canteen licence information package · • the food and drink criteria of the healthy school...

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Canteen Licence information package for schools

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CANTEEN LICENCE INFORMATION PACKAGE FOR SCHOOLS

To the Principal,

Please find enclosed a school canteen licence information package.

This information package is based on the licences being granted in line with the Retail Leases Act 1994. The information contained in the package will help you assess the option of granting a school canteen licence and provides guidelines for the tender/approval process to be followed.

Principals are reminded of the need for parent and community consultation in relation to altering the current operation of the school canteen, establishing a new canteen or calling fresh tenders for a licensed canteen operation. Further information on school canteen operations and management is available from: Department of Education - EDConnect 1300 32 32 32 Healthy Kids Association (for support and information on all aspects of canteen

management). Website: http://healthy-kids.com.au/school-canteens The Federation of Parents and Citizens Associations of New South Wales (Canteen

Management booklet for Parent operated canteens). Principals are reminded that the delegation to call and accept tenders and to approve School

Canteen Licences or assignments of licences as determined by the State Contracts Control Board rests with delegated officers of State Office. Principals are not to sign any licence agreements.

Please contact Schools Finance by email to [email protected] if you have any further enquiries regarding the Canteen Licence Information Package for Schools.

Yours sincerely

Kerrie Young

Manager, Financial Analysis NSW Department of Education L5, 105 Phillip St, Parramatta NSW 2150 T (02) 7814 2949 E [email protected]

http://healthy-kids.com.au/school-canteens

http://healthy-kids.com.au/school-canteens

http://www.pandc.org.au/

mailto:[email protected]


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CANTEEN LICENCE INFORMATION PACKAGE FOR SCHOOLS School canteens are an integral part of many school communities, providing students and staff with a range of food and drink options so they can make healthy food and drink choices at school. In deciding the most appropriate method of operation for the canteen in your school, a licensing arrangement may be an option worthy of consideration. Schools Finance have prepared this Information Package for schools which may be considering a licensing arrangement. Included are details of:

• issues to be considered as part of the decision to licence the canteen operation; • departmental requirements and the approval process;

• a sample advertisement calling for tenders; • a Sample Canteen Licence Agreement Pro-Forma which should form the foundation of

an Agreement with the successful tenderer;

• a tender offer detailing information to potential tenderers and a school information statement;

• licensor and licensee disclosure statements; • forms to be used for requesting approval to call for tenders; for committee members to

declare any interests; and for the recording of tenders received; and

• the Food and Drink Criteria of the Healthy School Canteen Strategy

It is anticipated that this information will assist your Canteen Licence Review Committee to fully assess candidates on their merits, make the selection process easier and increase the likelihood of the most appropriate candidate being selected to operate your school canteen. When selecting a canteen operator, it is important to consider all aspects of the tender such as food choices, reputation and experience, rather than just basing a decision on the highest amount tendered. Canteen Licence Information can be accessed & downloaded from the Schools Finance website. Information including the Food and Drink Criteria can be found on the Healthy School Canteen Strategy.

https://education.nsw.gov.au/schools-finance/canteen-licence

https://education.nsw.gov.au/schools-finance/canteen-licence

https://healthyschoolcanteens.nsw.gov.au/


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WHAT METHOD OF CANTEEN OPERATION IS BEST FOR MY SCHOOL?

When deciding the method of operation of your school canteen and whether a licensed canteen arrangement is appropriate for your school, the following issues should be considered. In the first instance, schools should determine the need/desire to establish a canteen licensing arrangement. This may include changing the method of canteen operation from an existing operation (school or parent operated) to a canteen licensing arrangement. The choice is determined by assessing which type of operation will provide the best advantage to the school and its community. Factors that will influence the decision include:

• consultation between the principal and parent organisation; • the population of the school and the effect on the profit potential of the canteen

operation;

• the nature of the school community including socio-economic and ethnic factors; • the cost of operation; • the degree of commitment by the parent organisation and level of support by the school

community;

• the availability of willing and appropriately skilled people to operate the canteen; • a desire to maintain control over the nature, quality and cost of food served by the

canteen; and

• a desire to have access to all profits from the canteen.

Potential benefits of a licensed canteen operation:

• Responsibility for the administration of the canteen falls to the licensee. • A set fee, over a committed period of time, will be payable to the school for the operation

of the licence, so school income from the canteen operation can be confidently budgeted.

• The licensing agreement allows for the school and/or the community to agree upon the nature of food sold in conjunction with the Food and Drink Criteria of the NSW Healthy School Canteen Strategy

• The Principal maintains control over all aspects of the licence agreement.

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Canteen Licence Departmental Requirements and the Approval Process

The following procedures should be followed when entering into a licence agreement for the operation of a school canteen:

Step 1 Assess which type of canteen operation will provide the best advantage to the school and its community.

Step 2 If it is agreed that a licensing arrangement is most suitable, the recommendation to call for tenders and any supporting documentation (including details of community support for the decision) are to be forwarded to Schools Finance for approval. The request for “Approval to Call Tenders for the Licence of School Canteen Operations” should be used to obtain approval to call for tenders for the licensing of the canteen operation. This is attached at Appendix A.

Step 3 If approved, the signed “Approval to Call for Tenders for the Licence of School

Canteen Operations” is returned to the school, along with the “NSW Retail Tenant’s Guide”.

Step 4 Once approval to call for tenders has been granted, public tenders must be sought through advertisement in the local/metropolitan press.

A suggested form of advertisement is attached at Appendix B.

When setting the closing date and time, allow adequate time for the preparation and submission of tenders.

The tender process is essential in order to ensure a competitive process and

facilitate gaining the best advantage for the school.

Advise the wider school community of the decision to licence the canteen operation and details of the advertisement appearing in the press.

Step 5 The sample Canteen Licence Agreement (see Sample Appendix E be reviewed

and details relevant to the school added (including the Schedule of Canteen items – Schedule 2).

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-A-Approval-to-Advertise-A.pdf

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-B-Tender-Advertisement.pdf

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Canteen_licence_Agreement_Appendix_E_290319.pdf

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Prepare a Canteen Licence Package consisting of: A copy of the advertisement;

A School Information Statement (see Appendix C) and a copy of the

most recent school Annual Report;

The Tender Offer (Appendix D);

A copy of the Canteen Licence Agreement (Appendix E) and Disclosure Statement (Appendix F), so that the conditions of the licence being offered are clear to the tenderers prior to tenders being submitted;

NSW Retail Tenant’s Guide; and

Recent trading results for any existing school run canteen, if available.

A Tender Information package should be made available to all interested parties as soon as possible after enquiries are made. It is desirable, but not mandatory that all applicants attend a tender briefing and site visit (clause 2 – Tender Offer). The tender fee, included in the tender offer is also optional and should be no more than the recommended $100. This fee is to cover administration costs for the school in preparing the tender process.

Step 6 A committee of at least three people should be formed to assess the tenders

and select the most appropriate tenderer. As a minimum, the committee should comprise the Principal, one staff member and a representative from the School Council or P & C Association. The selected committee should develop evaluation/selection criteria for those short listed as potential licensees.

All committee members must sign a Declaration of Interest in respect of their roles as committee members. A sample Declaration of Interest Form is attached at Appendix H.

All tenders received should be kept unopened in a secure location prior to the closing date.

As soon as possible after the advertised closing date and time, all tenders must be opened by the committee. Each tender is to be immediately numbered and initialled by at least two members of the committee present at the time of the opening.

The particulars of each tender received are to be recorded on the Schedule of Tenders Received (see Appendix I) which is to be signed by each member of the committee.

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-C-School-Information-Statement-for-Canteen-Tenderers-.pdf

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-D-Tender-Offer-new.pdf


https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-F-Licensor-and-Licensee-Disclosure-Statements.pdf

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-H-Declaration_of_Interest.pdf

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-I-Schedule-of-Tenders-Received.pdf

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Step 7 The committee will then assess the details of the tenders received, using the written responses to the Assessment Criteria to determine the most appropriate tenderer. The committee may choose to seek further information from tenderers by way of interviews or presentations, if deemed appropriate. The following must be recorded on the Schedule of Tenders Received:

details of the tenders received;

the decision as to the most appropriate tenderer;

a justification for selection where the highest tenderer is not selected (if

appropriate); and

the signatures of all members of the committee.

When the evaluation process is complete, the Schedule of Tenders Received (showing the committee’s recommendation) accompanied by the Declaration of Interest form and any supporting papers are to be forwarded to Schools Finance for approval.

If the committee’s recommendation is approved by State Office, the signed “Schedule of Tenders Received” is then returned to the school.

Step 8 Once approved by State Office, the successful tenderer is to be informed in

writing of the decision to grant the licence. The licence agreement, disclosure statements and NSW Retail Tenant’s Guide are to be provided to the successful tenderer.

If a security deposit has been requested from the licensee the funds and a completed “Retail Bond Lodgement” form are to be forwarded by the school to the “Retail Tenancy Unit” of the NSW Department of Industry, Skills and Regional Development, within 20 business days. If lodging a security deposit, please contact Schools Finance to have a Retail Bond Lodgement form posted to you.

Suggestions by licensees for additional clauses to be added to the agreement should be carefully reviewed and highlighted to Schools Finance because changes may result in the school accepting liabilities or reduced licence for a period.

Step 9 When signed by the successful tenderer and a witness, the licence agreement

is to be forwarded to Schools Finance for signature by the departmental authorised delegate.

All other tenderers are to be informed in writing that they have been unsuccessful.

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Licensees must be made aware that the granting of a School Canteen Licence Agreement is subject to approval by a departmental authorised delegate from State Office, not the principal.

All documents including schedules, Licence Agreement and Tender documents relevant to the licensing process, must be retained by the school for at least six years.

Additional information regarding the tender selection process can be found in Finance in schools handbook – Canteen on school premises.

The State Contracts Control Board, NSW Department of Commerce, has delegated to the Secretary of the Department of Education the authority to call and accept tenders and execute licences for school canteens and tuck shops, to best advantage, up to $500 000 (covering the term of the licence). The Secretary can further delegate this authority to senior officers of the Department.

https://education.nsw.gov.au/schools-finance/policies-handbooks/Finance-in-Schools-Handbook#Section_122


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PLANNING GUIDE FOR LICENCE OF SCHOOL CANTEEN Adequate time should be allowed between when the decision is made to enter into a school canteen licence and the commencement date of the new licence. The following steps and procedures will provide a planning guide, especially if it is anticipated to commence the licence period from the start of a school term. This will enable all parties involved to have sufficient time to complete all steps in the process.

Step

Action

By whom

Step 1

In consultation and with the support of the school community, a decision is made to call for tenders and form a Canteen Licence Review Committee.

School and community

---/---/----

Step 1

Completed

Step 2 The Approval to Call for Tenders for the Licence of School Canteen Operations (Appendix A) document is completed and sent with a statement from the school community (P&C) indicating its support for the licensed operation to the Manager, Schools Finance.

Principal

---/---/----

Step 2

Completed

Step 3 If approved, the signed Approval to Call for Tenders for the Licence of School Canteen Operations is returned to the school.

Schools Finance

---/---/----

Step 3

Completed

Step 4 The school places a Call for Tenders - School Canteen Licence Advertisement (Appendix B) in the local/metropolitan press. Allow up to 3 weeks for advertisement to run.

Principal

---/---/----

Step 4

Completed



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Step

Action

By whom

Step 5 The school prepares and distributes the Canteen Licence Tender Package to prospective tenderers. This should include: Canteen Licence Advertisement (Appendix B); School Information Statement for Canteen Tenderers

(Appendix C); Tender Offer, including details of the Tender Briefing and

site visit (Appendix D); Canteen Licence Agreement (Appendix E); Licensor & Licensee Disclosure Statements (Appendix F); NSW Retail Tenant’s Guide (Appendix G); A copy of the school’s Annual Report plus any recent

trading results of an existing canteen (if school or P & C operated).

Tenderers are to be asked to supply information addressing each of the selection criteria as set out in point 8 of the Tender Offer including a licence fee that is expressed as an amount per week.

Principal

---/---/----

Step 5

Completed

Step 6

The Canteen Licence Review Committee meets and evaluates tenders against the selection criteria.

All information in the Schedule of Tenders Received document (Details of Tenders Received, Signatures of Committee and Details of the Recommended Tenderer sections) should be completed. The completed: Schedule of Tenders Received (Appendix I); Declaration of Interest Form (Appendix H); School Information Statement for Canteen Tenderers

(Appendix C) and any other supporting documentation are to be sent to Schools Finance for approval by the Department’s delegated officer. (Comments should be made if the highest tenderer is not selected).

Canteen Licence

Review Committee

---/---/----

Step 6

Completed



https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-D-Tender-Offer-new.pdf



https://www.industry.nsw.gov.au/__data/assets/pdf_file/0005/108617/SBC-Retail-Tenants-Guide-2017.pdf


https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Appendix-H-Declaration_of_Interest.pdf


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Step

Action

By whom

Step 7

If the committee's recommendation is approved by State Office, the signed Schedule of Tenders Received is returned to the school.

Schools Finance

---/---/----

Step 7

Completed Step 8

The school informs the successful tenderer of approval in writing.

The Canteen Licence Agreement (Appendix E) and the Licensor and Licensee Disclosure Statements (Appendix F) are prepared by the Principal and forwarded with the NSW Retail Tenant’s Guide to the successful tenderer.

Principal

---/---/----

Step 8

Completed

Step 9

Once signed by the successful tenderer and witness, the Licence Agreement and Licensor and Licensee Disclosure Statements are forwarded to the Manager, Schools Finance for signing by the State Office Delegate.

Schools must be aware that any changes to the standard licence agreement may need to be referred to the Department’s Legal Services Unit.

All other tenderers are to be informed in writing of their unsuccessful bid.

The Canteen Licence Agreement is signed by the Department’s delegated officer and returned to the school accompanied by the Rental Bond Lodgement form (if applicable).

Rental security deposits (if applicable) together with the Rental Bond Lodgement form are to be lodged by the school with the Retail Tenancy Unit of the NSW Department of Industry, Skills and Regional Development,

A copy of the signed Canteen Licence Agreement is provided to the successful tenderer.

Schools Finance

---/---/----

Step 9

Completed

Further information about delegations and canteen operations can be found in the Finance in schools handbook – Canteen on school premises.





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School Canteen Questions & Answers School canteens are an integral part of many school communities, providing students and staff with a range of food options on school premises.

Questions & Answers How does the canteen tender process work?

Prospective canteen operators offer a tender amount to the school through a formal tender process which is advertised through local and metropolitan newspapers. The school canteen committee (consisting of both school staff and P&C members) selects a successful tenderer based on criteria such as the reputation and experience of the canteen operator, menu choices, whether the menu meets the Food and Drink Criteria of the Healthy School Canteen Strategy and whether the amount tendered is sustainable.

What is the Approval to Advertise (Appendix A)?

The approval to advertise is a request to call for tenders in the local/metropolitan newspaper. In order to gain this approval, a letter, email or meeting minutes showing that the P&C agree to the process must accompany the request form. These two items are then forwarded to Schools Finance for approval. Once approved, an advertisement can be placed. The Approval to Advertise is valid for 3 months after the date of approval.

How long should the advertisement run for?

A suitable timeframe to advertise is 3 weeks. This gives prospective tenderers a reasonable chance to see the advertisement. The school canteen committee can decide which newspaper/s they wish to advertise in. It is also recommended to place the tender information in school newsletters in case there is interest from the local school community.

When is the best time for prospective tenderers to come for a site visit and what information should be provided to them?

The site visit should occur approximately 1 week before the tenders close to give prospective tenderers a chance to apply before the closing date should they wish to.

The following information can be provided at the site visit:

• The size of the school, student numbers, how the school operates, and specific days

off such as professional learning days; • Special circumstances throughout the year such as times when large numbers of

students are away – eg: school camps; • The type of food the school wants served and what menu is expected; eg meeting the

Food and Drink Criteria of the Healthy School Canteen Strategy; • Any special needs for your school in regards to specific food types (eg: Multicultural,

Halal, Kosher, or Asian menus); • The operating hours of the canteen and timeframes (eg: will the canteen operator be

required to serve at breakfast or just recess and lunch?);The health and safety obligations of the operator and any additional health and safety issues that you think are necessary;



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• The number of years that the licence agreement will run for; • The GST component; • The current inclusions in the canteen and what the operator will need to bring with

them; • Any extra costs on top of the licence fee (eg: telephone usage);

What is the Schedule of Tenders (Appendix I)?

The schedule of tenders is filled out once tender applications have closed and after they have been assessed. The schedule of tenders outlines details of all applications that were received and recommends the successful tenderer. This also includes providing a brief comment about why the successful tenderer was selected. Once this has been completed it is forwarded to Schools Finance for approval.

