williams river holiday park management contract … w… · the recruitment and selection process...

WILLIAMS RIVER HOLIDAY PARK MANAGEMENT CONTRACT 2019 – 2023

Williams River Holiday Park, Management Contract, 2019 - 2023 of 35

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Contents

Advertisement ................................................................................................................................. 4

How to apply .................................................................................................................................... 6

Selection criteria .............................................................................................................................. 6

1 Organisational and Purpose Context ....................................................................................... 6

3 Duties ....................................................................................................................................... 7

4 Personal Characteristics .......................................................................................................... 7

Park Overview ................................................................................................................................. 8

Draft management contract ............................................................................................................. 9

1. DEFINITIONS .......................................................................................................................... 9

2. ENGAGEMENT ...................................................................................................................... 11

3. SERVICES ............................................................................................................................. 11

4. INSURANCE AND LIABILITY ................................................................................................ 13

5. ACCOMMODATION .............................................................................................................. 14

6. OPERATIONAL EXPENSES ................................................................................................. 14

7. CONTRACTOR’S EMPLOYEES ........................................................................................... 15

8. PAYMENT .............................................................................................................................. 16

9. MANAGER’S ABSENCE ........................................................................................................ 17

10. CONFIDENTIAL INFORMATION ....................................................................................... 17

11. TERM AND TERMINATION ............................................................................................... 18

12. DISPUTE RESOLUTION .................................................................................................... 20

13. MISCELLANEOUS PROVISIONS ...................................................................................... 21

SCHEDULE ................................................................................................................................... 24


Advertisement Dungog Shire Council is seeking an energetic and motivated team to manage the Williams River Holiday Park at Clarence Town. About the Williams River Holiday Park The Williams River Holiday Park is a 110 site park directly adjacent to the Williams River at Clarence Town. Ten primitive camping sites at the Wharf Reserve – also in Clarence Town – are proposed to come on line later this year. The Holiday Park comprises a combination of powered and unpowered sites that are fully compliant with relevant legislation and is located on a prime site within the Bridge Reserve at Clarence Town. The Bridge Reserve is a mix of Crown Land first gazetted on 10 January 1903, additional Crown Land gazetted in 1959 and community land in the high hazard floodway purchased by Dungog Shire Council on 6 May 1975. The current area of operation of the Holiday Park is identified by red outline on the following plan.

Council is also in the process of investigating the provision of access to a limited number of primitive camping sites at the Wharf Reserve. The Wharf Reserve is located a short distance from the Holiday Park (please refer to the map below).

It is intended that the Park managers also manage the primitive camping should it eventuate. Position requirements You will be required to undertake all activities at the park including office reception, site bookings at the Williams River Holiday Park and at Wharf Reserve, amenities cleaning, grounds maintenance, asset maintenance, provision of holiday activities and marketing.


The qualities you will bring to the role You:

Are a self-starter with a strong sense of responsibility

Are hands on, proactive and strategic and focused on the smooth operation of the Park

Have an even temperament and can remain cool-headed under pressure

Have demonstrated experience managing a holiday park or similar

Are prepared to work weekends and, if necessary, after hours

Are prepared to be on call

Are passionate about being a part the Caravan Park industry / Visitor Economy. This contract is for a four-year period commencing on Mid November / early December 2019. An attractive remuneration package is on offer. The package includes a base payment plus incentive payments calculated on the level of monthly (four weekly) income generated by the Park. Basic onsite accommodation for the Park Managers is provided as part of the contract. How to apply Please download the information package from Dungog.nsw.gov.au and email your application, including covering letter, Curriculum Vitae and statement addressing the selection criteria to [email protected] Enquiries For further information please contact Jakob Gray, Manager Business Strategy and Investment, on (02) 4995 7777. Closing date 5 pm, Friday 1st November 2019


How to apply Please read the following carefully as it is designed to assist you to understand the selection process. What to include in your application?

A covering letter addressed to the General Manager, Dungog Shire Council.

A clear and brief Curriculum Vitae for each applicant.

A separate document addressing your qualifications and experience against each o the essential, highly desirable and desirable criteria. This is clearly stated in the Selection Criteria Description.

When addressing the selection criteria it is not sufficient to state that you meet the criteria. You must demonstrate that you meet each selection criteria by using relevant examples to substantiate your claim. This means clear statements that describe how you consider yourself suitable against each selection criteria. As applicant, it is your responsibility to demonstrate how you meet the selection criteria.

If your application does not address or meet the selection criteria your application may not be considered. Note: The Contractor must hold a current Australian Business Number ABN. How to apply Applications must be submitted via email to: [email protected] All applications must be received by 5 pm on 1st November 2019. The recruitment and selection process You will be contacted within 14 days from the closing date of the advertisement, by email or telephone if you are to receive an interview. A pre-employment Medical Examination of the successful applicant/applicants will be required before commencement of the management contract. Enquiries Please direct enquiries to Jakob Gray, Manager Business Strategy and Investment, on 02 4995 7777.

Selection criteria 1 Organisational and Purpose Context The Williams River Holiday Park is a business unit of Dungog Shire Council. Located on a mix of Crown and Council owned land the Park has been operating on a formal basis as a caravan park


and camping area for over sixty years and is firmly entrenched as a favoured stop off and holiday location for event participants and visitors to the area generally. The Holiday Park is currently being revitalised and Council has long term plans to significantly upgrade the facilities on site. 2 Key Selection Criteria Essential

Demonstrated experience in the management of a caravan / holiday park

Well developed oral and written communication and inter personal skills with a demonstrated ability to relate effectively with people from diverse backgrounds.

Demonstrated understanding of and ability to provide excellent customer service

Knowledge of statutory provisions as they apply to holiday / caravan park operations

Experience in the use of a Booking Reservation Management System including online bookings

Experience in the use of the Microsoft Office suite of applications

Knowledge of Work Health and Safety legislation, regulations and responsibilities.

Current NSW Driver’s Licence.

