AGREEMENT FOR THE PROVISION
OF DISTRICT LICENSING
COMMITTEE SERVICES
Name

Dated:
*Date once both parties have signed (Supplier to sign first)

Auckland Council (“Principal”)

Name (“Supplier”)
Street address  135 Albert Street

Street address
Auckland CBD
Postal address  Private Bag 92300

Postal address
Victoria Street West
Auckland 1142
Company No.   n/a

Company No.

Supplier agrees to perform, and Principal agrees to pay for, the Services during the Term on the terms of
this Agreement, which includes this Signing Page, the Specific Terms, General Terms and any Schedules.

Important: By signing this Agreement, Supplier acknowledges that:
•  It has read and understood the terms of this Agreement
•  It has had the opportunity to seek advice about this Agreement before signing it
•  It is satisfied as to the amounts payable for performance of its obligations.

Signed under delegated authority for and on

Signed for and on behalf of Name by:
behalf of Auckland Council by:

_________________________________
_________________________________
Authorised signatory
Authorised signatory

Name:

Name:
Name

Position:

Date:
___________
Date:
___________

SPECIFIC TERMS

Clause references are to the General Terms.

Principal Representative

Supplier Representative
Name

Name

Phone

Phone

Mobile

Mobile

Email

Email

BACKGROUND
The Auckland District Licensing Commit ee (DLC) was established under the Sale and Supply of Alcohol Act
2012 (the Act). It functions under a regulatory framework as a semi-judicial commission of inquiry, making
decisions that can be appealed.
The functions of the DLC are set out in s187 of the Act. The DLC is responsible for considering and
determining all opposed and unopposed licences (including special licences) and manager’s certificate
applications, renewals and temporary authorities. The DLC also considers and determines applications for
temporary licences and for the variation, suspension, or cancellation of special licences. With the permission
of the Alcohol Regulatory and Licensing Authority (ARLA) chairperson, the DLC may refer applications to
ARLA and may be required to conduct inquiries and make reports as requested by ARLA.

DOCUMENTS
The documents forming part of this Agreement are:
(cl 1.2)
•  The Signing Page

•  The Specific Terms
•  The General Terms
•  Schedule One – Service Specifications
•  Schedule Two – Auckland Council Fees Framework and Expenses Policy for
Appointed Members
TERM
Commencement
1 July 2023
(cl 2.1)
Date:
Expiry Date:
30 June 2026
Extensions:
None
(number, length,
notice)
TERMINATION
This agreement may be terminated by either party with one week’s (seven days)
NOTICE PERIOD
notice.
(cl 12.1)
SERVICES
The Supplier has been appointed as member of Auckland’s District Licensing
(cl 3)
Committee.
The Principal will:
•  appoint DLC members to a panel to attend hearings for contested
applications.
•  appoint DLC chairpersons to determine uncontested applications and
temporary authority applications on-the-papers and to chair hearings for

contested applications or any other matters requiring a hearing. This
includes issuing directions and making decisions on procedural matters
associated with the hearing.
The Supplier wil :
•  attend hearings in venues across the Auckland region
•  be available to provide member services for up to a maximum of 40 hours
per week, however there is no guarantee of minimum hours under this
contract
•  in accordance with the Act, and as instructed by the Principal, hear and
make decisions as a District Licensing Commit ee panel member on
contested alcohol licence or manager’s certificate applications or any other
matters requiring a hearing
•  in accordance with the Act, and as instructed by the Principal, consider and
make decisions on-the-papers as a District Licensing Commit ee panel
member for uncontested alcohol licence or manager’s certificate
applications, temporary authorities and variations of licences
•  carry out the Services in accordance with the Service Specifications set out
in Schedule One.

