Common use of Providing the Services Clause in Contracts

Providing the Services. 13.1 In consideration of the Management Fee the Organisation shall at all times perform the Services to the satisfaction of the Council's Representative in accordance with and in compliance with the Contract Standard which shall require the Organisation to perform the Services with all due skill, care and diligence and in accordance with and otherwise in compliance with:- 13.1.1 the Business Plan and in particular (but without limitation) the key performance requirements of the Services set out therein; 13.1.2 any reasonable instructions issued to the Organisation by the Council Representative pursuant to or in connection with the Agreement; 13.1.3 any conditions upon the approval given by the Secretary of State pursuant to Section 27 of the Housing Xxx 0000, to delegate those functions referred to in Clause 12; 13.1.4 in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Council; 13.1.5 in good and full co-operation with any other company or consultant engaged by the Council to carry out related or relevant works or services on behalf of the Council; 13.1.6 in a manner which has regard to the interests and welfare of tenants and/or residents and the management and maintenance of the Dwellings to a high standard; and 13.1.7 all legislation. 13.2 The Organisation shall inform the Council's Representative promptly of and confirm in writing if the Organisation is unable or fails to provide the Services or any part thereof, or if the Organisation is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Council which prevents or hinders or which may prevent or hinder the Organisation from complying with the Agreement giving details of the circumstances, reasons and likely duration. The provision of information under this Clause shall not in any way release or excuse the Organisation from any of its obligations under the Agreement. 13.3 Should the Organisation require any further instruction or information which is necessary for or in connection with the provision of the Services, the Organisation shall make a written application in adequate detail for the same to the Council's Representative and the Council shall respond within a reasonable period. 13.4 The Organisation shall at all times during the provision of the Services allow the Council's Representative and such persons as may from time to time be nominated by the Council's Representative access to:- 13.4.1 all offices and work places of the Organisation for the purpose of monitoring and inspecting work being performed in order to provide the Services; 13.4.2 all offices and work places of the Organisation for the purpose of inspecting any or all records and documents in the possession, custody or control of the Organisation in connection with the provision of the Services; 13.4.3 any personnel or agents of the Organisation for the purpose of interviewing such persons in connection with the provision of the Services; 13.4.4 for the purposes of complying with Clauses 13.4.1-13.4.3 all technology, resources, equipment, systems and procedures used or proposed to be used in connection with the provision of the Services. 13.5 The Organisation shall maintain its own Standing Orders and Financial Regulations which should reflect best practice and provide a practical source of advice to assist officers in the discharge of their duties. 13.6 The Organisation shall ensure that the Council has at all times access to current versions of the Key Documents. The Organisation shall notify the Council’s Representative or such other officer of the Council as may from time to time be notified to the Organisation for the purposes of this clause 13.6 only of any change to the Key Documents as soon as practicable and in any event no later than 14 days from later of the change taking effect or the documentation being available. 13.7 If the Organisation is unable or fails to provide the Services or any part thereof in accordance with the requirements of Clause 13.1, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby shall (if and to the extent the Council so determines) be reflected in a variation to the then Business Plan. The Council's rights under this Clause 13.7 shall be without prejudice to any other rights or remedies which it may possess. 13.8 The Organisation shall as may be necessary or desirable co-operate, liaise with, and co- ordinate its activities with those of any other companies or any company or subcontractor employed directly or indirectly by the Council and shall provide the Services in harmony with and at no detriment to any other services provided by or on behalf of or to the Council. In particular (but without limitation) the Organisation shall take all practicable steps to ensure that at the expiry or earlier termination of this Agreement any subsequent company or the Council's own employees can immediately provide services to the Council on the same basis and to the same standard as set out herein. 13.9 The Organisation shall provide each year to the Council's Representative a copy of its audited accounts within six months of the relevant accounting reference date. In the event that the Organisation fails to provide accounts in accordance with this Clause 13.9 then, without prejudice to any other rights or remedies available to the Council, the Council's Representative or such persons as may from time to time be nominated by the Council's Representative shall be given access to all and any accounting documents and information in the possession, custody or control of the Organisation. 13.10 The Organisation shall throughout the Term maintain and implement such quality assurance systems and procedures as are appropriate to enable the Organisation to comply with its obligations under this Agreement and the Organisation shall afford the Council full access to such systems and procedures for audit or other purposes. 13.11 The Organisation from its own resources shall join and co-operate with the Council in such tenant consultation and liaison as the Council may reasonably require from time to time. 13.12 In addition to the agreed procedures for office opening and availability of staff set out in the Business Plan, the Organisation will ensure that in the event of any emergency or significant unforeseen difficulty occurring with respect to the delivery of the Services appropriate Organisation personnel will advise the Council's Representative as a matter of urgency and will continue to take responsibility for the situation until it is agreed by the Council's Representative that responsibility may be handed over to another agency or authority. 13.13 The Organisation shall not, whether itself, or by any director to be engaged in the provision of the Services, or by any person employed by it to provide the Services, solicit or accept any gratuity, tip or any other form of money or take any reward or make any unauthorised charge for any part of the Services. 13.14 The Organisation shall not permit its interests to interfere or conflict with its duty (which the Organisation hereby acknowledges) to provide the Services in the utmost good faith. 13.15 The Organisation shall notify the Council's Representative immediately upon becoming aware of a matter which the Organisation reasonably considers may be a conflict of interest for the Organisation in providing the Services. 13.16 Following receipt of such notification, the Council's Representative and the Organisation's Managing Director shall meet as soon as reasonably practicable to discuss the potential conflict of interest and use all reasonable endeavours to agree upon steps to be taken by the Organisation to eliminate the risk of such potential conflict of interest arising 13.17 The parties shall comply with the terms of the Development Delivery Arrangements set out in the Seventh Schedule.

