Independent Certifier the person appointed jointly by the Authority, the Contractor [and the Senior Lenders] to act as independent certifier to the Project in accordance with the Independent Certifier's Deed of Appointment; the deed of appointment of the Independent Certifier in the Agreed Form; has the meaning given to it in the definition of RPIX in this clause 1.1 (Definitions); has the meaning given to it in Schedule 6 (Payment Mechanism); has the meaning given to it in Schedule 6 (Payment Mechanism); loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature but excluding any of the same that relate to loss of revenue under this Agreement;
Independent Certifier. 24.1 Subject to clause 24.3, if the Independent Certifier Deed is terminated, ARENA and the Recipient must promptly enter into a replacement independent certifier deed on substantially the same terms as the Independent Certifier Deed (or such other terms as agreed between the parties acting reasonably). Advancing Renewables Program Funding Agreement | Vast Solar, Port Augusta Concentrated Solar Power Project 2022/ARP026 20
24.2 Where clause 24.1 applies, the Recipient must nominate the replacement independent certifier in writing to ARENA, and the replacement independent certifier must:
(a) be experienced in the provision of the Services (as defined in the Independent Certifier Deed); and
(b) satisfy ARENA’s probity requirements (which include, without limitation, confirmation that the nominated replacement independent certifier is sufficiently independent from and does not have any actual or perceived conflict of interest with the Recipient).
24.3 ARENA may only reject a replacement independent certifier nominated by the Recipient under clause 24.2 if the nominee does not meet the requirements in clause 24.2 and ARENA gives notice to the Recipient together with the reasons for its rejection within 5 Business Days of the Recipient’s nomination.
24.4 If ARENA rejects a replacement independent certifier nominated by the Recipient in accordance with clause 24.3, the Recipient must promptly nominate an alternative replacement independent certifier which meets the requirements under clause 24.2.
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. 23.1 Appointment
(a) On or prior to Financial Close, the Parties shall appoint an independent and suitably qualified and experienced consultant to act as the Independent Certifier for the purposes of this Project Agreement and shall enter into an agreement with the Independent Certifier substantially in the form of Schedule 6 - Independent Certifier Agreement. If the Parties are unable to agree upon the Independent Certifier within such period of time, then the determination of the Independent Certifier shall be made in the same manner as the identification of a replacement Independent Certifier under Section 23.7(b).
(b) Neither Party shall, without the prior written consent of the other Party, enter into any agreement with the Independent Certifier in connection with the Project other than the Independent Certifier Agreement, and Project Co shall ensure that no Project Co Party enters into any separate agreement with the Independent Certifier in connection with the Project.
23.2 Role of Independent Cer tifier
(a) The general role, obligations and functions of the Independent Certifier are described in Schedule 6 - Independent Certifier Agreement.
Independent Certifier. 20.1.1 The Authority and the Contractor shall on or before the date of this Agreement, appoint the Independent Certifier for the purposes of this Agreement upon the terms of the Independent Certifier's Deed of Appointment.
20.1.2 The Independent Certifier's Deed of Appointment shall specify the duties of the Independent Certifier owed to the Authority and the Contractor.
20.1.3 The Authority and the Contractor shall procure that the Independent Certifier carries out the IC Services upon the terms of the Independent Certifier's Deed of Appointment.
20.1.4 The Authority and the Contractor shall comply with their respective obligations under the Independent Certifier's Deed of Appointment.
20.1.5 Neither the Authority nor the Contractor shall without the other's prior written approval (not to be unreasonably withheld or delayed):
(a) agree to terminate, give notice to terminate or otherwise take action to terminate, repudiate or discharge or secure the termination of the Independent Certifier's Deed of Appointment or treat the same as having been terminated, repudiated or otherwise discharged;
(b) release, waive, settle, compromise or otherwise prejudice or vary any rights or claims which the other may from time to time have against the Independent Certifier; or
(c) vary or agree or purport to vary the terms of the Independent Certifier's Deed of Appointment or the IC Services performed or to be performed by the Independent Certifier.
20.1.6 The Authority and the Contractor agree to co-operate with each other generally in relation to all matters within the scope of or in connection with the Independent Certifier's Deed of Appointment. All instructions and representations issued or made by either of the Authority or the Contractor to the Independent Certifier shall be simultaneously copied by that party to the other and both parties shall be entitled to attend all inspections undertaken by or meetings involving the Independent Certifier.
20.1.7 In the event of the Independent Xxxxxxxxx's appointment being terminated otherwise than following full performance, the Authority and the Contractor shall liaise and co-operate with each other in order to appoint, a replacement consultant to act as the Independent Certifier as soon as reasonably practicable. The identity of any such replacement consultant shall be as agreed by the Authority and the Contractor and the terms of his appointment shall, unless otherwise agreed, be as set out in the Independent Certifier's...
