Common use of Independent Certifier Personnel Clause in Contracts

Independent Certifier Personnel. (a) The Independent Certifier shall make reasonable efforts to ensure that the individuals listed in Appendix C remain involved in the performance of the Certification Services and, in particular, shall not, for the duration of this Independent Certifier Agreement, require or request any such person to be involved in any other project on behalf of the Independent Certifier if, in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. If the Independent Certifier considers it necessary to replace any individual identified in Appendix C, the Independent Certifier shall provide the PA Parties with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (b) The Independent Certifier shall ensure that its personnel providing the Certification Services in respect of the Project Co Commissioning shall: (i) possess a current professional designation of membership in the Saskatchewan Association of Professional Engineers & Geoscientists; (ii) have demonstrated competence in the commissioning of comparable facilities and in having completed or monitored the commissioning of comparable infrastructure; (iii) have an understanding of the appropriate MHI standards, guidelines and policies related to commissioning for transportation infrastructure and appurtenances, as well as other commissioning standards applicable to transportation infrastructure and appurtenances; and (iv) have an understanding of any documentation to be provided pursuant to this Independent Certifier Agreement and the Project Agreement, including not only the start-up procedures but any pre-commissioning and post-commissioning activities. (c) The Independent Certifier shall furnish the PA Parties with evidence satisfactory to the PA Parties of any such personnel’s compliance with the foregoing requirements within a reasonable time prior to the proposed commencement of the Project Co Commissioning.

Independent Certifier Personnel. (a) The Independent Certifier shall make reasonable efforts to ensure that the individuals listed in Appendix C remain involved in the performance of the Certification Services and, in particular, shall will not, for the duration of this Independent Certifier Agreement, require or request any such person to be involved in any other project on behalf of the Independent Certifier if, in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. If the Independent Certifier considers it necessary to replace any individual identified in Appendix C, the Independent Certifier shall provide the PA Parties with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (b) Any replacement of the individuals listed in Appendix C is subject to the PA Parties’ prior written approval. (c) The Independent Certifier shall ensure that its personnel providing the Certification Services in respect of the Project Co Commissioning Tests, and the Testing & Commissioning Program shall: (i) possess a current professional designation of not less than membership in the Saskatchewan Professional Engineers Ontario, The Ontario Association of Professional Engineers & GeoscientistsCertified Engineering Technicians and Technologists or such similar professional designation recognized in North America; (ii) have demonstrated competence in the commissioning of comparable facilities and in having completed or monitored the commissioning of a comparable infrastructurelight rail transit system; (iii) have an understanding of the appropriate MHI standards, guidelines and policies related to commissioning for transportation infrastructure and appurtenanceslight rail transit systems, as well as other applicable transit commissioning standards applicable to transportation infrastructure and appurtenancesstandards; and (iv) have an understanding of any documentation the commissioning process and the reports to be provided pursuant to this Independent Certifier Agreement and the Project Agreement, including not only the start-up procedures but any the pre-commissioning and post-post- commissioning activities. (cd) The Independent Certifier shall furnish the PA Parties City with evidence satisfactory to the PA Parties City of any such personnel’s compliance with the foregoing requirements within a reasonable time prior to the proposed commencement of the Project Co CommissioningCertification Services in respect of the Commissioning Tests, the Outline Commissioning Program and the Final Commissioning Program. (e) The Independent Certifier shall ensure that its personnel who will prepare and evaluate construction and development information for Works measurements for payment possess a current professional designation of not less than Professional Quantity Surveyors (PQS).