Current Australian Business Number (ABN). Highly Desirable

Experience in budget development and control

Demonstrated successful negotiation and problem solving skills. Desirable

General knowledge of tourism marketing and promotion procedures. 3 Duties

As set out in the Management Contract 4 Personal Characteristics

Honest and trustworthy

Conscientious and hard working

Results and Service orientated

Positive

Respectful of others

Loyal to staff and the Council

Willing to embrace change.


Park Overview Williams River Holiday Park

Location: Durham Street Clarence Town NSW Land description The Holiday Park is situated on a mix of Crown and Council owned land. TripAdvisor Rating The site is currently unrated. Management Contract Managers operate the park under the administration of Council via a 3 year contract. Land Zoning Zone RE1 Public Recreation and E3 Environmental Management. Caravan Parks permissible with the consent of Council. Regulated under Section 68 of the Local Government Act. Sites

7 long term casual sites 22 powered sites 108 unpowered / camp sites 1 amenities block with plans in place for an additional amenities block. Amenities also

available in neighbouring One on site barbecue with additional barbecue and picnic facilities directly adjacent to the

Holiday Park at Lions Park Directly adjacent to the Williams River Within walking distance of Clarence Town Bowling Club and other amenities. Potential and future sites at Wharf Reserve for primitive camping.

Financial The Park generates revenue of $100,000 to $150,000+ per annum which is used for the operation, management and capital improvement of the park.


Draft management contract PLEASE NOTE THIS IS A DRAFT CONTRACT

Williams River Holiday Park Management Agreement This is a Management Agreement between the Council, the Contractor, and the Manager. 1. DEFINITIONS 1.1. Definitions In this Agreement: Business means the day-to-day management of the holiday park owned by the Council and located at the Premises. Business Day means any day except a Saturday, Sunday, or a gazetted public holiday in New South Wales. Claims means all claims, suits, proceedings, actions, demands, losses, costs (including legal costs), damages, expenses and all other liabilities of every kind. Commencement Date means the commencement date specified in the Schedule. Commission means the amounts set out in clause 8.2 of this Agreement. Confidential Information includes any documentation or information marked as confidential and any information received or developed during the course of the Contractor’s engagement by the Council, which is not publicly available and relates to the business information used by the Council in the course of the Council’s business including all trade secrets, business, financial and marketing plans and material, supplier, client and customer information, employee details, and any third party information and documentation that the Council discloses to the Contractor which the Council is obliged to keep confidential. Contractor means the entity specified as the Contractor in the Schedule. Council means the entity specified as the Council in the Schedule. Dispute means any dispute arising out of or relating to this Agreement, but does not include a dispute over the termination of the Agreement by a party. Employee means any person employed by the Contractor other than the Manager. Fee means the fee specified in the Schedule. GST means the applicable rate of goods and services tax imposed pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) and the regulations thereunder. Holiday Parks Act means the Holiday Parks (Long-term Casual Occupation) Act 2002.


Improvements means any modifications, or changes to, improvements in, developments from or additions to the Intellectual Property. Intellectual Property means all intellectual property rights of every kind including all patents, trademarks, copyright, designs, service marks, trade names, domain names, symbols, logos, common law rights, moral rights (if applicable) and any applications relating to any of the foregoing, whether presently existing or otherwise, whether registered or not, whether registrable or not, and any Improvements. Insolvency Event means, in respect of the relevant party, any of the following: (a) a receiver, liquidator, provisional liquidator, controller or any form of external administrator

being appointed to or over it or in respect of any of its assets

(b) entering into a scheme, arrangement, agreement or compromise with its creditors by it

(c) calling a meeting of creditors or becoming bankrupt or insolvent or having a winding-up or bankruptcy petition presented against it

(d) an application or order being made to a court or a resolution being passed for its winding-up, or

(e) anything analogous or having a substantially similar effect to any of the events specified above under the laws of any applicable jurisdiction.

Local Government Act means the Local Government Act 1993. Long-term Casual Occupant means an occupant under an occupation agreement to which the Act applies. Manager means the person specified as the manager in the Schedule, who is employed or engaged by the Contractor to perform the Services on behalf of the Contractor. Parties means the Council and the Contractor. Personnel means all officers and employees. Premises means the holiday park address specified as the premises in the Schedule. Regulation means the Local Government (Manufactured Home Estates, Caravan Parks, Camping Grounds and Moveable Dwellings) Regulation 2005. Resident means a permanent resident of the Premises. Services means the services set out in clause 3.1 of this Agreement. Subcontractor’s Statement means the document set out in Annexure 6. Term means the period commencing on the start date and ending on the end date specified in the Schedule, unless terminated earlier in accordance with clause 11. Tourist means a short-term occupant who occupies a site at the Premises for no more than 150 days in any 12-month period. Visitor means a day visitor who attends the Premises for general leisure, recreational and social purposes.


2. ENGAGEMENT 2.1. Engagement The Council engages, and the Contractor accepts such engagement, to provide the Services in accordance with the provisions of this Agreement. 2.2. Term This Agreement operates for the Term even if this Agreement is signed by the parties following the start date 2.3. Exclusivity Given the nature and conditions of the Services required to be performed by the Contractor, the Contractor and the Manager may not provide any other external services to any third parties during the Term without the prior written approval of the Council. 2.4. Not an Employee of the Council The Contractor is engaged as an independent contractor and the Parties agree that:

(a) nothing in this Agreement is to be construed as creating any relationship of employee/employer, partnership, joint venture, or principal/agent between:

(i) the Manager and any Employee on the one hand, and

(ii) the Council on the other hand.

(b) any payments made to the Contractor under this Agreement is not a form of salary or wage.

3. SERVICES 3.1. The Services The Contractor shall provide the following Services to the Council:

(a) undertake the specified duties and services set out in Annexure 1 to this Agreement

(b) undertake regular and systematic inventory checks of the Council’s assets set out in Annexure 2, and update the Council’s asset register in accordance with the Council’s applicable policies and procedures;

(c) undertake regular and systematic inventory checks of the Council’s tools and equipment set out in Annexure 3;

(d) perform regular and systematic maintenance to the Premises in accordance with the Maintenance Program set out in Annexure 4 to this Agreement;

(e) keep and maintain books of account accurately setting out details of all monies received and paid and all bills drawn or accepted in connection with the Business, where copies of all such books are safely located on the Premises and accessible at all times to an authorised representative of the Council, and

(f) perform any other ancillary or related services as requested by the Council from time to time and/or such other services as are agreed between the Contractor and the Council from time to time.