District Licensing Committee members
The Supplier wil :
•  ensure al  decisions accurately and comprehensively met the requirements
of the Act or other relevant legislation and capture the reports, evidence and
objections made on applications.
KEY PERSONS
Name of supplier
(cl 3.4(a))
PRICE AND
The fees paid under this Agreement are determined by the Minister of Justice in
DISBURSEMENTS
accordance with the Cabinet Fees Framework.  District Licensing Commit ee
(cl 5.1)
members wil  also be reimbursed for reasonable expenses as provided for in the
Auckland Council Fees Framework and Expenses Policy for Appointed Members.
Any change to this document wil  be notified to the Supplier in writing. The rates and
expenses are specified below

Hourly rate
The Principal wil  pay the Supplier at the rate outlined below:
•  The rate for a DLC panel member is $51 per hour.

Travel
Mileage:
The Supplier wil  be entitled to claim for, and the Principal wil  pay for, mileage costs
for travel from their home within any Auckland Council ward area to the hearing venue
or site visit and return.  Where the Supplier’s home is outside the Auckland Council
ward area, the mileage calculation is taken from the point at which the Supplier enters
an Auckland Council ward boundary.  The mileage rate is the same rate as the rate
set, and adjusted from time to time, by the Inland Revenue Department ($0.83 per
kilometre as at 31 January 2023).  The rate applies to a DLC member’s travel when
using a motor vehicle or a motorcycle.

Parking:
The Supplier wil  be entitled to claim for, and the Principal wil  pay for, parking costs
incurred at a hearing venue or a members’ workshop when the invoice is
accompanied with the parking receipt.

GST and withholding tax
The Principal may engage DLC members acting in their own right or acting in their
capacity as an employee of a company.  However, the Principal’s delegated
authority for DLC services is to the individual named in this Agreement.
The Supplier wil  advise the Principal of his or her tax position to enable the correct
application of GST and withholding tax for DLC services. The Principal’s starting
point is that:
•  amounts payable by the Principal for DLC services should be expressed as
“plus GST, if any”, with payment of any GST conditional on the Principal’s
receipt of a valid tax invoice; and
•  the  Principal is expressly permit ed to pay any such amount net of any
applicable withholding tax, as determined by the Principal.

Invoicing
The Supplier wil  provide a monthly invoice to Democracy and Engagement within
five days of the end of the month to which it relates. The invoice must contain details
of the services provided, including:
•  the relevant Auckland Council purchase order number (as provided by
Democracy and Engagement)
•  for hearings:
-  a ‘timesheet’ attached to the invoice of al  hearings that have been dealt
with that month and the number of hours spent on each component of the
services:
o  reading agenda
o  site visit (where required)
o  attending hearing
o  deliberations
o  writing decision
-  mileage from home to hearing venue (and site visit if required) and
return to be charged at the rate set by the Inland Revenue Department
at 31 January 2023, or as advised by Democracy and Engagement
-  parking costs including a copy of the receipt.
•  for on-the-papers decisions:
-  a list of all applications that have been dealt with that month that
indicates the number of hours spent on each application.
Training
The Principal wil  pay for time attending any formal DLC training and workshops
provided prior approval to attend any such training / workshop has been given by
the Principal.

Exclusions
To provide clarity and without limitation, the Supplier wil  not be paid for:
•  time spent travelling to and from hearing venues or training venues
•  overnight accommodation
•  office overheads, including home office expenses.
Al  incidental expenses must be approved in writing by the Hearings Manager prior
to the expense being incurred.  The Supplier must attach a GST receipt for
incidental expenses to the monthly invoice or timesheet.
Invoices must not contain any hand-writ en information.
BUSINESS
Not required
CONTINUITY PLAN
(cl 7.1(a))
HEALTH AND
Clause 7.3 of the general terms to apply.
SAFETY
(cl 7.3)
PERFORMANCE
The Supplier wil  ensure that:
REQUIREMENTS
AND REVIEW
•  there are no legitimate complaints made about the Supplier’s conduct.
(cl 9.2)
•  at al  times the Supplier displays exemplary behavioural standards by
treating al  persons with respect and courtesy, observing rights of natural
justice and respecting the roles that others play in alcohol licensing and
hearings processes
•  al  hearings are operated in accordance with relevant statutes and within
accepted best practice guidelines.
•  al  decisions are made available in a timely manner.
•  services are performed to a standard of professionalism that may be
reasonably expected by the Principal, i.e. reasons for decision, plus
conditions which are robust, appropriate and wil  withstand scrutiny by the
Alcohol Regulatory and Licensing Authority.
•  the Supplier respects and engages in mentoring and responds positively to
and acts on feedback.
•  invoices and timesheets are received in accordance with the Price and
Disbursements section above.
INSURANCE
Public liability:
Not required – covered under Auckland Council’s
(cl 11.1)
Insurance Programme
Professional indemnity:
Not required – covered under Auckland Council’s
Insurance Programme
Other:
Not applicable
TRANSITION
Not applicable
SERVICES
(cl 12.6(a))

GENERAL TERMS
1
DEFINITIONS AND INTERPRETATION
assignment for the benefit of all or any of
its creditors;
1.1  Definitions:  Unless the context otherwise
requires, capitalised words have the meanings
“Key Persons”  means the key persons listed
given to them in this Agreement and as follows:
in the Specific Terms;
“Business Day” means a weekday (Monday
“Party Representative”  means the Principal
to Friday) excluding any New Zealand public
Representative and Supplier Representative
holidays and Auckland Anniversary Day;
(as the case may be) set out in the Specific
Terms, or anyone else who is appointed by a
“Commencement Date”  means the date
party (and duly notified to the other party) to
given in the Specific Terms;
discharge those roles from time to time;
“Confidential Information”  has the meaning
“Price” means the amounts payable for the
given in clause 8.1;
Services under clause 5.1 as set out in the
“Contact Address”  means, in relation to  a
Specific Terms;
party, the physical and postal addresses,
“Probity Event”  has the meaning given in
facsimile number, and email address (as the
clause 12.8;
case may be) for purposes of communications
under this Agreement notified by that party to
“Services” means the services to be
the other party from time to time;
performed by the Supplier as set out in the
Specific Terms, and includes all deliverables
“Disbursements”  means the specific
set out in the Specific Terms;
disbursements and expenses of Supplier set
out in the Specific Terms (and as otherwise
“Term”  means the term of this Agreement as
agreed in writing by Principal prior to
provided in clause 2.1(a);
expenditure) to be reimbursed by Principal
under this Agreement;
1.2  References and interpretation:  Except where
the context otherwise requires, this Agreement
“Expiry Date”  has the meaning given in the
shall, be interpreted and applied in accordance
Specific Terms;
with the following principles:
“GST”  means goods and services tax as
Agreement:  references to this “Agreement”
provided in the Goods and Services Tax Act
include the Signing Page, Specific Terms,
1985;
General Terms and Schedules;
“Insolvency Event”  means, in relation to a
Clauses and schedules:  references to
person, anything that reasonably indicates that
clauses and schedules are to clauses in the
the person is (or that there is a significant risk
General Terms and the schedules to this
of the person becoming) insolvent and unable
Agreement (unless stated otherwise);
to pay its debts when due, including:
Employees:  where the context permits,
(a)
any step being taken to make the person
references to Supplier include Supplier’s
bankrupt, wind up the person’s business
employees, agents and officers;
or to have a receiver, receiver and
manager, administrator, liquidator or
Good faith:  an obligation of “good faith” does
statutory manager appointed to or in
not prevent a party from acting in its commercial
respect of the person or any of its
interest provided it communicates fairly with the
assets;
other party;
(b)
any statutory demand being served on
GST:  all monetary amounts are stated
the person, or any proceedings being
exclusive of GST and in New Zealand dollars
brought or threatened against the
unless provided otherwise;
person for recovery of a liquidated or
Including:  “including” and similar words do not
undisputed debt;
imply any limitation;
(c)
the person ceasing to carry on its
Legislation:  all references to legislation
business; or
include al  subordinate legislation, any re-
(d)
a meeting of the person’s creditors being
enactment of or amendment to that legislation
called or held or the person entering into
and al  legislation passed in substitution for that
any type of arrangement with, or
legislation;