Independent Certifier Personnel. (a) The Subject to Section 3.9(b) and 3.9(c), the Independent Certifier shall make reasonable efforts to ensure that will use the individuals listed partners, directors or employees described in Appendix C remain involved Schedule 3 [Independent Certifier Personnel] of this Agreement in connection with the performance of the Certification Services and, in particular, shall not, Functions and such persons’ services will be available for so long as may be necessary to ensure the duration of this proper performance by the Independent Certifier Agreement, require or request any such person of the Functions. Such persons will have full authority to be involved in any other project act on behalf of the Independent Certifier iffor all purposes in connection with this Agreement. (b) None of the persons listed in Schedule 3 [Independent Certifier Personnel] will be removed or replaced unless he/she ceases to work as a partner in, or director or employee of, the Independent Certifier or he/she is unable to work because of death or illness. The Independent Certifier will notify the PA Parties of any such circumstances and will be responsible for finding a replacement who will previously have been approved in writing by the reasonable opinion PA Parties. (c) Where the Independent Certifier considers that the partners, directors or employees described in Schedule 3 [Independent Certifier Personnel] of this Agreement do not possess all of the experience or expertise necessary for the proper performance of the Functions, the Independent Certifier shall provide prompt written notice to the PA Parties detailing: (i) the specific Functions for which the partners, directors or employees described in Schedule 3 [Independent Certifier Personnel] of this Agreement do not possess the necessary experience or expertise; (ii) the specific experience or expertise required for the proper performance of the applicable Functions; and (iii) the persons or firms proposed to be retained by the Independent Certifier (each a “Subconsultant”), including details of their relevant expertise and experience, the terms of their proposed engagement and the Subconsultant’s proposed compensation terms. The Independent Certifier shall not engage the services of a Subconsultant without first obtaining the written approval of the PA Parties, such involvement would have a material adverse effect on approval not to be unreasonably withheld. The Independent Certifier agrees that: (iv) the performance terms of the Certification Services. If this Agreement shall in all events be binding upon the Independent Certifier considers it necessary regardless of the existence of any inconsistent or contrary terms in any agreement between the Independent Certifier and any Subconsultant whether or not and without regard to replace the fact that the PA Parties may have directly or indirectly had notice of any individual identified in Appendix Csuch inconsistent term; (v) the Independent Certifier shall require each Subconsultant to comply with the terms and conditions of this Agreement to the extent applicable to the specific Functions performed by the Subconsultant; and (vi) the Independent Certifier is responsible and liable for the Functions performed by, and for the acts and omissions of, each Subconsultant and its personnel to the same degree as if the Functions were performed by, or the acts or omissions were those of, the Independent Certifier shall provide or its partners, directors or employees. No agreement between the Independent Certifier and a Subconsultant creates any contractual or other legal relationship between any of the PA Parties with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (b) The Independent Certifier shall ensure that its personnel providing the Certification Services in respect of the Project Co Commissioning shall: (i) possess a current professional designation of membership in the Saskatchewan Association of Professional Engineers & Geoscientists; (ii) have demonstrated competence in the commissioning of comparable facilities and in having completed or monitored the commissioning of comparable infrastructure; (iii) have an understanding of the appropriate MHI standards, guidelines and policies related to commissioning for transportation infrastructure and appurtenances, as well as other commissioning standards applicable to transportation infrastructure and appurtenances; and (iv) have an understanding of any documentation to be provided pursuant to this Independent Certifier Agreement and the Project Agreement, including not only the start-up procedures but any pre-commissioning and post-commissioning activitiesSubconsultant. (c) The Independent Certifier shall furnish the PA Parties with evidence satisfactory to the PA Parties of any such personnel’s compliance with the foregoing requirements within a reasonable time prior to the proposed commencement of the Project Co Commissioning.

