(a) (Replacement): If:
(i) the Independent Reviewer Deed of Appointment is terminated; or
(ii) the Independent Reviewer is, for any reason, not appointed or ceases to act as the Independent Reviewer in accordance with the State Project Documents,
then the parties must:
(iii) jointly appoint another person to act as Independent Reviewer agreed in accordance with clause 8.4(f) or selected by the State in accordance with clause 8.4(g); and
(iv) enter into an Independent Reviewer Deed of Appointment with that new or replacement Independent Reviewer on substantially the same terms as the Independent Reviewer Deed of Appointment.
(b) (State nominates up to 5 firms): If a new or replacement Independent Reviewer is required in accordance with clause 8.4(a), the State must provide Project Co with a notice setting out up to 5 firms which the State considers appropriate to act as Independent Reviewer.
(c) (Project Co nominates 3 firms): Within 10 Business Days after receipt of the State's notice under clause 8.4(b), Project Co must nominate 3 firms out of the firms listed in the State's notice from whom the State may seek a proposal, each of whom 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;
(iv) have professional indemnity insurance in accordance with the requirements of the Independent Reviewer Deed of Appointment; and
(v) provide such information in relation to fees and other matters as the State reasonably requires.
(d) (State refusal): If the State, acting reasonably, refuses to seek a proposal from one of the 3 firms nominated by Project Co in accordance with clause 8.4(c) within 10 Business Days after Project Co's nomination, Project Co must, within 5 Business Days after receiving notice from the State of that refusal, nominate a firm to replace that firm which satisfies the requirements set out in clause 8.4(c).
(e) (Proposals): The State must, on behalf of the State and Project Co, seek proposals from each of the 3 firms nominated by Project Co in accordance with clause 8.4(c) or clause 8.4(d) (as applicable), and each proposal procured must:
(i) address the requirements set out in clause 8.4(c);
(ii) include details of all proposed fees and costs, which must be capable of evaluation on an open book basis;
(iii) disclose any details of any current or proposed downstream role; and
(iv) include any other information the State reasonably requires.
(f) (State and Project Co select): The State and Project Co must seek to agree to the selection of an Independent Reviewer from the firms that have submitted a proposal in accordance with clause 8.4(e) within 30 Business Days after receiving the last of those proposals.
(g) (State selection): If no agreement is reached by the State and Project Co in accordance with clause 8.4(f), the State will select the Independent Reviewer from the firms that have submitted a proposal in accordance with clause 8.4(e).
(h) (Not an agent): The Independent Reviewer is appointed jointly by the parties and will act independently and not as an agent of either party.
(i) (Decisions of previous Independent Reviewer): The new or replacement Independent Reviewer appointed under clause 8.4(a) is bound by the exercise of any functions exercised or decisions made by the State or Project Co or the prior Independent Reviewer where such functions were exercised or decisions were made under this Deed or the Independent Reviewer Deed of Appointment.