Material Breach:  references to “material
specification or services description
breach” include any series of breaches of a
under this Agreement that Supplier
similar or recurring nature which taken together
would reasonably be expected to
are material;
perform, whether or not further
particularised, except to the extent any
Negative obligations:  an obligation on the
services are expressly provided as out-
Supplier not to do something includes a
of-scope in this Agreement.
reference to the Supplier ensuring that its staff,
subcontractors and anyone else it is
2.4  MFC:  Without limiting Supplier’s other
responsible for do not do that thing;
obligations under this Agreement, Supplier
Party:  references to any “party” mean a party
shall treat Principal on a “most favoured
to this Agreement and include their respective
customer” basis.
successors and permitted assigns (as the case
may be);
3
SERVICES
Persons:  references to a “person” include a
3.1  Principal’s obligations:  Principal wil  provide
natural person, firm, corporation, association or
all relevant information, directions, assistance
other entity, whether incorporated or not and
and co-operation as is reasonably required in
whether or not having a separate legal
order for Supplier to perform the Services in
personality; and
accordance with this Agreement.
Singular and plural:  where the context
3.2  Supplier’s obligations:  Supplier shall perform
permits, the singular includes the plural and vice
the Services and its obligations under this
versa.
Agreement “in full, on time, on budget, and to
specification” including:
1.3  Terms:  The Specific Terms prevail over these
General Terms to the extent of any
(a)
promptly and efficiently, and in
inconsistency. The General Terms do not limit
accordance with any agreed timetable;
additional rights or obligations in the Specific
(b)
with the level of care, skil , diligence and
Terms or in any schedules.
judgement that would be reasonably
expected from an experienced supplier
2
APPOINTMENT & TERM
in the relevant field;
2.1  Commencement and term:
(c)
by only using appropriately qualified,
(a)
This Agreement commences on the
skil ed, and experienced personnel who
Commencement Date and, subject to
hold all required licences and consents;
any extensions under clause 2.1(b),
and
ends on the Expiry Date unless
(d)
in accordance with:
terminated earlier in accordance with
this Agreement or at law (“Term”).
i.  al  laws, regulations, bylaws, industry
codes of practice, ethical and
(b)
Principal may, in its sole discretion,
professional standards, and licensing
extend the term of this Agreement for the
and consent requirements that are
number of times and periods as set out
applicable to the Supplier,
in the Specific Terms (if any) by writ en
performance of the Services, and
notice to Supplier prior to expiry of the
performance of Supplier’s obligations
then current term.
under this Agreement; and
2.2  Exclusivity:  The appointment of the Supplier
ii.  al  specific requirements for the
under this Agreement is non-exclusive.
Services and Principal’s reasonable
Principal may contract with others for services
directions (including as to any of
identical or similar to the Services or may
Principal’s applicable workplace
perform any of the Services itself.
policies); and
2.3  Services scope:
(e)
where possible, in a manner best likely
to further the Principal’s Objectives for
(a)
Prior services:  Any services Supplier
the Services (to the extent described in
performs prior to the Commencement
the Background of this Agreement).
Date falling within the scope of the
Services (and not subject to another
3.3  Performance targets:  Without limiting
agreement) are subject to this
Supplier’s obligations to provide Services to
Agreement as part of the Services.
agreed specifications and service levels,
Supplier shal  also endeavour to meet or
(b)
In-scope: The Services include al
exceed al  performance targets and KPIs.
services falling within any general