Providing the Services. 13.1 16.1 In consideration of the Management Fee the Organisation shall at all times perform the Services to the satisfaction of the Council's ’s Representative in accordance with and in compliance with the Contract Standard which shall require duty (hereby acknowledged) on the Organisation to perform the Services with all due skill, care and diligence and in accordance with and otherwise in compliance with:-with: 13.1.1 16.1.1 the Business Delivery Plan and in particular (but without limitation) the key performance requirements of the Services set out therein; 13.1.2 16.1.2 any current Key Performance Indicators; 16.1.3 Council Guidelines and in particular (but without limitation) those relating to customer care; 16.1.4 any reasonable instructions issued to the Organisation by the Council Council’s Representative pursuant to or in connection with the Agreement; 13.1.3 any conditions upon the approval given by the Secretary of State pursuant to Section 27 of the Housing Xxx 0000, to delegate those functions referred to in Clause 1216.1.5 all applicable legislation; 13.1.4 16.1.6 in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Council; 13.1.5 16.1.7 in good and full co-operation with any other company company, officer or consultant engaged by the Council to carry out related or relevant works or services on behalf of the Council;; and 13.1.6 16.1.8 in a manner which has regard to the interests and welfare of tenants tenants, leaseholders and/or residents and the management and maintenance of the Dwellings to a high standard; and 13.1.7 all legislation. 13.2 16.2 The Organisation shall inform the Council's ’s Representative promptly of and confirm in writing if the Organisation is unable or fails to provide the Services or any substantial or material part thereof, or if the Organisation is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Council which prevents or hinders or which may prevent or hinder the Organisation from complying with the Agreement giving details of the circumstances, reasons and likely duration. The provision of information under this Clause shall not in any way release or excuse the Organisation from any of its obligations under the Agreement. 13.3 16.3 Should the Organisation require any further instruction or information which is necessary for or in connection with the provision of the Services, the Organisation shall make a written application in adequate detail for the same to the Council's Representative and the Council shall respond within a reasonable period’s Representative. 13.4 16.4 The Organisation shall at all times during the provision of the Services allow the Council's ’s Representative and such persons as may from time to time be nominated by the Council's ’s Representative access to:-to: 13.4.1 16.4.1 all offices and work places of the Organisation for the purpose of monitoring and inspecting work being performed in order to provide the Services; 13.4.2 16.4.2 all offices and work places of the Organisation for the purpose of inspecting any or all records and documents in the possession, custody or control of the Organisation in connection with the provision of the Services; 13.4.3 16.4.3 any personnel or agents of the Organisation for the purpose of interviewing such persons in connection with the provision of the Services; 13.4.4 for the purposes of complying with Clauses 13.4.1-13.4.3 all 16.4.4 technology, resources, equipment, systems systems, and procedures used or proposed to be used in connection with the provision of the Services. 13.5 The 16.5 Nothwithstanding the Organisation’s own standing orders and approved financial codes of practice, the Organisation shall maintain its own at all times when acting on behalf of the Council in providing Services under this Agreement comply with the Council’s Standing Orders and Financial Regulations which should reflect best practice Regulations, associated Codes of Practice and provide a practical source terms of advice to assist officers in reference/delegations as the discharge of their duties. 13.6 The Organisation shall ensure that the Council has at all times access to current versions of the Key Documents. The Organisation shall notify the Council’s Representative or such other officer of the Council as same may from time to time be notified to amended, varied or replaced by agreement between the Organisation for the purposes of this clause 13.6 only of any change to the Key Documents as soon as practicable and in any event no later than 14 days from later of the change taking effect or the documentation being availableparties. 13.7 16.6 If the Organisation is unable or fails to provide the Services or any part thereof in accordance with the requirements of Clause 13.1, 16.1 the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby shall (if and to the extent the Council so determines) be reflected in a variation to the then Business Delivery Plan. The Council's ’s rights under this Clause 13.7 16.6 shall be without prejudice to any other rights or remedies which it may possess. 13.8 16.7 The Organisation shall as may be necessary or desirable co-operate, liaise with, and co- co-ordinate its activities with those of any other companies or any company or subcontractor sub-contractor employed directly or indirectly by the Council and shall provide the Services in harmony with and at no detriment to any other services provided by or on behalf of or to the Council. In particular (but without limitation) the Organisation shall take all practicable steps to ensure that at the expiry or earlier termination of this Agreement any subsequent company or the Council's ’s own employees can immediately provide services to the Council on the same basis and to the same standard as set out herein. 