they also listed the possible negative
flexibility becomes valueless or does not consequences of outsourcings:
meet the changing needs and then the
outsourcing contract becomes a burden Higher costs, as premium transaction
because long-term payments have to be fees are paid in excess of a companys
done without any real benefit (except the internal cost.
benefit achieved at the beginning of the Loss of power-of-scale when negotiat-
contract). ing contracts;
The question covers different subjects Loss of control of key elements that
that become connected and influence each influence business function operation
other when we try to respond it. Therefore and success
in the next chapters we will discuss the Inefficiencies in attempting to con-
theories behind and analyse two case studies trol outsource provider performance of
to see how they respond. complex, uncertain, or long-term tasks
and responsibilities;
Loss of company learning that builds
CORPORATE REAL ESTATE valuable CRE management organisa-
PORTFOLIO MANAGEMENT tion capital;
OUTSOURCING THEORIES Loss of internal relationships that result
In US there is 20 years experience out- from networking with other segment of
sourcing CRE management within the business;
traditional service areas. Losses of CRE participation in overall
Manning, Rodriguez & Roulac7 util- corporate strategy due to the external as
ized concepts from the neoclassical theory opposed to internal orientation of CRE
of the firm, supported by the literature on outsource providers.
corporate real estate outsourcing, to shed
some light on how much and which However these outsourcing benefits and
corporate real estate management func- drawbacks do not really mean a lot by
tions should be outsourced. They started their own in a list. Some of them can be
formulating the principle that Outsourc- more important than others and therefore
ing can benefit stockholders if outside in order to withdraw some theories they
contractors can carry out functions more have to be evidenced with the ex-
effectively and efficiently than internal perience, as these authors did. They
personnel. Then they listed the possible stated, Outside CRE service providers
benefits from CRE outsourcing: are expected to contribute more innova-
tive and comprehensive strategic thinking
Efficiency gains from economies-of- as well as to become more able to make
scale; key contributions to the process manage-

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ment of a firms corporate real estate share problems between the Corporate
portfolio and firms that are lager, more Managers of real estate and the Service
diverse, growing rapidly may benefit from Providers. In terms of strategy, Managers
greater decentralisation of their CRE should delegate-outsource day-to-day
management expertise. However, the tasks and should proactively address
need for some internal CRE management corporate strategic real estate issues, and
for the overall corporation, will most Providers should support Managers in the
likely never to be eliminated through identification/implementation of strategic
outsourcing. Internal corporate real estate activities. And the key to resolving
management will be needed indefinitely User/Provider problems is found in the
to create and monitor cost-effective, development of long-term relationships
quality long-term relationships between built on mutual trust, professional
the companys business units and the CRE integrity and sustained performance.
outsource service providers. And in fact Glagola9 offers concrete suggestions for
overall responsibility for the two higher- managing the entire outsourcing process
level CRE management functions of more effectively, because outsourc-
Intrepreneur (provide real estate services ing requires a cohesive, end-to-end
as a competitive service provider) and methodology for identifying opportunities
Business Strategist (integrate workforce, and managing their implementation.
workplace and technology trends into Therefore he identifies some points to be
overall business strategy) may be better considered in the outsourcing process,
done by internal CRE staff than by the first step in undertaking any
outside service providers. Besides, deci- outsourcing initiative is to conduct a
sions about whether, how and which strategic analysis of how outsourcing can
CRE functions should be outsourced, can be used to gain competitive advantage,
oftentimes be meaningfully enhanced by which will require an analysis of current
using a knowledgeable third-party con- operating cost, the strengths and
sultant. weaknesses of both the client and the
The previous theory is quite important provider and anticipated changes in the
because it starts to analyse the outsourcing business environment.
process in parts, locating which functions Another quality of the outsourcing is
should be outsourced. This is a key idea that it represents a long-term relationship
that will also be used to respond the with another firm. This is fundamental in
formulated problem. order to predict the consequences of an
Kimbler & Rutherford8 studied the outsourcing contract. Glagola offers the
problems that outsourcing industry was following suggestions in the outsourcing
experiencing between the Corporate process:
Managers of real estate and the Service
Providers. They undertook a survey Defining requirements in clear, com-
consisted of a questionnaire sent to real plete and measurable terms to serve the
estate managers of ninety-two corporate needs of the client and to assist the
real estate departments and executives of provider.
seventy-two real estate service com- Once the requirements have been ar-
panies. We find their recommendations ticulated, a provider must be selected
very interesting because they address on the basis of total capabilities and
an existing problem that influences cultural fit.
the hypothesis of this paper, the Once the provider is selected, a final