Independent Certifier Personnel. (a) The Independent Certifier shall make reasonable efforts to ensure that the individuals listed in Appendix C remain involved in the performance of the Certification Services and, in particular, shall will not, for the duration of this Independent Certifier Agreement, require or request any such person to be involved in any other project on behalf of the Independent Certifier if, in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. If The PA Parties and the Independent Certifier considers it necessary confirm that any change to replace any individual identified the individuals listed in Appendix C, the Independent Certifier shall provide the PA Parties with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. C is an amendment to this Agreement which is subject to Section 12.9(c). (b.1) The Independent Certifier shall not replace ensure that its personnel providing Certification Services have any of the individuals identified required security clearances, including a minimum level II (secret) clearance with Public Works and Government Services Canada in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified order to access documentation from Public Works and experiencedGovernment Services Canada. (b) The Independent Certifier shall ensure that its personnel providing the Certification Services in respect of the Project Co Commissioning shall: (i) possess a current professional designation of not less than membership in Professional Engineers Ontario, the Saskatchewan Ontario Association of Professional Engineers & GeoscientistsCertified Engineering Technicians and Technologists or such similar professional designation recognized in North America; (ii) have demonstrated competence in the commissioning of comparable facilities and in having completed or monitored the commissioning of a comparable infrastructurelight rail transit system; (iii) have an understanding of the appropriate MHI standards, guidelines and policies related to commissioning for transportation infrastructure and appurtenanceslight rail transit systems , as well as other applicable transit commissioning standards applicable to transportation infrastructure and appurtenancesstandards; and (iv) have an understanding of any documentation to be provided pursuant to this Independent Certifier Agreement and the Project Agreement, including not only the start-up procedures but any pre-commissioning and post-commissioning activities. (c) The Independent Certifier shall furnish the PA Parties with evidence satisfactory to the PA Parties of any such personnel’s compliance with the foregoing requirements within a reasonable time prior to the proposed commencement of the Project Co Commissioning.

Independent Certifier Personnel. (a) The Independent Certifier shall make reasonable efforts to ensure that the individuals listed in Appendix C remain involved in the performance of the Certification Services and, in particular, shall will not, for the duration of this Independent Certifier Agreement, require or request any such person to be involved in any other project on behalf of the Independent Certifier if, in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. If the Independent Certifier considers it necessary to replace any individual identified in Appendix C, the Independent Certifier shall provide the PA Parties with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (b) Any replacement of the individuals listed in Appendix C is subject to the PA Parties’ prior written approval. (c) The Independent Certifier shall ensure that its personnel providing the Certification Services in respect of the Project Co Commissioning Works shall: (i) possess a current professional designation of not less than membership in Professional Engineers Ontario (PEO), the Saskatchewan Ontario Association of Professional Engineers & GeoscientistsCertified Engineering Technicians and Technologists or such similar professional or consulting designation recognized in North America for Mechanical, Electrical, Civil, Structural, Transportation, Geotechnical, Mining, Tunnels, Environmental, Utilities, Rail Systems, and Vehicles and Industrial leads; (ii) possess a current professional designation of not less than Professional Quantity Surveyors (PQS) for the cost estimator and any individuals who will prepare and evaluate construction and development information for the cost control and Works measurements for Payment; (iii) have demonstrated competence in the planning, design, construction and commissioning of comparable and complex facilities and in having completed or monitored the planning, design, construction and commissioning of a comparable infrastructurelight rail transit systems; (iiiiv) have an understanding of the appropriate MHI standards, guidelines and policies related to planning, design, construction and commissioning for transportation infrastructure and appurtenances, as well as other commissioning standards applicable to transportation infrastructure and appurtenances; andlight rail transit systems,; (ivv) have an understanding of any documentation to be provided pursuant to this Independent Certifier Agreement and the Project Agreement, including not only the start-up procedures but any pre-commissioning and post-commissioning activities; and (vi) have the relevant qualifications for their specified area of expertise and membership to the relevant professional bodies which licences them to give their opinions and carry out the relevant works as detailed within this agreement. (cd) The Independent Certifier shall furnish the PA Parties City with evidence satisfactory to the PA Parties City of any such personnel’s compliance with the foregoing requirements within a reasonable time prior to the proposed commencement of the Project Co CommissioningCertification Services in respect of the Works. (e) The Independent Certifier shall engage the personnel listed in Appendix C in all day-to-day activities relevant to their area of expertise for the Certification Services.