13.9 16.8 The Organisation shall provide each year to the Council's Representative a copy of its audited accounts within six months of the relevant accounting reference date. In the event that the Organisation fails to provide accounts in accordance with this Clause 13.9 then, without prejudice to any other rights or remedies available to the Council, the Council's Representative or such persons as may from time to time be nominated by the Council's Representative shall be given access to all and any accounting documents and information in the possession, custody or control of the Organisation. 13.10 The Organisation shall throughout the Term maintain and implement such quality assurance management systems and procedures as are appropriate to enable the Organisation to comply with its obligations under this Agreement and deliver the Services to the agreed standards. The Organisation shall afford the Council full access to such systems personnel, records and procedures for audit or other purposes.. In the event that the Organisation fails to comply with this Clause the Council shall be entitled to: 13.11 16.8.1 establish its own quality management systems and procedures; and 16.8.2 require the Organisation to use the same, 16.9 The Organisation from its own resources shall join and co-operate with the Council in such tenant consultation and liaison as the Council may reasonably require from time to time. 13.12 16.10 In addition to the agreed procedures for normal Organisation’s office opening hours and availability of staff set out in notified by the Business PlanOrganisation to the Council, the Organisation will ensure that in the event of any emergency or significant unforeseen difficulty occurring with respect to the delivery of the Services appropriate Organisation personnel will advise the Council's Representative as a matter of urgency and will continue to take responsibility (in line with the Organisation’s business continuity plan from time to time) for the situation until it is agreed by the Council's Representative that responsibility may be handed over to another agency or authority. 13.13 16.11 The Organisation shall not, whether itself, or by any director to be engaged in the provision of the Services, or by any person employed by it to provide the Services, solicit or accept any gratuity, tip or any other form of money or take any reward or make any unauthorised charge for any part of the Services. 13.14 16.12 The Organisation shall not permit its interests to interfere or conflict with its duty (which the Organisation hereby acknowledges) to provide the Services in the utmost good faith. 13.15 16.13 The Organisation shall notify follow as detailed within the Annual Delivery Plan the Council protocol in relation to enquiries from Council Members about Tenants’ and leaseholders’ issues. 16.14 The Organisation shall follow the Council's Representative immediately upon becoming aware ’s approved policy in respect of a matter which the Organisation reasonably considers may be a conflict enabling or assisting any Tenants and leaseholders to acquire, or to acquire and enter into occupation of interest for the Organisation in providing the Serviceshouses. 13.16 Following receipt of such notification, the Council's Representative and the Organisation's Managing Director shall meet as soon as reasonably practicable to discuss the potential conflict of interest and use all reasonable endeavours to agree upon steps to be taken by the Organisation to eliminate the risk of such potential conflict of interest arising 13.17 The parties shall comply with the terms of the Development Delivery Arrangements set out in the Seventh Schedule.

Providing the Services. 13.1 In consideration of the Management Fee the Organisation shall at all times perform the Services to the satisfaction of the Council's Representative in accordance with and in compliance with the Contract Standard which shall require the Organisation to perform the Services with all due skill, care and diligence and in accordance with and otherwise in compliance with:- 13.1.1 the Business Plan and in particular (but without limitation) the key performance requirements of the Services set out therein; 13.1.2 any reasonable instructions issued to the Organisation by the Council Representative pursuant to or in connection with the Agreement; 13.1.3 any conditions upon the approval given by the Secretary of State pursuant to Section 27 of the Housing Xxx 0000Act 1985, to delegate those functions referred to in Clause 12; 13.1.4 in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Council; 13.1.5 in good and full co-operation with any other company or consultant engaged by the Council to carry out related or relevant works or services on behalf of the Council; 13.1.6 in a manner which has regard to the interests and welfare of tenants and/or residents and the management and maintenance of the Dwellings to a high standard; and 13.1.7 all legislation. 13.2 The Organisation shall inform the Council's Representative promptly of and confirm in writing if the Organisation is unable or fails to provide the Services or any part thereof, or if the Organisation is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Council which prevents or hinders or which may prevent or hinder the Organisation from complying with the Agreement giving details of the circumstances, reasons and likely duration. The provision of information under this Clause shall not in any way release or excuse the Organisation from any of its obligations under the Agreement. 13.3 Should the Organisation require any further instruction or information which is necessary for or in connection with the provision of the Services, the Organisation shall make a written application in adequate detail for the same to the Council's Representative and the Council shall respond within a reasonable period. 