What happens if the tenders received are not suitable for the school?

If none of the tenderers are successful, the schedule of tenders needs to be sent through outlining this. Once this has been approved, the school canteen committee can either re- advertise for tenders again or can consider taking on a school run or P&C run canteen. These alternative options would need to be discussed with the P&C.

Because the initial Approval to Advertise paperwork is valid for 3 months after the date of approval, Principals can go ahead and re-advertise without going through this step again if within the 3 month time frame.

How to fill out the Licence Agreement (Appendix E & F)

It is important to familiarise yourself with the Licence agreement clauses. Canteen operators can seek legal advice from their own solicitor to go through the contract. For any legal questions that Principals may have, please contact Schools Finance in the first instance.

How is the licence fee amount worked out?

A set licence fee over a committed period of time is tendered by canteen operators who submit an application. The successful canteen operator then pays the agreed amount to the school for the operation of the licence. The licence amount is therefore determined by the market.

Who is responsible for the operation of the school canteen?

The canteen operator (known as the Licensee) is responsible for the administration of the canteen. However, the Principal (Licensor) maintains control over all aspects of the licence agreement. What is the length of time that a school canteen can run for?

The canteen licence agreement can be between 1-5 years. Canteen licence agreements cannot exceed a 5 year term. If the licence term is less than 5 years, licence agreements can be made up of an initial term plus the option to renew up to a combined total of 5 years.

What is the Term of a Licence?

The term of a licence is the period of time that the lessee is given the right to occupy the


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premises. This can be a straight 5 year term or a fixed term + options to renew (which add up to 5 years total).

Can a licence run for less than 5 years?

Principals and canteen operators can elect to have a licence for less than a 5 year term without options to renew; however, the Retail Leases Act Section 16(3) Certificate (which is part of the Canteen Information Package) must be signed by the canteen operator’s solicitor/conveyancer.

What are Options to Renew?

Options to renew allow the licence to continue on after the fixed term should the canteen operator and school wish to do so. The term + options to renew must add up to 5 years if the above mentioned certificate is not signed. The options to renew provide flexibility to both the canteen operator and the school to continue the licence after the fixed term. If both parties are happy to continue, then the operator can do so (after the fixed term) providing this was part of the initial agreement when the Canteen Licence agreement was completed and signed. If a canteen operator is continuing with the options to renew, a brief letter outlining the plan to take on the option to renew is written up and signed by the Principal and the canteen operator. This is kept with your school canteen paperwork.

The options to renew have a First and Second Option. This means that the options can be split up. For example, if the initial term is 3 years, the options could be First Option 1 year, Second Option 1 year. This means at each point between the term and after the first option to renew, the operator or the school can decide to either continue on or to opt out. The school can then call for new tenders. If only the first option is selected e.g. Initial Term 3 years, 1st Option 2 years, the contract must continue until the end of that option period (2 years) before new tenders can be sought.

What is the security deposit and is it compulsory?

The security deposit is otherwise known as the rental bond. This is not compulsory and is at the school’s discretion. If choosing to hold a security deposit, a suitable amount would be 4 weeks licence fee. The security deposit (bond) is not held at the school, it is sent to the Retail Tenancy Unit. If you wish to collect a security deposit, the Retail Bond Lodgement form needs to be requested from Schools Finance. This needs to be posted through to the school because an original document is required for lodgement. Please contact Schools Finance should you require a form.

At the completion of the licence, any security deposit held can be obtained by contacting the Retail Tenancy Unit on 1300 795 534. The deposit is then returned to the canteen operator if there are no payment or damage issues that the school needs to account for.

What percentage should the licence fee increase by per year?

The percentage increase is dependent on what the school canteen committee decides upon. The suggested average amount is a 4% increase per year. It is not compulsory to have a percentage increase.

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When should the unsuccessful tenderers be notified?

It is suggested to notify the unsuccessful tenderers once the licence agreement has been signed by the successful tenderer and approved by Schools Finance. This prevents any issues arising should the successful tenderer withdraw their acceptance or in case any other concerns arise. See a sample letter here.

At the conclusion of a current licence, when should a new licence process commence?

It is important to ensure that steps to commence a new tender process have been followed at least 3-6 months before the licence expiry date. Schools Finance will issue a reminder letter to schools 6 months before the expiration of the licence.

Whilst the approval process from Schools Finance is minimal, overall the entire process can take up to 8 weeks for the whole process to be completed. Principals need to take into account the advertising timeframe, school canteen tender committee meetings and discussions, meeting with the canteen operator to fill out and sign paperwork, and any possible issues that may delay the process.

What happens if the current canteen operator can no longer continue on until the end of the licence?

Sometimes due to personal circumstances or other reasons, canteen operators will want to cease their licence agreement before the contract ends. If so, the canteen operator needs to give the school at least 3 months’ notice. This timeframe also applies if the school decides that they do not want to take on the option to renew with the current operator. If a canteen operator decides to leave, they do have the option to sign the licence over to another canteen operator should they wish to. The new operator will need to enter into the licence agreement abiding by the same conditions as the original operator. The new operator’s licence will expire on the original date that was agreed upon. If the canteen operator wishes to do this and the Principal agrees with this arrangement, a deed of Agreement needs to be completed and forwarded to Schools Finance for approval before the new operator can take over.

Do canteen operators pay licence fee on Public Holidays, Staff Development Days, School Carnivals, etc?

Tenderers are to base their licence amount on the full year with disturbances of trading included (except school holidays) The tender is on the basis that there will be approximately 9 days during the year when they won’t be operating but they will be paying licence for those days.

On the Licensor & Licensee Disclosure statements (Appendix F) there is a section which outlines any days where there will be a disturbance of trading. This information is provided to prospective tenderers when they collect an information package in the first instance.

However, it is a decision at a local school level whether payments can be waived on those days or not. Principals can negotiate on this when the successful tenderer is selected.

What happens if the canteen is not following the requirements of the Food and Drink Criteria?

https://education.nsw.gov.au/content/dam/main-education/schools-finance/canteen-licence-agreement/Sample-Letter-Unsuccessful-Tenderer.pdf


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If the canteen is not complying with the requirements of the Food and Drink Criteria the school should ask the provider to alter their menu to bring it in line with the criteria. The school and canteen may wish to develop a progress plan and timeline to guide the change.

What is the process that needs to be taken if the current operator is not paying the licence fee on time or is in arrears?

Upon notification of a debt becoming overdue, a letter of demand seeking payment should be issued. If the first letter of demand is unsuccessful after a period of 30 days, a reminder notice in stronger terms should be issued. If the reminder notice is unsuccessful after a further 30 day period, a final letter should be issued demanding prompt payment.

This letter should contain paragraphs to the following effect:-

"Unless payment is received within (14 or 21) days of the date hereof, consideration will be given to the immediate institution of recovery proceedings without further notice". "Should legal action become necessary, you are advised that you will be liable for costs incurred in such action, in addition to the outstanding amount".

Note: Collection letters should be worded such that they would not cause undue harassment to the debtor.

If the final letter does not produce settlement, the debt should be referred to Schools Finance who will then seek advice from Legal Services.

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Appendix A

APPROVAL TO CALL FOR TENDERS FOR THE LICENCE OF SCHOOL CANTEEN OPERATIONS

SCHOOL

Approval is sought to advertise for tenders to licence the operation of the school canteen.

The school currently:

does not operate a canteen

has a school operated canteen

has a parent run/P&C operated canteen

has a canteen licence agreement with the current contract expiring on Checklist:

An assessment of options has been undertaken and discussed with the school community.

The recommendation to call for tenders to licence the canteen operation (including written details of P&C/community support for the decision) is attached.

It is proposed that an advertisement will be placed in the local/metropolitan press

on / / .

Signed: Date: / /

Name:

Principal

To the Principal,

Your request to call tenders for the licence of the school canteen for:

School is

APPROVED

NOT APPROVED

Signature of State Office Delegate Name of Delegate Manager, Financial Analysis

Date:

Please email this request to [email protected] or


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Appendix B

PROPOSED ADVERTISEMENT CALL FOR TENDERS - SCHOOL CANTEEN LICENCE To be placed in local and/or metropolitan newspapers

In determining a closing date for tender applications, tenderers should be given a reasonable amount of time to enquire about the specifics of the canteen operation, the school’s requirements, and to prepare and submit a tender proposal.

School Canteen Licence

Tenders are called for the licence of the School canteen for the school year commencing and for a term of approximately years. Annual school enrolments will be approximately . General enquiries and requests for a Tender Information Package should be referred to:

Telephone: Tenders must be submitted in a sealed envelope marked “Confidential - School Canteen Tender” and sent to:

The Principal

Tenders close at 3pm on

A tender visit and briefing session is planned to be held in the near future.

All applicants must make themselves familiar with clause 2 of the tender offer.

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Appendix C

SCHOOL INFORMATION STATEMENT FOR CANTEEN TENDERERS

School

Thank you for your enquiry regarding the tender for the licence of the school canteen. The following information about the school and the canteen operations will assist you in preparing your tender to meet the school’s needs. 1. Current Enrolments:

Age Range of Enrolments: to

Current Staff numbers:

2. The canteen will be expected to operate during school term. Dates are as follows:

Term 1 / / to / /

Term 2 / / to / /

Term 3 / / to / /

Term 4 / / to / /

The canteen will not be required to operate on approximately days per year during term time, for occasions such as staff development days, public holidays, whole school sports carnivals, etc. (List anticipated dates for the ensuing 12 months for tenderer in Advice to Licensees)

3. Daily canteen operation times are expected to be: am to pm. The hours that

the contractor will have access to the canteen are between am and pm.

4. The canteen operator should follow the Food and Drink Criteria of the Healthy School Canteen Strategy. Tenderers are required to submit an example of the menu that meets the requirements of the Food and Drink Criteria of the Strategy as part of their tender response.

5. Information about the Health School Canteen Strategy is attached. (Appendix J)

6. A copy of the latest School Annual Report is attached for your information.

7. Information required with your tender response is included in the Tender Offer.

8. The canteen is an alcohol and smoke free zone, in accordance with the Department of Education regulations.

9. Facilities within the existing canteen premises may be available to the successful tenderer.

18

An inventory of available items is attached as a schedule to the sample Licence Agreement.

Note: This Statement may also include details of the school’s expectations regarding the type and quality of food to be served, multicultural issues, etc. Any other information about the school which could be considered applicable to the canteen operation should also be included in this Statement, including a reference to the NSW Government’s Healthy School Canteen Strategy

19

Appendix D

TENDER OFFER

NSW DEPARTMENT OF EDUCATION [INSERT NAME OF SCHOOL]

Provision of canteen services for (insert name of school)

Location:

Period:

Assistance: Further assistance regarding this Tender may be obtained from (name) on (phone).

Tender Fee: A fee of $100.00 is to be paid upon collection of the Tender documents and is not refundable under any circumstances. (Optional)

Lodgement of Tenders: Tenders must be enclosed in duplicate in a plain envelope and endorsed as follows, "Tender for Operation of Canteen".

Closing time and date: 3.00 pm on / /

Delivery and postal address: Tender Box

Administration Office, (insert name of school and street address)

1. Canteen requirements

a) NSW Department of Education is seeking proposals from caterers, contractors and other interested parties from the food and catering industry for the provision of the School Canteen Services as defined in the Licence Agreement at (name of school).

b) The canteen must comply with the NSW Healthy School Canteen Strategy, or other

relevant policies as published from time to time by the Licensor and withdraw from sale at the Premises any item which the Licensor in its absolute discretion, deems inappropriate.

c) All canteen staff are required to hold a valid WWCC (working with children check)

d) The canteen must comply with the Food Authority requirements for school canteens.

2. Tender briefing and site visit

Tender briefing and a site visit will be held on (date) at (time) to discuss all aspects of this Tender and to inspect the site. It is desirable that all prospective Tenderers attend the briefing in order to fully acquaint themselves with the Tender requirements and site.

Tenderers should notify (name) on (phone) by 4.00 pm on (date) of their intention to attend.

2

3. Clarification of the Tender

Up to the Tender lodgement date Tenderers may seek clarification in relation to any aspect of the Tender. Where clarification to one Tenderer provides significant information about the Tender this information will be sent, if practical, to all other potential Tenderers.

4. Lodgement of Tenders

4.1 Tenders addressed as specified on page 1 will be received until the closing time

and date shown on page 1 of this Tender Offer.

4.2 Late Tenders are normally not considered for acceptance.

4.3 Tenders received through the post will be deemed late unless the envelope bears an Australia Post postmark clearly indicating that the time and date of posting was prior to the stipulated time and date of closing. The imprint of a privately operated franking machine will not be accepted as evidence of time and date of posting.

5. Further information

Any request by a prospective Tenderer for further information regarding the Tender should be directed to:

(Insert name of contact person)

(Insert name of school and postal address)

Telephone: Email:

6. Alterations and erasures

Any alteration or erasure in the Tender response must be initialled by the Tenderer.

7. Guarantor

It will be a condition of acceptance of the Tender that the Directors of the Tenderer, (if a company - except a company listed on the Australian Stock Exchange) guarantee jointly and separately, the performance of the company under the Licence Agreement. The names and residential address of each guarantor must be supplied in the Tender response.

8. Selection criteria

8.1 The selection criteria to be used in the evaluation of Tenders will include the

following:

(a) The capacity, qualifications and previous experience of the Tenderer in providing a similar service.

(b) The qualifications and previous experience of the staff who will be employed to work in the canteen*.

(c) The resources of the Tenderer to support the service, hours and period of operation.

3

(d) The proposed foods to be offered (which must be in accordance with the Food and Drink Criteria of the NSW Healthy School Canteen Strategy as published from time to time by the NSW Department of Education ) including value for money of the proposed service.

(e) Any proposed plan for working with the School management to maximise the effectiveness of the operation of the canteen.

(f) Tendered licence fee rates for the first year under the Licence Agreement. (g) Degree of compliance with the Tender terms and conditions. (h) Quality of any reference. (i) The financial capability/stability of the Tenderer. (j) Apparent understanding of operational requirements.

* Note: Information on qualifications and experience for any new employee is to be provided

to the Principal for approval prior to their employment.

8.2 The School reserves the right to consult any nominated referees and any appropriate authorities to satisfy itself as to the suitability of the Tenderer.

8.3 A Tenderer may be required to attend the School to make a presentation in support of its

Tender.

8.4 The lodgement of a Tender will be taken as an acknowledgment and acceptance by the Tenderer that the School may wish to inspect the current operations of the Tenderer. Reasonable notice will be provided to the Tenderer of any proposed inspection which must be carried out between 9.00 am and 3.00 pm Monday to Friday.

8.5 NSW Department of Education is not bound to accept any tender.

9. Disclosure of Information

9.1 NSW Department of Education will comply with any policy of the government of New

South Wales to disclose details of its contracts and may publish the following information about a contract awarded under this Tender: (a) details of the contract including the period of the contract; (b) the full identity of the successful Tenderer including details of any

relevant ownership; (c) prices and licence fee accepted under the Tender; (d) any significant evaluation criteria and weightings used in the assessment of the

Tender.

9.2 NSW Department of Education will not disclose any of the following information about any contract awarded in response to this Tender unless the Tenderer agrees, or the release is authorised under the Freedom of Information Act 1989 or is otherwise legally required: (a) the financing arrangements of the Tenderer; (b) the cost structure or profit margins of the Tenderer; (c) any other matter where disclosure would place the Tenderer at a substantial

commercial disadvantage with its competitors both at the time of entering into the Tender and any later date when it would be an effect on future competitive arrangements.

4

9.3 NSW Department of Education may publish the identities of all Tenderers but will not disclose other information included in an unsuccessful Tender unless the Tenderer agrees or the release of the information is authorised under the Freedom of Information Act 1989 or is otherwise legally required.

10. Tenderers to inform themselves

Tenderers shall be deemed to have:

(a) Examined the Tender documents and any other information made available in writing by the School to Tenderers for the purpose of Tendering;

(b) Examined all information relevant to the risks, contingencies and other

circumstances having an effect on their Tender which is attainable by the making of reasonable enquiries; and

(c) Satisfied themselves as to the correctness and sufficiency of their Tenders and

that their Tendered price covers the cost of complying with all the conditions of the Tender and of all matters and things necessary for the due and proper performance and completion of the canteen services as specified in the Licence Agreement.

11. Tender validity period

It is a condition of the Tender that the Tendered offer remains valid for acceptance for a period of 4 months from the deadline for lodgement of Tenders.

