6  Termination

6.1  The Service Provider and the Authority may by joint notice in writing (a Joint Notice) immediately terminate this Deed if the Independent Certifier:

(a)  is in breach of any of the terms of this Deed which, in the case of a breach capable of remedy, shall not have been remedied by the Independent Certifier within twenty (20) Business Days of receipt by the Independent Certifier of a Joint Notice specifying the breach and requiring its remedy;

(b)  is incompetent, guilty of gross misconduct and/or any material failure, negligence or delay in the provision of the Services and/or its other duties under this Deed;

(c)  fails or refuses after written warning to provide the Services and/or its other duties under this Deed reasonably and as properly required of him; or

(d)  is subject to an event analogous to any of the events set out in paragraphs (c), (d), (e) or (f) of the definition of a Service Provider Default as set out in the Project Agreement.

6.2  If the Project Agreement is rescinded, terminated or repudiated for any reason and, notwithstanding that the validity of such rescission, termination or repudiation may be disputed, this Deed may be terminated by Joint Notice and with immediate effect.

6.3  Following any termination of this Deed, but subject to any set-off or deductions which the Service Provider or the Authority may be entitled properly to make as a result of any breach of this Deed by the Independent Certifier, the Independent Certifier shall be entitled to be paid in full and final settlement of any valid claim which the Independent Certifier may have in consequence thereof, any fees due under clause 4 in respect of the Services carried out in accordance with this Deed prior to the date of termination.

6.4  Termination of this Deed shall be without prejudice to any accrued rights and obligations under this Deed as at the date of termination (including the right of the Service Provider and the Authority to recover damages from the Independent Certifier).

6.5  If this Deed is terminated in accordance with clause 6.1, the Service Provider and the Authority shall use reasonable endeavours to engage an alternative Independent Certifier within twenty (20) Business Days, subject to Legislation and public procurement rules.  If within such period the Service Provider and the Authority are unable to procure the appointment of an alternative Independent Certifier on reasonable commercial terms, the Independent Certifier shall pay to the Service Provider and/or the Authority, as the case may be, any reasonable incremental loss, damage or extra costs suffered by each of them.

6.6  If the Service Provider fails to make a payment of any undisputed sum to the Independent Certifier within twenty [(20)] Business Days of the expiry of any notice issued pursuant to clause 4.5 in respect of such sum, the Independent Certifier may issue a further written notice to the Authority and the Service Provider specifying that the payment remains outstanding (the Second Notice) and if payment is not made within [twenty (20)] Business Days of receipt of the Second Notice the Independent Certifier may issue a further written notice terminating this Deed with immediate effect.

6.7  Termination of this Deed shall not affect the continuing rights and obligations of the Service Provider, the Authority and the Independent Certifier under clause 7 (Confidential Information and Copyright), 8 (Professional Indemnity Insurance), 5 (Limitations on Authority), 17 (Dispute Resolution Procedure) and this clause 6 or under any other clause which is expressed to survive termination or which is required to give effect to such termination or the consequences of such termination.