2  Decrease in Leisure Operator Income

2.1  The Contractor shall, no later than two (2) months after the Income Benchmarking Date, supply a proposal which shall contain the following information (an Income Proposal):

2.1.1  full details (with supporting evidence) of the Leisure Operator Income generated during each Contract Year of the relevant Income Benchmarking Period broken down into the categories defined in the Leisure Operator's Base Trading Account;

2.1.2  the Leisure Operator Income and Related Operating Costs shown in the Leisure Operator's Base Trading Account together with the current status of the assumptions made;

2.1.3  full details of the anticipated Leisure Operator Income for each Contract Year up to the next Income Benchmarking Date;

2.1.4  details of the assumptions used in calculating the anticipated Leisure Operators Income;

2.1.5  the proposed Adjustment Amount and the proposed revised Unitary Charge payable each Contract Year until the next Income Benchmarking Date;

2.1.6  any proposed changes to the Service Specification and /or related Service Delivery Proposals and/or the Authority's Pricing Requirements and/or any other document of part of this Agreement; and

2.1.7  any other relevant information including, where applicable, any information listed in Appendix 1.

2.2  The Contractor shall procure that the Leisure Operator shall comply with clause 28.4 (Third Party Income) of the Agreement and this shall be reflected in the Income Proposal.

2.3  If the Authority requires further information which is reasonably required to enable the Authority to have a clear understanding of any matter set out in the Income Proposal (or which should be set out in the Income Proposal) it shall request such information as soon as reasonably possible.  The Contractor shall issue such information in the form reasonably required by the Authority within a reasonable time (having regard to the nature of the information requested).

2.4  No later than two (2) months after receipt of the Income Proposal, or, if later, where further information has been requested, pursuant to paragraph 2.3 within twenty (20) Business Days of receipt of such information, the Authority shall respond in writing to the Income Proposal stating either:

2.4.1  it accepts the Income Proposal (as may be amended by agreement) and the Unitary Charge shall be adjusted in accordance with the provisions of Part 4 of this Schedule; or

2.4.2  it does not accept the Income Proposal and gives full and particularised reasons why it does not.

2.5  The Parties shall consult in good faith to agree the Income Proposal.  If following such consultation an agreement is reached by the Parties, Part 4 of this Schedule shall apply.  If the Parties are unable to agree any Adjustment Amount and/or any other matter related to the Adjustment Amount (and the Parties do not agree to refer the disputed matter to the Dispute Resolution Procedure), the Parties shall appoint a Benchmark Consultant in accordance with the provisions of paragraph 3 of Part 2 of this Schedule.

2.6  If the Authority fails to respond to the Contractor within the relevant time prescribed by paragraph 2.4, the Authority shall be deemed to have rejected the Income Proposal and the Parties shall appoint a Benchmark Consultant in accordance with the provisions of paragraph 3 of Part 2 of this Schedule.

2.7  If the Contractor fails to issue an Income Proposal within the time specified in paragraph 2.1 or provide any further information reasonably requested pursuant to paragraph 2.3 of Part 2 of this Schedule, then the Authority may (in its absolute discretion) either:

2.7.1  appoint a Benchmark Consultant pursuant to paragraph 3.1 to produce an Income Benchmarking Report and the Contractor shall reimburse the Authority for all costs incurred by the Authority in so doing.  The Contractor shall supply all information requested by the Benchmark Consultant.  For the avoidance of doubt, the Contractor shall be bound by the Benchmark Consultant's findings; or

2.7.2  require the Contractor to continue provision of the Leisure Service at the Unitary Charge set out in the Leisure Operator's Base Case Trading Account with no adjustment to the Unitary Charge being made pursuant to this Part 2 of this Schedule.