12. Information to be provided with Tender response

The following must be submitted:

(a) This Tender in duplicate duly completed and duly signed; (b) Business profile and Trade references of the Tenderer; (c) Financial statements of the Tenderer; (d) Full details of the variety of food to be offered (which must be in accordance

with Food and Drink Criteria of the NSW Healthy School Canteen Strategy as published from time to time by the NSW Department of Education) together with an example of a menu with pricing (inclusive of GST);

(e) Details of pricing and pricing policy; (f) Details of any discounts that may be offered to purchasers; (g) Details of strategies to maintain equipment in good working order and repair; (h) Details of a hygiene plan and training programme for the canteen; (i) Details of the proposed licence fee (inclusive of GST) to be paid for the first year

plus equivalent licence fee per week under the Licence Agreement; (j) Proposed staffing numbers to run the canteen; (k) Sufficient details to enable the Committee to assess each tender against the

selection criteria in Item 8.1 of the Tender Offer.

5

13. Execution of formal agreement

The successful Tenderer must, upon being notified by NSW Department of Education of the acceptance of the tender, return to (insert details) within 7 days of their receipt:

(a) The Licence Agreement in duplicate duly signed by the Licensee and any

guarantor, and if liable for stamp duty, duly stamped by the Office of State Revenue;

(b) A duly signed Section 16(3) Certificate under the Retail Leases Act, if applicable; and

(c) The duly signed Disclosure Statement; and must forward with those documents:

(d) A cheque for the security deposit or bank guarantee as required under the Licence Agreement where applicable;

(e) A cheque for the legal costs, if any, of the Licensor in accordance with a tax invoice to be furnished and in accordance with the provisions of the Licence Agreement; and

(f) A certificate of insurance for the cover required under clause 24.3 of the Licence Agreement.

14. Declaration by Tenderer

The undersigned hereby: (a) Tenders and offers to provide the School Canteen Services upon and subject to

the conditions set forth in the Tender reply; (b) Acknowledges the terms and conditions of the Licence Agreement to apply to the

premises as set out in the Licence Agreement attached to this Tender; (c) Acknowledges the matters set out in the Disclosure Statement attached to this

Tender; (d) Acknowledges that if the Tender is accepted, there must be compliance with

clause 13 of this Tender within 7 days of the receipt of notification of acceptance.

Date:

Signed:

6

Telephone: Facsimile: e-mail address: Name of contact person: Name and address of each guarantor:

If a company, details of shareholding:

Details of Tenderer 1. Trading name:

2. Australian Business Number:

3. Full name of the proprietor of the trading name:

4. The registered business address of the Tenderer:

5. Postal address of Tenderer:

6.

7.

8.

9.

10.

Appendix E

The State of New South Wales by its Department of Education

And

(Licensee) And

(Guarantor(s))

Canteen Licence Agreement For

School

1 Department of Education

1. Definitions and Interpretation ............................................................................ 3 2. Grant of Licence ............................................................................................... 5

3. Term ................................................................................................................. 5 4. Permitted Use ................................................................................................... 5

5. Holding Over .................................................................................................... 5 6. Option to Renew ............................................................................................... 5

7. Licence Fee ...................................................................................................... 6 8. Interest ............................................................................................................. 6

9. Security Deposit ............................................................................................... 7

10. Nature of Rights Granted .................................................................................. 8 11. Obligations of the Licensee .............................................................................. 8

12. Child safety, welfare and wellbeing ................................................................. 10 13. Staff ................................................................................................................ 13

14. Deliveries ....................................................................................................... 13 15. Fittings and equipment ................................................................................... 14

16. Cleaning ......................................................................................................... 14

17. Waste Disposal/Pest Control .......................................................................... 15 18. Inspections ..................................................................................................... 15

19. Utilities............................................................................................................ 15

20. Telephone ...................................................................................................... 16 21. Signage and Advertising ................................................................................. 16

22. Car parking ..................................................................................................... 16

23. Damage to Stock or Property .......................................................................... 17 24. Licensee Responsibilities ............................................................................... 17

25. Insurance ....................................................................................................... 18

26. Indemnity ........................................................................................................ 18 27. Assignment and sub-licencing ........................................................................ 19 28. Rights of termination ....................................................................................... 19

29. Essential terms ............................................................................................... 19 30. Costs .............................................................................................................. 19

31. Principal ......................................................................................................... 20 32. Notices ........................................................................................................... 20

33. Guarantee and Indemnity ............................................................................... 21 34. Miscellaneous ................................................................................................. 21


Schedule 1 ............................................................................................................................. 23

Schedule 2 – Licensor’s Equipment ....................................................................................... 25 Schedule 3 – Option Notice .................................................................................................... 26


This Licence Agreement made on the day of

Between The State of New South Wales by its Department of Education of 105 Phillip Street, Parramatta NSW 2150 on behalf of the School (‘the Licensor’) (Licensee’s name) ABN

of (street address)

(‘the Licensee’); and

(Guarantor(s)’

name) Of (street

address)

(‘the Guarantor(s)’) Recitals

A. The School requires the provision of School Canteen Services at the Premises.

B. The parties have agreed that, subject to the terms and conditions of this agreement, the Licensee shall supply the School Canteen Services to the Licensor at the Premises.

C. In consideration of the Licensor granting this Licence to the Licensee, the Guarantors guarantee the performance of the Licence by the Licensee and indemnify the Licensor in respect of any breach by the Licensee of this Licence.

It is agreed

1. Definitions and Interpretation

1.1 In this agreement the following definitions shall apply:

a) ‘Commencement Date’ means the commencement of this Licence as specified in item 3.

b) ‘Disclosure Statement’ means the disclosure statement provided by the licensor, pursuant to the Retail Leases Act 1994 (NSW), to the Licensee prior to the date of this Licence.

c) ‘GST’ has the meaning given to that term by the Act entitled A New Tax System (Goods and Services Tax) Act 1999.

d) ‘Guarantors’ means the person or people specified in Item 8.

e) ‘Healthy School Canteen Strategy’ means the Licensor’s policy requirements (as revised or replaced from time to time) which aims to increase the availability and promotion of healthy food and drinks in schools.

f) ‘Item’ means items referred to in Schedule 1.

g) ‘Licence’ means this agreement.


h) ‘Licence Fee’ means the annual amount specified in Item 2.

i) ‘Licensee’ means the Licensee named in Item 1 and includes its permitted successors and assignees.

j) ‘Licensor’s Equipment’ means the equipment, if any, provided in the Premises by the Licensor as set out in Schedule 2.

k) ‘Manager’ means the operational manager of the Licensee as advised from time to time by Licensee to the Licensor and from the commencement of this agreement is the person specified in Item 6.

l) ‘Option Notice’ means the notice, in the form set out in Schedule 3, to be served by the Licensee, to exercise its option under Clause 6 (if applicable).

m) ‘Permitted Use’ means School Canteen Services.

n) ‘Premises’ means that part of the School as identified in the plan attached to this License and/or as disclosed in Item 9.

o) ‘Principal’ means the person occupying the position of, or acting/relieving as, principal of the School.

p) ‘School’ means the school identified by the name and address in Item 12.

q) ‘School Canteen Services’ means the provision and sale of food, drinks and related products as approved by the Principal.

r) ‘Security Deposit’ means the amount, if any, specified in Item 7.

s) ‘Term’ is the period commencing from the Commencement Date as specified in Item 4.

t) ‘Trading Hours; means the hours and days specified in Item 5 or such other hours of the days as may be required from time to time by notice for the Licensor to the Licensee.

u) ‘Vacation Periods’ means those days fixed from time to time by the Minister for Education as school holidays.

1.2 In the interpretation of this Licence:

a) ‘person’ includes a corporation;

b) words importing the singular number shall include the plural number or vice versa;

c) words importing a gender shall include each other gender;

d) a reference to a party to this Licence shall include all receivers, managers, liquidators, successors in title and assigns of that party;

e) heading and the ordering of clauses shall be disregarded;

f) when two or more persons comprise the Licensee or any Guarantors all provisions in this agreement shall bind such a person and any two or greater number of them jointly and each of them separately;


g) references to weeks, months or years shall be calendar weeks, months or years.

2. Grant of Licence

The Licensor grants to the Licensee a licence to use the Premises for the Permitted Use subject to the terms and conditions contained in this Agreement.

3. Term

3.1 This Licence shall commence on the Commencement Date for the duration of the Term.

3.2 Notwithstanding the Term either party may, by giving not less than 3 months written notice to the other, terminate this Licence.

3.3 The Licence may not be terminated prior to the expiration of the Term other than in accordance with the provisions of this agreement.

4. Permitted Use

4.1 The Licensee must use the Premises for the conduct of School Canteen Services during the Trading Hours.

4.2 The Licensee must not use the premises for any use which is not School Canteen Services without prior consent of the Licensor.

5. Holding Over

5.1 If following the expiration of the Term (or option period if applicable) the Licensee remains in possession of the Premises, it shall pay for each additional month of occupation or part thereof to the Licensor four weekly instalments of the annual licence fee payable at the expiration of the Term increased by 4%.

5.2 Any such occupancy shall be terminable by either party at any time by the provision of not less than one month’s written notice to the other.

6. Option to Renew

6.1 This clause 6 operates only if an option period is set out in Item 11.

6.2 If the Licensee wishes to enter into a further licence of the Premises for any further period specified in Item 11, the Licensee must:

a) not less than 6 months before the expiration of the then current Term serve an Option Notice, by mail or electronic transmission to the address or email address specified in the Option Notice and;

b) as at the date of the Option Notice and at the last day of the Term the Licensee not be in default under this Licence,


then the Licensor shall grant the Licensee a further licence for the further term specified in Item 11 on the same conditions as are contained in this licence, except as provided in clause 6.3.

6.3 The further licence shall contain identical provisions as are contained in this licence except it shall be amended as follows:

a) Clause 6 and Item 11 shall be deleted;

b) the new term will commence on the day immediately following the last day of the current Term;

c) the annual Licence Fee on the first day of the further term will be the Licence Fee payable on the last day of the current Term increased by 4% or as otherwise stated in Item 2.

6.4 Upon the receipt of the notice under clause 6.2 the Licensor may within 2 months calculated from the date of service serve a notice on the Licensee advising that the Licensor will not grant a further licence. The Licensor will not be required to give any reasons. If this notice is given there will be no further term, this licence will terminate at the expiry of the Term and the holding over provisions in clause 28 will not apply.

7. Licence Fee

7.1 The Licensee must pay the annual Licence Fee specified in Item 2 to the Licensor in advance by instalments.

7.2 The Instalments:

a) are calculated by dividing the annual Licence Fee by the agreed number of instalments;

b) instalments will be based on school operating periods;

c) are inclusive of GST; and

d) as specified in Item 2A.

7.3 On each anniversary of the commencement of the Term the Licence Fee shall increase by 4% or as otherwise as stated in Item 2.

7.4 The Licensee shall pay the instalments within 14 days of the receipt by the Licensee of a tax invoice from the Licensor.

8. Interest

The Licensee must pay interest to the Licensor on any money which is or becomes due and payable under this Licence from when it fell due to be paid until the date it is actually paid at the rate of 10% per annum. Such interest shall accrue and be calculated on a daily basis.


9. Security Deposit

9.1 As security for the performance of its obligations under the Licence, the Licensee must before the Commencement Date provide the Security Deposit to the Licensor either by bank guarantee, cash or cheque.

9.2 If the Security Deposit is to be satisfied by a bank guarantee:

a) It must be issued by a bank authorised under the Banking Act 1959:

(i) contain no expiry date;

(ii) note the interests of the Licensor and the details of the Premises; and

(iii) such other terms reasonably required by the Licensor;

b) If the Licensee defaults under the Licence the Licensor my call upon the bank guarantee for the amount necessary to remedy the default and to indemnify the Licensor for all loss it sustains as a consequence of the default;

c) If the Licensor calls up any money under the bank guarantee the Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to the Licensor a bank guarantee in identical terms for the full amount of the Security Deposit.

9.3 If the Security Deposit is paid by cheque or cash :

a) it must be deposited by the Licensor with the Office of the Small Business Commissioner (OSBC) (or any successor) within the time required by the Retail Leases Act 1994 (NSW):

b) if the Licensee defaults under the Licence the Licensor is entitled to make an application to the OSBC to pay all or part of the Security Deposit as it may be entitled to under the Retail Leases Act and this Licensee to rectify the default and to indemnify the Licensor for all loss it sustains as a consequence of the default:

c) if the Licensor calls on all or part of the Security Deposit the Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to the Licensor that amount to be lodged with the OSBC to make up the Security Deposit;

9.4 Any interest earned on the Security Deposit arising from its lodgement, will accrue to the benefit of the Licensee and unless prohibited by any law, will not be paid to the Licensee until the return of the Security Deposit upon the expiration or sooner termination of this Licence and will be included as part of the Security Deposit available to the Licensor under the Licence.

9.5 Any appropriation of the Security Deposit to the Licensor shall not waive any unsatisfied obligation of the Licensee nor prejudice any other right of the Licensor arising from the default of the Licensee.

9.6 On the expiration of the Term or sooner termination of this Licence subject to any claim the Licensor has on the Security Deposit:


a) if a cheque or cash deposit it, or any applicable balance, will be refunded to the Licensee

or

b) if a bank guarantee, it will be returned to the Licensee;

within 30 days of the Licensee vacating the Premises and complying with all of its obligations under this Licence.

10. Nature of Rights Granted

10.1 The Licence does not create between the parties the relationship of lessor and lessee, principal and agent, franchisor and franchisee or employer and employee.

10.2 The Licensee acknowledges that this Licence does not grant the Licensee the exclusive right to provide the School Canteen Services at the School nor the exclusive right of occupation of the Premises.

10.3 The Licensor may permit students and staff at the School, members of a parent organisation and any other members of the School community to conduct social events on the School premises. These events may include use of the Premises and/or the sale of items included in School Canteen Services.

10.4 The Licensee must enter into all agreements with its suppliers and others in relation to the School Canteen Services in its own name as an independent party and must not hold out to any party that the Licensor will be liable to any such supplier for debts incurred in supplying goods and services to the Licensee.

11. Obligations of the Licensee

The Licensee must:

11.1 use the Premises only for the provision of School Canteen Services and keep it open to customers for such purposes during the Trading Hours;

11.2 conduct the School Canteen Services in a professional and competent manner;

11.3 comply with the Food Standards Code under the Food Act 2003 as amended from time to time or any other such Acts including requirements of the local council which amends or replaces those provisions;

11.4 comply with the Food and Drink Criteria of the Healthy School Canteen Strategy and other relevant departmental requirements as published from time to time by the Licensor and withdraw from the sale at the Premises any item which the Licensor in its absolute discretion, deems inappropriate;

11.5 not bring upon the Premises or permit to be done any act, matter or thing which may be a nuisance or inconvenience or cause damage or annoyance to the Licensor, its students of invitees at the School or which may breach any law or requirement of any competent authority for the time being in force;

11.6 not do or permit to be done in the Premises anything in the nature of overloading any floor;


11.7 not do or bring or permit to be done or brought upon the Premises any act, matter or thing which might prejudicially affect the rights of the Licensor under any insurance policy held by the Licensor;

11.8 not interfere with any part of the fire alarm or sprinkler systems which may exist at the Premises or any air conditioning equipment or any other machinery which may be supplied by the Licensor to the Premises;

11.9 not carry out any structural or other alterations to the Premises;

11.10 not use or store chemicals, liquids or gas in the Premises without the prior written approval of the Licensor which approval shall not be unreasonably withheld if such use or storage is required for the conduct of the Permitted Use;

11.11 not damage any fixtures, structures or installations belonging to the Licensor, in the Premises or permit anyone else to do so;

11.12 permit any nominee of the Licensor at any time entry to the Premises;

11.13 obtain all necessary consents from any competent authority for the conduct of School Canteen Services from the Premises and comply with all requirements of such competent authority throughout the Term;

11.14 not sell from the Premises any cigarettes or other tobacco products or permit any such products to be used in the Premises or otherwise in the School;

11.15 not bring into or consume, permit anyone under the control of the Licensee to bring into or consume alcohol in the Premises or the School;

11.16 not permit any amusement machine, music machine, amplified sound system or television to be used without the prior written consent of the Licensor which may be withheld in the Licensor’s absolute discretion;

11.17 not place any vending machine on any part of the School except within the Premises;

11.18 lock up and secure the Premises on leaving the Premises each day after the conclusion of Trading Hours;

11.19 promptly discharge all debts, claims and liabilities and any other obligations arising out of or connected with the conduct of the School Canteen Services;

11.20 display at all times in a conspicuous place in the Premises for customers to peruse a legible price list of all the goods to be sold by the Licensee, such goods and price list must be approved by the Principal before the Commencement Date and at any time the Licensee proposes to vary the goods sold and/or the prices. Such approval shall not be unreasonably withheld subject to clauses 4.2 and 11.4;

11.21 upon the expiry of the Term or the sooner termination of this Licence, the Licensee must:

a) vacate the Premises removing all property of the Licensee and leaving the items specified in Schedule 2; and

b) leave the Premises in good repair and condition, fair wear and tear


excepted taking into account the condition in which the Premises were at the time of the first occupation of the Premises by the Licensee under this Licence or in any licence agreement pre-dating this Licence in which the Licensee is a party or took an assignment from the Licensee as named in that licence; and

11.22 not hold itself out to be an employee or agent of the Licensor.

