69.6  Replacement of Sub-Contractors   

The rights set out in clause 69.6.1 (Replacement of Sub-Contractors) may be exercised on no more than two (2) occasions during the Contract Period and during the same period the rights set out in clause 69.6.3 (Replacement of Sub-Contractors) may be exercised no more than once.

(a)  On the substitution or replacement of the defaulting Leisure Operator or FM Contractor or a defaulting sub-contractor to the Leisure Operator or the FM Contractor (in all cases provided that the Contractor is acting in compliance with clause 53.3 (Changes to Project Documents), the Contractor may elect that, for the purposes of clause 40.4 (Termination on Contractor Default) only:

(i)  any accrued Unavailability Deductions; and/or

(ii)  any accrued Performance Deductions; and/or

(iii)  any warning notices or Final Warning Notices or Pricing Warning Notices in respect of clause 41 (Termination for Persistent Breach by the Contractor),

in each case relating to the relevant Services in respect of which the Leisure Operator or the FM Contractor (as the case may be) or any sub-contractor to the Leisure Operator or the FM Contractor (as the case may be) is being replaced, shall be cancelled.  The Contractor shall notify the Authority on or before the appointment of any such substitute or replacement Leisure Operator or FM Contractor or sub-contractor (as the case may be) whether it elects for this clause 69.6 (Replacement of Sub-Contractors) to apply on that occasion.

(b)  Where an election is made pursuant to clause 69.6.1 (Replacement of Sub-Contractors) above on the substitution or replacement of the defaulting Leisure Operator or FM Contractor (as the case may be) or a defaulting sub-contractor (as the case may be) to the Leisure Operator or the FM Contactor then, for the purposes of clause 40.4 (Termination on Contractor Default) only:

(i)  no Unavailability Deductions shall accrue for the purposes of sub-paragraph (k) and (l) of the definition of Contractor Default; and

(ii)  no Performance Deductions shall accrue for the purposes of sub-paragraph (m) of the definition of Contractor Default; and

(iii)  no warning notices or Final Warning Notices or Pricing Warning Notices in respect of clause 41 (Termination for Persistent Breach by the Contractor) shall accrue for the purposes of sub-paragraph (b) of the definition of Contractor Default

in respect of a Service during a period of two (2) months from the date on which that Service is first provided by the replacement or substitute Leisure Operator or FM Contractor or sub-contractor as appropriate.  For the avoidance of doubt, Deductions shall still be made to the Unitary Charge during that period [but where as at the date of replacement pursuant to clause 69.6.1 (Replacement of Sub-Contractors) the Ratchet is being applied pursuant to clause [  ] of the Payment Mechanism the Ratchet shall be reset with effect from the date of such replacement].

(c)  On the substitution or replacement of the defaulting Building Contractor or a defaulting sub-contractor to the Building Contractor (in both cases provided that the Contractor is acting in compliance with clause 53.3 (Changes to Project Documents), the Contractor may elect that, for the purposes of clause 40.4 (Termination on Contractor Default) only any warning notices or Final Warning Notices in respect of clause 41 (Termination for Persistent Breach by the Contractor) in each case relating to the relevant Works in respect of which the Building Contractor or any sub-contractor to the Building Contractor is being replaced, shall be cancelled.  The Contractor shall notify the Authority on or before the appointment of any such substitute or replacement Building Contractor or sub-contractor whether it elects for this clause 69.6 to apply on that occasion.

(d)  Where an election is made pursuant to clause 69.6.3 (Replacement of Sub-Contractors) above on the substitution or replacement of the defaulting Building Contractor or a defaulting sub-contractor to the Building Contractor then, for the purposes of clause 40.4 (Termination on Contractor Default) only no warning notices or Final Warning Notices in respect of clause 41 (Termination for Persistent Breach by the Contractor) shall accrue for the purposes of sub-paragraph (b) of the definition of Contractor Default in respect of the Works during a period of two (2) months from the date on which such Works are first provided by the replacement or substitute Building Contractor or sub-contractor as appropriate.