Whereas:

(A)  The Service Provider and the Authority have entered into an agreement for the financing, design and construction of and the provision of certain services in connection with [details of facilities] at the Site (the Project) pursuant to the Government's private finance initiative (the Project Agreement) under the terms of which they have jointly agreed to appoint an Independent Certifier.

(B)  The Service Provider has entered into the Construction Contract with the Construction Contractor for the development of [details of facilities] at the Site.

(C)  [describe funding arrangements]

(D)  The Independent Certifier is an independent adviser willing to provide services to the Service Provider and the Authority and for the benefit of the Funders.

(E)  The Service Provider and the Authority have jointly agreed to engage the Independent Certifier to carry out the duties and obligations ascribed to the Independent Certifier in the Project Agreement upon the terms of this Deed.

It Is Agreed as follows: