[Note: Timing of appointment and role of Independent Reviewer to be considered on a project specific basis.]
(a) (Project Co to seek tenders): Following initial consultation with the State in relation to the number and identity of appropriate firms from which to seek tenders, Project Co must seek tenders from firms to perform the Independent Reviewer role, and each tender procured must:
(i) address the requirements set out in clause 8.1(b);
(ii) include details of all proposed fees and costs, which must be capable of evaluation;
(iii) disclose any details of any current or proposed downstream role; and
(iv) include any other information the State reasonably requires.
(b) (Project Co nominates 3 firms): No later than 20 Business Days prior to Financial Close, Project Co must nominate 3 firms that have submitted tenders to Project Co, each of which must:
(i) have appropriate qualifications and experience;
(ii) have no interest or duty which may conflict with the role of the Independent Reviewer under this Deed;
(iii) indicate its willingness to execute the Independent Reviewer Deed of Appointment without substantial amendment; and
(iv) have professional indemnity insurance in accordance with the requirements of the Independent Reviewer Deed of Appointment.
(c) (State's rights): The State may request additional information from Project Co in respect of the shortlisted firms and may conduct interviews, jointly with Project Co, with any of the firms nominated by Project Co.
(d) (Appointment): The State may nominate one of the firm's selected by Project Co as the Independent Reviewer and the State and Project Co must then jointly engage that firm to act as the Independent Reviewer under this Deed.
(e) (Role): The role, functions, rights and liabilities of the Independent Reviewer and the parties' rights and obligations in connection with the Independent Reviewer are set out in the Independent Reviewer Deed of Appointment.
(f) (Period of Appointment): The Independent Reviewer will be appointed until [12] months after the Date of Commercial Acceptance. [Note: Period to be determined on a project specific basis and should align with any defects liability period.]
(g) (Not agent): The Independent Reviewer is appointed jointly by the parties and will act independently and not as an agent of either party.
(h) (State refusal): If the State, acting reasonably, refuses to select one of the 3 firms nominated by Project Co within 10 Business Days after Project Co's nomination in accordance with clause 8.1(b), Project Co must, within 5 Business Days after receiving notice from the State of that refusal, nominate 3 other firms in accordance with clause 8.1(a) and the process set out in clauses 8.1(a) to 8.1(d) will reapply.
(i) (Costs): Subject to clause 8.1(j)(i), the State and Project Co must each pay an equal portion of the costs and expenses of the Independent Reviewer in accordance with the Independent Reviewer Deed of Appointment (excluding any payments due to the Independent Reviewer in respect of any Downstream Independent Reviewer Functions which, as between the State and Project Co, must be paid by Project Co).
(j) (Costs for reports): Subject to clause 8.2(h) and provided it has obtained the prior consent of the other party, either party may require the Independent Reviewer to prepare a report not otherwise required by this Deed or the Independent Reviewer Deed of Appointment, and:
(i) the costs of the Independent Reviewer of preparing such an additional report must be paid directly by the party requesting the report; and
(ii) a copy of that additional report must be provided by the Independent Reviewer to both parties.