link to page 8
3.4  Personnel:
(d)
Principal reserves the right to pay
subcontractors directly and deduct those
(a)
Supplier shal  use the Key Persons to
sums from the amounts payable to
perform the Services, and not any other
Supplier where Supplier has failed to
persons except as Principal consents in
pay subcontractors without reasonable
writing (acting reasonably).
cause.
(b)
If Principal has any reasonable concerns
with Supplier’s personnel which cannot
4
PARTIES’ RELATIONSHIP
be resolved by discussion, then Supplier
shall, on Principal’s request, replace
4.1  Good faith:  The parties shall act in good faith
them with other personnel acceptable to
with respect to their mutual rights and
Principal.
obligations under this Agreement, and to
progress effective implementation of the
(c)  The Principal (or its representatives) may
purposes of this Agreement.
carry out audits of the Supplier to ensure
compliance with all obligations set out
4.2  Representatives:  The Party Representatives
under clause 3.4(c) . The Supplier must:
are the first and primary contact persons in

relation to this Agreement, except to the extent
i.
actively cooperate and participate
otherwise provided in this Agreement or agreed
in any audits carried out by the
by the parties.
Principal;
4.3  No surprises:  The Supplier shall communicate

regularly with the Principal about performance
ii.
provide all necessary access and
of the Services, including promptly raising and
information required by the
escalating any issues relating to the Services,
Principal in relation to an audit; and
this Agreement or of likely concern to the

Principal.
iii.
take al  reasonable steps to
immediately rectify any issues
4.4  Publicity and reputation:  Supplier
raised by the Principal.
acknowledges that its activities may affect the

goodwil  and reputation of the Principal, and
3.5
accordingly:
Responsibility:  Supplier is solely responsible
for the due and proper performance of the
(a)
Disrepute:  Supplier must not do
Services, and for meeting al  its own costs and
anything which brings, or would be
expenses necessary to do so (except as
likely to bring, the Principal into
expressly provided in the Specific Terms),
disrepute.
including:
(b)
Public communication:  Supplier shall
(a)
personnel, capital equipment,
not make, be involved in or permit any
disbursements and operating assets;
public communications (including
and
statements, interviews, media
coverage) concerning this Agreement,
(b)
all debts, losses, expenses, and all
the Services or the Principal without the
taxation on Price payments and
Principal’s prior written consent.
Supplier’s income (and Supplier shall
reimburse Principal if Principal is
(c)
Notice:  The Supplier shall immediately
assessed for any such tax).
alert the Principal to any potential media
or publicity issues it becomes aware of.
3.6  Subcontracting:
4.5  Co-operation:  In performing Services,
(a)
Supplier may not subcontract any of its
Supplier wil  cooperate and coordinate to the
obligations under this Agreement
fullest extent possible with the Principal, its
except with the prior writ en approval of
staff, suppliers and service providers, and any
the Principal.
other third parties required for orderly conduct
(b)
Supplier wil  remain responsible for al
of the Principal’s activities.
subcontracted obligations and be liable
for acts and omissions of
4.6  Conflicts of interest:
subcontractors as if they were acts or
(a)
Supplier undertakes that it has
omissions of Supplier (including for the
disclosed, and that it wil  disclose, to the
purposes of clause 12).
Principal in writing any actual, potential
(c)
Principal shal  not have any liability to
or perceived conflict with the interests of
subcontractors, and it is Supplier’s sole
the Principal under this Agreement or in
responsibility to pay its subcontractors.
any other material way.

