Common use of Authority Monitoring Clause in Contracts

Authority Monitoring. The Authority may elect to undertake its own performance monitoring at any stage during the Services Period for any purpose, including in order to ensure that the Services are being provided in accordance with this Agreement. The Contractor will use its reasonable endeavours to assist the Authority in such an exercise. The Authority shall be entitled to notify the Contractor of the outcome of the performance monitoring exercise, and the Contractor shall have due regard to the Authority's comments in relation to the future provision of the Services. Without prejudice to the Authority's rights under clause 41.3 (Termination on Contractor Default) and to any other express rights under this Agreement, where the Contractor has been found to: be fraudulent in the submission of monitoring reports or claims for payment under clause 37 (Payment Provisions); or have submitted at least [two (2)] erroneous monitoring reports, within a [three (3)] month period, the Authority may by notice to the Contractor increase the level of its monitoring of the Contractor, and/or (at the Authority's option), of the Contractor's monitoring of its own performance of its obligations under this Agreement in respect of the relevant Service or Services the subject of such fraudulent or erroneous reporting until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the Authority that it will perform (and is capable of performing) its obligations under this Agreement. For the purposes of clause 26.3, the Authority acknowledges that if the Contractor has otherwise failed to have demonstrated to the reasonable satisfaction of the Authority as required by clause 26.3 but: if the Contractor has removed the person or persons responsible for the fraudulent reporting; or (under clause 26.3.2), if in the following [three (3)] month period following the Authority notice (if it has not already been established) there have been no further erroneous reports of any kind, this shall be regarded as sufficient demonstration that the Contractor will perform and is capable of performing its obligations. If the Authority issues a notice under clause 26.3, the Contractor shall bear its own costs and indemnify and keep the Authority indemnified at all times from and against all reasonable costs and expenses incurred by or on behalf of the Authority in relation to such increased level of monitoring arising due to circumstances under clause 26.3.1. SOFT SERVICES Standard of provision of Soft Services The Authority shall procure that the Soft Services Provider shall perform the Soft Services in accordance with the requirements of Legislation and the Soft Services Interface Protocol. Duty to notify breach Where the Contractor in the course of performing its obligations under clause 23.1 becomes aware of any breach by the Authority of clause 27.1, the Contractor shall as soon as practicable thereafter notify the Authority of the breach and, so far as it is aware of the same, the nature of the circumstances that have caused the breach. Provision of information The Contractor shall ensure that, when providing As-built Drawings, to the extent not already contained therein it shall at the same time provide such additional instructions and guidance in relation to the safe operation and maintenance of a School as would commonly be provided by a building contractor (acting in accordance with Good Industry Practice) to a provider of services the same as or similar to the Soft Services to enable that person to operate and maintain the relevant School safely and without causing damage. CATERING EQUIPMENT Responsibility for provision of catering As between the Authority and the Contractor the provision of catering at the Schools shall be the responsibility of the Authority. Contractor to be responsible for lifecycle of Catering Equipment The Contractor shall be responsible, subject to clause 28.3, for the repair or replacement of the Catering Equipment so that such Catering Equipment meets the requirements of the Facilities Output Specification. Contractor not responsible where failure due to Authority’s failure to comply The Contractor shall not be responsible for carrying out any repair and replacement of Catering Equipment to the extent that such repair and replacement is due to the failure of the Authority to comply (or procure that an Authority Related Party complies) with the Authority’s obligations under this Agreement. Replacement or repair of Catering Equipment under warranty Any repair or replacement of Catering Equipment required during the period of the manufacturer’s or supplier's warranty that is not covered by such warranty due to the Authority’s failure to perform its obligations under this Agreement must be carried out by or on behalf of the Authority but only where the Authority has been made aware of the relevant manufacturer's or supplier's warranty by the Contractor (including through the provision to the Authority of the As‑built Drawings and Related Information). Authority right to carry out urgent maintenance Where the Authority (acting reasonably) considers that: for health and safety reasons; or in order for the Authority to fulfil its duty to provide or procure the provision of the catering service, there is in either case an urgent need to undertake maintenance of the Catering Equipment that would otherwise be the responsibility of the Contractor then the Authority shall, to that extent, be authorised to undertake the relevant element of maintenance itself provided that it shall do so in accordance with Good Industry Practice. The Contractor shall reimburse the Authority’s costs of carrying out such maintenance.