3.2. Provision of the Services The Contractor:

(a) will provide the Services to the Council within the timeframes specified by the Council or, if no timeframes are specified, within a reasonable time frame and will adequately meet the needs of the Council

(b) understands there is no volume commitment as to the amount or frequency of Services to be provided, and

(c) understands the Services may be required to be performed on both business days and non-business days.

3.3. Engagement of Manager

(a) The Contractor shall undertake the services directly or may employ or engage a Manager to perform the Services on behalf of the Contractor

(b) The Manager must remain employed or engaged by the Contractor for the Term of this Agreement.

(c) If the Manager is engaged by the Contractor pursuant to a contract for services, the Contractor must provide the Council with a duly completed Subcontractor’s Statement within three (3) days of the commencement of this Agreement.

3.4. Standard of Services The Contractor must:

(a) perform the Services with due diligence, in a professional manner, to a high standard, and in accordance with all applicable laws;

(b) undertake and perform the Services in any reasonable manner it sees fit but so that it:

(i) attempts to serve the Council’s best interests;

(ii) meets timeframes specified by the Council in consultation with the Contractor;

(iii) abides by any reasonable directions issued by the Council; and

(iv) complies with the requirements of this Agreement.

(c) ensure that it has, and will at all times maintain, appropriate licences, accreditations, qualifications, skills, training, experience and expertise to provide the Services; and

(d) complete and provide such documentation as is reasonably required by the Council in relation to the Services in accordance with timeframes required by the Council.

3.5. Obligations of Manager (if appointed by contractor) The Contractor must:

(a) ensure that the Manager comply with clause 3 and this Agreement

(b) ensure that the Manager has, and will at all times maintain, appropriate licences, accreditations, qualifications, skills, training, experience and expertise to perform the Services on behalf of the Contractor

(c) ensure any insurances required of the Contractor cover the Manager.


The Contractor and the Manager acknowledge that the Manager is not an employee of the Council and shall not be entitled to receive any wage or salary, paid leave, or superannuation contributions from the Council. 3.6. Liability Without limiting any indemnity under this Agreement, the Contractor is liable for:

(a) any loss, damage or destruction of any of the Council’s property

(b) any loss or damage to, or costs associated with, the delayed return or nonreturnof the Council’s property, and

(c) any Claims arising out of, or in connection with, any personal injury, illness or death to any person or damage to any property or any other loss or damage of any kind whatsoever while performing the Services to the extent caused or contributed to by the Contractor, the Manager, or any other Employee employed by the Contractor.

4. INSURANCE AND LIABILITY 4.1. Insurance

(a) The Contractor must at all times during the Term take out and maintain the following policies of insurance:

(i) all insurances required by law

(ii) worker’s compensation insurance (if required by law)

(iii) public liability insurance (on an occurrence basis) for at least $20 million per event

(iv) professional indemnity insurance for at least $2.5 million per event, and

(v) such other insurances as are reasonably specified by the Council

(b) The Contractor must provide the Council with certificates of currency evidencing these insurances whenever requested.

4. 4.2. Compliance with Applicable Laws The Contractor will comply, as necessary, with the provisions of the following legislation (as amended):

(a) Fair Work Act 2009 (Cth)

(b) Work Health and Safety Act 2011 (NSW)

(c) Holiday Parks (Long Term Casual Occupation) Act 2002 (NSW)

(d) Local Government (Manufactured Home Estates, Caravan Parks, Camping Grounds and Movable Dwellings) Regulation 2005 (NSW)

(e) Residential (Land Lease) Communities Regulation 2015 (NSW)

(f) Residential (Land Lease) Communities Act 2013 No 97 (NSW)

(g) Residential Tenancies Act 2010 (NSW)

(h) Corporations Act 2001 (Cth) (if the Contractor is not a natural person)

(i) Superannuation Guarantee (Administration) Act 1992 (Cth)

(j) Superannuation Guarantee Charge Act 1992 (Cth), and


(k) Anti-Discrimination Act 1977 (NSW) (and its federal equivalents). 4.3. Indemnity

(a) The Contractor indemnifies the Council against all losses, costs and expenses (including legal fees) which the Council may incur by reason of:

(i) any breach of any term of this Agreement, or

(ii) any negligent or wilful act or omission by the Contractor, the Manager, or any other Employee employed by the Contractor

(b) The Council is entitled to deduct any monies payable by it towards satisfaction of this indemnity

(c) Each of the Council's Personnel is entitled to the benefit of, and to enforce, the provisions of this clause even though they may not be a party to this Agreement.

5. ACCOMMODATION 5.1 Accommodation for Manager The Council will provide the Contractor with a two (2) bedroom house located on the Premises to enable the Manager to live on the Premises. 5.2 Costs of Accommodation In respect of any Accommodation referred to in this clause, the Council will cover the costs of:

(a) reasonable use of electricity and water used at the Accommodation;

(b) reasonable private local telephone calls made at the Accommodation (excluding all international calls), and

(c) the installation, set-up, and use of private internet facilities at the accommodation. 6. OPERATIONAL EXPENSES 6.1 Credit Card The Council shall issue the Contractor with a credit card to enable it to make operational purchases and incur operational expenses in order to satisfactorily perform the services. 6.2 Acceptable use of Credit Card The Contractor must ensure that:

(a) the purchasing card remains at all times within the custody and control of the Manager, or else securely stored on the Premises

(b) access to, and use of the purchasing card is limited to the Manager

(c) use of the purchasing card at all times remains compliant with the Council’s credit card policy (which shall be provided to the Contractor at the time the credit card is issued)

(d) no purchases shall exceed the sum of $1,000.00 in any single transaction unless prior authorisation has been obtained from the Manager Business Strategy and Investment


(e) all invoices are to be certified and presented to Council at the end of the month to allow reconciliation of the credit card transactions.