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agreement must be crafted in detail to that It must be understood that the


define the nature and scope of services, change process takes two or three years to
to provide performance guarantees and be completed and therefore The original
to describe how the relationship will be deal between the client and the out-
managed over time in an ever-changing source provider will have to be revised
business and economic context. and corrected in response to ongoing
In addition, the contract should dynamics and It will be important to
incorporate a change-implementation keep in place a set of benchmarks and
structure (flexibility), which should metrics for measuring the performance of
include performance-related incentives partners although the direct impact
and penalties and should delineate on core competency cannot always be
clearly all-organisational hierarchies. measured precisely.
McBlaine & Moritz10 addressed the
However Glagola points out the lack of same problem than Kimbler & Ruther-
success for organisational change efforts, ford, but nine years later: In many cases,
when about 80 per cent of total quality what has promoted as a strategic partner-
management initiatives fail to achieve tan- ship has turned out to look far more like
gible results. This evidence is important a traditional customer/vendor relationship
for this research because the corporates are . . . too often, outsourcing has not helped
seeking flexibility basically to respond to the corporate real estate function emerge
changes. Nevertheless this author gives as a strategic business force. And as this
some suggestions to face these changes, problem has been present in the last years
which are easier to incorporate than to deals, it is very probable to be an intrinsic
gain flexibility: characteristic of outsourcing. Nevertheless
the authors expose their opinion to solve
Develop a practical understanding of this limitation: The challenge lies in
how people and organisations respond creating and maintaining a real partnership
to change. between the corporate real estate team
Develop a structured plan for achieving and the service provider. The key is to
the desired goals. determine what needs to be done on both
Align the organisations current and sides of the relationship to make it work
planned changes with the resources effectively.
available for implementing the initia- This new outsourcing model proposed
tives. by the authors, the partnership, is what
Put in place a mechanism for absorbing currently is taking place in UK, Real
disruptive change and discouraging at- Estate Partnerships (REPs) sharing risk.
titudes and behaviours that detract from McBlaine & Moritz defined the contribu-
quality and productivity. tions the service partner should be
expected to make to the relationship:
Glagola finalises pointing another chal- Real estate solutions that work, broad
lenge, how to maintain and monitor the and evolving service offerings, financial
effectiveness of the partnership over time. expertise, technological innovation and
He offers again some sharp suggestions: implementation and transition expertise.
The most important factor is successfully In the other hand the client should expect
implementing an outsource agreement the following from a legitimate outsourc-
is fostering good working relationships ing partnership: Strategic perspective,
among the people involved. He added portfolio-wide service and consistency,

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transition to new opportunities and col- only product was the FRI lease became a
laborative environment/robust account multi-product industry.
management. However the problems Harris demonstrates how construction
arise when it comes time to put those companies effectively reinvented them-
concepts into practice. selves, many as service providers during
In theory learning from past experience, 1990s. All this shuffling in the procure-
both service provider and client can avoid ment process was necessary to allow the
disappointment and recognise the real property supply chain as a whole to move
benefits of transformational outsourcing. towards the provision of flexible occupa-
However the question is if this lesson will tion. The traditionally separate interests of
be learned in UK, because actually it does development, professional advice and
not seem so. downstream delivery began to coalesce
in mergers, alliances and partnerships
to allow for an integrated process,
FLEXIBLE OCCUPATION THEORIES which focused on service. Therefore new
WITHIN CORPORATE REAL ESTATE products providing flexible occupation
PORTFOLIO emerged:
Dr Robert Harris11 in his From fiefdom
to service: The evolution of flexible Pay-as-you-go, the retail front end of
occupation discusses the changes that serviced offices
have occurred in the UK property market Serviced offices or business centres
related to the flexibility: In the early Offices with services
1990s the corporate community fell
precipitously into recession, and suddenly In the pay-as-you-go the contractual is
large corporations were being caricatured minimal and the service operates rather
as oversized, slow moving and inefficient like a hotel. The market is typically
. . .. The focus of corporate manage- individuals and small and medium-sized
ment shifted to outsourcing, downsizing, enterprises, but includes larger corporates
re-engineering: methods for becoming requiring space temporarily for projects
leaner, more efficient and more competi- teams, overflow and so on.12 Business
tive. At the same time organisations centres are about providing space, or
sought flexibility to allow them to work environments, rather than real
respond to changes by the twin forces of estate. Service contracts and licenses
technology and globalisation. The tradi- replaced leases, with short-term arrange-
tional role of outsourcing was simply the ments typically involving the provision of
provision of services, although the system staffed facilities; shared meeting or con-
yielded to a more packaged approach, ference space; fully-equipped work en-
which presaged the broader approach to vironments; and IT and communications
service, or flexible occupation in the infrastructure. The office with services
property sector. It was argued that the product is basically the traditional assets
traditional lease was unsuited to this but with the provision of more intensive
dynamic business environment, and that management, and the supply of the kinds
the answer lay in a more customer- of service support.
focused approach based on flexible leas- All this process of the evolution of the
ing and enhanced service provision . . .. office product to service can be linked to
Within a short span of time in Gibson & Lizieri13 idea of the office
property terms the industry whose product-service continuum. The premise