(b)
Supplier shall manage any conflicts in
5.4  Payment timing:  Subject to this clause 5 and
consultation with Principal.  If Principal
there not being manifest errors or
considers that a conflict is not being, or
discrepancies, invoices wil  be paid on the 20th
cannot be, appropriately managed by
of the month fol owing the date of the invoice if
Supplier, then Principal may
the invoice is received and able to be “goods-
immediately terminate this Agreement
receipted” by Principal no later than the 5th of
by writ en notice to Supplier.
the month.
4.7  Independent Supplier:  Supplier
Example: For monthly Services provided in
acknowledges that it is an independent Supplier
January:
and neither it nor any subcontractor is by virtue
of this Agreement an employee, agent, partner,
•
An invoice dated 31 January and delivered
joint venturer or subsidiary of Principal.

by 5th  February wil  be paid on 20th
Supplier shall not represent or do anything to
February.
the contrary, nor pledge the credit of Principal
•
An invoice dated 1 February and delivered
or make any representation on its behalf,
by 5th February wil  not be paid until 20th
except as expressly authorised under this
March.
Agreement.
5.5  Invoice accuracy:
5
PRICE AND PAYMENT
(a)
Supplier must ensure invoices and
5.1  Price:  In consideration of performing the
invoice information are accurate in
Services, Principal shall pay Supplier the Price
respect of the Services performed, and
and reimburse Disbursements (if applicable) at
the amounts payable are correctly
the rates and/or amounts and at the times set
calculated including with respect to
out in Specific Terms and otherwise on the
service levels or other Price-relevant
terms of this Agreement.  Unless provided
criteria.
otherwise in the Specific Terms, payments shall
(b)
Supplier shal  use automated
be made monthly in arrears.
information collection and calculation
5.2  GST:  The Price is exclusive of GST (unless
systems, which systems and all relevant
provided otherwise in the Specific Terms). If
data shal  be reviewable by Principal on
the Supplier is obliged to account for GST in
request.
respect of the Services, Supplier must submit
5.6  Payment conditions:
valid GST invoices, and Principal wil  pay the
applicable GST.
(a)
Disputed invoices:  If any part of an
invoice is disputed by Principal, Principal
5.3  Invoice requirements:  Supplier shall
shall promptly notify the Supplier and
punctual y raise and submit tax invoices to
may withhold payment until the dispute
Principal at [email address]
is resolved.
specifying:
(b)
Payment not acceptance: No payment
(a)
the Principal’s purchase order number
by Principal constitutes acceptance of
for the Services under this Agreement;
the scope or quality of any aspect of the
(b)
the amount payable by the Principal;
Services performed by Supplier or is an
acknowledgement of the correctness of
(c)
the Services supplied and dates of
the amount payment.
supply;
(c)
Overpayments and set-off:  Without
(d)
a breakdown the basis for calculating the
limitation to any of Principal’s other
payment amount, including (if
recourse, Supplier must immediately
applicable) the amounts and rates
repay any overpayments if required by
charged for specific personnel;
Principal, and Principal may pay any
amount owing under this Agreement
(e)
any other information the Principal
reasonably requests from time to time;
less any deduction, set-off, counterclaim
arising under this Agreement (including
and
in respect of any overpayments or
(f)
all information required for a valid GST
claims of Principal whether liquidated or
tax invoice (subject to clause 5.2).
not).
Invoices, and all information in them, must be
(d)
Final invoice:  On termination or expiry
printed and not hand-written. Principal shall not
of this Agreement, the final invoice wil
reimburse Disbursements until they are
only be paid after proper reconciliation
incurred and properly accounted for by written
and adjustment for any claims by
supplier invoice.
Principal.  Principal wil  expedite the