13.4 The Organisation shall at all times during the provision of the Services allow the Council's Representative and such persons as may from time to time be nominated by the Council's Representative access to:- 13.4.1 all offices and work places of the Organisation for the purpose of monitoring and inspecting work being performed in order to provide the Services; 13.4.2 all offices and work places of the Organisation for the purpose of inspecting any or all records and documents in the possession, custody or control of the Organisation in connection with the provision of the Services; 13.4.3 any personnel or agents of the Organisation for the purpose of interviewing such persons in connection with the provision of the Services; 13.4.4 for the purposes of complying with Clauses 13.4.1-13.4.3 all technology, resources, equipment, systems and procedures used or proposed to be used in connection with the provision of the Services. 13.5 The Organisation shall maintain its own Standing Orders and Financial Regulations which should reflect best practice and provide a practical source of advice to assist officers in the discharge of their duties. 13.6 The Organisation shall ensure that the Council has at all times access to current versions of the Key Documents. The Organisation shall notify the Council’s Representative or such other officer of the Council as may from time to time be notified to the Organisation for the purposes of this clause 13.6 only of any change to the Key Documents as soon as practicable and in any event no later than 14 days from later of the change taking effect or the documentation being available. 13.7 If the Organisation is unable or fails to provide the Services or any part thereof in accordance with the requirements of Clause 13.1, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby shall (if and to the extent the Council so determines) be reflected in a variation to the then Business Plan. The Council's rights under this Clause 13.7 shall be without prejudice to any other rights or remedies which it may possess. 13.8 The Organisation shall as may be necessary or desirable co-operate, liaise with, and co- ordinate its activities with those of any other companies or any company or subcontractor employed directly or indirectly by the Council and shall provide the Services in harmony with and at no detriment to any other services provided by or on behalf of or to the Council. In particular (but without limitation) the Organisation shall take all practicable steps to ensure that at the expiry or earlier termination of this Agreement any subsequent company or the Council's own employees can immediately provide services to the Council on the same basis and to the same standard as set out herein. 13.9 The Organisation shall provide each year to the Council's Representative a copy of its audited accounts within six months of the relevant accounting reference date. In the event that the Organisation fails to provide accounts in accordance with this Clause 13.9 then, without prejudice to any other rights or remedies available to the Council, the Council's Representative or such persons as may from time to time be nominated by the Council's Representative shall be given access to all and any accounting documents and information in the possession, custody or control of the Organisation. 13.10 The Organisation shall throughout the Term maintain and implement such quality assurance systems and procedures as are appropriate to enable the Organisation to comply with its obligations under this Agreement and the Organisation shall afford the Council full access to such systems and procedures for audit or other purposes. 13.11 The Organisation from its own resources shall join and co-operate with the Council in such tenant consultation and liaison as the Council may reasonably require from time to time. 13.12 In addition to the agreed procedures for office opening and availability of staff set out in the Business Plan, the Organisation will ensure that in the event of any emergency or significant unforeseen difficulty occurring with respect to the delivery of the Services appropriate Organisation personnel will advise the Council's Representative as a matter of urgency and will continue to take responsibility for the situation until it is agreed by the Council's Representative that responsibility may be handed over to another agency or authority. 13.13 The Organisation shall not, whether itself, or by any director to be engaged in the provision of the Services, or by any person employed by it to provide the Services, solicit or accept any gratuity, tip or any other form of money or take any reward or make any unauthorised charge for any part of the Services. 13.14 The Organisation shall not permit its interests to interfere or conflict with its duty (which the Organisation hereby acknowledges) to provide the Services in the utmost good faith. 13.15 The Organisation shall notify the Council's Representative immediately upon becoming aware of a matter which the Organisation reasonably considers may be a conflict of interest for the Organisation in providing the Services. 13.16 Following receipt of such notification, the Council's Representative and the Organisation's Managing Director shall meet as soon as reasonably practicable to discuss the potential conflict of interest and use all reasonable endeavours to agree upon steps to be taken by the Organisation to eliminate the risk of such potential conflict of interest arising 13.17 The parties shall comply with the terms of the Development Delivery Arrangements set out in the Seventh Schedule.