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is that, at the core all organisations require goal of a truly flexible real estate
space. What differentiates one offering portfolio. Gibson15 brings also light to
from another is the amount of addi- this key challenge and establishes a model
tional service the purchaser requires. At that provides a framework for examining
the far left of the diagram is freehold the organisations property portfolio on
property where the occupier takes full flexibility basis. And this examination can
responsibility for maintenance, insurance also be applied to an outsourcing property
and facilities management services. At the portfolio deal to check the flexibility.
other end of the spectrum, space is avail- This is a key challenge because cer-
able on a fully serviced basis where the tainly real estate has a number of charac-
occupier takes no responsibility for the teristics which make it difficult to achieve
property and expects a totally managed greater agility. It is a static, physical,
environment. The argument is that these unique and immovable asset which can
different offerings are appropriate for very only be purchased in predefined lumps.
different business activities and that an The real estate market is inefficient and
effective corporate portfolio would have a therefore it cannot trade like other com-
balance of these different types of offer- modity product, or even like other invest-
ings as appropriate. ment classes. Flexibility within corporate
This evolution of the flexible occupa- real estate is multifarious and therefore
tion frames the theories of the CRE needs to be considered from the various
portfolio flexibility, which will be ap- perspectives. From the point of view of a
plied to the existing flexible occupation corporate real estate manager, the physi-
products and services. However, the first cal, functional and financial aspects of a
thing we wonder is why the flexibility property are those over which they have
is now so much required. Virginia control or influence, and therefore any
Gibson14 identifies four reasons why framework will need to consider these as
flexibility has become so important, sources of flexibility Gibson.16 Physi-
which are consequence of the way of cal flexibility is considered the evalua-
corporates operate. First, organisations tion of buildings, functional flexibility
are faced with an environment which the activities the buildings can support
is changing rapidly and which is in- and financial flexibility the risk and ex-
creasingly difficult to predict. This has posure of any real estate decision (type
led to shorter and shorter planning of tenure and the terms of any agree-
horizons within business . . . less than three ment). However what brings financial
years. Secondly, the way in which flexibility? Brenna ORoarty17 undertook
senior mangers are increasingly dealing a survey considering the level of flexibility
with uncertainty is by experimenting provided by different lease lengths and
and setting up pilot projects. Thirdly, tenure arrangements. The results indi-
organisations are constantly reinventing cate, The respondents consider a five-
themselves . . . redesigning the way a year lease to offer the greatest level of
business operates and its core activities. flexibility, although freehold still achieves
Finally, even at the most mundane second preference. While a 15-year lease
level, corporate real estate managers must with a break at years five and ten is
find way to facilitate the less strategic considered less flexible than freehold, its
changes. index score and rank suggest it is con-
However the next question is how sidered a reasonable alternative, offering
CRE managers can achieve the elusive much greater flexibility than leases of ten

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years or more. This data is very interest- periphery portfolio relates to the require-
ing, particularly the freeholds degree of ment organisations have for very short-
flexibility, and although it will be dis- term space, often training facilities and
cussed in a later chapter, it implies that the activities entry to new markets. The serv-
freeholds provide more flexibility than iced office providers who facilitate total
a long-term lease with break options flexibility both in terms of space and
(which is the typology of the outsourcing services will meet this demand.
contracts). As it has been mentioned, this model
Continuing with Gibsons theory, her could be very useful to organisations
viewpoint focuses on how the corporate to examine their portfolio and their
real estate manager might assess the flexi- flexibility needs. However, Gibson in-
bility within the portfolio as a whole and corporates another dimension to this
identify in which properties flexibility is framework, which is linked with the
required and in which properties it may previous chapter, the management serv-
not be required. And this is also the key ices. She demonstrates that the two
of an outsourcing contract, in which the periphery layers within the portfolio will
CRE manager has to identify first which need services as well as space and that this
properties flexibility is required and then will have to be also provided by the
negotiate it, because some flexibility can building provider or to be outsourced to
be achieved without extra cost. And this another partner, because the occupiers
is the challenge the CRE managers have need a greater provision of service
to face. bundled with the physical. This is
Gibson and Lizieri responded theoreti- interesting because it links the outsourc-
cally to the previous question developing ing of services to a type of space with
a three-tiered approach to examining a certain need of flexibility within a
corporate office portfolio in terms of what property portfolio.
might be seen as core and periphery real Nevertheless ORoarty18 demonstrates
estate requirements. At the centre of the that the granting of flexible lease terms
organisations requirements would be the does not necessarily increase risk and
core portfolio, buildings considered to be decrease the returns generated from com-
needed by the long term and therefore mercial real estate investments. Rather, it
likely to be owned on a freehold or long reallocates risk and reward between inves-
leasehold basis. They will need a high tor and occupier enabling both parties
degree of control to adapt them as the to attain their objectives. This proofs
organisation changes and therefore the the theory that landlords can provide
key flexibility issue will be the functional some flexibility for very little cost which
flexibility, the ability to change the use of could be of huge benefit to a tenant
the building. The first level of periphery and inversely. This fundamental theory is
property is that where numerical flexi- broadly known as the intelligent flexi-
bility is required. This is what the or- bility.
ganisation will want to be able to service
that demand in times of boom but reduce
the cost in time of recession. Therefore it REAL ESTATE PARTNERSHIPS:
would need some functional flexibility FLEXIBILITY IN A SINGLE
but mainly the ability to exit and the short CONTRACT
lease structure with break clause would be Harris19 in his theory of the evolution of
the ideal. Finally, the second level of the flexible occupation mentions the crea-