12. Child safety, welfare and wellbeing

12.1 Comply with CP Act

The Licensee must be aware of and comply with the requirements of the Child Protection (Working with Children) Act 2012 and the Child Protection (Working with Children) Regulation 2013 and the Children (Education and Care Services) National Law (NSW) (collectively the CP Act) and any other ancillary legislation and the policies of the Licensor on child protection.

12.2 Extent of obligation

The Licensee must ensure that all persons who are engaged in child related work in relation to the Permitted Use, as defined in the CP Act, which include subcontractors and volunteers, comply with the requirements of the CP Act.

12.3 Notify Police

The Licensee must notify the Police if an allegation is made against one of its workers or invitees of disqualifying offences within the meaning of Schedule 2 of the CP Act.

12.4 Notification to Principal

The Licensee must notify the Principal within 1 working day when it becomes aware that one of its workers or invitees:

a) has been referred to the Police in relation to a disqualifying offence within the meaning of Schedule 2 of the CP Act;

b) has been charged by the Police in relation to a disqualifying offence within the meaning of Schedule 2 of the CP Act; or

c) has been found guilty of a disqualifying offence within the meaning of Schedule 2 of the CP Act.

12.5 Further Notification to Principal

The Licensee must provide the Principal with information it receives relating to the safety, welfare or wellbeing of a particular child or a class of children who the Licensee knows is enrolled in and/or attends a School where the Licensee reasonably believes this information would assist the Principal to make any decision, assessment or plan, or conduct any investigation or provide any service, relating to the safety, welfare or wellbeing of the child or a class of children. This obligation may include but is not restricted to the following information:

a) educational records, assessments, welfare reports and counselling


b) records;

c) reports of health-related incidents where: i) medication, such as asthma reliever medication, was

administered to the child; ii) the child was transported to a hospital or the parents of the

child were advised to take the child to a health care professional o to a hospital; and

iii) medical attention was provided at the Premises by an ambulance officer or health care professional;

d) apprehended personal violence orders or apprehended domestic violence orders or information that a child attending the School may have been exposed to domestic violence; and

e) allegations that a child has been or is at risk of being physically or sexually abused or ill-treated unless the Licensee is specifically advised by the NSW Police not to provide this information to the Principal or by the Joint Investigation Response Team and in those circumstances the Licensee must write to NSW Police or the Joint Investigation Response Team to provide this advice and request that NSW Police inform the Principal as soon as they deem it appropriate to do so.

12.6 Acknowledgments in relation to child protection

The Licensee acknowledges that:

a) if the child is enrolled in a government school, the Principal must advise the Director of Public Schools, or such other departmental authority as identified from time to time by the Licensor, of any information provided under clause 12.4;

b) the safety, welfare and wellbeing of children and in particular protecting them from child abuse, is the paramount consideration when the Director of Public Schools considers what further use or disclosure will be made of the information received. This will include informing various other persons in compliance with the Licensor’s requirements and may include informing members of the School community of the information provided under clause 12.4 where those community members may be directly affected by the information;

c) it is responsible after consulting with the Police and/or the Department of Family and Community Services for advising the parents of any children who use their service of the matters set out in clause 12.4;

d) it must provide the Principal with evidence of the contact it has made with such parents; and

e) no obligation placed on the Licensee to inform any person should be regarded as removing the right of the Principal to take any additional action consideration necessary to contact the Police or other appropriate authority or inform members of the School community


12.7 Verification of compliance

The Licensee must complete and sign the Child Protection Declarations as required under the CP Act or by the Licensor.

12.8 Persons to be excluded The Licensee must not employ, or continue to employ as a worker a person in child related work if the Licensee knows or has reasonable cause to believe that:

a) the worker is not the holder of a working with children check clearance under the CP Act that authorises that work or contact with children and that there is no current application by the worker to the Children’s Guardian for a clearance of a class applicable to that work; or

b) the worker is subject to an interim bar.

12.9 Change in Licensor requirements

The licensor may in his absolute discretion at any time change the provision of this agreement in relation to child protection. Upon notification of any change, the Licensee must comply with the changes as notified within such reasonable time as is specified in the notice.

12.10 Application of clause

For the purposes of this clause:

a) ‘child’ means a person under the age of 18 years;

b) ‘Children’s Guardian’ means the Children’s Guardian appointed under section 178 of the Children and Young Persons (Care and Protection) Act 1998;

c) ‘Joint Investigation Response Team’ is a team of representatives of NSW Police, Department of Family and Community Services and NSW Health formed to undertake a joint investigation of child protection matters where there is a possibility the abuse of a child is a criminal offence;

d) ‘Principal’ means the person occupying the position of, or acting as, principal of the School in which a child is enrolled and/or is known to attend;

e) ‘School’ means a government school or registered non-government school within the meaning of the Education Act 1990;

f) ‘worker’ includes a person who is engaged in work in any of the following capacities:

- employee;

- self-employed person or is a contractor of subcontractor;

- volunteer;

- undertaking practical training as part of an educational or


- vocational course (other than as a school student undertaking work experience); and

- as a minister, priest, rabbi, mufti or other like religious leader or spiritual officer of a religion or other member of a religious organisation.

13. Staff

13.1 The Licensee must employ a sufficient number of trained and competent persons to provide the School Canteen Services, including the receipt at the Premises of all deliveries in accordance with clause 14.

13.2 The Licensee must ensure that all staff employed in the Premises comply with the requirements of the Food Authority for handling in a safe and competent manner the preparation and sale of food.

13.3 The Licensee must not without the prior consent of the Licensor (which may be withheld in the Licensor’s absolute discretion):

a) employ or otherwise engage any person in the conduct of the School Canteen Services who has a criminal conviction;

b) whilst so employed or otherwise engaged by charged with any criminal offence; or

c) knowingly permit any person with such characteristics to be upon the Premises.

13.4 The Licensor may in its absolute discretion, and without giving any reason, advise the Licensee that:

a) any employee of the Licensee must not work in the Premises;

b) any person otherwise engaged in the conduct of the School Canteen Services at the Premises may not be so engaged.

Once advised under this clause 13.4, the Licensee must not further permit that employee to remain at the Premises or such other persons to be otherwise engaged in the conduct of the School Canteen Services at the Premises.

13.5 The Licensee must nominate from time to time a Manager and a 24 hour telephone contact number for that person.

13.6 Unless otherwise approved by the Licensor, the provisions in clause 13.2, 13.3 and clause 13.4 apply to the Licensee and where applicable, to any director of the Licensee.

14. Deliveries

14.1 All deliveries made to the Licensee at the School must be restricted to those reasonably necessary for the conduct of the School Canteen Services and not for use elsewhere by the Licensee.

14.2 All items required to be held by the Licensee for the provision of the School Canteen Services must be stored within the Premises.

14.3 The Licensee must ensure that:


14.4 a) it always has on hand sufficient staff to take delivery of all foodstuffs and

other commodities required for the conduct of the School Canteen Services and at no time request the assistance of the School staff to take delivery on the Licensee’s behalf;such items are delivered to the Premises in such a manner so as not to damage any property of the Licensor or to cause injury to any staff of the Licensor or student at the School or other invitees;

b) such items are delivered to the Premises by such route over the School as is prescribed from time to time by the Licensor; and

c) such items may only be delivered unless otherwise agreed by the Principal during the time specified in Item 10.

15. Fittings and equipment

15.1 The parties acknowledge that the Licensor has provided Licensor’s Equipment. The Licensee may use these items without additional charge but the Licensor is under no obligation to repair or replace any such item that may be damaged or become worn out during the Term, any option period or period of holding over.

15.2 If any of the items specified in Schedule 2 should be damaged or destroyed during the Term, any option period or period of holding over, the Licensee must at the expense of the Licensee repair where appropriate or replace such items.

15.3 The Licensee must supply at its own expense any other equipment reasonably necessary for the conduct by it of the School Canteen Service.

15.4 Upon the expiration of this Licence the Licensee must remove everything brought into the Premises by the Licensee, ensuring that no damage is caused to the property of the Licensor, the Premises of the School, during its removal and if so immediately rectify all such damage, at its own expense.

15.5 If upon the termination of this Licence the Licensee fails to remove from the Premises any of its property, including any fixtures or plant and equipment the Licensor is entitled to:

a) remove all such items and upon their removal to do with such items as the Licensor in its absolute discretion determines; and

b) recover from the Licensee the cost of such removal and disposal (if applicable);

without any liability or need to account to the Licensee.

16. Cleaning

16.1 In the provision of the School Canteen Services, the Licensee must ensure that the Premises are kept clean and hygienic at all times, including ensuring that all litter and any spills are promptly cleaned up.


16.2 The Licensor will at its own expense arrange for the Premises to be cleaned daily by a cleaning contractor appointed by the Licensor to the specifications agreement from time to time between the Licensor and the contractor.

16.3 Any cleaning of the Premises required at the end of each day in addition to the cleaning undertaken by the Licensor in accordance with clause 16.2 must be performed by the Licensee at its expense and to the satisfaction of the Licensor.

16.4 The Licensee must at its expense, promptly remove all garbage from the Premises and must keep thoroughly clean all utensils, equipment and appliances used in connection with the School Canteen Services.

17. Waste Disposal/Pest Control

17.1 The Licensor will make available in the Premises, appropriate garbage bins for the disposal of waste. Such bins will be emptied in a timely manner by the Licensor at is expense.

17.2 The Licensee must ensure all rubbish and other waste material from the conduct of the School Canteen Services is placed in the bins provided by the Licensor.

17.3 The Licensor will have the Premises treated for pest control at the same time as the School is treated. If by reason of the nature of the School Canteen Services, there is a need for an additional pest control treatment for the Premises, the Licensee will be required to pay the cost of that additional pest control treatment.

18. Inspections

18.1 Any nominee of the Licensor shall be at liberty, at all times without notice to the Licensee, to enter the Premises and to undertake any inspection considered necessary as to the state and condition of the Premises and of the compliance of the Licensee of the terms of the Licence.

18.2 Any person authorised by the Licensor may at any time and without notice to the Licensee obtain samples of any item offered for sale or otherwise used in the Premises as part of School Canteen Services for analysis. If any item is found not to be of approved quality or true to its label it must be removed and destroyed by the Licensee.

18.3 The Licensee must arrange for the Premises to be inspected at least once per year, by the health inspector appointed by the local Council. Any cost that applies to these inspections must be paid by the Licensee.

18.4 The Licensee must provide the Licensor with:

a) copies of all inspection reports and improvement notices received by the Licensee in respect of the Premises; and

b) any enforcement actions commenced against the Licensee in respect of the Premises or in relation to the provision of similar services at any other premises.

19. Utilities


19.1 Normally the cost of water, sewerage and electricity is included in the


19.2 Licence Fee but the Licensor reserves the right at any time during the Term to charge the Licensee, from the date of notice to the Licensee, the percentage specified in Item 13 of the charges to the School for any one or more of electricity, water and sewerage costs which in this event must be paid in addition to the Licence Fee.The Licensee must use best endeavours to ensure that electricity and gas (if applicable) are used appropriately.

20. Telephone

20.1 The Licensor is under no obligation to make available a telephone for the use of the Licensee in the Premises.

20.2 If a telephone is installed in the Premises in the name of or on behalf of the School the Licensee must pay all charges applicable to the connection and for the use of the telephone during the continuance of this Licence.

21. Signage and Advertising

21.1 The Licensor will at the cost of the Licensee provide signs to identify the location of the Premises within the precincts of the Premises.

21.2 The Licensee may at its own cost erect, at a place approved by the Principal, one sign outside and in the immediate vicinity of the Premises identifying the Licensee, any trade name used by the Licensee, its services and hours of operation of the canteen.

21.3 The Licensee must not refer to the Licensor in any advertising.

21.4 The Licensee must not advertise its presence at the School without the prior written approval of the Principal which approval shall not be unreasonably withheld.

22. Car parking

22.1 The Licensee must not park any motor vehicle in the School grounds and may not park any motor vehicle in the School carpark without the prior approval of the Licensor which may be given in the absolute discretion of the Principal.

22.2 If the Licensor grants permission for the Licensee, its employees or invitees to park in the School car park, the Licensor is not liable for:

a) any damage to motor vehicles entering or leaving the School, whilst they are in the carpark or being moved by the Licensor (as permitted by this Licence);

b) the theft of any motor vehicle or any parts, equipment, personal property or contents of any motor vehicle whilst parked in the School.

22.3 Any motor vehicle parked in the School other than in accordance with this agreement, may be removed by the Licensor at the Licensee’s cost and the Licensee releases the Licensor from all liability incurred as a result of its actions taken in good faith under this clause.


22.4 The Licensee must ensure that all vehicles used to deliver items specified in

clause 14 only park in the School in such locations, if any, as are approved from time to time by the Licensor.

23. Damage to Stock or Property

The Licensor shall not be liable under any circumstances to the Licensee or to any other person for any loss or damage occasioned to any property including stock of the Licensee required for the School Canteen Services howsoever arising whether due to the negligence of the Licensor or otherwise.

24. Licensee Responsibilities

24.1 Premises Evacuation

The Licensor may close the Premises and require its evacuation in an emergency. The Licensee, its employees and invitees must make themselves aware of the emergency evacuation procedures and must comply with all directions of the Licensor and emergency services personnel in the case of an evacuation or evacuation exercise.

24.2 Fire Safety

The Licensee must:

a) not store anything in the Premises which is dangerous, explosive or could increase the risk of fire in the Premises, except as reasonably required for the conduct of the School Canteen Services and with the prior approval of the Licensor::

b) not interfere with any fire safety equipment supplied by the Licensor in the Premises; and

c) comply with all fire safety laws and regulations in its use of the Premises.

24.3 Not interfere

The Licensee must not interfere:

a) with or overload any of the services that pass through, under or over the Premises and must pay the cost of rectifying any damage which it causes to those services.

b) in any way with the operation of the School or with records, materials or equipment of the School’s staff and in particular not use any equipment, furniture, appliance or apparatus or the School, except any item set out in Schedule 2, unless expressly authorised to do so by the Principal.


24.4 Accidents

If any accident should occur in the Premises or within the grounds of the School involving the Licensee or any employee or invitee of the Licensee, the Licensee must promptly provide to the Principal a written report of the accident with sufficient details to enable the Licensor to respond to any claim that may be made against the Licensor for damages arising from such accident.

25. Insurance

25.1 The Licensee must at its expense maintain for the Term, any option or period of holding over:

a) all policies of insurance that are required by law for the employees for the Licensee including workers’ compensation;

b) a public liability insurance policy for a cover of not less than $20,000,000.00 and to cover any liability howsoever caused to any person upon the Premises.

25.2 If the Licensor is required by law from time to time to hold certain insurance policies which would include the conduct of the business of the Licensee under this Licence the Licensee must at its expense take out and maintain such additional insurance policies as may be required in order for the Licensor to comply with its legal requirements.

25.3 The Licensee must provide evidence of compliance with clause 25.1 and 25.2 (if applicable) on or before the Commencement Date and at such other times as reasonably requested by the Licensor.

25.4 The Licensee indemnifies the Licensor for all damages to any plate glass, fixtures and fittings of the Licensor at the Premises howsoever such damage is caused.

25.5 The Licensee must notify the Licensor in writing as soon as reasonably practicable after the Licensee becomes aware of any event or occurrence likely to give rise to a claim under the insurance specified in clause 25.1 or 25.2 and thereafter provide all assistance as may be required by the insurer and the Licensor regarding the subject matter of the notice.

26. Indemnity

26.1 The Licensee indemnifies the Licensor against liability for all loss, damage or injury to persons or property caused or contributed to by the Licensee, its employees or agents whether through negligence or otherwise in connection with the operation of the School Canteen Services or in breach of this Licence. The Licensee must at its own expense make good the amount of all claims, damages, costs and expenses arising from such damage or injury to persons or property.

26.2 The Licensee must duly and punctually pay or otherwise discharge all outgoings, debts, claims, liabilities and other obligations arising out of or connected with the conduct by the Licensee of School Canteen Services or


be in breach of this Licence.