Providing the Services. 13.1 In consideration of the Management Fee the 10.1 The Organisation shall at all times will perform the Services to the reasonable satisfaction of the Council's Representative in accordance with and in compliance with the Contract Standard which shall require the . 10.2 The Organisation to perform the Services will act with all due reasonable skill, care and diligence and in accordance with and otherwise in compliance with:- 13.1.1 10.2.1 the Business Plan and in particular (but without limitation) the key performance requirements of the Services set out thereinDelivery Plan; 13.1.2 10.2.2 any relevant Council Guidelines; 10.2.3 any reasonable instructions issued to the Organisation by the Council Representative pursuant to or in connection with the Agreement; 13.1.3 any conditions upon the approval given by the Secretary of State pursuant to Section 27 of the Housing Xxx 0000, to delegate those functions referred to in Clause 12; 13.1.4 in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Council; 13.1.5 in good and full co-operation with any other company or consultant engaged by the Council to carry out related or relevant works or services on behalf of the Council; 13.1.6 in a manner which has regard to the interests and welfare of tenants and/or residents and the management and maintenance of the Dwellings to a high standardRepresentative; and 13.1.7 all 10.2.4 any relevant legislation. 13.2 10.3 The Organisation shall inform will ensure any work it carries out in addition to the Council's delivery of the Services will not conflict or interfere with such delivery. 10.4 The Organisation will notify the Council Representative promptly of and confirm in writing if the Organisation is it is:- 10.4.1 unable or fails to provide any of the Services or any part thereof, or if the Organisation is Services; or 10.4.2 aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Council which prevents or hinders or which that may prevent or hinder the Organisation it from complying with this Agreement or the Agreement giving Delivery Plan. 10.5 The notice is to give details of the circumstances, reasons for and likely durationduration of the problem. The provision of this information under this Clause shall will not in any way release or excuse the Organisation from any of its obligations under the this Agreement. 13.3 Should 10.6 If the Organisation require is unable to provide any Services in accordance with this Agreement the Council may direct the Organisation to produce a remedial plan. 10.7 The Organisation will produce and deliver the remedial plan to the Council within twenty working days of a request to do so. 10.8 The remedial plan is to contain:- 10.8.1 an analysis of the events leading up to the failure to deliver the relevant Service; 10.8.2 steps to deal with the issue promptly and effectively; and 10.8.3 steps to ensure there is no recurrence. 10.9 If the parties cannot agree the remedial plan either may refer the matter to the Dispute Avoidance and Resolution Procedure. 10.10 If the Organisation requires any further instruction or information which is necessary for or in connection with relating to the provision of the Services, the Organisation shall make a written application in adequate detail for the same it may write to the Council's Council‟s Representative and for clarification. The Council will ensure such clarification is provided promptly. 10.11 The Organisation will take all reasonable steps to ensure that on termination of this Agreement either the Council shall respond within a reasonable period. 13.4 The Organisation shall at all times during the or another company can take over provision of the Services allow the Council's Representative in a timely and such persons as may from time to time be nominated by the Council's Representative access to:-effective manner. 13.4.1 all offices and work places of the 10.12 The Organisation for the purpose of monitoring and inspecting work being performed in order to provide the Services; 13.4.2 all offices and work places of the Organisation for the purpose of inspecting any or all records and documents in the possession, custody or control of the Organisation in connection with the provision of the Services; 13.4.3 any personnel or agents of the Organisation for the purpose of interviewing such persons in connection with the provision of the Services; 13.4.4 for the purposes of complying with Clauses 13.4.1-13.4.3 all technology, resources, equipment, will maintain appropriate quality management systems and procedures used or proposed to be used in connection with ensure the provision of Services are provided to the Servicesstandard required by this Agreement. 13.5 10.13 The Organisation shall maintain its own Standing Orders and Financial Regulations which should reflect best practice and provide a practical source of advice to assist officers in the discharge of their duties. 13.6 The Organisation shall ensure that will, on reasonable written notice, give the Council has at all times reasonable access to current versions of the Key Documents. The Organisation shall notify the Council’s Representative or such other officer of the Council as may from time to time be notified to the Organisation for the purposes of this clause 13.6 only of any change to the Key Documents as soon as practicable and in any event no later than 14 days from later of the change taking effect or the documentation being available. 13.7 If the Organisation is unable or fails to provide the Services or any part thereof in accordance with the requirements of Clause 13.1, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby shall (if and to the extent the Council so determines) be reflected in a variation to the then Business Plan. The Council's rights under this Clause 13.7 shall be without prejudice to any other rights or remedies which it may possess. 13.8 The Organisation shall as may be necessary or desirable co-operate, liaise with, and co- ordinate its activities with those of any other companies or any company or subcontractor employed directly or indirectly by the Council and shall provide the Services in harmony with and at no detriment to any other services provided by or on behalf of or to the Council. In particular (but without limitation) the Organisation shall take all practicable steps to ensure that at the expiry or earlier termination of this Agreement any subsequent company or the Council's own employees can immediately provide services to the Council on the same basis and to the same standard as set out herein. 