Common use of Independent Certifier Clause in Contracts

Independent Certifier. (a) Unless appointed prior to the date of this Contract, the Independent Certifier will, as soon as possible after the date of this Contract, be appointed (jointly) by the parties and the Access Regulator under the Independent Certifier Deed to carry out the Independent Certifier Services. (b) The Contractor and the Principal agree that the form of Independent Certifier Deed at Annexure Part K is agreed as between the Contractor and the Principal and that the Contractor and the Principal must act reasonably in consenting or refusing consent to any proposed changes to the form of Independent Certifier Deed at Annexure Part K sought by a party, the Access Regulator or the proposed Independent Certifier. (c) The Principal and the Contractor acknowledge and agree that the Independent Certifier must act fairly, reasonably, honestly, independently and in accordance with the timeframes and requirements set out in this Contract in carrying out the functions required of the Independent Certifier under this Contract, including the terms and scope of services set out in the Independent Certifier Deed. (d) The costs of the Independent Certifier will be borne by the Principal. For the avoidance of doubt, such costs have not been allowed for in the contract sum. (e) If the Independent Certifier Deed is terminated for any reason, the Independent Certifier retires, resigns or goes on extended leave or the Independent Certifier is unable to continue in that role for any reason, the Principal and the Contractor will appoint another person on substantially the same terms as the terms of the Independent Certifier Deed and the Principal and the Contractor will enter into an Independent Certifier Deed with that replacement or new Independent Certifier. (f) If the replacement Independent Certifier has not been appointed within 20 business days of the date on which a replacement is proposed by a party, the parties will accept the appointment of the person nominated by the Access Regulator and that person will be appointed Independent Certifier in accordance with this clause 19.

Independent Certifier. (a) Unless appointed prior HMQ and Project Co shall on or after the Date of Agreement in compliance with all Applicable Law relating to the date of this Contract, procurement which is applicable to Project Co and/or HMQ appoint a suitably qualified and experienced consultant to act as the Independent Certifier will, as soon as possible after for the date purposes of this Contract, be appointed (jointly) by Agreement upon terms of engagement substantially as set out in the parties and the Access Regulator under the proposed contract terms set forth in Part V: Independent Certifier Deed to carry out the Independent Certifier Servicesof Schedule B (Project Works). (b) The Contractor and the Principal agree that the form of Independent Certifier Deed at Annexure Part K must be a firm which is agreed acceptable to both HMQ and Project Co, acting reasonably, and must be a firm which includes construction cost consulting and construction claims adjusting skills as between core areas of expertise within the Contractor and the Principal and that the Contractor and the Principal must act reasonably in consenting firm, which skills may be acquired through a joint venture or refusing consent to any proposed changes association, but not as sub-consultant to the form of Independent Certifier Deed at Annexure Part K sought by a party, the Access Regulator or the proposed Independent Certifier. (c) The Principal firm. Project Co and the Contractor HMQ acknowledge and agree that the Independent Certifier must act fairly, reasonably, honestly, independently shall not be permitted to subcontract any of the core areas of expertise set forth above. (c) Each employee and in accordance with the timeframes and requirements set out in this Contract in carrying out the functions required representative of the Independent Certifier under this Contractattending at the Project Facilities and involved in the Project (collectively, the “IC’s Representatives” and individually, an “IC Representative”) shall submit to a criminal name check through the Canadian Police Information Centre. In the event that any of the events specified in paragraphs 7(c) through 7(f) of Schedule H (Background Check Requirements) have occurred in respect of the IC’s Representatives, HMQ may, in its sole discretion, terminate the Independent Certifier’s appointment unless (i) any such IC Representative’s employment or engagement by the Independent Certifier is immediately terminated and evidence of termination thereof has been provided to HMQ in writing within five (5) Business Days of the occurrence of any of the events described in paragraph 7(c) through and including 7(f) of Schedule H (Background Check Requirements); or (ii) the terms Independent Certifier has satisfied HMQ, acting reasonably, that such IC Representative is no longer involved in the Project and scope is no longer involved in providing any of services set out the “Functions” described in the Independent Certifier Deed.Certifier’s Contract. If for reasons specified in this Section 3.4(c), HMQ terminates the Independent Certifier, Project Co agrees that it shall not permit any of the IC’s Representatives to have access to the Project Facilities; (d) The costs Other than in respect of a termination by HMQ in accordance with Section 3.4(c), neither HMQ nor Project Co shall, without the other’s prior written approval (not to be unreasonably withheld or delayed): (i) terminate, repudiate or discharge the Independent Certifier’s Contract for any reason or treat the same as having been terminated, repudiated or otherwise discharged; (ii) waive, settle, compromise or otherwise prejudice any rights or claims which the other may have from time to time against the Independent Certifier; or (iii) vary the terms of the Independent Certifier will Certifier’s Contract or the services to be borne performed by the Principal. For the avoidance of doubt, such costs have not been allowed for in the contract sumIndependent Certifier. (e) If Neither HMQ nor Project Co shall, without the other’s prior written approval, enter into a separate agreement with the Independent Certifier Deed is terminated for any reason, in connection with the Independent Certifier retires, resigns or goes on extended leave or the Independent Certifier is unable to continue in that role for any reason, the Principal and the Contractor will appoint another person on substantially the same terms as the terms of the Independent Certifier Deed and the Principal and the Contractor will enter into an Independent Certifier Deed with that replacement or new Independent CertifierProject. (f) If The parties agree to co-operate with one another generally in relation to all matters within the replacement scope of or in connection with the appointment of the Independent Certifier. All instructions and representations issued or made by either of the parties to the Independent Certifier has not been appointed within 20 business days shall be simultaneously copied to the other and both parties shall be entitled to attend all inspections undertaken by, or meetings involving, the Independent Certifier. Except as otherwise provided in the Independent Certifier’s Contract, all costs (including legal fees of any counsel retained by the Independent Certifier) of the date on which Independent Certifier shall be borne between the parties equally. (g) In the event of the Independent Certifier’s appointment expiring or being terminated, the parties shall liaise and co-operate with one another in order to appoint, in accordance with this Section 3.4(g), a replacement is proposed consultant to act as the Independent Certifier as soon as reasonably practicable. The identity of any such replacement shall be agreed to by a partythe parties acting reasonably. In the event that they are unable to agree within twenty (20) Business Days of the previous Independent Certifier’s appointment expiring or being terminated, the matter shall be resolved in accordance with the Dispute Resolution Procedure. To the extent possible, the parties will accept work with the appointment of the person nominated by the Access Regulator and that person will be appointed Independent Certifier in accordance with this clause 19order for the Independent Certifier to continue to fulfill its obligations under the Independent Certifier’s Contract until a new independent certifier is appointed by the parties.