Independent Certifier Personnel. (a) C9.1 The Independent Certifier shall make reasonable efforts to ensure that the individuals listed in Appendix C remain involved in the performance of the Certification Services and, in particular, shall will not, for the duration of this Independent Certifier Agreement, require or request any such person to be involved in any other project on behalf of the Independent Certifier if, in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. . C9.2 If the Independent Certifier considers it necessary to replace any alternate individual identified than listed in Appendix CC is required, the Independent Certifier shall provide shall: (a) submit the PA Parties with relevant information on the proposed replacement experience and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified qualifications as required in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced.RFP 64-2021 for all requested replacement(s); and (b) not replace individuals listed in Appendix C throughout the duration of the term of the Independent Certifier Agreement without the written approval of the Parties. C9.3 The Independent Certifier shall ensure that all of its personnel providing the Certification Services in respect of the Project Co Commissioning shall: (i) possess a current professional designation of membership in the Saskatchewan Association of Professional Engineers & Geoscientists; (iia) have demonstrated competence in services comparable to the commissioning Certification Services of comparable facilities infrastructure to the Infrastructure and in having completed or monitored such comparable services to the commissioning Certification Services of comparable infrastructureinfrastructure to the Infrastructure; (iiib) have an understanding of the appropriate MHI standards, guidelines guidelines, best practices, and policies related to commissioning services comparable to the Certification Services for transportation comparable infrastructure and appurtenances, as well as other commissioning standards applicable to transportation infrastructure and appurtenancesthe Infrastructure; and (ivc) have an understanding of any documentation to be provided pursuant to this Independent Certifier Agreement and the Project Design Build Agreement, including not only the start-up procedures and operator training, but any pre-commissioning Milestone, pre-Substantial Completion and post-commissioning Substantial Completion activities. C9.4 The Independent Certifier shall ensure that its team lead providing the Certification Services shall possess a current professional designation of not less than membership in The Association of Professional Engineers and Geoscientists of Manitoba, operating as Engineers Geoscientists Manitoba (cEGM) or such similar professional designation recognized in North America. C9.5 During the term of this Independent Certifier Agreement, the Independent Certifier shall be in good standing under The Corporation Act (Manitoba), or properly registered under The Business Name Registration Act (Manitoba), or otherwise properly registered, licensed or permitted by law to carry on business in Manitoba, or it the Independent Certifier does not carry on business in Manitoba, in the jurisdiction where the Independent Certifier does carry on business; C9.6 The Independent Certifier shall furnish the PA Parties with Parties, evidence satisfactory to the PA Parties of any such personnel’s compliance with the foregoing requirements within a reasonable time time, but no later than 7 Calendar Days prior to the proposed commencement of the Project Co CommissioningCertification Services.

Independent Certifier Personnel. (a) The Subject to Sections 3.9(b) and 3.9(c), the Independent Certifier shall make reasonable efforts to ensure that will use the individuals listed partners, directors or employees described in Appendix C remain involved 3 [Independent Certifier Personnel] of this Agreement in connection with the performance of the Certification Services and, in particular, shall not, Functions and such persons’ services will be available for so long as may be necessary to ensure the duration of this proper performance by the Independent Certifier Agreement, require or request any such person of the Functions. Such persons will have full authority to be involved in any other project act on behalf of the Independent Certifier if, for all purposes in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. If the Independent Certifier considers it necessary to replace any individual identified in Appendix C, the Independent Certifier shall provide the PA Parties connection with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experiencedthis Agreement. (b) None of the persons listed in Appendix 3 [Independent Certifier Personnel] will be removed or replaced unless he/she ceases to work as a partner in, or director or employee of, the Independent Certifier or he/she is unable to work because of death or illness. The Independent Certifier shall ensure that its personnel providing will notify the Certification Services in respect of the Project Co Commissioning shall: (i) possess a current professional designation of membership in the Saskatchewan Association of Professional Engineers & Geoscientists; (ii) have demonstrated competence in the commissioning of comparable facilities and in having completed or monitored the commissioning of comparable infrastructure; (iii) have an understanding of the appropriate MHI standards, guidelines and policies related to commissioning for transportation infrastructure and appurtenances, as well as other commissioning standards applicable to transportation infrastructure and appurtenances; and (iv) have an understanding PA Parties of any documentation to such circumstances and will be provided pursuant to this Independent Certifier Agreement