reconciliation and final payment as far as
(a)
Business continuity:  Supplier must
reasonably possible.
ensure that it maintains business
continuity management systems that
5.7  Payments audit:  Supplier wil  cooperate with
are consistent with good industry
any audit of Services and payments for
practice in New Zealand, including in
Services requested by Principal from time to
accordance with any requirements for a
time.  Audits wil  be performed by Principal or its
business continuity plan in the Specific
agent, and be at Principal’s expense unless
Terms (if any) or as otherwise
discrepancies of 2% or more are discovered in
reasonably required by Principal.
Principal’s favour, in which case audit wil  be at
Supplier’s expense.
(b)
Quality assurance: Supplier shall
maintain quality assurance measures
5.8  Total remuneration:  The Price and
and procedures appropriate for its
Disbursements (if applicable) are the total
business, and in accordance with this
remuneration and compensation payable to
Agreement or as reasonably required by
Supplier in respect of the Services and al  other
the  Principal, and provide information
obligations of Supplier under this Agreement
about these to the Principal on request.
including all pre-Commencement Date work
such as scoping, recruitment and mobilisation.
(c)
Financial review:  Where Principal has a
reasonable concern about Supplier’s
5.9  No other payment:  Supplier shall not seek or
financial viability or ability to continue
accept payment or benefit from any other
properly to perform the Services, the
person in respect of any of the Services or of
Supplier wil  promptly provide all
other obligations and activities performed by
relevant information to the Principal and
Supplier pursuant to this Agreement (and shall
cooperate ful y in taking steps to mitigate
not charge any mark-up or margin on
the situation.
disbursements or pass-through costs) without
Principal’s prior written consent.
7.2
Computer systems: Supplier personnel
must comply with Principal’s computer and
6
VARIATIONS
information systems policies as applicable.
Passwords must be kept confidential and not
6.1  Request for variations:  Principal may, at any
be disclosed or used other than in
time, request in writing that the Services be
accordance with Principal’s written
varied in any respect during the Term.
instructions.
6.2  Price consequences:  Within five (5) Business
7.3
Health and safety: Without limiting any
Days of receipt of Principal requesting a
additional obligations set out in the Specific
variation, the Supplier (acting reasonably) must
Terms, the Supplier must at all times:
advise Principal in writing of the extent to which
Supplier proposes the variation would:
(a)  Compliance:
i.
comply with al  health and safety
(a)
increase or decrease the Price and the
legislation, regulations, applicable
basis of its valuation of any increase or
codes of practice and standards,
decrease; and
Principal’s health and safety
policies and procedures, and any
(b)
affect the quality or timing of the
standard operating procedures;
provision of the Services.

Principal may accept or decline Supplier’s
ii.
ensure that it takes al  practicable
proposed terms of the variation in its discretion.
steps to ensure the health and
safety of all personnel of the
6.3  Signing:  No variation (including any variation
Supplier, and any other parties
proposed by Supplier) is effective unless it is in
associated with the Services,
writing and signed by each party to this
including Principal, workers,
Agreement.  Principal is not required to agree to
visitors, subcontractors, service
any variation, but Supplier wil  not unreasonably
providers, the public, and visitors to
withhold its consent to variations including any
any area under the control of the
arising from contract review under clause
Supplier;
9.2(b).

iii.
immediately provide the Principal
6.4  No payment:  Principal is not liable to pay for
with information about any health
any unapproved variations work.
and safety matters relating to the
Services, if requested; and
7
RISK MANAGEMENT AND RECORDS

7.1
Risk management:
iv.
comply with all reasonable
directions given by the Principal in

relation to health and safety in

connection with this Agreement.
(f)  Non-compliance (defective services)

Without limitation to the Principal’s other
(b)  Information requests:  The Supplier
rights and remedies at law or under this
wil , upon request, at all times during the
Agreement, the Principal may
Term immediately provide the Principal
immediately withhold a proportion of
with information about any health and
monthly or lump sum payments as
safety matters relating to the Services.
specified in the Specific Terms if the

Supplier is in breach of any of its
(c)  Cooperation: The Supplier must:
obligations under this clause.
i.
so far as is reasonably

practicable, consult, co-
7.4
Records and information requests:
operate with and co-ordinate
Supplier must keep ful  records and
its activities with the Principal
documentation in relation to the Services and
in relation to the Services;
this Agreement (“Records”) and provide

copies of Records to Principal on reasonable
ii.
facilitate engagement between
request, and immediately notify Principal of
the Parties (and/or its
any disclosure requests Supplier receives
designees) in relation to work
(including under the Local Government
health and safety matters; and
Official Information and Meetings Act 1987).