6.3 Return of Credit Card The Contractor:

(a) acknowledges and agrees that the purchasing card remains the property of the Council, and

(b) shall return the purchasing card to the Council within 48 hours of the termination or expiry of this Agreement.

6.4 Reimbursement of Expenses The Contractor shall not be entitled to be reimbursed for any legitimate operational expenses incurred by it, except with the prior written agreement of the Council. 7. CONTRACTOR’S EMPLOYEES 7.1 Contractor’s Employees The Contractor may employ Employees to assist the Manager with the provision of the Services during the Term, provided that the Assistant Employees employed by it remain subject to the ongoing supervision and direction of the Manager. 7.2 Liability for Assistant Employees The Contractor:

(a) will ensure, and will assume liability for ensuring, that each requirement of the Contractor is performed and complied with by each Employee, and

(b) will ensure that the insurances required of the Contractor covers each Employee employed by the Contractor.

7.3 Provision of Details of Employees

(a) Within sixty days of the commencement of this Agreement, the Contractor shall provide the Council with written details of all Employees employed by the Contractor at that time, and

(b) The Contractor shall notify the Council in writing of any changes to the Employees (whether by way of recruitment, suspension or dismissal) within seven (7) days of such changes taking effect.

7.4 Not Employees of the Council The Contractor agrees and accepts that the Contractor and any persons employed by the Contractor are not employees of the Council. 7.5 No Contracting Out Notwithstanding anything else contained in this clause, the Contractor shall no contract or assign its contractual obligations under this Agreement to any other person or entity without the prior written consent of the Council.


8. PAYMENT 8.1 Fee

(a) Subject to the terms of this Agreement, the Council will pay the Contractor the Fee on a monthly basis during the Term of the Contract

(b) The Fee will be indexed annually on 1 September each calendar year to increase by 2.0% for the term of the Agreement

(c) The initial fee payment will be $6,667 per calendar month plus GST. 8.2 Commission In addition to the Fee, the Council will pay a commission of Fifteen percent (15%) of the gross takings from the letting of sites at the Premises received during the previous calendar. All other income will be retained by Council in its entirety. For the purpose of this clause, “all other income” includes electricity fees paid by long term casual residents and money collected from laundry machines. Income generated by vending machines and other sources directly installed and paid for by the Contractor will remain in its entirety the income of the Contractor. 8.3 GST Unless otherwise stated or agreed:

(a) All Fee and Commission payments are expressed to be exclusive of GST (if GST is applicable), and

(b) The Contractor shall be responsible for remitting any amounts of GST paid by the Council (if GST is applicable) to the Australian Taxation Office.

8.4 Submission of Invoices by the Contractor

(a) Within seven (7) days after the end of each calendar month the Contractor shall render and submit to the Council an Invoice bearing the Contractor’s ABN and which sets out:

(i) the Fee payable pursuant to clause 8.1 in respect of the previous calendar month

(ii) Commission payable pursuant to clause 8.2 in respect of the previous calendar month, and

(iii) the GST payable on the amounts referred to in clause 8.4(a)(i)-(ii) (if GST is applicable).

(b) The Invoice must be accompanied by all necessary documentation the Council reasonably requires to confirm the amount of Commission and reimbursement amounts payable to the Contractor.

8.5 Payment of Invoices by the Council

(a) Subject to any right of deduction or set-off, the Council will pay:

(i) the Invoice, or the undisputed portion of the Invoice, within fourteen (14) days after receiving a copy of the Invoice, or


(ii) the agreed or determined amount of the disputed portion of the Invoice within the later of fourteen (14) days after the date that the Council receives the documentation required by clause 8.4(b) and the date when the dispute is resolved.

(b) For the avoidance of doubt, an amount can be disputed if the Contractor has not met a requirement of this Agreement. The parties must continue to perform their obligations under this Agreement even though an amount is disputed.

8.6 Set-Off The amounts referred to in this clause 8 represents the entirety of the monies and benefits that are or may become payable by the Council under this Agreement. Nevertheless, if it is determined that any other monies or benefits are payable to the Contractor, the Manager, or any other Employee employed by the Contractor, the Contractor agrees that amounts referred to in this clause may be:

(a) specifically applied to offset any further amounts that may otherwise be payable to the Contractor, the Manager, or any other Assistant Employee employed by the Contractor; or

(b) reduced so that the total entitlements payable by the Council will be no more allowing for any such further amounts than beforehand.

9. MANAGER’S ABSENCE 9.1 Process for Relieving Manager In the event that the Manager is required to be absent from the Premises for a period exceeding two (2) days, the Contractor shall ensure that at least seven (7) days before the commencement of the absence, the Manager has:

(a) completed and submitted to the Manager Business Strategy and Investment, the form set out in Annexure 5 to this Agreement, and

(b) has obtained approval from the Manager Business Strategy and Investmentin respect of that period of absence.

10. CONFIDENTIAL INFORMATION 10.1 Acknowledgement The Contractor acknowledges and agrees that:

(a) the Confidential Information is the confidential information of the Council; and

(b) the Contractor, the Manager and any Employee employed by the Contractor, may become acquainted with or have access to such Confidential Information.

10.2 Obligations The Contractor must:

(a) at all times keep secret and confidential the Confidential Information

(b) prevent any unauthorised disclosure to or use by any other person of the Confidential Information


(c) not appropriate, copy, memorise, translate, extract, summarise or in any manner reproduce or reverse engineer any of the Confidential Information

(d) not use the Confidential Information for any purpose other than for the sole purpose of providing the Services to the Council

(e) not disclose the Confidential Information to any third party

(f) not remove any Confidential Information from the Premises

(g) immediately notify the Council of any unauthorised disclosure or use of the Confidential Information of which they become aware and take all steps which The Council reasonably requires in relation to same

(h) treat information or documentation as being Confidential Information if they are uncertain as to whether the information is confidential, and

(i) not store any Confidential Information or Intellectual Property of the Council on any personal devices that can store electronic data including phones, laptops, tablets, computers, CD's and USB sticks; unless the prior written consent of the Council is obtained or this Agreement otherwise permits such action.

