Tollroad User Service and Toll Management Audits. (a) (Annual audits): (i) Each Franchisee will be subject to annual audits to determine whether the Franchisee is providing: A. Tollroad User Services and Tollroad User Complaints resolution to the level required by clauses 12.6 and 12.9 and in accordance with the requirements of the Performance Specification (Tollroad User Service Audit); and B. Toll Management in accordance with the requirements of the Performance Specification (Toll Management Audit). (ii) Each Franchisee must fully and promptly co-operate with: A. the Tollroad User Service Auditor to allow the Tollroad User Service Auditor to carry out the Tollroad User Service Audit in the manner it considers necessary; and B. the Toll Management Auditor to allow the Toll Management Auditor to carry out the Toll Management Audit in the manner it considers necessary. (b) (Auditors): (i) The State and the Franchisees must appoint an independent auditor to conduct the Tollroad User Service Audit (Tollroad User Service Auditor) within 60 Business Days of the Commencement Date. If the parties have not agreed on the person who should be the Tollroad User Service Auditor by the date for appointment of the Tollroad User Service Auditor, then the parties must appoint the Queensland Auditor General to be the Tollroad User Service Auditor. (ii) The Tollroad User Service Auditor may conduct the Tollroad User Service Audit as he or she considers necessary to determine whether each Franchisee is meeting the required level of Tollroad User Services and Tollroad User Complaints resolution in accordance with clauses 12.6 and 12.9 and the Performance Specification. (iii) The State and the Franchisees must appoint an independent auditor to conduct the Toll Management Audit (Toll Management Auditor) within 60 Business Days of the Commencement Date. If the parties have not agreed on the person who should be the Toll Management Auditor by the date for appointment of the Toll Management Auditor, then the parties must appoint the Queensland Auditor General to be the Toll Management Auditor. (iv) The Toll Management Auditor may conduct the Toll Management Audit as he or she considers necessary to determine whether each Franchisee is meeting the required level of Toll Management in accordance with the Performance Specification. (v) The same independent auditor can be appointed as both the Tollroad User Service Auditor and the Toll Management Auditor. (c) (Audit reports): (i) After having conducted the Tollroad User Service Audit, the Tollroad User Service Auditor must provide a report of the audit to the State and each Franchisee. (ii) After having conducted the Toll Management Audit, the Toll Management Auditor must provide a report of the audit to the State and each Franchisee. (iii) The audit reports: A. may include any information each auditor thinks desirable in relation to matters that are the subject of the audit; B. must set out the reasons for opinions expressed in the report; and C. may include any recommendations arising out of the audit that each auditor thinks fit to make. (iv) The State may (but is not obliged to) publicly disclose the audit reports. (d) (Audit budgets): (i) The State must give each Franchisee at least 45 Business Days notice of the date on which the State proposes that the Tollroad User Service Auditor commences his or her annual audit and the State and the Franchisee, both acting reasonably and using their respective reasonable endeavours, must seek to agree a budget or other fee arrangement which is accepted by the Tollroad User Service Auditor for the scope of work set out in clause 12.11(b)(i) in respect of each Tollroad User Service Audit. (ii) If the budget or other fee arrangement is not agreed in accordance with clause 12.11(d)(ii): A. by the date for appointment of the Tollroad User Service Auditor under clause 12.11(b)(i), the State may instruct the Tollroad User Service Auditor to commence the Tollroad User Service Audit; and
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Sources: Franchise Agreement, Franchise Agreement