(a) (Minor Works Notice): The State or the Operator may at any time during the Operational Phase notify the Services Contractor (with a copy to Project Co) of any Minor Works required to be performed by way of a notice entitled 'Minor Works Notice' (Minor Works Notice).
(b) (Minor Works Quote): Within 5 Business Days after receipt by the Services Contractor of a Minor Works Notice, Project Co must procure that the Services Contractor prepares and submits for approval by the State or the Operator (as applicable) a statement entitled 'Minor Works Quote' which must set out:
(i) the proposed Minor Works Price, which must:
A. be a fixed lump sum price unless otherwise agreed with the State or the Operator (as applicable);
B. be calculated on an open book basis in accordance with the Change Compensation Principles;
C. reflect the actual cost properly and reasonably to be incurred by the Services Contractor that are directly attributable to:
1) procuring and installing any goods required to achieve completion of the Minor Works; and
2) labour or provision of services by Subcontractors engaged by the Services Contractor to perform the Minor Works; and
D. not include:
1) the cost of procuring goods purchased or supplied by the Operator; or
2) the cost of labour or the provision of Services by Subcontractors where this could reasonably have been expected to be provided by a Subcontractor as part of the Services being undertaken by those Subcontractors at the relevant time);
(ii) a breakdown of the proposed Minor Works Price including with respect to goods, services, labour, equipment, materials, subcontract costs and any recurring costs to reflect the components identified in clause 31.2(b)(i) above and otherwise to facilitate review by the Operator or the State;
(iii) an estimate of the time required to complete the proposed Minor Works;
(iv) details of any Subcontractors proposed to be engaged to implement the Minor Works;
(v) details of the impact, if any, of the Minor Works on:
A. Project Co's ability to comply with this Deed;
B. the undertaking of the Functions; or
C. the occupation and operation by the State or any State Associate of the Maintained Assets;
(vi) whether the sum of the proposed Minor Works Price and all other payments paid or payable for Minor Works undertaken in accordance with this clause 31.2 in that Operating Year will exceed the Minor Works Limit and if not, the amount available for future Minor Works in that Operating Year; and
(vii) any other particulars reasonably requested by the State or the Operator (as applicable),
(c) (State must respond to Minor Works Quote): The State must, or must ensure that the Operator:
(i) advises the Services Contractor in writing (with a copy to Project Co) and within a reasonable time of receiving a Minor Works Quote which complies with the requirements of clause 31.2(b), whether or not the Minor Works Quote is approved by the State or the Operator (as applicable); and
(ii) if the State or the Operator approves the relevant Minor Works Quote, pays the Services Contractor in accordance with clause 31.8 if the Minor Works Limit will be exceeded.
(d) (Minor Works Quote not approved): If the State or the Operator notifies the Services Contractor that it does not approve the Minor Works Quote under clause 31.2(c), then the State or the Operator (as applicable) may:
(i) elect not to proceed with the proposed Minor Works;
(ii) without limiting clause 31.1(b), proceed to implement the works itself through subcontractors chosen by the State or by engaging a third party to carry out the required works, in which case the works will not be Minor Works for the purposes of this clause 31 or any other provision of this Deed; or
(iii) take such other course of action it considers necessary in the circumstances.
(e) (Minor Works Quote approved): If the State or the Operator (as applicable) notifies the Services Contractor that it approves the Minor Works Quote under clause 31.2(c), Project Co must ensure that the Services Contractor carries out the Minor Works in accordance with that Minor Works Quote.
(f) (No liability to Project Co or Services Contractor if Minor Works Quote not approved): Project Co:
(i) must procure that the Services Contractor will not begin work; and
(ii) will not be entitled (and will procure that the Services Contractor has no entitlement) to make any Claim against the State or the Operator in respect of any proposed Minor Works,
until such time as a Minor Works Quote has been approved by the State under clause 31.2(c).