Common use of Duty of Independent Judgment Clause in Contracts

Duty of Independent Judgment. (a) In exercising its Certification Services, the Independent Certifier must: (i) act impartially, honestly and independently in representing the interests of both PA Parties in accordance with the terms of the Project Agreement and this Independent Certifier Agreement; (ii) act reasonably and professionally; (iii) act in a timely manner: (A) in accordance with the times prescribed in this Independent Certifier Agreement and the Project Agreement; or (B) where no times are prescribed, within 10 days or such earlier time so as to enable the PA Parties to perform their respective obligations under the Project Agreement; and (iv) act in accordance with the joint directions of the PA Parties provided that the directions are not inconsistent with the other terms of this Independent Certifier Agreement or the terms of the Project Agreement and do not vary or prejudice the Independent Certifier’s authority or responsibilities or the exercise by the Independent Certifier of its professional judgment under this Independent Certifier Agreement. (b) Although the Independent Certifier may take account of any opinions or representations made by the PA Parties, the Independent Certifier shall not be bound to comply with any opinions or representations made by either of them in connection with any matter on which the Independent Certifier is required to exercise its professional judgment. (c) The Independent Certifier acknowledges that the PA Parties may rely on the Certification Services, including determinations, findings and certifications made by the Independent Certifier, and accordingly, the Independent Certifier represents and warrants that will use its best skill and judgment in providing the Certification Services, and that information provided and/or submitted to the PA Parties in accordance with this Independent Certifier Agreement is true and accurate, and prepared in good faith to the best of the Independent Certifier’s skill, judgment and knowledge. (d) The Independent Certifier acknowledges that all Certification Services, Contract Material and all determinations, findings, reports, certificates and other information delivered by the Independent Certifier to the City pursuant to the Project Agreement may be relied upon by the Contribution Agreement Parties, and that the Independent Certifier shall owe each an equal duty of care as is owed to the City hereunder, notwithstanding the fact that the Contribution Agreement Parties are not parties to this Independent Certifier Agreement or the Project Agreement. The Independent Certifier will confirm the foregoing directly to either Contribution Agreement Party, if requested by the City.

Duty of Independent Judgment. (a) In exercising its Certification Services, the Independent Certifier must: (i) act impartially, honestly and independently in representing the interests of both PA Parties in accordance with the terms of the Project Agreement and this Independent Certifier Agreement; (ii) act reasonably and professionally; (iii) act in a timely manner: (A) in accordance with the times prescribed in this Independent Certifier Agreement and the Project Agreement; or (B) where no times are prescribed, within 10 days or such earlier time so as to enable the PA Parties to perform their respective obligations under the Project Agreement; and (iv) act in accordance with the joint directions of the PA Parties provided that the directions are not inconsistent with the other terms of this Independent Certifier Agreement or the terms of the Project Agreement and do not vary or prejudice the Independent Certifier’s authority or responsibilities or the exercise by the Independent Certifier of its professional judgment under this Independent Certifier Agreement. (b) Although the Independent Certifier may take account of any opinions or representations made by the PA Parties, the Independent Certifier shall not be bound to comply with any opinions or representations made by either of them in connection with any matter on which the Independent Certifier is required to exercise its professional judgment. (c) The Independent Certifier acknowledges that the PA Parties may rely on the Certification Services, including determinations, findings and certifications made by the Independent Certifier, and accordingly, the Independent Certifier represents and warrants that will use its best skill and judgment in providing the Certification Services, . The Independent Certifier represents and warrants that all information provided and/or submitted to the PA Parties in accordance with this Independent Certifier and the Funding Agreement Parties is true and accurate, and prepared in good faith to the best of the Independent Certifier’s his or her skill, judgment and knowledge. (d) The Independent Certifier acknowledges that all Certification Services, Contract Material and all determinations, findings, reports, certificates and other information delivered by the Independent Certifier to the City Region pursuant to the Project Agreement may be relied upon by each of the Contribution Funding Agreement Parties, and that the Independent Certifier shall owe each an equal duty of TORONTO: 294415\8 care as is owed to the City Region hereunder, notwithstanding the fact that neither of the Contribution Funding Agreement Parties are not parties a party to this Independent Certifier Agreement or and/or the Project Agreement. The Independent Certifier will confirm the foregoing directly to either Contribution Funding Agreement Party, if requested by the CityRegion. The Independent Certifier shall maintain accurate and complete records related to all work performed under this Agreement for at least seven (7) years after the end of this Independent Certifier Agreement and such records will be made available to the Funding Agreement Parties upon request and reasonable notice.

Duty of Independent Judgment. (a) In exercising its Certification Services, the Independent Certifier must: (i) act impartially, honestly and independently in representing the interests of both PA Parties in accordance with the terms of the Project Agreement and this Independent Certifier Agreement; (ii) act reasonably and professionally; (iii) act in a timely manner: (A) in accordance with the times prescribed in this Independent Certifier Agreement and the Project Agreement; or (B) where no times are prescribed, within the lesser of 10 days or such earlier time so as to enable the PA Parties to perform their respective obligations under the Project Agreement; and (iv) act in accordance with the joint directions of the PA Parties provided that the directions are not inconsistent with the other terms of this Independent Certifier Agreement or the terms of the Project Agreement and do not vary or prejudice the Independent Certifier’s authority or responsibilities or the exercise by the Independent Certifier of its professional judgment under this Independent Certifier Agreement. (b) Although the Independent Certifier may take account of any opinions or representations made by the PA Parties, the Independent Certifier shall not be bound to comply with any opinions or representations made by either of them in connection with any matter on which the Independent Certifier is required to exercise its professional judgment. (c) The Independent Certifier acknowledges that the PA Parties may rely on the Certification Services, including determinations, findings and certifications made by the Independent Certifier, and accordingly, the Independent Certifier represents and warrants that will use its best skill and judgment in providing the Certification Services, and that information provided and/or submitted to the PA Parties in accordance with this Independent Certifier Agreement is true and accurate, and prepared in good faith to the best of the Independent Certifier’s skill, judgment and knowledge. (d) The Independent Certifier acknowledges that all Certification Services, Contract Material and all determinations, findings, reports, certificates and other information delivered by the Independent Certifier to the City pursuant to the Project Agreement may be relied upon by HMQ, represented by the Contribution Agreement PartiesMinistry of Transportation and the Government of Canada, represented by the Ministry of Transport, Infrastructure and Communities, and that the Independent Certifier shall owe each an equal duty of care as is owed to the City hereunder, notwithstanding the fact that HMQ, represented by the Contribution Agreement Parties Ministry of Transportation and the Government of Canada, represented by the Ministry of Transport, Infrastructure and Communities are not parties to this Independent Certifier Agreement or and/or the Project Agreement. The Independent Certifier will confirm the foregoing directly to either Contribution Agreement Party, if requested by the City.