26.3 The Licensor shall not be liable under any circumstances to the Licensee or to any other person for any loss or damage occasioned by defect of malfunction in any services to the Premises or for loss incurred as a consequence of damage to the stock, fittings or fixtures of the Licensee whether such loss arises pursuant to the negligence of the Licensor, its employees, contractors or agents or otherwise and the Licensor shall further not be liable for the safety of any stock or property installed, placed or left in the Premises under this Licence.


27. Assignment and sub-licencing

27.1 The Licensee must not enter into any sub-licence of the Premises or assign this Licence, unless clause 27.2 applies.

27.2 The Licensee may with the consent of the Licensor assign this Licence and in this event the provisions of the Retail Leases Act 1994 (NSW) shall apply.

27.3 If the Licensee is a company, a substantial change in its directors or shareholders is deemed to constitute an assignment of this Licence. The reasonable opinion of the Licensor about what constitutes a substantial change is conclusive.

28. Rights of termination

28.1 This Licence shall terminate at the option of the Licensor if at any time during the Term the Licensee:

a) fails to pay the Licence Fee within 7 days of such fee becoming due and payable; or

b) fails to observe and perform any of the obligations and undertakings on the part of the Licensee required to be observed and performed under this Licence after 7 days from receiving notice from the Licensor of such failure; or

In such event the Licensor may enter the Premises, re-take possession excluding the Licensee from the Premises and terminate this Licence.

28.2 This Licence shall also be terminated on notice of not less than two months if the Licensor elects to close the School permanently or for some indefinite period exceeding one month. In this event the Licensor will not be liable to the Licensee for any damages as a result of the early termination.

29. Essential terms

The parties agree that the following are essential terms of this Licence:

a) clause 4.1 (Permitted Use)

b) clause 7.1 (Licence Fee)

c) clauses 11.1, 11.2, 11.3, 11.4 and 11.13 (Obligations of the Licensee)

d) clause 12 (Child safety, welfare and wellbeing);

e) clause 25.1 and 25.2 (Insurance); and

f) clause 27.1 (Assignment and Sub-licencing).


30. Costs

30.1 Each party must pay its own legal costs and disbursements in relation to the preparation of this Licence. The Licensor may in its discretion charge the Licensee for any legal costs incurred in negotiating the terms and conditions of this Licence as may be permitted under the Retail Leases Act 1994. The Licensee must pay any stamp duty payable on the Licence.

30.2 The Licensee must pay all professional costs on any surrender or other early termination of the Licence together with all professional costs incurred by the Licensor in remedying or attempting to remedy any breach or default by the Licensee and in or incidental to the exercise or attempted exercise of any right or power of the Licensor in consequence of any breach or default.

31. Principal

The Licensor has delegated to the Principal the authority to receive a notice, give consent or give a direction wherever in this Licence it is specified that the Principal may receive notices, give directions or grant consents.

32. Notices

32.1 The parties may service notices in the manner prescribed by section 170 of the Conveyancing Act 1919 (NSW).

32.2 In addition:

a) Until such time as the Licensor effects a re-entry or otherwise excludes the Licensee from the Premises the Licensor may service notices on the Licensee by leaving them at the Premises during Trading Hours and in that case service is deemed to have been effected on delivery;

b) The Licensee must service notices (except an Option Notice which must be served in accordance with Clause 6) on the Licensor by delivery to the office of the Principal at the School between the hours of 9:00am and 3:00pm Monday to Friday but excluding public holidays, school holidays or days on which the office is not staffed; and

c) Notices may also be served by being sent by electronic transmission to the following:

1) To the Licensor to the number specified in Item 15: and

2) To the Licensee to the number specified in Item 16.

32.3 Any notice given by electronic transmission;

a) will be deemed to be served on the date when the electronic communication is sent, provided that the sender has not


received notification that the communication was unable to be delivered to the recipient; and

b) if to the Licensee and the notice is sent on a weekend or public holiday or after 5:00pm on any day will be deemed to be served on the next day which is not a weekend or public holiday; and

c) if to the Licensor must be received between the time and on the day specified in clause 32.2 (b) and if not will be deemed to be served on the next day that is not excluded under clause 32.2(b).

33. Guarantee and Indemnity

(Note: this clause 33 only applies if a Guarantor is named in Item 8)

33.1 The Guarantors acknowledge that this Licence has been granted to the Licensee at their request and in consideration of this request they covenant for themselves, their executors, administrators and assigns with the Licensor as follows:

a) they unconditionally guarantee jointly and severally the payment when demanded from the Guarantor of every sum of whatever nature payable by the Licensee to the Licensor under this Licence;

b) if the Licensee fails to perform any of the covenants in this Licence the Guarantor indemnifies and keeps indemnified the Licensor from and against all actions, claims, costs, and damages arising out of any such non- performance; and

c) the Licensor is not required to pursue the Licensee for any breach of this Licence by the Licensee before or at the same time any action is taken for such breach against the Guarantor(s).

33.2 This guarantee and indemnity shall not be affected in any way by any of the following:

a) any variation with or without the consent or knowledge of the Guarantor of any of the covenants in this Licence;

b) any breach of the obligations of the Licensee with or without the consent or knowledge of the Guarantor of the Licensor;

c) the granting by the Licensor of any time or indulgence to the Licensee for the performance of any of the obligations of the Licensee;

d) the Licensee being wound up or passing a resolution for its liquidation or entering into voluntary administration or any other arrangement with its creditors;

e) the giving of any notice of termination of this Licence;

f) the absence of any notice to the Guarantor of default by the Licensee in respect of this Licence; or

g) any other circumstances of thing which but for this provision might determine or impair the operation of the guarantee or indemnity given in this clause by the Guarantor


34. Miscellaneous

34.1 Counterparts

This Licence may consist of a number of counterparts taken together constitute one and the same instrument.

34.2 Governing law This Licence is to be governed by, construed and take effect in accordance with the laws of New South Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales.

34.3 Severability

If any provision of this Licence is or becomes invalid or unenforceable or both, all other provisions which are capable of separate enforcement without regard to the invalid or unenforceable provision are and continue to be valid and enforceable.

34.4 Waiver and variation

a) A provision of or a right under this Licence may not be waived or varied except in writing signed by whoever is to be bound.

b) An attempt by the Licensor to mitigate the Licensor’s loss does not constitute a surrender of this Licence.

c) It is not a waiver of any breach or of the Licensor’s rights under any clause of this Licence if the Licensor:

1. does not exercise or delay exercising any right under any clause of this Licence;

2. gives any concession to the Licensee; or

3 attempts to mitigate the Licensor’s loss.

34.5 Entire agreement

This Licence and the Disclosure Statement contains everything the parties have agreed in relation to the matters it deals with. Not party can rely on an earlier document, or anything said or done by another party, or by a director, officer, agent or employee of that party, before this document was executed, except as permitted by law.


Schedule 1

Item 1 Licensee: (Clause 1.1(i)) ABN:

Item 2 Licence Fee (inclusive of GST)

(Clause 1.1(h) and 7)

Annual Licence Fee (GST inclusive)

GST Component

Year 1 $ $

Year 2 $ $

Year 3 $ $

Year 4 $ $

Year 5 $ $

Item 2A Instalments (Clause 7.2) Please select relevant instalment plan

Weekly (40 school weeks) Monthly (10 months) Quarterly (4 school terms) Annually (by year)

Item 3 Commencement Date: (Clauses 1.1 (a))

Item 4 Term:

(Clauses 1.1 (s) and 3)

Item 5 Trading Hours: (Clauses 1.1 (t) and 4.1)

Item 6 Licensee Manager:

(Clause 1.1(k))

Item 7 Security Deposit: Equivalent to 10 weekly instalments of the Licence (Clause 1.1 (r) and 9) Fee inclusive of GST,

Or (delete whichever does not apply) Lump sum of $ (incl. GST)


Item 8 Guarantors: (including residential address) (Clauses 1.1 (d) and 33)

Item 9 Description of Premises:

(Clause 1.1(n))

Item 10 Hours for receipt of deliveries:

(Clause 14.3(d))

Item 11 Option to Renew: Years (Clause 6)

Item 12 Name and address of school:

(Clause 1.1 (p))

Item 13 Contingent percentage to be paid by Licensee for electricity, water and sewerage rates and water usage (Clause 19.1)

0.00%

Item 14 NOT USED

Item 15 Email address of the Licensor: (Clause 32.2 (c)(1))

Item 16 Email address of the Licensee:

(Clause 32.2 (c)(2))


Schedule 2 – Licensor’s Equipment (Clauses 1.1 (j) and 15)

Description Make Model Estimated value @ commencement of Licence


Schedule 3 – Option Notice

(Clauses 1.1 (l) and 6)

To The Manager Financial Analysis

Department of Education Level 5, 105 Phillip St Parramatta NSW 2150

Email: [email protected]

RE: CANTEEN LICENCE AGREEMENT – NOTICE OF EXERCISE OF OPTION LICENSEE: SCHOOL: COMMENCEMENT OF LICENCE:

Pursuant to Clause 6 of the Licence Agreement for the provision of Canteen Services at the School, I/We serve notice of my/our intention to exercise my/our option for the further term as provided in the Licence Agreement.

I/We confirm that we are not currently in breach of the Licence Agreement and will not be at the expiration of the current Term. I/we acknowledge that Schools Finance will seek confirmation of the same from the School’s Principal. If it is found the I/we are in breach of the Licence Agreement I/we will not be granted a licence for a further term.

I/We undertake to sign any documents required by the Department of Education to give effect the exercise of my/our option, on or before the commencement date of the further term.

Signed: …………………………………………………………….

Name: ……………………………………………………………..

Date: ……………………………………………………………….



Signed as an agreement on 20

Optional executions– notes for completion

Please select which attestation is applicable for the Licensee.

The first is for a company, the second for an incorporated association, the third for an individual and the fourth for any guarantor. Complete and delete as required. This instruction should also be deleted.

The last attestation, being for the Delegate on behalf of the Department, will always need to be used.

EXECUTED by Pty Limited

ACN: in accordance with section 127 of the Corporations Act 2001:

Signature: ..................................................... Signature: .....................................................

Name:

.....................................................

Name:

.....................................................

Director

PLEASE PRINT PLEASE PRINT

Director/Secretary

EXECUTED by Inc, in accordance with the requirements of its Constitution:

Signature: .....................................................

Signature: .....................................................

Name:

Name:

PLEASE PRINT PLEASE PRINT

Position:

Position:


SIGNED by the Licensee in the presence of:

..........................................................................

.........................................................................

Signature of witness Signature of Licensee

..........................................................................

Name of witness

Address of witness

SIGNED by the Guarantor in the presence of:

..........................................................................

.........................................................................

Signature of witness Signature of Guarantor

.........................................................................

Name of witness Signature of Guarantor (if applicable)

Address of witness


SIGNED by …………………………………… as duly authorised delegate of the Licensor in the presence of:

..........................................................................

.........................................................................

Signature of witness Signature of Delegate of Licensor

..........................................................................

Name of witness

Address of witness

This page to be returned unsigned.

The delegation to approve school canteen licences is determined by State Contracts Control Board with delegated

officers of the State Office.

Principals are not to sign licence agreements

1

Appendix E

The State of New South Wales by its Department of Education

and

(Licensee) and

(Guarantor(s))

Canteen Licence Agreement

2

Contents 1. Definitions and Interpretation .................................................................. 3

2. Grant of Licence ..................................................................................... 4

3. Term....................................................................................................... 4

4. Permitted Use ........................................................................................ 4

5. Holding Over .......................................................................................... 5

6. Option to Renew..................................................................................... 5

7. Licence Fees .......................................................................................... 5

8. Interest ................................................................................................... 6

9. Security Deposit ..................................................................................... 6

10. Nature of Rights Granted ........................................................................ 7

11. Obligations of the Licensee .................................................................... 7

12. Child safety, welfare and wellbeing......................................................... 9

13. Staff...................................................................................................... 11

14. Deliveries ............................................................................................. 12

15. Fittings and equipment ......................................................................... 12

16. Cleaning ............................................................................................... 12

17. Waste Disposal/Pest Control ................................................................ 13

18. Inspections ........................................................................................... 13

19. Utilities ................................................................................................. 13

20. Telephone ............................................................................................ 13

21. Signage and Advertising ....................................................................... 14

22. Car parking........................................................................................... 14

23. Damage to Stock or Property ............................................................... 14

24. Licensee Responsibilities ..................................................................... 15

25. Insurance ............................................................................................. 14

26. Indemnity ............................................................................................. 15

27. Assignment and subletting ................................................................... 16

28. Rights of termination ............................................................................ 16

29. Essential terms ..................................................................................... 16

30. Costs .................................................................................................... 17

31. Principal ............................................................................................... 17

32. Notices ................................................................................................. 17

33. Guarantee and Indemnity ..................................................................... 17 34. Miscellaneous ...................................................................................... 19 Schedule 1......................................................................................................... 21 Schedule 2......................................................................................................... 23 Schedule 3......................................................................................................... 24

3

This Licence Agreement made on the day of

Between The State of New South Wales by its Department of Education of 105 Phillip Street, Parramatta NSW 2150 on behalf of the School (‘the Licensor’) (Licensee’s name) ABN

of

(‘the Licensee’); and

(Guarantor(s)’ name) of

Recitals

(‘the Guarantor(s)’)

A. The School requires the provision of School Canteen Services at the Premises. B. The parties have agreed that, subject to the terms and conditions of this agreement, the

Licensee shall supply the School Canteen Services to the Licensor at the Premises. C. In consideration of the Licensor granting this Licence to the Licensee, the Guarantors guarantee

the performance of this Licence by the Licensee and indemnify the Licensor in respect of any breach by the Licensee of this Licence.

It is agreed

1. Definitions and Interpretation

1.1 In this agreement the following definitions shall apply: a) ‘Commencement Date’ means the commencement of this Licence as specified in Item 3. b) ‘Disclosure Statement’ means the disclosure statement provided by the Licensor, pursuant to

the Retail Leases Act 1994 (NSW), to the Licensee prior to the date of this Licence. c) ‘GST’ has the meaning given to that term by the Act entitled A New Tax System (Goods and

Services Tax) Act 1999. d) ‘Guarantors’ means the person or people specified in Item 8. e) ‘Item’ means items referred to in Schedule 1. f) ‘Licence’ means this agreement. g) ‘Licence Fee’ means the annual amount specified in Item 2. h) ‘Licensee’ means the Licensee named in Item 1 and includes its permitted successors and

assignees. i) ‘Licensor’s Equipment’ means the equipment, if any, provided in the Premises by the Licensor

as set out in Schedule 2. j) ‘Manager’ means the operational manager of the Licensee as advised from time to time by the

Licensee to the Licensor and from the commencement of this agreement is the person specified in Item 6.

k) ‘Option Notice’ means the notice, in the form set out in Schedule 3, to be served by the Licensee,

4

to exercise its option under Clause 6 (if applicable).

5

l) ‘Permitted Use’ means School Canteen Services. m) ‘Premises’ means that part of the School as identified in the plan attached to this Licence and/or

as disclosed in Item 9. n) ‘Principal’ means the person occupying the position of, or acting as, principal of the School. o) ‘School’ means the school identified by name and address in Item 13 and the ABN of which is

specified in Item 14. p) ‘School Canteen Services’ means the provision and sale of food, drinks and related products

as approved by the Principal. q) ‘Security Deposit’ means the amount, if any, specified in Item 7. r) ‘Term’ is the period commencing from the Commencement Date as specified in Item 4. s) ‘Trading Hours’ means the hours and days specified in Item 5 or such other hours or days as

may be required from time to time by notice from the Licensor to the Licensee. t) ‘Vacation Periods’ means those days fixed from time to time by the Minister for Education as

school holidays. 1.2 In the interpretation of this Licence:

a) ‘person’ includes a corporation; b) words importing the singular number shall include the plural number or c) vice versa; d) words importing a gender shall include each other gender; e) a reference to a party to this Licence shall include all receivers, managers, liquidators, successors

in title and assigns of that party; f) headings and the ordering of clauses shall be disregarded; g) when two or more persons comprise the Licensee or any Guarantors all provisions in this

agreement shall bind such persons and any two or greater number of them jointly and each of them separately.

2. Grant of Licence

The Licensor grants to the Licensee a licence to use the Premises for the Permitted Use subject to the terms and conditions contained in this Agreement.

3. Term

3.1 This Licence shall commence on the Commencement Date for the duration of the Term. 3.2 Notwithstanding the Term either party may, by giving not less than 3 months written notice to the

other, terminate this Licence. 3.3 This Licence may not be terminated prior to the expiration of the Term other than in accordance

with the provisions of this agreement.