10.3 Limitations The Confidential Information does not include information or documentation which:

(a) is generally available in the public domain except where such availability is as a result of a disclosure by the Contractor, the Manager, or any Employee employed by the Contractor, or

(b) is required to be disclosed pursuant to any relevant law or court order that the Contractor, the Manager, or any Employee employed by the Contractor may be subject, on the condition that:

(i) such disclosure shall be limited to the extent required by that relevant law or court order, and

(ii) the Contractor must inform the Council about the proposed disclosure at least three (3) business days before the disclosure occurs.

10.4 Public Statements The Contractor must not make, cause to be made, or authorise, any statement (whether written, verbal, electronic, or otherwise) to the media, press, television or radio:

(a) in relation to the business of the Council without the prior written consent of the Council, or

(b) which disparages the Council and/or its Personnel. 11. TERM AND TERMINATION 11.1 Term This Agreement will operate for the Term, subject to the right of either party to terminate the Agreement in accordance with this clause. 11.2 Event of Default by Contractor This Agreement may be immediately terminated by the Council if the Contractor:


(a) defaults in any of its obligations under this Agreement, and the default:

(i) is not capable of being remedied, or

(ii) is capable of being remedied but is not remedied within five (5) days after the Council provides the Contractor with notice of the default and a direction to remedy the default

(b) fails to comply with any reasonable direction issued by the Council

(c) no longer employs the Manager

(d) becomes incapable of fulfilling its obligations under this Agreement on account of any serious illness or injury affecting the Manager

(e) engages in any act or omission (including by way of its employees) which causes, or in the Council’s opinion is likely to cause, injury to the Business or to the reputation of the Council, or

(f) is subject to an Insolvency Event.

11.3 Event of Default by Council

(a) If the Council defaults in any of its obligations under this Agreement, and the default:

(i) is not capable of being remedied; or

(ii) is capable of being remedied but is not remedied within five (5) days after the Contractor provides the Council with notice of the default and a direction to remedy the default; then the parties shall undertake the Dispute Resolution process set out in clause 12 of this Agreement.

(b) The Contractor must not terminate the Agreement until the Dispute Resolution process has been undertaken or all reasonable attempts to undertake the Dispute Resolution process have been made.

11.4 Termination by Notice In all other cases, this Agreement may be terminated at any time and for any reason by:

(a) the Council giving to the Contractor at least 12 weeks’ written notice of the termination, or (b) The Contractor giving to the Council at least 18 weeks’ written notice of the termination.

11.5 Effect of Termination or Expiration The termination or expiration of this Agreement for any reason:

(a) will not affect any provision of this Agreement expressed or capable of operating or having effect subsequent to termination or expiration including any provisions relating to Confidential Information or Intellectual Property, and

(b) is without prejudice to any accrued right or remedy of a party in relation to any breach or

default by the other party occurring prior to termination or expiration. 11.6 Payment following Termination Within seven (7) days of the termination or expiration of this Agreement for an reason, the Contractor shall render and submit to the Council an Invoice prepared in accordance with clause


8.4, where the Fee is pro-rated based upon the number of days in the calendar month in which the Contractor provided the Services prior to the termination or expiration of the Agreement. 11.7 Return of Property On the earlier of the termination or expiration of this Agreement or upon demand, the Contractor and Manager must immediately return to the Council all documents (written and electronic), equipment and any other items belonging to the Council or which are held by the Council on behalf of a third party. 11.8 Vacation of Premises

(a) Within twenty-one (21) days of the expiration or termination of this Agreement for any reason the Manager, along with their immediate family, vacate any Accommodation provided in accordance with clause 5, unless otherwise agreed with the Council in writing

(b) Nothing in this clause operates to prevent the Council from issuing a direction to vacate the

Premises at any time during the Term of this Agreement. 12. DISPUTE RESOLUTION 12.1 Notification of Dispute In the event of any Dispute, a party may notify the other party in writing of the Dispute and request that the Dispute be referred to the parties’ representatives. 12.2 Informal Dispute Resolution

(a) Within five (5) business days of a party giving written notice of a Dispute under this clause, the parties’ representatives must meet (in person, by telephone, or otherwise), and negotiate in good faith to try and resolve the Dispute

(b) Each party to the Dispute is bound by any settlement agreed to in writing by its

representatives and must promptly implement the terms of the settlement. 12.3 Arbitration

(a) If the parties cannot resolve the Dispute within fourteen (14) business days of the Dispute arising, the parties are to nominate and engage an Independent Expert to determine the matter. The Independent Expert shall be a person who is not associated with either party, and whose engagement shall be agreed to by the parties

(b) If the parties fail to agree upon an Independent Expert, either party may refer the matter to the Australian Commercial Dispute Centre Ltd in Sydney for the purposes of nominating and engaging an Independent Expert to arbitrate the Dispute

(c) Within fourteen (14) business days of an Independent Expert being engaged, the Parties shall participate in an arbitration of the Dispute at a location agreed by the Parties

(d) In arbitrating the Dispute, the Independent Expert shall determine:

(i) Whether the alleged event, act, omission, or breach resulting in the Dispute did occur

(ii) Which party was responsible for the event, act, omission, or breach, or the proportional liability for the event, act, omission, or breach, and


(iii) The appropriate remedy for the event, act, omission or breach (including but not limited to the payment of monetary compensation)

(e) The determination of the Independent Expert following the arbitration is to be conclusive and binding on the parties in the absence of manifest error.

12.4 Condition Precedent to Litigation A party must not begin legal proceedings in connection with a Dispute unless the steps in this clause have first been followed. However this limitation does not apply:

(a) to a party seeking equitable relief or urgent interlocutory relief; or

(b) to a party who attempts in good faith to comply with this clause but cannot do so because another party does not comply with this clause.

12.5 Confidentiality during Dispute Each party must keep confidential all information relating to the subject matter of a Dispute as disclosed during or for the purposes of the resolution of the Dispute under this clause unless that party is compelled to make a disclosure by any relevant law or court order that they are subject to but:

(a) such disclosure must be limited to the extent required by that relevant law orcourt order, and

(b) the other party must be informed in writing about the proposed disclosure atleast 3 business days before the disclosure occurs.