and responsible for finding a replacement who will previously have been approved in writing by the Project Agreement, including not only the start-up procedures but any pre-commissioning and post-commissioning activitiesPA Parties. (c) The Independent Certifier is deemed to have considered and included all relevant resources that are necessary and reasonably foreseen to be required to perform the Functions, to the extent that would be expected of an experienced Independent Certifier, working on similar projects. However, where the Independent Certifier considers that the partners, directors or employees described in Appendix 3 [Independent Certifier Personnel] of this Agreement do not possess all of the experience or expertise necessary for the proper performance of the Functions, the Independent Certifier shall furnish the PA Parties with evidence satisfactory provide prompt written notice to the PA Parties detailing: (i) the specific Functions for which the partners, directors or employees described in Appendix 3 [Independent Certifier Personnel] of this Agreement do not possess the necessary experience or expertise; (ii) the specific experience or expertise required for the proper performance of the applicable Functions; and (iii) the persons or firms proposed to be retained by the Independent Certifier (each a “Subconsultant”), including details of their relevant expertise and experience, the terms of their proposed engagement and the Subconsultant’s proposed compensation terms. The Independent Certifier shall not engage the services of a Subconsultant without first obtaining the written approval of the PA Parties, such approval not to be unreasonably withheld. The Independent Certifier agrees that: (iv) the terms of this Agreement shall in all events be binding upon the Independent Certifier regardless of the existence of any inconsistent or contrary terms in any agreement between the Independent Certifier and any Subconsultant whether or not and without regard to the fact that the PA Parties may have directly or indirectly had notice of any such personnel’s compliance inconsistent term; (v) the Independent Certifier shall require each Subconsultant to comply with the foregoing requirements within a reasonable time prior terms and conditions of this Agreement to the proposed commencement extent applicable to the specific Functions performed by the Subconsultant; and (vi) the Independent Certifier is responsible and liable for the Functions performed by, and for the acts and omissions of, each Subconsultant and its personnel to the same degree as if the Functions were performed by, or the acts or omissions were those of, the Independent Certifier or its partners, directors or employees. No agreement between the Independent Certifier and a Subconsultant creates any contractual or other legal relationship between any of the Project Co CommissioningPA Parties and the Subconsultant.

Independent Certifier Personnel. (a) The Independent Certifier shall make reasonable efforts to ensure that the individuals listed in Appendix C remain involved in the performance of the Certification Services and, in particular, shall will not, for the duration of this Independent Certifier Agreement, require or request any such person to be involved in any other project on behalf of the Independent Certifier if, in the reasonable opinion of the PA Parties, such involvement would have a material adverse effect on the performance of the Certification Services. If the Independent Certifier considers it necessary to replace any individual identified in Appendix C, the Independent Certifier shall provide the PA Parties with relevant information on the proposed replacement and shall consult with the PA Parties before finalizing the appointment of such replacement. The Independent Certifier shall not replace any of the individuals identified in Appendix C without the prior written consent of the PA Parties, which consent shall not be withheld or delayed where the proposed replacement is suitably qualified and experienced. (b) The Independent Certifier shall ensure that its personnel providing the Certification Services in respect of the Project Co Commissioning Tests, the Outline Commissioning Program, the OMSF and Test Track Commissioning Program and the Final Commissioning Program shall: (i) possess a current professional designation of not less than membership in Professional Engineers Ontario, the Saskatchewan Ontario Association of Professional Engineers & GeoscientistsCertified Engineering Technicians and Technologists or such similar professional designation recognized in North America; (ii) have demonstrated competence in the commissioning of comparable facilities and in having completed or monitored the commissioning of a comparable infrastructurelight rail transit system; (iii) have an understanding of the appropriate MHI standards, guidelines and policies related to commissioning for transportation infrastructure light rail transit systems and appurtenancesrelated fixed facilities, as well as other applicable transit commissioning standards applicable to transportation infrastructure and appurtenancesstandards; and (iv) have an understanding of any documentation to be provided pursuant to this Independent Certifier Agreement and the Project Agreement, including not only the start-up procedures but any pre-commissioning and post-commissioning activities. (c) The Independent Certifier shall furnish the PA Parties Region with evidence satisfactory to the PA Parties Region of any such personnel’s compliance with the foregoing requirements within a reasonable time prior to the proposed commencement of the Project Co CommissioningCertification Services in respect of the Commissioning Tests, the Outline Commissioning Program, the OMSF and Test Track Commissioning Program and the Final Commissioning Program.