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tion of the latest product, the private climate with the cost of borrowing
sector PFI or PPFI, which is basically the relatively low, it is hard why a company
transfer of the principle of PFI into the would choose to go down the sale-and-
commercial sector. This was a logical leaseback route simply to raise cash when
extension of the evolution of flexible it is a complicated and expensive method
occupation that began with outsourc- of raising money. And as some companies
ing. The essence of PPFI is that cor- have found over time, the short-term
porate occupiers pass the responsibility for benefits of receiving an immediate cash
the ownership and management of their lump sum can be outweighed in the long
property to a third party. The govern- run by being tied to ongoing liabilities
ment set out the model for corporate and facilities which may no longer be
PPFI when it released the portfolio of appropriate to operational needs. There-
the Department of Social Securities (Case fore as the shortcomings of sale-and-
Study 1). leaseback have become more apparent,
ORoarty defines the Corporate PFI the search for a more effective solution
as a modernised sale-and-leaseback in a has resulted in the creation of what are
lager scale (e.g. investor buys corporates becoming known generically in the UK
holding, lease back say 80 per cent to as real estate partnerships, REPs (techni-
occupier, 20 per cent to market; occupier cally corporate PFIs). They have involved
may vacate say 25 per cent of undefined major corporate occupiers working in
space in say 2 years) Greater flexibility in partnership with service-focused real es-
terms and/or service provision. However tate providers to realise mutual aims.
this deals are subject to individual contract The REP, which is the currently main
and risk apportionment, the greater the real estate outsourcing structure, takes the
level of flexibility achieved, the higher the idea of the sale-and-leaseback and then
rental payment. The flexibility is achieved takes it to a more refined and sophisti-
for long-term commitments but it loses cated level. It is a solution driven not by
the control of property and, where service the real estate market but by a corporates
provision is a factor, it loses the control of present and future business needs There-
quality. fore if flexibility is the key for any
Nevertheless, as ORoarty mentions, business going forward, then a company
the CRE outsourcing deals (or corporate looking to embark on a outsourcing of
PFIs) are not just the consequence of the their real estate must start by determining
flexible occupation. They have another what their occupancy strategy is. Essen-
main root and can be introduced as the tially, this means identifying what space is
successors of the sale-and-leaseback. Tim needed and for how long.21 Basically
Asson20 discusses this phenomenon bril- deciding which facilities need to be dis-
liantly. The traditional form of sale-and- posed of and those those need to be
leaseback came to prominence in the retained. And then the occupier can price
1980s and is currently enjoying a new in the flexibility it will require in the
wave of popularity among some corporate future, creating a relatively static model
occupiers. The sale-and-leaseback was for core properties and factoring in exit
seen as a relatively straightforward means strategies for particular buildings, all in-
of releasing capital that was locked up cluded in the contract cost. At the heart
in real estate, particularly during times of this process is the building-by-building
of high rates of interest on borrow- approach, which enables accurate financial
ing. However in the current economic forecasting of what it will cost for a

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corporate occupier to retain, expand or problem in different ways but there is no