12.6 Costs The costs of engaging the Independent Expert will be borne by the parties in equal measure. Otherwise, each party is to bear its own costs of participating in any informal dispute resolution or formal arbitration in accordance with this clause. 13. MISCELLANEOUS PROVISIONS 13.1 Interpretation In this Agreement, unless the context otherwise requires:

(a) Any headings, bold text and underlines are for convenience only and do not affect the interpretation of this Agreement

(b) words importing the singular include the plural and vice versa

(c) an expression importing a natural person includes any company, partnership, joint venture, association, trust, corporation or other owners corporation

(d) a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued after that statute

(e) a reference to a document or an agreement includes an amendment or supplement to, or replacement or novation of that document or agreement;


(f) a reference to a party to this Agreement or in any other document or agreement includes that party’s permitted successors and permitted assigns

(g) where the day on which any thing is to be done is not a Business Day, that thing must be done on the next Business Day

(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it

(i) a reference to an agreement includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing

(j) a covenant, an agreement or acknowledgment on the part of, or in favour of, two or more persons, binds them or ensures to their benefit jointly and severally

(k) references to “$” and “dollars” are to the lawful currency of Australia, and

(l) the words “includes”, “such as”, "for example" or “including” are not words of limitation. 13.2 Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of New South Wales. 13.3 Jurisdiction Any legal action or proceedings with respect to this Agreement against any party or any of its property and assets may be brought in the Courts of the State of New South Wales and, by execution and delivery of this Agreement that party accepts, for itself and in respect of its property and assets, generally and unconditionally the jurisdiction of the Courts of that State. 13.4 Variations Subject to the terms of this Agreement, any amendments, variation or modification to or of, or consent to departure by any party from the terms of this Agreement will have no force or effect unless effected by a document executed by the parties. 13.5 Rights of Third Parties Subject to the terms of this Agreement, this Agreement will confer rights and benefits only upon a person expressed to be a party and not upon any other person. 13.6 Assignment

(a) The Council may transfer or assign its rights or obligations under this Agreement at any time

(b) The Contractor cannot transfer or assign their rights or obligations under this Agreement without the prior written consent of the Council.

13.7 Waivers The failure to exercise or delay in exercising by any party of any right conferred by this Agreement will not operate as a waiver and the single or partial exercise of any right by that party will not preclude any other or further exercise of that or any other right by that party.


13.8 Remedies

(a) The parties agree that in respect of the Confidential Information and Intellectual provisions in this Agreement:

(i) the Council would suffer financial and other loss if such terms were breached;

(ii) monetary damages would be an insufficient remedy;

(iii) in addition to any other remedy, the Council is entitled to injunctive relief to prevent a breach of such terms and/or to compel specific performance; and

(iv) the Contractor and Manager waive and agree to be precluded and estopped from resisting injunctive relief on the basis of either damages or equitable compensation being an adequate remedy or the balance of convenience militating against injunctive relief.

(b) The rights of a Party conferred by this Agreement are cumulative and are not exclusive of any rights provided by law.

13.9 Pre-Contractual Negotiation

(a) This Agreement expresses and incorporates the entire agreement between the parties in relation to its subject matter, and all the terms of that agreement, and supersedes and excludes any prior or collateral negotiation, understanding, communication, agreement, representation or warranty by or between the parties in relation to that subject matter or any term of that agreement

(b) No party will, after execution of this Agreement, be entitled, as against the other party or other officers of any party, to bring suit on the basis of any verbal or written communications, representations, inducements, undertakings, agreements or arrangements except expressly as provided by this Agreement.

13.10 Further Assurance Each party must execute all documents and perform all acts necessary to give full effect to this Agreement. 13.11 Severability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of that provision in any other jurisdiction. 13.12 Counterparts This Agreement may be executed in any number of counterparts, all of which taken together will be deemed to constitute one and the same document. 13.13 Independent Advice The Contractor agrees that prior to entering into this Agreement it has had a reasonable opportunity to obtain independent legal and financial advice about the terms of this Agreement.


SCHEDULE Council: Name: Dungog Shire Council Address: Dungog Shire Council Administration Building

198 Dowling Street, Dungog, NSW 2420 Contractor: Name: ABN: Address: Contact No: Manager (if different to Contractor) Name: Address: Contact No: Premises: Address: 84-94 Durham Street, Clarence Town, NSW, 2321 Term: Start Date: End Date: Fee: $6,667 per month (excluding any amount payable for GST) calculated in accordance with clause 8.1 of this Agreement. EXECUTION PAGE Executed as an Agreement. The Common Seal of the DUNGOG SHIRE COUNCIL was hereto affixed in pursuance of a Council Resolution passed on dd mmmmm yyyy in the presence of:


Name: Tracy Norman Position: Mayor Name: Coralie Nichols Position: Chief Executive Officer Executed for and on behalf of the Contractor pursuant to s127 of the Corporations Act: Director / Secretary / Witness Director / Sole Director Name Executed by the Manager: Witness Manager Name


ANNEXURE 1 WILLLAMS RIVER HOLIDAY PARK Duties List 1. The Manager shall comply with any reasonable and lawful direction of the Council, the Council’s General

Manager or the Council’s Manager Business Strategy and Investment. 2. The Manager shall be on call twenty-four (24) hours each day for the purposes of the business. The minimum office hours to be maintained by the Manager are to be as follows: 8.30 am to 5.00 pm

Monday to Sunday inclusive. However, the Manager is to be available for all guests between the hours of 7 am and 10 pm each day. These hours must be extended during peak periods as necessary to cater for incoming Tourists.

3. Should the Manager require stores or equipment from the Council, the Manager must lodge a request

with staff for the issue of this order. The stores will be delivered to the premises by the Council or may be picked up from Council’s Work Deport or Administration Building (as appropriate).

4. The Manager shall faithfully and properly keep a bookings register. No site may be booked more than

twelve (12) months in advance. Annual re-booking of specific sites is to be discouraged and the best sites are to be rotated amongst the Tourists who annually return to the Premises.

