(a) (Purpose and notice): If a State Audit involves the Maintained Assets and is to assess whether Project Co is maintaining those Maintained Assets in accordance with the requirements of this Deed (Asset Condition Survey), the State will:
(i) consult with and then notify Project Co at least 10 Business Days in advance of the date on which it wishes to carry out or procure the carrying out of each Asset Condition Survey;
(ii) not undertake the Asset Condition Survey more than once a year after the Date of Commercial Acceptance;
(iii) not undertake an Asset Condition Survey after the appointment of the Handover Reviewer under clause 47.5; and
(iv) notify Project Co of any person it appoints to conduct the Asset Condition Survey and prepare any Asset Condition Survey report.
(b) (Provision of report): The State must provide Project Co with a copy of each Asset Condition Survey report.
(c) (Discussion and agreement): The Project Control Group must discuss the contents of each Asset Condition Survey report provided in accordance with clause 15.4(b) and seek to agree:
(i) any action Project Co must undertake to ensure that it meets the requirements set out in clauses 5.1 and 5.5; and
(ii) the time within which any such action must be undertaken,
within 20 Business Days after Project Co receives the Asset Condition Survey report.
(d) (State direction): To the extent that the parties are unable to reach an agreement in accordance with clause 15.4(c), the State Representative may (acting reasonably and in accordance with the findings of the Asset Condition Survey) direct Project Co as to:
(i) any action Project Co must undertake to meet the requirements referred to in clauses 5.1 and 5.5; and
(ii) the time in which any such action must be undertaken by Project Co.
(e) (Costs): Project Co will not be liable for any costs incurred by the State in performing an Asset Condition Survey in accordance with this clause 15.4 (including the cost of any person the State appoints in accordance with clause 15.4(a)(iv)), unless the Asset Condition Survey establishes that Project Co has breached a material obligation under this Deed or has breached this Deed in a way that has a material impact on the State, any State Associate or the Functions, or has acted improperly in the performance of any of the Project Activities, in which case, the State's reasonable costs of performing the Asset Condition Survey must be paid by Project Co as a debt due and payable by Project Co to the State.