dispose of individual properties. Clearly, perfect solution. This is an impediment of
any degree of flexibility will be paid for in dealing with big portfolios, and the
some way, but the fact that there can be, bidders will have to evaluate it in the
and has been, built into these partnerships tender process of outsourcing.
an element of no extra cost and/or using
a cost formula at predetermined cost,
shows that various model exist that can be CASE STUDY 1: DEPARTMENT OF
developed to give corporates some, if not SOCIAL SECURITIES PRIME
all, the flexibility they may need.22 CONTRACT
REPs also differ from traditional sale- Based on Michael Evans (2000) The
and-leaseback because associated property PRIME contract: The Department of Social
services and certain leasehold liabilities Security and Trillium paper and personal
can also be outsourced. And all this, communication.25
included the freehold, will be outsourced As we mentioned in the previous chap-
through a single contract, avoiding the ter, in 1998 the Government set out the
hundreds of contracts that before the model for corporate PPFI when it released
corporates had to manage regarding a portfolio of 650 properties of the Depart-
property services and facilities manage- ment of Social Securities (DSS), comprising
ments. The service contract, covering the 1.5 million square metres, to Trillium, with
outsourcing aspects of the transaction, backing from Goldman Sachs. The deal,
dealt with, inter alia, contract duration, the largest of the governments property-
services to be provided, payment for those based Private Finance Initiatives, involved
services (including an element of periodic the consortium paying an initial cash sum,
market testing to ascertain appropriate taking over all freeholds and leaseholds, and
revisions to payments), employment mat- contracting to provide the DSS with serv-
ters, insurance matters, default and ter- iced accommodation for a term of 20
mination, compensation events and force years.
majeure an, also, provisions to enhance The DSS was facing all the
flexibility and cater for change.23 The problems besetting major occupiers:
groundbreaking REP deal in the UK was surplus property, costing too much;
struck between one of the UKs largest property market risk from upward only
bank, Abbey National, and Mapeley rent reviews; lack of flexibility, par-
Columbus, which will be analysed in the ticularly to downsize; costly, poor quality
Case Study 2. facilities management; and hundreds of
However Barris24 identifies the problem separate service provision contracts. And
of non-generic properties, which is worth the pressure to change were great because
to consider. These assets referred to as the existing property portfolio was rapidly
non-generic assets because their un- becoming unsuitable, and to implement
suitability for the general market are all the necessary changes using the
the toughest part of any portfolio existing management structure would
outsourced: tough to value, tough to have meant increasing resources in a part
structure leases and tough to finance. of the operation which was not part of the
Here the risk of congestion is core business. Therefore the decision
considerably higher, particularly in the was made to shift the property, together
countries with highly centralised property with its management and the burden risk,
markets. People have reacted to this outside the department.

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Corporate real estate outsourcing contracts

The departments chosen partner is The surplus space was transferred to


Trillium, one of several bidders for the Trillium for disposal. Each year a further
contract. The created contract structures 2 per cent of the initial estate can be
components are: vacated without penalty. Any such space
not vacated becomes flexible space that
The department transferred all freeholds the Department can vacate at any time
to Trillium and the leaseholds obliga- in the future.
tions were transferred under commer- Further flexibility is provided by the
cial contracts, or virtual leases. Departments ability to swap up to 10
After twenty year the properties can per cent of core buildings with flexible
revert to the department on payment of buildings.
open market value (either freehold or Additionally the Department can exit
rental value). from 10 per cent of the core property
Trillium has undertaken to provide the portfolio on payment of a predeter-
square metres of space the Department mined exit cost that was fixed at the
needs in the Departments chosen loca- beginning of the contract.
tions. The Department does not have the
The Department makes a monthly pay- ability to dispose of any surplus space in
ment, called a unitary charge, to Tril- the open market via assignment or sub-
lium for the services received. The letting. These rights are exchanged for
unitary charge is made up of property the flexibility provided within the con-
cost, debt service, facilities management tract.
and profit. There is a price per square A methodology and formula exist for
metre for every building and the cost Trillium to price for expansion the
are indexed upwards over time, except Department has to go to Trillium first
for the debt service. for new space but there is no ex-
Trillium agreed to pay the Depart- clusively; the Department is allowed to
ment 300 million corresponding to use other parties, thereby creating com-
the book value of the estate, with 250 petition.
million paid up front and the remaining If Trillium does fail the contract the
50 million repaid via lower unitary properties will in the main revert to the
charge costs over the period of the Department. The freeholds over which
contract, secured by a first charge on the Department has a first charge would
certain properties. come back to the Department and the
Trillium actively manages the properties existing leases would stand.
and the facilities for the Department
under a 20-year contract (unless ter- Michael Evans analysed the financial ef-
minated earlier if performance consis- fects, exposing the following conclusions:
tently fails). The departments total occupancy cost
The DSS transferred property risk to for all services covered by the PRIME
Trillium, including lifecycle capital ex- contract were estimated at approximately
penditure, maintenance, property and 2.56bn over the life of the contract
facilities management risk; and the risk versus the cost of the agreed deal with
of requiring occupational flexibility. Trillium of just over 2bn, a saving in the
Trillium is able to do what it wants with region of 2223 per cent. And the
the estate, providing it meets the ac- equivalent year one occupancy cost un-
commodation needs of DSS. der the PRIME contract is estimated at

