29.3.1 If there has been no breach, in the circumstances set out above (i.e. those set out in Clause 29(a) (Authority Step-In)) the Authority should notify the Contractor that it plans to step-in and the extent of such step-in. To the extent the Authority steps in, it will be effectively removing any obligations affected by such step-in from the Contractor and performing them itself.
29.3.2 During its step-in, as the Authority needs to act for reasons external to the Contract, the Authority should pay for the Service as if the Service had been fully performed, subject only to any deductions to be made in respect of parts of the Service still provided by the Contractor (e.g. to reflect performance on that part) and unaffected by the Authority's step-in.532 To the extent aspects of the Service are affected by the Authority's step-in, the Authority should make full payment in respect of such aspects the Contractor's obligation to perform such part of the Services should be suspended. Payment should also be conditional upon the Contractor agreeing to provide reasonable assistance to the Authority at this time (provided the Authority reimburses the Contractor for any extra costs it incurs).
29.3.3 The Authority should bear all its own costs incurred by stepping in, in this circumstance.
Required drafting for the circumstances in which Clause 29(a) above applies is as follows:
(d) If the Contractor is not in breach of its obligations under the Contract, then for so long as and to the extent that the Required Action is taken, and this prevents the Contractor from providing any part of the Service:
(i) the Contractor shall be relieved from its obligations to provide such part of the Service; and
(ii) in respect of the period in which the Authority is taking the Required Action and provided that the Contractor provides the Authority with reasonable assistance (such assistance to be at the expense of the Authority to the extent incremental costs are incurred), the Unitary Charge due from the Authority to the Contractor shall equal the amount the Contractor would receive if it were satisfying all its obligations and providing the Service affected by the Required Action in full over that period.533
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532 The parties will need to consider appropriate alternative arrangements for projects involving usage-based payment schemes based on third party revenue. See also footnote 532 below.
533 The parties will, to the extent relevant, need to consider how an appropriate forecast for any third party income can be made.