5. The Manager shall make available at least 75% of each of the accommodation and camping sites for

booking through the Business’s website via the RMS Online booking system (‘RMS’). 6. The Manager shall report to the Council any defect or want of repair of the on-site sullage collection

points, plumbing, lighting, power-heads, or other structures or equipment on the Premises. 7. The Manager shall collect all site fees from Tourists, Residents, Long Term Casual Occupants and

Visitors and issue receipts. 8. The Manager shall read the electricity meters for the consumption of electricity for Residents and Long

Term Casual sites every two (2) months and issue receipts through RMS accordingly. The Manager shall also check electricity power leads on Long Term Casuals (Holiday Vans) and Permanents to ensure they are tagged and compliant.

9. The Manager shall not allow any site fees to be in arrears by more than twenty eight (28) days and

should take all necessary action to ensure these are paid. Should any Residents, Long-term Casual Occupants, Visitors or Tourists accounts fall into arrears the Manager shall notify the Manager Property and Business Development and/or the Manager Business Strategy and Investment to ensure a notice of termination is issued to vacate the site and, should the Manager fail to so notify the Manager Business Strategy and Investment, it will be responsible for payment of monies so in arrears.

10. The Manager shall provide garbage bags to Residents, Long Term Casual Occupants, Visitors and

Tourists as necessary. These bags when full of garbage, are to be placed in the garbage bins provided on the Premises. The garbage bags will be provided at the expense of Council.

11. The Manager shall collect and deliver mail to Residents provided that the Resident has a letterbox at the

Premises for that purpose. Otherwise the fact that mail is awaiting collection by that Resident is to be notified on a notice board on the site occupied by the Manager’s employees.

12. The Manager shall collect daily all monies paid by Residents, Long Term Casual Occupants, Tourists

and Visitors and also the proceeds of BBQ, washing machines, dryers and faithfully record and date all details of the amounts so collected.

13. The Manager shall receive telephone, postal and internet bookings and accept deposits for the sites

within the Premises and promptly provide receipts to the persons making such reservations.


14. The Manager shall issue only one key per site on the Premises. Commission or interest will not be paid

on key deposit monies. 15. The Manager shall clean the amenities blocks, BBQ’s, swimming pool, Campers Kitchen and Office at

least once a day (minimum). The Manager shall clean the amenities blocks during peak periods or where tourist occupancy exceeds 66% at least twice a day. The amenities blocks should be spot cleaned to ensure they are maintained in a clean and tidy condition at all times. The Manager shall document on the back of each door the cleaning date, time, person responsible, signature, and any comments regarding cleanliness and maintenance observed during cleaning.

16. The Manager shall carry out minor maintenance including the fitting of taps with tap washers, electric

fuses, minor constructional work including painting and the care and maintenance of washing machines, dryers, lawn mowers and lights. The Manager is not to do any work which is required to be carried out by a licensed tradesman.

17. The Manager shall carry out a morning and afternoon inspection of the ground and facilities and the

Premises. 18. The Manager is authorised to use the issued Dungog Shire Credit Card to purchase goods and services

on behalf of the Business up to the value of $1,000 in any single transaction. Any purchases in excess of this amount require the authorisation of the Business Strategy and Investment. All invoices are to be certified and presented to Council at the end of the month to allow reconciliation of the Credit Card transactions. The Manger is to comply with Council’s Credit Card Policy.

19. The Manager shall on a six month basis check and clear all gutters and down pipes in the amenities

building, managers residence, and associated structures to ensure that they do not overflow due to blockages.

20. The Manager shall always promote the best image of the Council in its management of the Premises. All

advertising proposals and promotional material shall be approved by the Manager Business Strategy and Investment before publication.

21. The Manager will be issued with a diary and shall record in that diary the following:

(a) any altercation or disagreement with a Resident, Long Term Casual Occupant, Visitor or Tourist of the Premises

(b) any shortage in materials supplied by the Council

(c) any incident requiring the attendance of Council staff, Security Personnel or the Police. Any such incidents must be reported to the Manager Business Strategy and Investment in a reasonable time – no more than 12 hours for any incident and immediately if a perceived emergency situation has arisen

(d) any breach of the Premises rules by a Resident or any other person on the Premises

(e) any breach of the Occupancy Agreement (being the agreement between the Park and a Long Term Casual Occupant for accommodation at the Premises) by a Long Term Casual Occupant or guest of a Long Term Casual Occupant on Premises

(f) any dispute over payment of fees and charges

(g) any accident, loss or injury to person or property on the Premises

(h) any act of vandalism

(i) deliveries of gas.

22. The Manager shall regularly check and clean all Council owned accommodation on site (inside and outside) ensuring that a very high standard of cleanliness is maintained. Any on site accommodation is to be cleaned on the day of the guest’s departure. This shall include checking of cabin roofs, gutters, and walls.


23. The Manager shall faithfully and properly bank all monies received by it in the course of its management

of the Premises. 24. The Manager shall attend the appropriate bank during the business week, daily (i.e. Monday to Friday)

inclusive for that purpose. 25. The Manager shall staff the Tourism/Business stand at any Caravan/Camping/Tourism promotional

shows approved by Council. Upon receipt of all invoices, Council will pay all reasonable travel and accommodation costs associated with attendance at these shows.

26. The Manager shall each week reconcile the monies paid in pursuance of the bookings register to the

monies deposited at the bank by it. 27. The Manager shall collect all weekly fees in advance from Residents, Long Term Casual Occupants,

Tourists and Visitors. 28. The Manager shall ensure a sufficient stock of receipts is on hand at all times for use in the business.

These will be provided by the Council. 29. The Manager shall maintain a key register and update as necessary. 30. The Manager shall keep a record in the business computer RMS program in a form so as to indicate the

name, address, email address, telephone number and car registration number of all tourists visiting the Premises.