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272m, including an estimate for rates, marked a sea of change in attitudes to


which is 12.5 per cent of the Depart- corporate property. For the first time, a
ments running cost. This represents a blue chip plc had the courage and vi-
14 per cent saving in occupancy costs, sion to take a radical approach to the
including rates, which is approximately way in which it integrates its property
43m. holdings with its business planning. Pre-
A concern that arose with the up-front viously, PFI-inspired contracts had seen
250 million paid in the contract was if the large chunks of public sector property
assets were sold off too cheaply. Because service provider, but this was the first deal
the estate was valued at between 316m of its kind to be concluded by a major
and 361m by the Departments advisers private sector corporate.
and the agreed payment was the book Abbey Nationals Group Property &
value of 300m, of which 50m will be Survey (GP&S) team in 1998 changed
repaid via lower unitary charge cost over its philosophy from one of managing
the 20-year contract. overhead to one of unlocking value.
The whole bidding exercise was time- Over the past five years, the team that
consuming and costly, not just for the now forms Covista was the driving force
Department but for all the bidders con- within GP&S. It was this team that en-
cerned. The Departments advisers fees sured Abbey National was undertaking a
over the 18-month procurement period series of four scoped stages with innova-
came to 9.4m, the bidders cost being of tive approach partners. In the stage one,
the same magnitude. in 1998, the process was started by the
Trillium is also providing the facilities re-structuring of the supply chain:
management service, in the day-to-day
basis. The existing performance measure- The estates management function was
ment system relies more on quantitative outsourced and a IT interface put in
than on qualitative measures and both place for internal clients to access data
parties feel it can be improved upon. directly.
As a result an alternative system which The project management role was
is based more on core standards and outsourced and a management team
customer satisfaction is currently being retained to provide an improved in-
developed. ternal interface.
An FM contract was let with a plan to
develop the scope and the relationship.
CASE STUDY 2: ABBEY NATIONAL A number of additional services were
FOUR STAGES OF OUTSOURCING individually outsourced.
DEALS
Provided by Covista (responsible of Abbey This combination of activities in the stage
Nationals property management) and by Larry one resulted in a range of the following
Hannam (2003) personal communication. benefits for Abbey National:
As we mentioned previously, in UK,
the groundbreaking REP deal was struck Reduced occupancy cost
between one of the UKs largest bank, Lower vacancy rate (1.7 per cent)
Abbey National, and Mapeley Columbus: Headcount reduction over 500
a specialist service-focused real estate and
facilities provider. The stage two started in January 2000 and
In Tim Assons26 opinion, the deal was completed in October 2002. Abbey

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Corporate real estate outsourcing contracts

National signed an innovative deal to In Covistas opinion, this deal delivered


outsource the ownership and management an unprecedented range of benefits:
of its 1,300 properties (6.5M sq.ft.) to
Mapeley Columbus (funded by G. Soros). Guaranteed operational flexibility so
The outline deal is as follows: changes required over the next 20 years
can be accommodated.
Abbey National sold all properties Immediate release of capital
(freeholds and leaseholds) to Mapeley Transferred risk by converting variable,
for 457m (an immediate release of uncertain property costs into fixed and
capital). forecast able payments.
Abbey National took a leaseback for 20 Reduced all-in cost of accommodation
years. At expiry Abbey National has a and shared value gains resulting from
buy back option at market price. surplus property.
Abbey National has categorised each
property with a hold date (there are In the third stage Abbey National flexed
from one year to 20 years). At the end the retail chained. 750-strong branch
of the hold period Abbey National can network was where traditional lease
exit. structures had restricted change the most.
During the twenty year agreement Ab- Armed with the newfound flexibility,
bey National has the ability to exit GP&S supported the development and
properties or to extend the lease at not rollout of an industry leading franchising
extra cost at any time. This flexibility is scheme to revitalise the network (a
paid by an increase in the rent of each first in European banking). Under the
property calculated by an agreed for- Entrepreneur scheme, franchise com-
mula based on property type, location, panies are set-up and branch managers can
etc. make decisions on location, use ofspace
Rents are indexed at 3 per cent per and product offerings based on their
annum. knowledge of local demand. Instead of
Mapeley provide all landlord services. the traditional one size fits all (or not at
Abbey National has one rent and rate all) refurbishment programme, a menu of
demanded quarterly. options was developed, all of which
There is agreement to facilitate swap- achieved the fundamental branding and
ping properties (new for old). service objectives, but each of which
Abbey National is able to resort to catered for a different budget and local
traditional under lettings if the expectations. This new flexibility has
flexibility price is too high or if the achieved the following results:
percentage of the cash flow (rent)
guaranteed by Abbey National to Rises in sales productivity of up to 25
Mapeley is threatened. per cent
There are a range of performance Up to 30m p.a. in additional revenue
measures and escalation procedure to and lower costs
ensure the fulfilling of the contract. Helping to sustain the Retail Bank-s
cost: income ratio at 37 per cent
However GP&S firmly excluded facilities
management service delivery from the After having outsourced both the facilities
deal in order to ensure focus and keep management and the Abbey National
future options open. property portfolio, GP&S decided to