Authority Monitoring. 5.2.1 The Authority may elect to will undertake its own performance monitoring, as set out in Schedule 1 (Specification) and may elect, at its own cost, to undertake further monitoring at any stage during the Services Agreement Period for any purpose, including in order to ensure ensuring that the Services are being provided in accordance with this Agreement. . 5.2.2 The Contractor will Provider must use its reasonable endeavours to assist the Authority in such an exerciseany performance monitoring exercise under Clause 5.2.1. The Authority shall be entitled to may notify the Contractor Provider of the outcome of the performance monitoring exercise, exercise and the Contractor shall Provider must have due regard to the Authority's ’s comments in relation to the future provision of the Services. . 5.2.3 Without prejudice to the Authority's ’s rights under clause 41.3 Clauses 34 (Termination on Contractor DefaultBreach) and 35.1 (Termination) and to any other express rights under this Agreement, where the Contractor Provider has been found to: to be fraudulent in the submission of monitoring reports or claims for payment under clause 37 (Payment Provisions); or have recklessly submitted at least [two (2)] erroneous monitoring reports, within a [three (3)] month periodclaims and/or learner data, or the Authority may reasonably believes such reports to be fraudulent or erroneous the Authority may, by notice to the Contractor Provider, increase the level of its monitoring of the ContractorProvider, and/or or (at the Authority's ’s option), of the ContractorProvider's monitoring of its own performance of its obligations under this Agreement in respect of the relevant Service or Services the subject of such fraudulent fraudulent, erroneous or erroneous misleading reporting until such time as the Contractor shall Provider must have demonstrated to the reasonable satisfaction of the Authority that it will perform (and is capable of performing) its obligations under this Agreement. For the purposes of clause 26.3, in which case, the following provisions will apply: (a) any such notice to the Provider will specify in reasonable detail the additional measures to be taken by the Authority acknowledges that or by the Provider (as the case may be) in monitoring the performance of the Provider; (b) if the Contractor has otherwise failed Provider (acting reasonably) objects to have demonstrated any of the specified measures on the grounds that they are excessive it will notify the Authority in writing within five (5) Working Days of the receipt of the notice of the measures objected to (and of any Changes necessary in order to prevent prejudice to the reasonable satisfaction Provider's performance of its obligations under this Agreement); (c) the measures to be taken by the Authority and the Provider (as the case may be) will be agreed between the Parties or, in the absence of agreement within ten (10) Working Days of the Authority as required by clause 26.3 but: if Authority’s receipt of the Contractor has removed Provider's objection, determined pursuant to the person or persons responsible for Dispute Resolution Procedure; and (d) the fraudulent reporting; or (under clause 26.3.2), if in the following [three (3)] month period following the Authority notice (if it has not already been established) there have been no further erroneous reports of any kind, this shall be regarded as sufficient demonstration that the Contractor Provider will perform and is capable of performing its obligations. If the Authority issues a notice under clause 26.3, the Contractor shall bear its own costs and indemnify and keep the Authority indemnified at all times from and against all reasonable costs and expenses reasonably and properly incurred by or on behalf of the Authority in relation to such increased level of monitoring arising due to circumstances under clause 26.3.1. SOFT SERVICES Standard of provision of Soft Services The Authority shall procure save where there is no evidence that the Soft Services Provider shall perform the Soft Services in accordance with the requirements of Legislation has been found to have been fraudulent or to have submitted erroneous reports and the Soft Services Interface Protocol. Duty to notify breach Where the Contractor in the course of performing its obligations under clause 23.1 becomes aware of any breach by the Authority of clause 27.1, the Contractor shall as soon as practicable thereafter notify the Authority of the breach and, so far as it is aware of the same, the nature of the circumstances that have caused the breach. Provision of information The Contractor shall ensure that, when providing As-built Drawings, to the extent not already contained therein it shall at the same time provide such additional instructions and guidance in relation to the safe operation and maintenance of a School as would commonly be provided by a building contractor (acting in accordance with Good Industry Practice) to a provider of services the same as or similar to the Soft Services to enable that person to operate and maintain the relevant School safely and without causing damage. CATERING EQUIPMENT Responsibility for provision of catering As between the Authority and the Contractor the provision of catering at the Schools shall be the responsibility of the Authority. Contractor to be responsible for lifecycle of Catering Equipment The Contractor shall be responsible, subject to clause 28.3, for the repair or replacement of the Catering Equipment so that such Catering Equipment meets the requirements of the Facilities Output Specification. Contractor not responsible where failure due to Authority’s failure to comply The Contractor shall not be responsible for carrying out any repair and replacement of Catering Equipment to the extent that such repair and replacement is due to the failure of the Authority to comply (or procure that an Authority Related Party complies) with the Authority’s obligations under this Agreement. Replacement or repair of Catering Equipment under warranty Any repair or replacement of Catering Equipment required during the period of the manufacturer’s or supplier's warranty that is not covered by such warranty due to the Authority’s failure to perform its obligations under this Agreement must be carried out by or on behalf of the Authority but only where the Authority Provider has been made aware of the relevant manufacturer's or supplier's warranty by the Contractor (including through the provision to the Authority of the As‑built Drawings and Related Information). Authority right to carry out urgent maintenance Where the Authority (acting reasonably) considers that: for health and safety reasons; or in order for the Authority to fulfil its duty to provide or procure the provision of the catering service, there is in either case an urgent need to undertake maintenance of the Catering Equipment that would otherwise be the responsibility of the Contractor then the Authority shall, to that extent, be authorised to undertake the relevant element of maintenance itself provided that it shall do so in accordance with Good Industry Practice. The Contractor shall reimburse the Authority’s costs of carrying out such maintenanceexonerated.