Independent Certifier. 17.9.1 The Project Co shall notify the Trust's Works Adviser and the Independent Certifier when the Project Co (acting reasonably) considers that the Phase 1 Works will be complete in accordance with the Design Documents in 12 months time. Such notification shall trigger the activities of the Independent Certifier pursuant to Clause 17.10.1.
17.9.2 The Project Co shall notify the Trust's Works Adviser when the Project Co (acting reasonably) considers that the Phase 1 Works, the Phase 2 Works for any Beneficial Occupation Area or all of the Phase 2 Works (as the case may be) will be completed in accordance with the Design Documents in six months time. Such notification shall, in each case, trigger the activities of the Independent Certifier pursuant to Clause 17.10.2.
17.9.3 The role of the Independent Certifier shall be to carry out, acting with reasonable skill and care, the various tasks which the Project Co is to procure that it performs pursuant to Clause 17.10.
17.9.4 Subject to Clause 17.9.5, the cost of the employment of the Independent Certifier by the Project Co (including all reimbursable expenses payable in accordance with the Agreement for Appointment of Independent Certifier) shall be paid by the Trust to the Project Co within 10 Working Days of demand by the Project Co to the Trust, such demand to be accompanied by evidence that the invoice date relating to the relevant sum claimed by the Project Co has occurred provided that, nothing in this Clause 17.9.4 shall require the Trust to reimburse any cost to the Project Co which is payable by the Project Co pursuant to Clause 17.9.5.
17.9.5 In respect of the cost of employment of the Independent Certifier, the Project Co shall pay, without any right of reimbursement by the Trust under Clause 17.9.4:
(A) any cost which arises as a result of any breach by the Project Co of any provisions of the Agreement for Appointment of Independent Certifier;
(B) any amount payable pursuant to paragraph 7.3 of the Second Schedule to the Agreement for Appointment of Independent Certifier;
(C) any amount payable pursuant to paragraph 8 of the Second Schedule to the Agreement for Appointment of Independent Certifier, where the relevant suspension pursuant to paragraph 7.1 of the same arises for any reason other than as a result of any Delay Event, Relief Event or Archaeological Delay Event; and
(D) any amount payable pursuant to paragraph 9 of the Second Schedule to the Agreement for Appointment of Independent Cert...
Independent Certifier. (a) (Role): The role of the Independent Certifier in respect of this Agreement is to determine whether Completion has occurred and subject to Clause 14.6, whether a claim for an extension of time should be granted, including the duration of the extension of time. The parties acknowledge that the Independent Certifier will also have responsibilities in respect of certain events under the D&C Subcontract but that those responsibilities must not put the Independent Certifier in conflict with its obligation to perform the Independent Certifier Services. The functions, rights and liabilities of the Independent Certifier and the parties' rights and obligations with the Independent Certifier will be as set out in the Independent Certifier Agreement which is prepared and negotiated in accordance with this Clause 6.12.
(b) (Tenders): The Operator and the State must, in conjunction with the Builder and prior to the Commencement Date, jointly call for tenders for the Independent Certifier who must:
(i) (expertise): have appropriate qualifications and experience;
(ii) (no conflicts): have no interest or duty which may conflict with the role of the Independent Certifier in accordance with this Agreement;
(iii) (execution): indicate its willingness to execute the Independent Certifier Agreement without substantial amendment;
(iv) (insurance): have professional indemnity insurance in accordance with the requirements of the Independent Certifier Agreement; and
(v) (information): provide such information in relation to fees and other matters as the State reasonably requires.
(c) (Selection): The parties in conjunction with the Builder will select one of the firms which tendered as set out in paragraph (b) to act jointly on behalf of the State and the Operator as the Independent Certifier to perform the Independent Certifier Services.
(d) (Independent Certifier Agreement): The Operator and the State must and the Operator must procure that the Builder, enter into the Independent Certifier Agreement with the Independent Certifier selected by the parties and the Builder within 20 Business Days of the Commencement Date, or such later time as agreed by the parties, in the form approved in Schedule 16 as the parties in conjunction with the Builder may amend during the tender process.
Independent Certifier. The Independent Certifier’s Deed of Appointment specifies the duties of the Independent Certifier owed to the Authority and the Contractor.
Independent Certifier the person appointed jointly by the Authority, the Contractor [and the Senior LenderLenders] to act as independent certifier to the Project in accordance with the Independent Certifier's Deed of Appointment34; the deed of appointment of the Independent Certifier in the Agreed Form; the person appointed by the Authority to carry out a survey of information relating to any Lifecycle Asset and Lifecycle Spend pursuant to clauses 23.6.2 or 23.6.9.1;
Independent Certifier. 105 25.1 Appointment ............................................................................................................... 105 25.2 Role of Independent Certifier ..................................................................................... 105 25.3 Changes to Terms of Appointment ............................................................................. 105 25.4 Right to Change Appointment .................................................................................... 106 25.5 Cooperation ................................................................................................................. 106 25.6 Payment of Independent Certifier ............................................................................... 106 25.7 Replacement ................................................................................................................ 106 26. COMMISSIONING AND COMPLETION ................................................................... 107