4. Permitted Use

4.1 The Licensee must use the Premises for the conduct of School Canteen Services during the Trading Hours.

4.2 The Principal may, in the absolute discretion of the Principal, direct that certain foodstuffs or any other items not be sold as School Canteen Services. The Licensee must withdraw from sale any

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items directed by the Principal to be not sold and must endeavour to sell any items as may be requested by the Principal.

4.3 The Licensee must remove from the Premises any foodstuffs or other items not approved by the Licensor or the quality of which is not approved and the Licensee shall have no claim against the Licensor in respect of any such direction.

4.4 The Principal must provide to the Licensee a copy of the New South Wales Government policy applicable from time to time for the sale of food and drinks at schools and the Licensee must ensure that it complies with the policy in the provision of the School Canteen Services.

5. Holding Over

5.1 If following the expiration of the Term (or option period if applicable) the Licensee remains in possession of the Premises it shall pay for each additional month of possession or part thereof to the Licensor one-twelfth of the annual licence fee payable at the expiration of the Term increased by 4%.

5.2 Any such occupancy shall be terminable by either party at any time by the provision of not less than one months written notice to the other.

6. Option to Renew

6.1 This clause 6 operates only if an option period is set out in Item 11. 6.2 If the Licensee wishes to enter into a further licence of the Premises for any further period

specified in Item 11, the Licensee must: a) not less than 6 months before the expiration of the then current Term serve an Option Notice,

by mail or electronic transmission to the address or email address specified in the Option Notice; and

b) as at the date of the Option Notice and at the last day of the Term the Licensee is not in default under this Licence,

then the Licensor shall grant the Licensee a further licence for the further term specified in Item 11 on the same conditions as are contained in this licence, except as provided in clause 6.3.

6.3 The further licence shall contain identical provisions as are contained in this Licence except it shall be amended as follows: a) Clause 6 and Item 11 shall be deleted; b) the new term will commence on the day immediately following the last day of the current

Term; c) the annual Licence Fee on the first day of the further term will be the Licence Fee payable

on the last day of the current Term increased by 4%.

7. Licence Fees

7.1 The Licensee must pay the Licence Fee to the Licensor quarterly in advance on or before the first day of each term of the amount specified in Item 2.

7.2 The Licence Fee: a) is calculated on the basis that the Licensee will be able to trade from the Premises for the

Trading Hours; instalments are calculated by dividing the annual Licence Fee by the 4 terms (that is excluding Vacation Periods when the Licence Fee is not payable); and

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b) is inclusive of GST. 7.3 Where the Term is for more than one calendar year the Licence Fee payable will be

increased on each anniversary of the Commencement Date to the amount specified in Item 2.

8. Interest

The Licensee must pay interest to the Licensor on any money which is or becomes due and payable under this Licence from when it fell due to be paid until the date it is actually paid at the rate of 10% per annum. Such interest shall accrue and be calculated on a daily basis.

9. Security Deposit

9.1 As security for the performance of its obligations under the Licence, the Licensee must before the Commencement Date provide the Security Deposit to the Licensor either by bank guarantee, cash or cheque.

9.2 If the Security Deposit is to be satisfied by a bank guarantee: a) it must be issued by a bank authorised under the Banking Act 1959:

(i) contain no expiry date; (ii) note the interests of the Licensor and details of the Premises; and (iii) such other terms reasonably required by the Licensor;

b) if the Licensee defaults under the Licence the Licensor may call upon the bank guarantee for the amount necessary to remedy the default and to indemnify the Licensor for all loss it sustains as a consequence of the default;

c) if the Licensor calls up any money under the bank guarantee the Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to the Licensor a bank guarantee in identical terms for the full amount of the Security Deposit.

9.3 If the Security Deposit is paid by cash or cheque: a) it must be deposited by the Licensor with the Retail Tenancy Unit (or any successor) within

the time required by the Retail Leases Act; b) if the Licensee defaults under the Licence the Licensor is entitled to make an application to

the Retail Tenancy Unit to pay all or part of the Security Deposit as it may be entitled to under the Retail Leases Act and this Licensee to rectify the default and to indemnify the Licensor for all loss it sustains as a consequence of the default;

c) if the Licensor is paid by the Retail Tenancy Unit any part of the Security Deposit the Licensee must within 14 days of receipt of a notice from the Licensor specifying the amount called upon, forward to the Licensor that amount to be lodged with the Retail Tenancy Unit to make up the Security Deposit;

9.4 Any interest earned on the Security Deposit arising from its lodgement, will accrue to the benefit of the Licensee and unless prohibited by any law, will not be paid to the Licensee until the return of the Security Deposit upon the expiration or sooner termination of this Licence and will be included as part of the Security Deposit available to the Licensor under the Licence.

9.5 Any appropriation of the Security Deposit to the Licensor shall not waive any unsatisfied obligation of the Licensee nor prejudice any other right of the Licensor arising from the default of the Licensee.

9.6 On the expiration of the Term or sooner termination of this Licence subject to any claim the Licensor has on the Security Deposit:

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a) if a cash deposit it will, or any applicable balance, be refunded to the Licensee; or b) if a bank guarantee, it will be returned to the Licensee; within 30 days of the Licensee vacating the Premises and complying with all of its obligations under this Licence.

10. Nature of Rights Granted

10.1 The Licence does not create between the parties the relationship of lessor and lessee, principal and agent, franchisor and franchisee or employer and employee.

10.2 The Licensee acknowledges that this Licence does not grant the Licensee the exclusive right to provide the School Canteen Services at the School nor the exclusive right of occupation of the Premises.

10.3 The Licensor may permit students and staff at the School, members of the parents and citizens group and any other members of the School community to conduct social events on the School premises. These events may include use of the Premises and/or the sale of items included in School Canteen Services.

10.4 The Licensee must enter into all agreements with its suppliers and others in relation to the School Canteen Services in its own name as an independent party and must not hold out to any party that the Licensor will be liable to any such supplier for debts incurred in supplying goods and services to the Licensee.

10.5 The Licensor may operate at the School food and drink vending machines in a location other than in the Premises.

11. Obligations of the Licensee

The Licensee must:

11.1 conduct the School Canteen Services in a professional and competent manner;

11.2 comply with the Food Standards Code under the Food Act 2003 as amended from time to time or any other such Acts including requirements of the local council which amends or replaces those provisions;

11.3 use the Premises for School Canteen Services and keep it open to customers for such purposes

during the Trading Hours;

11.4 not bring upon the Premises or permit to be done any act, matter or thing which may be a nuisance or inconvenience or cause damage or annoyance to the Licensor, its students or invitees at the School or which may breach any law or requirement of any competent authority for the time being in force;

11.5 not do or permit to be done in the Premises anything in the nature of overloading any floor;

11.6 not do or bring or permit to be done or brought upon the Premises any act, matter or thing which

might prejudicially affect the rights of the Licensor under any insurance policy held by the Licensor;

11.7 not interfere with any part of the fire alarm or sprinkler systems which may exist at the Premises or any air conditioning equipment or any other machinery which may be supplied by the Licensor to the Premises;

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11.8 not carry out any structural or other alterations to the Premises;

11.9 not use or store chemicals, liquids or gas in the Premises without the prior written approval of the Licensor which approval shall not be unreasonably withheld if such use or storage is required for the conduct of the Permitted Use;

11.10 not damage any fixtures, structures or installations belonging to the Licensor, in the Premises or

permit anyone else to do so;

11.11 permit any nominee of the Licensor at any time entry to the Premises;

11.12 obtain all necessary consents from any competent authority for the conduct of School Canteen Services from the Premises and comply with all requirements of such competent authority throughout the Term;

11.13 comply with the NSW Healthy School Canteen Strategy, or other relevant policies as published

from time to time by the Licensor and withdraw from sale at the Premises any item which the Licensor in its absolute discretion, deems inappropriate;

11.14 not sell from the Premises any cigarettes or other tobacco products or permit any such products to

be used in the Premises or otherwise in the School;

11.15 not bring into or consume, permit anyone under the control of the Licensee to bring into or consume alcohol in the Premises or the School;

11.16 not use any part of the Premises for any use which is not School Canteen Services and in

particular without limiting the generality of this clause not permit any amusement machine, music machine, amplified sound system or television to be used without the prior written consent of the Licensor;

11.17 not place any vending machine on any part of the School except within the Premises;

11.18 lock up and secure the Premises on leaving the Premises each day after the conclusion of Trading

Hours;

11.19 promptly discharge all debts, claims and liabilities and any other obligations arising out of or connected with the conduct of the School Canteen Services;

11.20 display at all times in a conspicuous place in the Premises for customers to peruse a legible price

list of the goods to be sold by the Licensee, such goods and price list must be approved by the Principal before the Commencement Date and at any time the Licensee proposes to vary the goods sold and/or the prices. Such consent shall not be unreasonably withheld subject to clauses 4.2, 4.4 and 11.13;

11.21 upon the expiry of the Term or the sooner termination of this Licence, the Licensee must:

a) vacate the Premises removing all property of the Licensee and leaving the items specified in

Schedule 2; and b) leave the Premises in good repair and condition, fair wear and tear excepted taking into

account the condition in which the Premises were at the time of the first occupation of the Premises by the Licensee under this Licence or in any licence agreement pre-dating this

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Licence in which the Licensee is a party or took an assignment from the licensee as named in that licence; and

11.22 not hold itself out to be an employee or agent of the Licensor.

12 Child safety, welfare and wellbeing

12.1 Comply with CP Act The Licensee must be aware of and comply with the requirements of the Child Protection (Working with Children) Act 2012 and the Child Protection (Working with Children) Regulation 2013 and the Children (Education and Care Services) National Law (NSW) (collectively the CP Act) and any other ancillary legislation and the policies of the Licensor on child protection.

12.2 Extent of obligation

The Licensee must ensure that all persons who are engaged in child related work in relation to the Permitted Use, as defined in the CP Act, which include subcontractors and volunteers, comply with the requirements of the CP Act.

12.3 Notify Police

The Licensee must notify the Police if an allegation is made against one of its workers or invitees of disqualifying offences within the meaning of Schedule 2 of the CP Act.

12.4 Notification to Principal

The Licensee must notify the Principal within 1 working day when it becomes aware that one of its workers or invitees:

a) has been referred to the Police in relation to a disqualifying offence within the meaning of

Schedule 2 of the CP Act; b) has been charged by the Police in relation to a disqualifying offence within the meaning of

Schedule 2 of the CP Act; or c) has been found guilty of a disqualifying offence within the meaning of Schedule 2 of the CP

Act. 12.5 Further Notification to Principal

The Licensee must provide the Principal with information it receives relating to the safety, welfare or wellbeing of a particular child or a class of children who the Licensee knows is enrolled in and/or attends a School where the Licensee reasonably believes this information would assist the Principal to make any decision, assessment or plan, or conduct any investigation or provide any service, relating to the safety, welfare or wellbeing of the child or a class of children. This obligation may include but is not restricted to the following information:

a) educational records, assessments, welfare reports and counselling records; b) reports of health-related incidents where:

medication, such as asthma reliever medication, was administered to the child; the child was transported to a hospital or the parents of the child were advised to take the child to a health care professional or to a hospital; and medical attention was provided at the Premises by an ambulance officer or health care professional;

c) apprehended personal violence orders or apprehended domestic violence orders or information that a child attending the School may have been exposed to domestic violence; and

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d) allegations that a child has been or is at risk of being physically or sexually abused or ill- treated unless the Licensee is specifically advised by NSW Police not to provide this information to the Principal or by the Joint Investigation Response Team and in those circumstances the Licensee must write to NSW Police or the Joint Investigation Response Team to provide this advice and request that NSW Police inform the Principal as soon as they deem it appropriate to do so.

12.6 Acknowledgments in relation to child protection

The Licensee acknowledges that:

a) if the child is enrolled in a government school, the Principal must advise the Director of Public Schools, or such other departmental authority as identified from time to time by the Licensor, of any information provided under clause12.4;

b) the safety, welfare and wellbeing of children and in particular protecting them from child abuse, is the paramount consideration when the Director of Public Schools considers what further use or disclosure will be made of the information received. This will include informing various other persons in compliance with the Licensor's requirements and may include informing members of the School community of the information provided under clause 12.4 where those community members may be directly affected by the information;

c) it is responsible after consulting with the Police and/or the Department of Community Services for advising the parents of any children who use their service of the matters set out in clause 12.4;

d) it must provide the Principal with evidence of the contact it has made with such parents; and e) no obligation placed on the Licensee to inform any person should be regarded as removing

the right of the Principal to take any additional action considered necessary to contact the Police or other appropriate authority or inform members of the School community.

12.7 Verification of compliance The Licensee must complete and sign the Child Protection Declarations as required under the CP Act or by the Licensor.

12.8 Persons to be excluded

The Licensee must not employ, or continue to employ as a worker a person in child related work if the Licensee knows or has reasonable cause to believe that:

a) the worker is not the holder of a working with children check clearance under the CP Act that

authorises that work or contact with children and that there is no current application by the worker to the Children's Guardian for a clearance of a class applicable to that work; or

b) the worker is subject to an interim bar. 12.9 Change in Licensor requirements

The Licensor may in his absolute discretion at any time change the provisions of this agreement in relation to child protection. Upon notification of any change, the Licensee must comply with the changes as notified within such reasonable time as is specified in the notice.

12.10 Application of clause

For the purposes of this clause:

a) ‘child’ means a person under the age of 18 years; b) ‘Children's Guardian’ means the Children's Guardian appointed under section 178 of the

Children and Young Persons (Care and Protection) Act 1998;

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c) ‘Joint Investigation Response Team’ is a team of representatives of NSW Police, Department of Community Services and NSW Health formed to undertake a joint investigation of child protection matters where there is a possibility the abuse of a child is a criminal offence;

d) ‘Principal’ means the person occupying the position of, or acting as, principal of the School in which a child is enrolled and/or is known to attend;

e) ‘School’ means a government school or registered non-government school within the meaning of the Education Act 1990;

f) ‘worker’ includes a person who is engaged in work in any of the following capacities: employee; self-employed person or is a contractor or subcontractor; volunteer; undertaking practical training as part of an educational or vocational course (other than as a school student undertaking work experience); and as a minister, priest, rabbi, mufti or other like religious leader or spiritual officer of a religion or other member of a religious organisation.

13. Staff

13.1 The Licensee must employ a sufficient number of trained and competent persons to provide the School Canteen Services including the receipt at the Premises of all deliveries to the Premises in accordance with clause 14.

13.2 The Licensee must ensure that all staff employed in the Premises are trained by a Registered Training Organisation to the extent required by the Food Authority for handling in a safe and competent manner the preparation and sale of food.

13.3 The Licensee must not without the prior consent of the Licensor (which may be withheld in the

Licensor’s absolute discretion): a) employ or otherwise engage any person in the conduct of the School Canteen Services who

has a criminal conviction; b) whilst so employed or otherwise engaged is charged with any criminal offence; or c) knowingly permit any person with such characteristics to be upon the Premises.

13.4 The Licensor may in its absolute discretion and without giving any reason advise the Licensee that: a) any employee of the Licensee must not work in the Premises; b) any person otherwise engaged in the conduct of the School Canteen Services at the

Premises may not be so engaged. Once advised under this clause 13.4, the Licensee must not further permit that employee to remain at the Premises or such other person to be otherwise engaged in the conduct of the School Canteen Services at the Premises.

13.5 The Licensee must nominate from time to time a Manager and a 24 hour telephone contact number for that person.

13.6 Unless otherwise approved by the Licensor, the provisions in clause 13.2, 13.3 and clause 13.4 apply to the Licensee and where applicable, to any director of the Licensee.

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14. Deliveries

14.1 All deliveries which are required to be received by the Licensee must be restricted to those reasonably necessary for the conduct of the School Canteen Services and not for use elsewhere by the Licensee.

14.2 All items required to be held by the Licensee for the provision of the School Canteen Services must be stored within the Premises.

14.3 The Licensee must ensure that: a) it always has on hand sufficient staff to take delivery of all foodstuffs and other commodities

required for the conduct of the School Canteen Services and at no time request the assistance of the School staff to take delivery on the Licensee’s behalf;

b) such items are delivered to the Premises in such a manner so as not to damage any property of the Licensor or to cause injury to any staff of the Licensor or student at the School or other invitees;

c) such items are delivered to the Premises by such route over the School as is prescribed from time to time by the Licensor; and

d) such items may only be delivered unless otherwise agreed by the Principal during the time specified in Item 10.

15. Fittings and equipment

15.1 The parties acknowledge that the Licensor has provided Licensor’s Equipment. The Licensee may use these items without additional charge but the Licensor is under no obligation to repair or replace any such item that may be damaged or become worn out.