31. The Manager shall ensure that all caravans and tents where applicable, comply with all safety

requirements of the responsible electricity authority in regard to electrical installation. 32. The Manager shall return all books, registers, documents and writings to the Council on determination of

the term specified in the agreement of which this Schedule forms part. 33. The Manager shall advise and ensure that the business does not provide caravan storage. 34. The Manager shall carry out regular maintenance to the grounds of the Premises by lawn mowing,

gardening and rubbish removal as required to ensure the Premises are presented in a tidy condition at all times. Necessary plant, equipment and fuel will be supplied and maintained by Council at no cost to the Manager.

35. The Manager is to ensure that its employees wear the appropriate uniform, designated by Council, at all

times. The cost of uniforms is to be met by the Manager. Payment for the embroidery of names and logos will be provided by the Council after Manager Business Strategy and Investment approval.

36. The Manager shall adhere to all Council asset compliance and maintenance policies and procedures

diligently manage responsibilities in relation to quality, environment and Work Health & Safety at the Premises.

37. The Manager is to ensure that policies, procedures, daily task schedules and audits are referred to and

acted upon in accordance with risk management compliance issues within established time frames. 38. Council will have periodic inspections carried out during the contract (e.g. Mystery Customer inspections,

internal audits, safety & quality inspections) where the Manager and the Manager’s representative’s performance will be assessed and rated.

39. Council will conduct a performance review of the Manager annually on the anniversary of the

commencement of the contract. The Manager will be assessed on the following criteria:

Interpersonal and communication skills

Negotiation and problem solving skills


Customer service skills

Co-ordination of people, resources and activities

Budget development and control

Marketing

Establishment, maintenance or improvement of the current Tourism Rating (e.g. Tripadvisor).

The Council will arrange for any training that arises from the annual performance review. 40. The Manager is required to use all Council provided phone numbers, fax numbers, email addresses and

websites to conduct business. 41. The Manager will enforce and abide by park rules at all times. The Manager shall advise the Manager

Business Strategy and Investment if the Manager wishes to engage additional security services during Holiday periods. The Manager shall attend all business meetings and committee meetings as scheduled from time to time.

42. The Manager will check, approve, and be responsible for signing off on all invoices and ensuring these

have the correct date, amount, description of goods and services. 43. The Manager will be given a copy of the monthly revenue and expenditure statements. The Manager

shall operate the business within the budgeted costs. Authorisation for expenditure in excess of the approved budget must be requested from the Manager Business Strategy and Investment before funds are committed to the proposed expenditure.

44. The Manager shall produce monthly reports (RMS produced: Cash Report, Occupancy and Booking

Source, Debtors Ledger) and email them to the Manager Business Strategy and Investment within three (3) days of the end of the month.

45. The Manager shall make the up the main bed in all cabin accommodation (if installed), when that cabin is

vacated. This includes changing pillowcases, sheets, and towels. 46. The Manager shall conduct, in conjunction with Council nominated staff, a rating of the Premises using

the LMHP Quality & Safety Inspection Checklist, or subsequent replacement, three (3) months before the end of the financial year. The Manager must remediate any safety issues in a timely manner with the area made safe until remediation works take place. The Manager will devise a program to improve and maintain those quality issues before the September/October School holidays.

47. The Manager shall take bookings for single night’s accommodation in low and shoulder periods from

Sunday to Thursday (flexibility is given to the Manager regarding 2 night minimum week-end bookings). 48. The Manager shall respond to reports of any unsafe work practices, conditions, or situations promptly. 49. The Manager shall liaise with statutory authorities and community groups on matters relevant to the

operational requirements of the business. 50. As part of the marketing strategy for the Holiday Park, the Manager shall encourage the promotion of the

Dungog Shire Council area in general. 51. The Manager shall not own or have any interest in any permanent or long term casual sites at the

Holiday Park. 52. The Manager shall have the following licences and certificates:

Current NSW Drivers Licence – from the commencement of the contract.

White Card (work health and safety) if not held from contract date, must be obtained within 6 months of the contract date.


First Aid Certificate if not held from contract date, must be obtained within 6 months of the contract date

Chainsaw licence if not held from contract date, must be obtained within 6 months of the contract date

53. The Manager and the Manager’s representatives are to attend an RMS advanced training course within

six (6) months of the commencement of this Agreement if required. Costs are to be met by Council. 54. The Manager has permission to approve any new Occupation agreement of behalf of Council for Long-

term Casual occupation of any designated site at the Premises. The Manager Business Strategy and Investment shall be advised of such agreements.

55. The Manager shall not approve occupation of a short-term (tourist) site for more one hundred and fifty

(150) days in any twelve-month period.

WHARF RESERVE Duties List In addition to the duties listed above the Manager will have responsibility, should primitive or events based camping be approved on the site, for management of camping at the Wharf Reserve. Specific requirements will at a minimum be as follows: 1. The Manager shall take bookings for camping at the Wharf Reserve within guidelines and timeframes

determined from time to time by Dungog Shire Council. 2. The Manager will records and receipt all payments for such camping in accordance with the requirements

and processes determined for bookings at the Williams River Holiday Park. 3. The Manager will undertake such inspections of the site as are required by Council and will notify Council

of any issues requiring regulatory, infrastructure or other action.


ANNEXURE 2 WILLILAMS RIVER HOLIDAY PARK The following is a list of plant and equipment held at the Premises as at 31 July 2019

Description Year/Model Asset ID


ANNEXURE 3 WILLLAMS RIVER HOLIDAY PARK The following is a list of tools held at the Premises as at 31 July 2019 Quantity Type Quantity Type


ANNEXURE 4 ANNUAL MAINTENANCE PROGRAM - (Minimum) Holiday Park


ANNEXURE 5 Application - Request for Leave Date Premises Manager Name Dates for Leave Reason for Leave Name of Person Undertaking the Manager’s duties ………………………. Manager I ………………………………advise that I will take all steps to ensure that the terms, provisions warranties, and conditions of the Management Agreement are adhered to, by me, during the Managers absence. ……………………………… Relief Manager I………………………………………………approve the Application for Leave. ……………………………… Manager Business Strategy and Investment


ANNEXURE 6

williams river holiday park management contract … w… · the recruitment and selection process...

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