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complete Abbey Nationals outsourcing though many outsource deals and sale-
by converting itself into a corporate asset and-leasebacks are taking place, they are
(stage four). In April 2001 the team set in small scale. The fact is that the cor-
about constructing a joint venture to porates are not outsourcing their entire
unlock the value of their complementary property portfolio. And this is because a
skill sets. Nine months later, a 400m series of facts have to convert at the
company was created, a joint-venture same time. Firstly there has to be a real
agreement with a Supply Contract that reason behind. In the first case study the
details areas of responsibility. Appropriate government has a policy focus on stability,
management structures and a relationship on the minimum risk and has a big
management matrix support this partner- problem of surplus space, which they
ship. The other partner is Stiell, a could not dispose. While the outsourcing
forward-thinking facilities management of their property portfolio brought other
company. This new company is Covista, benefits like the reduction of the oc-
which is now responsible for the manage- cupancy cost, they main aims were to
ment of Abbey Nationals property and transfer the risk and gain the necessary
facilities services under a ten-year con- flexibility to dispose properties automati-
tract. cally. In the second case study, the main
Asson,27 responsible for completing the driver was the raise of capital to focus
Abbey National structured outsource deal on the core business, as the manage-
in 2001, states the deal generated around ment teams slogan reveals: unlocking
500m of revenue for the bank and value. Indeed this is the main driver
guaranteed it a degree of leasehold flexi- of all the sale-and-leaseback transactions.
bility, such that any change of lease com- As explained, the REPs can be un-
mitments required by the bank during the derstood as an evolution of the sale-
next 20 years can be met. and-leaseback, and therefore, once it is
decided to outsource the ownerships of
the properties, the second step is to out-
EVIDENCES ANALYSIS: source the management and negotiate a
OUTSOURCING AND FLEXIBILITY flexible lease structure for the benefit of
Evans28 in his report about the Case the companys business. And this is just
Study 1 included a chapter with the title the second stage of Abbey National case.
Changing world. And as we have seen However the second necessary require-
this was the belief three years ago, as DSS ment is the people responsible of the
had shown the way to increase benefits management of the CRE portfolio. They
and gain flexibility. In the other hand have to be innovative and brave and
the example of Abbey National, the first believe that a total outsourcing is the
private sector corporate outsourcing its solution; otherwise it will not happen as
entire property portfolio, encouraged to it is a very consuming and long process
support this belief. In Assons29 words, and requires a lot of effort. In the case
Abbey National is a massive step forward study 1 the two persons, heads of the
for corporate occupiers who can now management team of DSS who organised
really believe that there is a marketplace and made the outsourcing deal, were
that will give them what they want. after the contract hired by Trillium due
However, although some few major to their strong management skills. In
deals have occurred, the reality is far the case study 2 it is even clearer: Ab-
away from these prognostics. And al- bey Nationals Group Property & Survey

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team, which managed the CRE portfolio time without cost during the contract
and was responsible of the outsourcing length. And any of these properties with
deals, constructed a joint venture with a this perfect flexibility has the possibility of
facilities management provider, creating a turning to traditional leases. This type
400m company with a 10-year contract is what we call specific flexibility be-
for the management of Abbey Nationals cause the flexibility is in each property of
property and facilities services. the portfolio. However this maximum
But the REPs or outsourcing structures flexibility has to have some limitations
main goal is that it provides a flexi- otherwise it will extremely expensive.
bility that the sale-and-leaseback cannot Therefore Abbey National guarantees a
provide. And this is due to the partnership general percentage of the rents during the
structure that takes all the leaseholds of contracts and this constrain is what makes
the portfolio and negotiates the adequate it a general specific flexibility.
flexibility for the corporate. At the mo- Another possible type of flexibility, al-
ment in UK the REP is the only structure though it has not occurred yet in major
that can provide a general flexibility to a deals, is the option of paying a premium
CRE portfolio. But how is this flexibility? when you exit leasehold, known as the
Currently we can find two main types of break option premium. This is common
flexibility, which will vary for different in single leasehold contracts but when you
cases. These two types best examples are have a portfolio of hundreds of properties,
precisely the two case studies, basically these premiums, which are very high, will
because they were the pioneers. In the occur quite frequently making the deal
first case the flexibility is only provided expensive. Therefore, to sum up, although
for surplus space, which can be exit 2 per any flexibility can be achieved, it will
cent p.a. of the already defined flexible have a price that many times would be
space without cost. And during the 20- unsustainable. And if we apply this to a
year contract you are able to dispose 10 big portfolio of properties, although in
per cent of the core properties but with theory the bigger the portfolio is the
an agreed formula cost. If you want cheaper you can get the flexibility, in
to extend the leases there is also an practice due to the long term of these
agreed formula cost. So this first type can outsourcing deals, it will not be very
be defined as general flexibility, be- probable that all the expensively acquired
cause you agree a single monthly payment flexibility will be use efficiently, because
during the length of the contract and nowadays the probability of occurring
you have the general flexibility of va- changes in the businesses is very high.
cate free any property within a defined So returning to the initial question if it
group. Although it could be called speci- was possible to capture in the outsourcing
fic general flexibility because it is specific contract sufficient flexibility to meet the
in the sense that it is only flexible for changing needs of the business and add
surplus space due to this was the main value, the answer theoretically is yes,
concern of the DSS. because a contract can capture all the
In the case study 2, the concept of flexibility desired and in the future it
flexibility is different. Here they had no would add value as the properties would
initial requirements and therefore they be used efficiently. However the respond
acquired flexibility for each property, in in some cases can be negative for a long
both directions because they can exit or term big property portfolio outsourcing in
extend the lease of any property at any two ways. One because the flexibility