15.2 If any of the items specified in Schedule 2 should be damaged or destroyed during the Term, any option period or period of holding over, the Licensee must at the expense of the Licensee repair where appropriate or replace such items.

15.3 The Licensee must supply at its own expense any other equipment reasonably necessary for the conduct by it of the School Canteen Services

15.4 Upon the expiration of this Licence the Licensee must remove everything brought into the Premises by the Licensee, ensuring that no damage is caused to the property of the Licensor, the Premises or the School, during its removal and if so immediately rectify all such damage, at its expense.

15.5 If upon the termination of this Licence the Licensee fails to remove from the Premises any of its property, including any fixtures or plant and equipment the Licensor is entitled to: a) remove all such items and upon their removal to do with such items as the Licensor in

its absolute discretion determines; and b) recover from the Licensee the cost of such removal and disposal (if applicable); without any liability or need to account to the Licensee.

16. Cleaning

16.1 In the provision of the School Canteen Services, the Licensee must ensure that the Premises are kept clean and hygienic at all times, including ensuring that all litter and any spills are promptly cleaned up.

16.2 The Licensor will at its own expense arrange for the Premises by a cleaning contractor appointed by the Licensor to the specifications agreed from time to time between the Licensor and the contractor.

16.3 Any cleaning of the Premises required at the end of each day in addition to the cleaning undertaken

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by the Licensor in accordance with clause 16.2 must be performed by the Licensee at its expense and to the satisfaction of the Licensor.

16.4 The Licensee must at its expense, promptly remove all garbage from the Premises and must keep thoroughly clean all utensils, equipment and appliances used in connection with the School Canteen Services.

17. Waste Disposal/Pest Control

17.1 The Licensor will make available in the Premises, appropriate garbage bins for the disposal of waste. Such bins will be emptied in a timely manner by the Licensor at its expense.

17.2 The Licensee must ensure all rubbish and other waste material from the conduct of the School

Canteen Services is placed in the bins provided by the Licensor.

17.3 The Licensor will have the Premises treated for pest control at the same time as the School is treated. If by reason of the nature of the School Canteen Services, there is a need for an additional pest control treatment for the Premises, the Licensee will be required to pay the cost of that additional pest control treatment.

18. Inspections

18.1 Any nominee of the Licensor shall be at liberty, at all times without notice to the Licensee, to enter the Premises and to undertake any inspection considered necessary as to the state and condition of the Premises and of the compliance of the Licensee of the terms of this Licence.

18.2 Any person authorised by the Licensor may at any time and without notice to the Licensee obtain

samples of any item offered for sale or otherwise used in the Premises as part of School Canteen Services for analysis. If any item is found not to be of approved quality or true to its label it must be removed and destroyed by the Licensee.

18.3 The Licensee must arrange for the Premises to be inspected at least once per year, by the health

inspector appointed by the local Council. Any cost that applies to these inspections must be paid by the Licensee.

18.4 The Licensee must provide the Licensor with:

a. copies of all inspection reports and improvement notices received by the Licensee in respect of the Premises; and

b. any enforcement actions commenced against the Licensee in respect of the Premises or in relation to the provision of similar services at any other premises.

19. Utilities

19.1 The Licensee must pay the percentage amount, if any, specified in Item 12 of the costs of the supply of gas and electricity to the Premises

19.2 The Licensee must use best endeavours to ensure that electricity and gas (if applicable) are used appropriately.

20. Telephone

20.1 The Licensor is under no obligation to make available a telephone for the use of the Licensee in the Premises.

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20.2 If a telephone is installed in the Premises in the name of or on behalf of the School the Licensee must pay all charges applicable to the connection and for the use of the telephone during the continuance of this Licence.

21. Signage and Advertising

21.1 The Licensor will at the cost of the Licensee provide signs to identify the location of the Premises within the precincts of the Premises.

21.2 The Licensee may at its own cost erect at a place approved by the Principal, one sign outside and in the immediate vicinity of the Premises identifying the Licensee, any trade name used by the Licensee and its services and hours of operation at the Premises.

21.3 The Licensee must not refer to the Licensor in any advertising. 21.4 The Licensee must not advertise its presence pursuant to this Licence without the prior written

approval of the Principal which approval shall not be unreasonably withheld.

22. Car parking

22.1 The Licensee must not park any motor vehicle in the School grounds and may not park any motor vehicle in the School carpark without the prior approval of the Licensor which may be given in the absolute discretion of the Principal.

22.2 If the Licensor grants permission for the Licensee, its employees or invitees to park in the School

car park, the Licensor is not liable for: a) any damage to motor vehicles entering or leaving the School, whilst they are in the carpark or

being moved by the Licensor (as permitted by this Licence); b) the theft of any motor vehicle or any parts, equipment, personal property or contents of any

motor vehicle whilst parked in the School.

22.3 Any motor vehicle parked in the School other than in accordance with this agreement, may be removed by the Licensor at the Licensee’s cost and the Licensee releases the Licensor from all liability incurred as a result of its actions taken in good faith under this clause.

22.4 The Licensee must ensure that all vehicles used to deliver items specified in clause 14 only park

in the School in such locations, if any, as are approved from time to time by the Licensor.

23. Damage to Stock or Property

The Licensor shall not be liable under any circumstances to the Licensee or to any other person for any loss or damage occasioned to any property including stock of the Licensee required for the School Canteen Services howsoever arising whether due to the negligence of the Licensor or otherwise.

24. Licensee Responsibilities

24.1 Premises Evacuation

The Licensor may close the Premises and require its evacuation in an emergency. The Licensee, its employees and invitees must make themselves aware of the emergency evacuation procedures and must comply with all directions of the Licensor and emergency services personnel in the case of an evacuation.

24.2 Fire Safety

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The Licensee must: a) not store anything in the Premises which is dangerous, explosive or could increase the risk

of fire in the Premises, except as reasonably required for the conduct of the School Canteen Services and with the prior approval of the Licensor;

b) not interfere with any fire safety equipment supplied by the Licensor in the Premises; and c) comply with all fire safety laws and regulations in its use of the Premises.

24.3 Not interfere

The Licensee must not interfere: a) with or overload any of the services that pass through, under or over the Premises and must

pay the cost of rectifying any damage which it causes to those services. b) in any way with the operation of the School or with records, materials or equipment of the

School's staff and in particular not to use any equipment, furniture, appliance or apparatus of the School, except any item set out in Schedule 2, unless expressly authorised to do so by the Principal.

24.4 Accidents

If any accident should occur in the Premises or within the grounds of the School involving the Licensee or any employee or invitee of the Licensee, the Licensee must promptly provide to the Principal with a written report of the accident with sufficient details to enable the Licensor to respond to any claim that may be made against the Licensor for damages arising from such accident.

25 Insurance

25.1 The Licensee must at its expense maintain for the Term, any option or period of holding over: a) all policies of insurance that are required by law for the employees of the Licensee including

workers' compensation; b) a public liability insurance policy for a cover of not less than $20,000,000.00 and to cover any

liability howsoever caused to any person upon the Premises. 25.2 If the Licensor is required by law from time to time to hold certain insurance policies which

would include the conduct of the business of the Licensee under this Licence the Licensee must at its expense take out and maintain such additional insurance policies as may be required in order for the Licensor to comply with its legal requirements.

25.3 The Licensee must provide evidence of compliance with clause 25.1 and 25.2 (if applicable) on or before the Commencement Date and at such other times as reasonably requested by the Licensor.

25.4 The Licensee indemnifies the Licensor for all damages to any plate glass, fixtures and fittings of the Licensor at the Premises howsoever such damage is caused.

25.5 The Licensee must notify the Licensor in writing as soon as reasonably practicable after the Licensee becomes aware of any event or occurrence likely to give rise to a claim under the insurance specified in clause 25.1 or 25.2 and thereafter provide all assistance as may be required by the insurer and the Licensor regarding the subject matter of the notice.

26. Indemnity

26.1 The Licensee indemnifies the Licensor against liability for all loss, damage or injury to persons or property caused or contributed to by the Licensee, its employees or agents whether through negligence or otherwise in connection with the operation of the School Canteen Services or in

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breach of this Licence. The Licensee must at its own expense make good the amount of all claims, damages, costs and expenses arising from such damage or injury to persons or property.

26.2 The Licensee must duly and punctually pay or otherwise discharge all outgoings, debts, claims,

liabilities and other obligations arising out of or connected with the conduct by the Licensee of School Canteen Services or in breach of this Licence.

26.3 The Licensor shall not be liable under any circumstances to the Licensee or to any other person

for any loss or damage occasioned by defect or malfunction in any services to the Premises or for loss incurred as a consequence of damage to the stock, fittings or fixtures of the Licensee whether such loss arises pursuant to the negligence of the Licensor, its employees, contractors or agents or otherwise and the Licensor shall further not be liable for the safety of any stock or property installed, placed or left in the Premises under this Licence.

27. Assignment and sub-licencing

27.1 The Licensee must not assign this Licence, unless clause 27.2 applies or enter into any sub- licence of the Premises.

27.2 The Licensee may with the consent of the Licensor assign this Licence and in this event the provisions of the Retail Leases Act 1994 (NSW) shall apply.

27.3 If the Licensee is a company, a substantial change in its directors or shareholders is deemed to constitute an assignment of this Licence. The reasonable opinion of the Licensor about what constitutes a substantial change is conclusive.

28. Rights of termination

28.1 This Licence shall terminate at the option of the Licensor if at any time during the Term the Licensee:

a) fails to pay the Licence Fee within 7 days of such fee becoming due and payable; b) fails to observe and perform any of the obligations and undertakings on the part of the

Licensee required to be observed and performed under this Licence after 7 days from receiving notice from the Licensor of such failure

In such event the Licensor may enter the Premises, re-take possession excluding the Licensee from the Premises and terminate this Licence.

28.2 This Licence shall also be terminated on notice of not less than two months if the Licensor elects to close the School permanently or for some indefinite period exceeding one month. In this event the Licensor will not be liable to the Licensee for any damages as a result of the early termination.

29. Essential terms

The parties agree that the following are essential terms of this Licence: a) clause 4.1 (Permitted Use); b) clause 7.1(Licence Fee); c) clauses 11.1, 11.2, 11.3, and 11.13 (Obligations of the Licensee); d) clause 12 (Child safety, welfare and wellbeing); e) clause 25.1 and 25.2 (Insurance); and

f) clause 27.1(Assignment and Sub-licencing).

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30. Costs

30.1 Each party must pay its own legal costs and disbursements in relation to the preparation of this Licence. The Licensor may in its discretion charge the Licensee for any legal costs incurred in negotiating the terms and conditions of this Licence as may be permitted under the Retail Leases Act1994. The Licensee must pay any stamp duty payable on the Licence.

30.2 The Licensee must pay all professional costs on any surrender or other early termination of the Licence together with all professional costs incurred by the Licensor in remedying or attempting to remedy any breach or default by the Licensee and in or incidental to the exercise or attempted exercise of any right or power of the Licensor in consequence of any breach or default.

31. Principal

The Licensor has delegated to the Principal the authority to receive a notice, give consent or give a direction wherever in this Licence it is specified that the Principal may receive notices, give directions or grant consents.

32. Notices

32.1 The parties may service notices in the manner prescribed by section 170 of the Conveyancing Act 1919 (NSW).

32.2 In addition: a) Until such time as the Licensor effects a re-entry or otherwise excludes the Licensee from the

Premises the Licensor may serve notices on the Licensee by leaving them at the Premises during Trading Hours and in that case service is deemed to have been effected on delivery;

b) The Licensee must serve notices (except an Option Notice which must be served in accordance with Clause 6) on the Licensor by delivery to the office of the Principal at the School between the hours of 9.00am and 3.00pm Monday to Friday but excluding public holidays, school holidays or days on which the office is not staffed; and

c) Notices may also be served by being sent by facsimile transmission to the following: 1) To the Licensor to the number specified in Item 15; and 2) To the Licensee to the number specified in Item 16.

32.3 Any notice given by electronic transmission: a) will be deemed to be served on that date when the electronic communication is sent, provided

that the sender has not received notification that the communication was unable to be delivered to the recipient; and

b) if to the Licensee and the notice is sent on a weekend or public holiday or after 5.00pm on any day will be deemed to be served on the next day which is not a weekend or public holiday; and

c) if to the Licensor must be received between the time and on the day specified in clause 32.2(b) and if not will be deemed to be served on the next day that is not excluded under clause 32.2(b).

33. Guarantee and Indemnity

(Note: this clause 33 only applies if a Guarantor is named in Item 8) 33.1 The Guarantors acknowledge that this Licence has been granted to the Licensee at their request

and in consideration of this request they covenant for themselves, their executors, administrators and assigns with the Licensor as follows:

19

a) they unconditionally guarantee jointly and severally to the Licensor the payment when demanded from the Guarantor of every sum of whatever nature payable by the Licensee to the Licensor under this Licence;

b) if the Licensee fails to perform any of the covenants in this Licence between the Licensee and the Licensor the Guarantor indemnifies and keeps indemnified the Licensor from and against all actions claims costs and damages arising out of any such non-performance.

c) the Licensor is not required to pursue the Licensee for any breach of this Licence by the Licensee before or at the same time any action is taken for such breach against the Guarantor(s).

33.2 This guarantee and indemnity shall not be affected in any way by any of the following: a) any variation with or without the consent or knowledge of the Guarantor of any of the covenants

in this Licence; b) any breach of the obligations of the Licensee with or without the consent or knowledge of the

Guarantor or the Licensor; c) the granting by the Licensor of any time or indulgence to the Licensee for the performance of

any of the obligations of the Licensee; d) the Licensee being wound up or passing a resolution for its liquidation or entering into voluntary

administration or any other arrangement with its creditors; e) the giving of any notice of termination of this Licence; f) the absence of any notice to the Guarantor of default by the Licensee in respect of this Licence;

or g) any other circumstance or thing which but for this provision might determine or impair the

operation of the guarantee or indemnity given in this clause by each Guarantor.

34 Miscellaneous

34.1 Counterparts

This Licence may consist of a number of counterparts and the counterparts taken together constitute one and the same instrument.

34.2 Governing law

This Licence is to be governed by, construed and take effect in accordance with the laws of New South Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales.

34.3 Severability

If any provision of this Licence is or becomes invalid or unenforceable or both, all other provisions which are capable of separate enforcement without regard to the invalid or unenforceable provision are and continue to be valid and enforceable.

34.4 Waiver and variation

a) A provision of or a right under this Licence may not be waived or varied except in writing signed by whoever is to be bound.

b) An attempt by the Licensor to mitigate the Licensor's loss does not constitute a surrender of this Licence.

c) It is not a waiver of any breach or of the Licensor's rights under this Licence if the Licensor:

20

1. does not exercise or delay exercising any right under any clause of this Licence; 2. gives any concession to the Licensee; or 3. attempts to mitigate the Licensor 's loss.

34.5 Entire agreement

This Licence and the Disclosure Statement contains everything the parties have agreed in relation to the matters it deals with. No party can rely on an earlier document, or anything said or done by another party, or by a director, officer, agent or employee of that party, before this document was executed, except as permitted by law.