13.9 The Organisation shall provide each year to the Council's Representative a copy of its audited accounts within six months of the relevant accounting reference date. In the event that the Organisation fails to provide accounts in accordance with this Clause 13.9 then, without prejudice to any other rights or remedies available to the Council, the Council's Representative or such persons as may from time to time be nominated by the Council's Representative shall be given access to all and any accounting documents and information in the possession, custody or control of the Organisation. 13.10 The Organisation shall throughout the Term maintain and implement such quality assurance systems and procedures as are appropriate to enable the Organisation to comply with its obligations under this Agreement and the Organisation shall afford the Council full access to such systems and procedures for audit or other purposes. 13.11 10.14 The Organisation from its own resources shall join and co-operate with the Council in such tenant consultation and liaison as the Council may reasonably require from time to time.will not:- 13.12 In addition to the agreed procedures for office opening and availability of staff set out in the Business Plan, the Organisation will ensure that in the event of any emergency or significant unforeseen difficulty occurring with respect to the delivery of the Services appropriate Organisation personnel will advise the Council's Representative as a matter of urgency and will continue to take responsibility for the situation until it is agreed by the Council's Representative that responsibility may be handed over to another agency or authority. 13.13 The Organisation shall not, whether itself, or by any director to be engaged in the provision of the Services, or by any person employed by it to provide the Services, 10.14.1 solicit or accept any gratuity, tip or any other form of money or money; or 10.14.2 take any reward or reward; or 10.14.3 make any unauthorised charge for any part of the Services. 13.14 10.15 The parties will consult with a view to agreeing a protocol for dealing with enquiries from Councillors about tenants‟ issues. 10.16 The Organisation will follow the Council‟s approved policy for assisting tenants to acquire or enter into occupation of houses. A. 1 The Organisation shall not permit its interests enter into a contract with a third party which will either outlast the Term of this Agreement or require the Council to interfere receive the contract either via assignment or conflict with its duty (which novation or provide guarantees without the Organisation hereby acknowledges) to provide the Services in the utmost good faith. 13.15 The Organisation shall notify prior written consent of the Council's Representative immediately upon becoming aware of a matter which the Organisation reasonably considers may be a conflict of interest for the Organisation in providing the Services. 13.16 Following receipt of such notification, the Council's Representative and the Organisation's Managing Director shall meet as soon as reasonably practicable to discuss the potential conflict of interest and use all reasonable endeavours to agree upon steps to be taken by the Organisation to eliminate the risk of such potential conflict of interest arising 13.17 The parties shall comply with the terms of the Development Delivery Arrangements set out in the Seventh Schedule.

Providing the Services. 13.1 In consideration of the Management Fee the Organisation shall at all times perform the Services to the satisfaction of the Council's Representative in accordance with and in compliance with the Contract Standard which shall require the Organisation to perform the Services with all due skill, care and diligence and in accordance with and otherwise in compliance with:- 13.1.1 the Business Plan and in particular (but without limitation) the key performance requirements of the Services set out therein; 13.1.2 any reasonable instructions issued to the Organisation by the Council Representative pursuant to or in connection with the Agreement; 13.1.3 any conditions upon the approval given by the Secretary of State pursuant to Section 27 of the Housing Xxx 0000, to delegate those functions referred to in Clause 12; 13.1.4 in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Council; 13.1.5 in good and full co-operation with any other company or consultant engaged by the Council to carry out related or relevant works or services on behalf of the Council; 13.1.6 in a manner which has regard to the interests and welfare of tenants and/or residents and the management and maintenance of the Dwellings to a high standard; and 13.1.7 all legislation. 13.2 The Organisation shall inform the Council's Representative promptly of and confirm in writing if the Organisation is unable or fails to provide the Services or any part thereof, or if the Organisation is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Council which prevents or hinders or which may prevent or hinder the Organisation from complying with the Agreement giving details of the circumstances, reasons and likely duration. The provision of information under this Clause shall not in any way release or excuse the Organisation from any of its obligations under the Agreement. 13.3 Should the Organisation require any further instruction or information which is necessary for or in connection with the provision of the Services, the Organisation shall make a written application in adequate detail for the same to the Council's Representative and the Council shall respond within a reasonable period. 13.4 The Organisation shall at all times during the provision of the Services allow the Council's Representative and such persons as may from time to time be nominated by the Council's Representative access to:- 13.4.1 all offices and work places of the Organisation for the purpose of monitoring and inspecting work being performed in order to provide the Services; 13.4.2 all offices and work places of the Organisation for the purpose of inspecting any or all records and documents in the possession, custody or control of the Organisation in connection with the provision of the Services; 13.4.3 any personnel or agents of the Organisation for the purpose of interviewing such persons in connection with the provision of the Services; 13.4.4 for the purposes of complying with Clauses 13.4.1-13.4.3 all technology, resources, equipment, systems and procedures used or proposed to be used in connection with the provision of the Services. 13.5 The Organisation shall maintain its own Standing Orders and Financial Regulations which should reflect best practice and provide a practical source of advice to assist officers in the discharge of their duties. 