(a) (Audit report): Project Co must provide to the State, within 30 Business Days after the end of each Operating Year, an audit report, prepared as a minimum on a "negative assurance basis" by an independent and reputable auditor approved by the State (such approval not to be unreasonably withheld or delayed), who has audited the Performance Data and the Operational Phase Reports for that Operating Year.
(b) (Performance Audit Notice): At any time up to 36 Months after the end of any Operating Year, but no later than 12 Months after the Expiry Date, the State may give notice to Project Co requiring an audit of the Performance Data, the Operational Phase Reports or the application of the Payment Schedule in connection with that Operating Year to verify their accuracy (Performance Audit Notice).
(c) (Performance Auditor): If the State gives Project Co a Performance Audit Notice:
(i) the State must appoint and notify Project Co of a person to conduct the audit and provide an audit report (Performance Auditor), and subject to clause 15.5(e)(ii), at the State's cost and on terms reasonably determined by the State; and
(ii) Project Co must, and must procure that any Project Co Associate, within a reasonable period, make the Performance Data, the Operational Phase Reports and any information related to the application of the Payment Schedule available, and provide all necessary assistance (including access to senior management and personnel as reasonably required by the Performance Auditor) to the Performance Auditor.
(d) (Inaccurate Performance Data or Operational Phase Report): If:
(i) a report provided to the State under clause 15.5(a); or
(ii) the report prepared by the Performance Auditor under clause 15.5(c)(i),
reveals that the Performance Data or an Operational Phase Report is not accurate, Project Co must fix the inaccuracy and reissue the relevant data or report to the State within 5 Business Days after Project Co receives the relevant report.
(e) (Inaccurate payment or abatement): Without limiting the State's other rights under this Deed as a consequence of any such inaccuracy, if the report prepared by the Performance Auditor under clause 15.5(c)(i) reveals that:
(i) an Abatement is not correct or that the Payment Schedule has not been correctly applied, the State may adjust subsequent Service Payments to accurately reflect any Abatement or payment that should or should not have been made but for the inaccuracy; or
(ii) an Abatement is not correct or that the Payment Schedule has not been correctly applied or the Performance Data or an Operational Phase Report is not accurate, in each case in all material respects, Project Co must reimburse the State for any costs of the Performance Auditor paid by the State in connection with:
A. the relevant audit; and
B. the next audit to be undertaken as a consequence of the Performance Audit Notice,
and such amounts will be a debt due and payable by Project Co to the State.