21

SCHEDULE 1

Item 1 Licensee: (Clause 1.1(h))

ABN:

Item 2 Licence Fee (inclusive of GST) (Clause 1.1(g) and 7) (add N/A in areas which do not apply)

Annual Licence Fee (GST inc)

GST Component

Weekly Instalment (GST inc)

Weekly GST component

Year 1

Year 2

Year 3

Year 4

Year 5

Item 3 Commencement Date: (Clauses 1.1(a) and 3)

Item 4 Term (Clauses 1.1(a) and 3)

Item 5 Trading Hours: Clauses 1.1(s) and 4.1)

Item 6 Licensee Manager: (Clause 1.1(j)

Item 7 Security Deposit: (Clauses 1.1 (q) and 9)

Equivalent to 10 weekly instalments of the Licence Fee inclusive of GST, being $ Or (add N/A in areas which do not apply) Equivalent to 1 quarterly instalment of the Licence Fee inclusive of GST, being $

Item 8 Guarantors: (Clauses 1.1 (d) and 33)

Item 9

Description of Premises: (Clause 1.1(m))

Item 10 Hours for receipt of Deliveries: (Clause 14.3 d)

Item 11 Option/s to Renew: (Clause 6)

First Option −

Second Option −

Item 12 Contribution to costs of utilities: (Clause 19.1)

%

Item 13 Name and address of the School: (Clause 32.2 (b)

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Item 14 ABN of the School: ABN 18 246 198 266

Item 15 Email address of the Licensor: (Clause 32.2 (c)

Item 16

Email address of the Licensee: (Clause 32.2 (c)

23

SCHEDULE 2 – Licensor’s Equipment

(Clauses 1.1(h) and 15)

Description Make Model Estimated Value @ commencement of Licence

24

SCHEDULE 3 – Option Notice (Clauses 1.1 (k) and 6)

TO The Manager

Schools Finance Department of Education Level 15, 1 Oxford Street Darlinghurst NSW 2010 Email: [email protected]

RE: CANTEEN LICENCE AGREEMENT – NOTICE OF EXERCISE OF OPTION LICENSEE: SCHOOL: COMMENCEMENT DATE OF LICENCE: Pursuant to Clause 6 of the Licence Agreement for provision of Canteen Services at the School, I/We serve notice of my/our intention to exercise my/our option for the further term as provided in the Licence Agreement. I/We confirm that we are not currently in breach of the Licence Agreement and will not be at the expiration of the current Term. I/we acknowledge that Schools Finance will seek confirmation of the same from the School’s Principal. If it is found that I/We are in breach of the Licence Agreement I/We will not be granted a licence for the further term. I/We undertake to sign any documents required by the Department of Education to give effect to the exercise of my/our option, on or before the commencement date of the further term. Signed

[insert name of the Licensee (Directors if a company)]

Date:


25

Signed as an agreement on 20 Optional executions for Licensee – notes for completion Please select which of the attestations are to apply. The first is for a company, the second for an association, the third for an individual and the fourth for any guarantor. Complete and delete as required. On your copy this instruction should also be deleted. There should only need to be 1 page of attestations. The last attestation, being for the Delegate on behalf of the Department, will always need to be used. EXECUTED by Pty Ltd ACN in accordance with section127 of the Corporations Act 2001

Signature: Signature:

Name: Name:

Please print Please print

Director Director/Secretary*

*Delete as appropriate

EXECUTED by

pursuant to the resolution of the Board on 20 , in accordance with its Constitution.

Signature: Signature:

Name: Name:

Please print Please print

Position: Position:

SIGNED by the Licensee in the presence of:

Signature of witness: Signature of Licensee:

Name of Witness:

Address of Witness:

SIGNED by the Guarantor in the presence of

Signature of witness: Signature of Guarantor:

Name of witness: Signature of Guarantor: (if applicable)

Address of witness

26

SIGNED by:

as duly authorised delegate of the Licensor in the presence of:

Signature of witness: Signature of Delegate of Licensor:

Name of witness: Name of delegate:

Address of witness: Positon of delegate:

This page is to be returned unsigned. The delegation to approve school canteen licences as determined by State Contracts

Control Board rests with delegated officers of the State Office. Principals are not to sign licence agreements.

26

LICENSOR AND LICENSEE DISCLOSURE STATEMENTS

Appendix F

School Canteens

(Included in the following pages)

27

PART 1 – LICENSOR'S DISCLOSURE STATEMENT ADVICE TO LICENSEES

Before signing the proposed Licence Agreement you should ensure you fully understand the documents. If you have any doubt you should seek independent legal advice. A Disclosure Statement must be given to you at least seven days before you enter into a Licence. Make sure you have these documents before you sign anything.

Note: If there is insufficient space on this form, please attach additional sheets.

28

LICENCE DETAILS Address of premises:

Lettable Area (sq m): (see note 2) Permitted use of premises: Licence Period: (see note 1) years Option: Yes No Option period: (if any) Rent: $ Method for calculating rent: As per tender submission

1. Commencement date: 2. Rent review: 2 months prior to end of term

Frequency: 2 months prior to end of term Nature: N/A

Details of any current legal proceedings in relation to the lawful use of the premises:

Finishes, fixtures, equipment and services to be provided by the Licensor:

Licensee has to pay for finishes, fixtures, equipment and services to be provided by the Licensor: If yes, to what extent: As per Schedule 2 Finishes, fixtures, equipment and services to be provided by the Licensee:

Hours of access to the premises outside trading hours: Date on which Premises will be available for occupation by the Licensee:

Licensor’s requirements as to quality and standard of fittings on Premises: (see note 3)

In a clean and serviceable state as required to operate Special Conditions:

29

ESTIMATED OUTGOINGS TO BE PAID BY THE LICENSEE

DETAILS OF OUTGOINGS ESTIMATE $per annum

DETAILS OF OUTGOINGS ESTIMATE $per annum

SERVICES TO THE PUBLIC COSTS TO RUN CENTRE Car parking Air conditioning/ventilation

Child Minding Building intelligence and emergency systems

Public address/music Cleaning (consumables) Security Cleaning (other) Signs Electricity Telephones (public) Energy management systems Uniforms Fire protection

Gardening ADMINISTRATION COSTS Gas and oil Audit fees Insurance

Management fees (administration cost to run centre)

Lifts and escalators

Management fees (paid to management company)

Pest control

Repair and maintenance

WASTE MANAGEMENT COSTS

Sinking fund for repairs and maintenance

Sewage disposal and sullage Strata levies

Waste disposal and removal maintenance

GOVERNMENT CHARGES Land tax

Local Government rates and charges

Water, sewerage and drainage rates and charges

Other (specify) Subtotal column 2 Subtotal column 1 TOTAL:

Formula for apportionment of outgoings if the Licensee is not liable for the total amount:

Additional outgoings to be borne by Licensee:

30

DETAILS AS TO INTEREST OF LICENSOR

Is the Licensor: Owner of the Premises or

Licensee of the Premises (Give details of any rights and obligations of Licensor under that lease that may affect the shop.)

DETAILS AS TO AGREEMENTS OR REPRESENTATIONS

(Give details of any other agreements between licensor and licensee, or representations made by the licensor or licensee including those relating to exclusivity or limitations on competing uses.)

DETAILS OF ANY ANTICIPATED DISTURBANCE OF TRADING

Give details of any disturbance likely to occur during the term of the licence, where known, where this will have a significant adverse effect on trading:

Section 34(3) of the Retail Leases Act 1994 may limit a licensee's claim for compensation if an event disturbing the licensee's trade was brought to the attention of the licensee in writing, before the licence was entered into. A general written statement made to the licensee before the licence is entered into will not be enough to limit liability of the licensor. A statement must specifically describe the nature of the disturbance, including assessment of the likelihood of disturbance taking place (including an indication of the basis on which the assessment was reached) and have regard to its timing, duration and effect during the licence term. The licensee should have to be aware that it is not always possible to predict the timing and the duration of disturbances with certainty. All Public holidays that fall within school terms

staff development days carnivals other activities

Note 1 Section 16 of the Retail Leases Act 1994 provides for a minimum term of 5 years for a retail shop lease. The 5 year term can be made up of an initial term and any combination of options. If the parties to the licence agree to a term of less than 5 years, the licensee must provide the licensor with a certificate from the licensee's solicitor or conveyancer indicating that:

(a) the licensee's rights under section 16 have been explained to them; and

(b) the licensee has made an informed decision to accept the term of less than 5 years

Making an important decision about the viability of a retail business with a less than 5 year term should form part of the licence negotiation. A pro forma section 16 certificate is available for download from Small Business NSW. It can be provided to the licensor within 6 months of entering into the licence. Without a section 16 certificate, the licensee has the choice of extending the term of the licence to 5 years.

Note 2 Require only for shops in shopping centres or if the rent and/or outgoings is calculated on a "per square

metre basis".

http://www.smallbusiness.nsw.gov.au/solving-problems/retail-tenancy

http://www.smallbusiness.nsw.gov.au/solving-problems/retail-tenancy

31

Note 3 If the licensor requires a particular standard of construction for fit out, the licensee is to be provided with a fit out guide, setting out this information, with this disclosure statement.

DECLARATION BY LICENSOR

I acknowledge that all details and statements in this Disclosure Statement are true and correct.

Name of Licensor: Department of Education

Address of Licensor:

On behalf of Licensor: (Signature Principal)

Date:

NOTE: Section 11A of the Retail Leases Act 1994 requires a Licensee’s Disclosure Statement to be provided to the Licensor within 7 days (or any agreed further period) of the Licensee receiving the Licensor’s Disclosure Statement. The Licensee may be liable to a penalty for an offence under that Act if the Licensee’s disclosure statement is not so provided.

32

APPENDIX TO PART 1 INFORMATION FOR THE LICENSEE TO CONSIDER WHEN ENTERING INTO A RETAIL SHOP LEASE

Before signing the licence: You should have detailed discussions with the licensor/agent and also seek advice from business associations, your solicitor and your accountant. Also consult your local council about any regulations, permitted use or development applications affecting the shop. Information on these topics is included in the retail tenancy guide.

Ensure that all agreements arrived at with the licensor are included in the licence. Documentation is critical to avoiding and managing disputes about the licence. Rent – be clear about the following issues: What the starting rent is, and on what basis it is calculated. How the rent will increase during the term. If you have agreed to pay turnover rent, be clear as to how you will give this information to the licensor. If there is an option as to part of the licence, find the clauses of the licence that tell you how and when you must exercise the option and that explain how the rent will be set. Licence establishment - check That you have read the licence and asked for advice on what it means. That the description of the premises in the licence is accurate and covers any rights you will have for use of common areas or car parking for you, your staff or visitors. Whether statements you have relied on in agreeing to the licence have been documented in the licensee's disclosure statement, so as to avoid disagreements later. Whether you need to provide a security bond or personal guarantee to secure the licence, and how much this will be. If a cash security bond is agreed to, be sure it is lodged under the New South Wales Government's Retail Bond Scheme. What expenses you will have to meet to fit out the shop ready for trading, and whether you will have to meet any of the costs incurred by the licensor in preparing the shop for you to occupy. The premises – you will need to be sure that: The location of buildings suit the proposed use you will make of the premises and to check whether you have to renovate to enable the shop to operate. The hours you can access the shop and open it to trade, as allowed by the licensor and the Council, will be sufficient to allow you to trade profitably. You have, or could readily obtain, all the permits and licences required to operate the type of business you have chosen, and that the Council zoning for the premises does not restrict you from operating this type of business. You have a condition report or photos to document the state of the premises when taking possession, to prevent or address disputes at the end of the licence. Agreements about the equipment should also be documented. Outgoings and expenses – you need to understand: The expenses you will have to meet as outgoings, and how they may change over the term of the licence. These were set out in the licensor's disclosure statement. The information that the licensor will provide and your rights to receive estimates to allow you to plan for these expenses. The insurance costs you will have to meet, including any contribution to the licensor's insurance. When you want to sell the business If you want to sell your business, you need to be aware of the process set out in the Retail Leases Act 1994 for assigning the licence. The licensee becomes the assignor of the licence, a potential new licensee becomes the

33

assignee. In brief, these are the steps: 1. get an updated copy of the licensor's disclosure statement. If an update of the disclosure statement has not

been issued during the term of your licence, request one in writing from the licensor. If it is not provided within 14 days, provide the latest version of the disclosure statement you have to the assignee (or if none exists, this requirement does not apply to you);

2. give a copy of the assignor's disclosure statement to the assignee (and to the licensor at least 7 clear days

before the assignment if you want to be protected from ongoing liability under the licence);

3. gather, from the assignee, the following information to provide to the licensor:

(a) the assignee's name and contact details; (b) documentation to indicate the assignee's financial standing; (c) business experience of the assignee; (d) written records of statements made by the assignor or licensor which influence the assignee in

deciding to enter the assignment; 4. provide information in point 3 to the licensor in writing, by:

(a) delivering it personally; or (b) leaving it at or posting it to the last known residential or business address of the licensor; or (c) in any other manner referred to in section 81A of the Act;

5. the licensor must respond to the request for assignment of the licence within 28 days from the time all the required information is received, or the assignment is deemed to have taken place;

6. the reasons the licensor can refuse a request for assignment of licence are:

General

(a) if the use of the premises is to change; (b) if the assignee (new licensee) has inadequate retail skills compared to the assignor (current

licensee); (c) if the assignee has inferior financial resources to the proposed assignor; (d) if the licensee has not complied with the procedure for obtaining consent to the assignment, as

set out in section 41 of the Act; (e) if a shop is airside premises at Sydney (Kingsford Smith) Airport and the licensor exercises the

right to withhold consent to the assignment under section 80E of the Act.

Check with your accountant the most tax effective way to structure the payment of rent, fit-out costs and GST. Make sure that all negotiated agreements are written into the licence. Inspect the property and take notes or photographs prior to moving in. Section 11A of the Retail Leases Act requires a licensee's disclosure statement to be provided to the licensor within 7 days (or any agreed further period) of the licensee receiving the licensor's disclosure statement. The licensee may be liable to a penalty for an offence under the Act if the licensee's disclosure statement is not provided.

34

PART 2 - LICENSEE’S DISCLOSURE STATEMENT ADVICE TO LICENSOR 1. The Licensee acknowledges that the attached Part 1 Licensor’s Disclosure Statement was received from

the Licensor prior to entering into the Licence.

2. The Licensor has made available to the Licensee a copy of the proposed retail shop Licence and a copy of a Retail Tenancy Guide as prescribed by or identified in the Regulations.

3. The Licensee has sought/not sought independent advice in respect of the commercial terms contained in

the Licensor’s Disclosure Statement and the obligations contained in the proposed retail shop licence.

4. The Licensee believes that the Licensee will be able to fulfil the obligations contained in the Licence, including the payment of the proposed rent outgoings and other amounts, based on the Licensee’s own business projections for the business.

5. In entering into the retail shop Licence, the Licensee has relied on the following statements or

representations made by the Licensor or the Licensor agents.

NOTE: Matters such as agreements or representations relating to exclusivity or limitations on competing uses, sales or customer traffic should be detailed.

Should more space be required please detail on another page.

6. Apart from the statements or representations set out above, no other promises, representations, warranties or undertakings (other than those contained in the Licence) have been made by the Licensor to the Licensee in respect of the premises or the business to be carried out on the premises.

Signed by or for and on behalf of the Licensee.

Signature:

Name of Licensee:

Address of Licensee:

Date:

35

Appendix H SCHOOL

DECLARATION OF INTEREST FORM Canteen Licence Review Committee

All committee members are required to sign hereunder in respect of any interest or association with persons or organisations submitting tenders for the canteen licence.

“I undertake to disclose to the Director, Financial Accounting or delegate any direct or indirect involvement on my part with the product/service being the subject of the tender, in the tender opening and/or evaluation of which I have been invited to participate. Involvement includes an interest in a personal enterprise or interest in a company or partnership of which I or a member of my family or close relatives are directors, shareholders or members.”

Name Position Signature Date Comment

36

Appendix I

SCHEDULE OF TENDERS RECEIVED Canteen Licence Review Committee

SCHOOL

Tenders for the operation of a licensed school canteen at School were called and closed at 3.00pm on.

The following tenders were opened at am/pm on.

Details of Tenders Received No. Name Company Name Address Amount

Tendered*

*Amount tendered should equal yearly total including GST so that comparable data can be evaluated

Signatures of Committee Name of Committee Member Signature

Details of the Recommended Tenderer No. Name Company Name Address Amount

Tendered

Comments:

Signature of Principal: Recommendation Approved:

Yes

No

Date:

Signature of State Office Delegate Manager, Schools Finance

Name of Delegate Date:

37

Appendix J

The Healthy School Canteen Strategy The Strategy is consistent with the 2013 Australian Dietary Guidelines and classifies food and drinks as either Everyday or Occasional. Everyday foods and drinks should make up three quarters (or 75%) of the menu. The strategy also uses the Health Star Rating system to assist in choosing the healthiest packaged foods.

Through the curriculum, schools encourage students to make informed decisions about their health and living a healthy lifestyle. Healthy canteens provide an opportunity to reinforce teaching and learning about healthy lifestyles including healthy food and drink choices.

The current strategy replaces the traffic light system with the new Food and Drink Criteria, (see below) and aims to increase the availability of healthy food and drink options in school canteens to make the healthy choice the easy choice for students.

Food and Drink Criteria:

Everyday food and drinks Occasional food and drinks

At least ¾ of the menu.

No more than ¼ of the menu.

No Health Star Rating (HSR) cut-off applied to Everyday foods.

Should have a Health Star Rating (HSR) of 3.5 stars and above.

Portion limits for flavoured milk, juice and ready- to-eat meals.

Portion limits for all Occasional food and drinks.

Display, favourably price, promote and advertise Everyday choices.

Occasional food and drinks are not promoted at point of sale.

Visit Healthy School Canteens or email [email protected] for further information.

https://healthyschoolcanteens.nsw.gov.au/canteen-managers/the-food-and-drink-criteria/everyday-and-occasional



canteen licence information package · • the food and drink criteria of the healthy school...

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