13.6 The Organisation shall ensure that the Council has at all times access to current versions of the Key Documents. The Organisation shall notify the Council’s Representative or such other officer of the Council as may from time to time be notified to the Organisation for the purposes of this clause 13.6 only of any change to the Key Documents as soon as practicable and in any event no later than 14 days from later of the change taking effect or the documentation being available. 13.7 If the Organisation is unable or fails to provide the Services or any part thereof in accordance with the requirements of Clause 13.1, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby shall (if and to the extent the Council so determines) be reflected in a variation to the then Business Plan. The Council's rights under this Clause 13.7 shall be without prejudice to any other rights or remedies which it may possess. 13.8 The Organisation shall as may be necessary or desirable co-operate, liaise with, and co- co-ordinate its activities with those of any other companies or any company or subcontractor employed directly or indirectly by the Council and shall provide the Services in harmony with and at no detriment to any other services provided by or on behalf of or to the Council. In particular (but without limitation) the Organisation shall take all practicable steps to ensure that at the expiry or earlier termination of this Agreement any subsequent company or the Council's own employees can immediately provide services to the Council on the same basis and to the same standard as set out herein. 13.9 The Organisation shall provide each year to the Council's Representative a copy of its audited accounts within six months of the relevant accounting reference date. In the event that the Organisation fails to provide accounts in accordance with this Clause 13.9 then, without prejudice to any other rights or remedies available to the Council, the Council's Representative or such persons as may from time to time be nominated by the Council's Representative shall be given access to all and any accounting documents and information in the possession, custody or control of the Organisation. 13.10 The Organisation shall throughout the Term maintain and implement such quality assurance systems and procedures as are appropriate to enable the Organisation to comply with its obligations under this Agreement and the Organisation shall afford the Council full access to such systems and procedures for audit or other purposes. 13.11 The Organisation from its own resources shall join and co-operate with the Council in such tenant consultation and liaison as the Council may reasonably require from time to time. 13.12 In addition to the agreed procedures for office opening and availability of staff set out in the Business Plan, the Organisation will ensure that in the event of any emergency or significant unforeseen difficulty occurring with respect to the delivery of the Services appropriate Organisation personnel will advise the Council's Representative as a matter of urgency and will continue to take responsibility for the situation until it is agreed by the Council's Representative that responsibility may be handed over to another agency or authority. 13.13 The Organisation shall not, whether itself, or by any director to be engaged in the provision of the Services, or by any person employed by it to provide the Services, solicit or accept any gratuity, tip or any other form of money or take any reward or make any unauthorised charge for any part of the Services. 13.14 The Organisation shall not permit its interests to interfere or conflict with its duty (which the Organisation hereby acknowledges) to provide the Services in the utmost good faith. 13.15 The Organisation shall notify the Council's Representative immediately upon becoming aware of a matter which the Organisation reasonably considers may be a conflict of interest for the Organisation in providing the Services. 13.16 Following receipt of such notification, the Council's Representative and the Organisation's Managing Director shall meet as soon as reasonably practicable to discuss the potential conflict of interest and use all reasonable endeavours to agree upon steps to be taken by the Organisation to eliminate the risk of such potential conflict of interest arising 13.17 The parties shall comply with the terms of the Development Delivery Arrangements set out in the Seventh Schedule.

Providing the Services. 13.1 16.1 In consideration of the Management Fee the Organisation shall at all times perform the Services to the satisfaction of the Council's ’s Representative in accordance with and in compliance with the Contract Standard duty (which shall require the Organisation is hereby acknowledged) to perform the Services with all due skill, care and diligence and in accordance with and otherwise in compliance with:-with: 13.1.1 16.1.1 the Business Delivery Plan and in particular (but without limitation) the key performance requirements of the Services set out therein; 13.1.2 16.1.2 any current Best Value Performance Indicators issued by the Government or regulatory body which are relevant to the performance of the Services or any part thereof 16.1.3 any reasonable instructions issued to the Organisation by the Council Representative pursuant to or in connection with the Agreement; 13.1.3 any conditions upon the approval given by the Secretary of State pursuant to Section 27 of the Housing Xxx 0000, to delegate those functions referred to in Clause 1216.1.4 all legislation; 13.1.4 16.1.5 in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Council; 13.1.5 16.1.6 in good and full co-operation with any other company or consultant engaged by the Council to carry out related or relevant works or services on behalf of the Council;; and 13.1.6 16.1.7 in a manner which has regard to the interests and welfare of tenants and/or residents and the management and maintenance of the Dwellings to a high standard; and 13.1.7 all legislation. 13.2 16.2 The Organisation shall inform the Council's ’s Representative promptly of and confirm in writing (which shall include e-mail) if the Organisation is unable or fails to provide the Services or any part thereof, ; or if the Organisation is aware of anything of whatsoever nature and whether or not the result of any act or omission on the part of the Council which prevents or hinders or which may prevent or hinder the Organisation from complying with the Agreement giving details of the circumstances, reasons and likely duration. The provision of information under this Clause shall not in any way release or excuse the Organisation from any of its obligations under the Agreement. 