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required is so expensive that you do not maximum benefit of the outsourcing


obtain the necessary flexibility to meet the with the minimum exposure to defaults
changing needs of the business and two or changing needs of the businesses.
because you acquire the flexibility but the And this is the current situation, with
payment burden is so high compared to several local outsourcing deals. However
the future savings, that you do not add some partnerships problems can raise that
value. This is clear in the case study should be solved on mutual trust, profes-
1, where a change in the governments sional integrity and sustained performance.
policy made DSS not to need the surplus Another detected problem is the ex-
flexibility. And therefore now the DSS plained non-generic properties in a CRE
outsource deal is becoming too expensive portfolio, which are difficult to price and
because they are paying for something will have to be managed carefully.
that they are not using and that they will The US theories suggest that although
not use in the near future. But the major the entire portfolio and its management
evidence of this hypothesis can be found are outsourced, the strategic management
in the current situation of the property should remain in-house. This is because
market, where there is a strong scepticism the CRE provision should be align with
to outsource entire portfolios. the business decision and this is more
efficient within the organisation and be-
sides, in any outsourcing contract an in-
CONCLUSIONS AND house management will be necessary to
RECOMMENDATIONS control the contracted service, as in the
This research has intended to respond a case studies. The other management func-
specific dilemma that currently is in the tions can be more efficient done if they
heads of the CRE managers when they are outsourced.
approach the outsourcing process. And However when we introduce into the
although the proposed ideas may not be flexibility debate everything becomes less
in accordance with other authors, they are clear. At the moment we know that the
based on evidences of the current situa- occupiers are prepared to pay more for
tion, existing theories and case studies. flexibility because it is fundamental for
Although some evidences may seem the business dynamic. A survey revealed
discouraging, the truth is that outsourcing that in 5 years the 53 per cent of the
is a very creative solution that can bring corporates will have surplus space and 37
many benefits as demonstrated by the per cent will require more space. In this
theory and the case studies. The outsourc- sense it looks that outsourcing could be
ing goal is to add value to shareholders, a method to gain some capital, restruc-
raising capital and reducing occupation ture the portfolio and arrange some
cost now and in the future with flexible flexible leaseholds for the future. How-
structures. And this is the target, to be ever another survey revealed that after
able to elaborate an outsourcing deal the short lease (5-year lease) the freehold
which would add value, and this would is considered by managers the most
be achieved if an adequate flexibility is flexible structure for the occupiers as it
obtained. does not tie you up as the long term
Current experts recommend outsourc- leases. However freeholds reduce the
ing but partially, with different providers returns to shareholder as the capital is tie
and the assistant of third parties, in up and not used in the core busi-
partnerships. Thus you can get the ness. The key answer is to remem-

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Corporate real estate outsourcing contracts

ber Gibson theory about flexibility: the However it would be interesting to


CRE managers should analyse their CRE continue researching on the flexibility
portfolio and find which type of flexi- needs of the occupiers, analysing the types
bility is needed for each property. This of business and the different flexibility
should lead them to discover that the needs. Besides, it would be very useful to
flexibility needed by the core properties undertake a deep analysis of the changing
can be perfectly provided owning the needs of the businesses because it would
property and therefore it is not necessary bring light to the flexibility needed to
to outsource it and its services. However meet them. But of course, the most
the periphery properties require much interesting point would be to know how
more flexibility and this can be provided the outsourcing markets would develop in
by serviced offices. But if these types of the next years but here we only can
properties are in traditional leaseholds, it wait.
would be very recommendable to out-
source them to arrange more adequate
flexible leaseholds and in this case the REFERENCES
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