Common use of Monitoring and Inspection Clause in Contracts

Monitoring and Inspection. The Private Party shall ensure that a full and accurate set of records is kept of all Services performed in terms of this Agreement for a period of 5 (five) years after the provision of any such Services. In addition the Private Party shall, in order to enable the NDoT to determine whether the provisions of this Agreement are being complied with: provide the NDoT with such information as it may reasonably require; allow the NDoT to inspect and take copies of any documents of the Private Party relating to the Services, including all data, information, procedures, event logs, transaction logs, audit trails, books, records, contracts and correspondence; allow the NDoT or its authorised representatives to conduct interviews with any of the Private Party ’s employees, subject to reasonable notice being given and the Private Party's employees consenting thereto; and allow the NDOT or its authorised representatives to physically inspect the Private Party’s infrastructure and sstests in as as far aas they are utilised or copontribute to provisiong of the service. Where any information required for the inspection in terms of this Clause 37is kept by means of a computer, the Private Party shall give the NDoT such reasonable assistance it requires to facilitate inspection and the taking of copies of the information in a visible and legible form or to inspect and check the operation of any computer and any associated apparatus or material that is or has been in use in connection with the keeping of the information. Any information required to be provided to the NDoT pursuant to this Clause 37 shall be provided by the Private Party, at the Private Party’s cost, in such form (including a form otherwise than in writing) as the NDoT may reasonably specify. Where, pursuant to any provision contained in this Clause 37, the Private Party is required to allow the NDoT to inspect or take copies of any item of any description the relevant party shall allow the NDoT, or its authorised representatives, such access to any premises of such parties as is necessary to enable the NDoT to inspect or take copies of the items. The cost of any inspection contemplated in terms of this Clauseshall be for the account of the NDoT unless any material irregularity or failure on the part of the Private Party is determined by the NDoT in the course of such inspection. The inspection contemplated in this Clause 37 will be conducted:- during Business Hours; with the minimum of interference in the provision of the Services and the Private Party’s other operations. OCCUPATIONAL HEALTH AND SAFETY The Private Party shall maintain proof of compliance with the Occupational Health and Safety Act and produce the same to the NDoT within 24 (twenty four) hours of a request for same. OWNERSHIP IN THE PRIVATE PARTY The Private Party shall ensure that:- it complies in all respects with the provisions set out in Schedule5(Target Group Terms); for the duration of the Project Term the target for Black Equity in the Private Party (the “Minimum Black Equity”) set out in in Appendix 5 (Target Group Terms) shall be adhered to and such Equity shall rank at least pari passu with the voting Equity held by the Shareholders who are not Black People or Black Enterprises; and the Black Shareholders shall be entitled to earn a return on their investment in the Project consistent with the returns forecast in the Financial Model, through their participation in the Distributions declared by the Private Party from time to time provided that if the returns are less than or greater than the returns forecast in the Financial Model the Black Shareholders shall earn pro-rata less or more than the returns forecast in the Financial Model. The Target Group Report shall set forth in relation to each Shareholder on a quarterly basis during the Project Term:- the Equity ownership of that Shareholder and details of all changes whatsoever in such ownership in that Financial Year (including, without limitation, changes effected through any acquisition or disposal of issued shares, or through any subscription for new shares); the Shareholder Loans of that Shareholder and details of all changes in the amount of such Shareholder Loans in that Financial Year (including, without limitation, changes effected through repayments); the voting rights attaching to all classes of Equity owned by that Shareholder in that Financial Year; and details of all Distributions declared to and received by that Shareholder in that Financial Year. PRIVATE PARTY MANAGEMENT CONTROL The Private Party shall ensure that for the duration of the Project Term it complies with the targets set out in in Appendix 5 (Target Group Terms) as they relate to Private Party management control. The Private Party shall comply with the Employment Equity Act and implement its current employment equity plan, as substituted from time to time in accordance with that Act. The Private Party shall furnish the NDoT with:- each successive employment equity plan submitted by the Private Party in accordance with the Employment Equity Act within 10 (ten) Business Days following the date of submission of that plan; and a copy of each report submitted by the Private Party to the NDoT of Labour (or its successor) pursuant to section 21 of the Employment Equity Act within 10 (ten) Business Days following the date of submission of that report. PRIVATE PARTY SKILLS DEVELOPMENT The PrivateParty shall meet its skills development plan in accordance with Appendix 5 (Target Group Terms) and the targets set out in therein in relation to skills development each Subcontractor shall meet the annual skills development targets set forth in in Appendix 5 (Target Group Terms) hereto and shall apply no less than an amount equal to 5% (fivepercent) of the aggregate of the Private Party and SubcontractorExpenditure on learning programmes and learnership in the learning programmes for employees as a percentage of leviable amount. The Private Party shall include in its Target Group Report, on an quarterly basis:- a complete statement as to whether it has met or exceeded the targets set forth in in Appendix 5(Target Group Terms); a complete statement of all targets set forth in the skills development plan for that Financial Year that have been achieved by the Private Party in that Financial Year, together with details of the costs incurred by the Private Party in that Financial Year in respect of such targets; a complete statement of all targets (if any) set forth in the skills development plan for that Financial Year that have not been achieved by the Private Party in that Financial Year, together with the Private Party’s reasons for not achieving these targets; details of the portion (if any) of its Annual Skills Development Commitment for that Financial Year not applied by the Private Party towards the implementation of any of its skills development targets for that Financial Year, together with the Private Party’s reasons for not applying the full Annual Skills Development Commitment in that Financial Year; and verification of the skills development elements of the Target Group Report by the auditor of the Private Party. The Target Group Report shall set forth, in relation to each Subcontractor, on an quarterly basis, the information set out in this Clause 42. The Target Group Report shall include the validation of the employment equity contributions as set out in this Clause by the respective auditors of the Private Party and the Subcontractors.