13.3 16.3 Should the Organisation require any further instruction or information which is necessary for or in connection with the provision of the Services, the Organisation shall make a written application in adequate detail for the same to the Council's Representative and the Council shall respond within a reasonable period’s Representative. 13.4 16.4 The Organisation shall at all times during the provision of the Services allow the Council's ’s Representative and such persons as may from time to time be nominated by the Council's ’s Representative access to:-to: 13.4.1 16.4.1 all offices and work places of the Organisation for the purpose of monitoring and inspecting work being performed in order to provide the Services; 13.4.2 16.4.2 all offices and work places of the Organisation for the purpose of inspecting any or all records and documents in the possession, custody or control of the Organisation in connection with the provision of the Services; 13.4.3 16.4.3 any personnel or agents of the Organisation for the purpose of interviewing such persons in connection with the provision of the Services; 13.4.4 for the purposes of complying with Clauses 13.4.1-13.4.3 all 16.4.4 technology, resources, equipment, systems systems, and procedures used or proposed to be used in connection with the provision of the Services. 13.5 The 16.5 Notwithstanding the Organisation's own standing orders and financial regulations, the Organisation shall maintain its own at all times when acting on behalf of the Council, comply with the Council’s Standing Orders and Financial Regulations which should reflect best practice and provide a practical source of advice to assist officers in as the discharge of their duties. 13.6 The Organisation shall ensure that the Council has at all times access to current versions of the Key Documents. The Organisation shall notify the Council’s Representative or such other officer of the Council as same may from time to time be amended, varied or replaced and notified to the Organisation for the purposes of this clause 13.6 only of any change to the Key Documents as soon as practicable and in any event no later than 14 days from later of the change taking effect or the documentation being availableOrganisation. 13.7 If 16.6 Subject to Clause 65 below if the Organisation is unable or fails to provide the Services or any part thereof in accordance with the requirements of Clause 13.116.1, the Council may itself provide or may employ and pay other persons to provide the Services or any part thereof and all costs incurred thereby shall (if and to the extent the Council so determines) be reflected in a variation to the then Business Delivery Plan. The Council's ’s rights under this Clause 13.7 16.6 shall be without prejudice to any other rights or remedies which it may possess. 13.8 16.7 The Organisation shall as may be necessary or desirable co-operate, liaise with, and co- co-ordinate its activities with those of any other companies or any company or subcontractor employed directly or indirectly by the Council and shall provide the Services in harmony with and at no detriment to any other services provided by or on behalf of or to the Council. In particular (but without limitation) the Organisation shall take all practicable steps to ensure that at the expiry or earlier termination of this Agreement any subsequent company or the Council's ’s own employees can immediately provide services to the Council on the same basis and to the same standard as set out herein. 13.9 16.8 The Organisation shall provide each year to the Council's ’s Representative a copy of its audited accounts within six months of the relevant accounting reference date. In the event that the Organisation fails to provide accounts in accordance with this Clause 13.9 16.8 then, without prejudice to any other rights or remedies available to the Council, the Council's ’s Representative or such persons as may from time to time be nominated by the Council's ’s Representative shall be given access to all and any accounting documents and information in the possession, custody or control of the Organisation. 13.10 16.9 The Organisation shall throughout the Term maintain and implement such quality assurance management systems and procedures as are appropriate to enable the Organisation to comply with its obligations under this Agreement ensure that the Services are always provided to the Contract Standard and the Organisation shall afford the Council full access to such systems and procedures for audit or other purposes. In the event that the Organisation fails to comply with this Clause the Council shall be entitled to: 16.9.1 establish its own quality management systems and procedures, and 16.9.2 require the Organisation to use the same. 13.11 16.10 The Organisation from its own resources shall join and co-operate with the Council in such tenant consultation and liaison as the Council may reasonably require from time to time. 13.12 16.11 In addition to the agreed procedures for office opening and availability of staff employees set out in the Business Delivery Plan, the Organisation will ensure that in the event of any emergency or significant unforeseen difficulty occurring with respect to the delivery of the Services appropriate Organisation personnel will advise the Council's ’s Representative as a matter of urgency and will continue to take responsibility for the situation until it is agreed by the Council's ’s Representative that responsibility may be handed over to another agency or authority. 13.13 16.12 The Organisation shall not, whether itself, ; or by any director to be engaged in the provision of the Services, or by any person employed by it to provide the Services, solicit or accept any gratuity, tip or any other form of money or take any reward or make any unauthorised charge for any part of the ServicesServices which would be a contravention of the Council's Code of Conduct and hospitality if the same applied to the Organisation. 13.14 16.13 The Organisation shall not permit its interests to interfere or conflict with its duty (which the Organisation hereby acknowledges) to provide the Services in the utmost good faith. 13.15 The Organisation shall notify the Council's Representative immediately upon becoming aware of a matter which the Organisation reasonably considers may be a conflict of interest for the Organisation in providing the Services. 13.16 Following receipt of such notification, the Council's Representative and the Organisation's Managing Director shall meet as soon as reasonably practicable to discuss the potential conflict of interest and use all reasonable endeavours to agree upon steps to be taken by the Organisation to eliminate the risk of such potential conflict of interest arising 13.17 The parties shall comply with the terms of the Development Delivery Arrangements set out in the Seventh Schedule.