iii.
ensure that any feedback,
8
CONFIDENTIALITY AND INTELLECTUAL
agreed changes or
PROPERTY
improvements to health and
safety processes and
8.1  Confidential information:  This clause applies
procedures are implemented
to each party in respect of the other party’s
immediately.
“Confidential Information” (however it comes

known to a party), namely information which is
(d)  Principal Site: If the Supplier is carrying
marked or indicated as confidential or which
out the Services at Principal (or CCO)
would reasonably be considered confidential:
owned or controlled site then the
Supplier must:
(a)
Confidentiality: Each party must keep
i.  participate in the Principal’s
confidential the Confidential Information,
emergency procedures,
however it comes in the party’s
workplace assessments, training
knowledge, and not copy, use or
or orientation and any other
disclose it to any person except as
relevant health and safety
reasonably required for purposes of this
activities (if requested);
Agreement.

(b)
Security: Each party must maintain
ii.  participate in the Principal’s
effective security measures to protect
worker participation practices if
the Confidential Information, and ensure
requested (if requested); and
all persons having access to the

Confidential Information comply with the
iii.  identify and address any special
party’s confidentiality obligations (and
needs requirements.
sign any non-disclosure agreement

reasonably requested by the Principal).
(e)  Incidents and investigations: The
Supplier must immediately notify the
(c)
Disclosure: Each party may use or
Principal of any:
disclose Confidential Information to the
(i) “notifiable event” (as defined in the
extent necessary to comply with any law
Health and Safety at Work Act 2015);
or court order (subject to escalating the
(i ) near miss or exposure the Supplier
matter to the other party first), or obtain
becomes aware of in the course of
professional advice in relation to this
undertaking the Services,
Agreement.
(i i) any WorkSafe inspection,
(d)
Records: Each party may keep copies
investigation or information request in
of Confidential Information necessary for
connection with the Supplier’s
internal record keeping and audit
performance of the Services; and/or
purposes.
(iv) breach of this clause 7.3; and
provide the Principal with such
Information relating to the Services, including
assistance and information as the
any data or information generated from or as
Principal requires in relation to any of
part of the Services, is the Confidential
these matters.
Information of Principal.  The Principal may

share Confidential Information with any of
its other obligations under this Agreement, in
Auckland Council’s council-control ed
accordance with the Specific Terms or as
organisations. This clause 8.1 does not limit a
reasonably required by Principal.
party’s rights or obligations at law or equity with
regard to confidential information.
9.2  Performance management:  During the Term,
the Supplier shal  cooperate in periodic reviews
8.2  Intellectual Property:
at the  Principal’s reasonable discretion,  as
follows,  and as otherwise required in the
(a)
Pre-existing IP: Al  intellectual property
Specific Terms:
owned by either party and existing prior
to the Commencement Date wil  remain
(a)
Performance review (outputs): Review
the exclusive property of that party
of the Supplier’s performance under this
during the Term and afterwards.
Agreement, including compliance with
specifications and service levels,
(b)
New IP:  Any new intellectual property
achievement of targets and KPIs, and
developed as a specific deliverable or
other Supplier obligations. Issues
output under this Agreement, including
identified may be relevant to Price
data and information relating to the
payments, remedies for breach, or
Services, shal  be owned by Principal.
contract reviews.
Supplier shall ensure all moral rights are
waived in such intel ectual property.
(b)
Contract review (outcomes): Review of
the Agreement’s alignment to the
(c)
Licenses: Without limiting clause 8.2(a)
Principal’s ongoing requirements for the
and (b):
Services, including:
i.  Principal has a continuing free right to
(i)
continuous improvement and
use al  Supplier intellectual property
efficiency;
(whether or not included in the
Services) which is necessary for the
(ii)
Auckland Plan objectives and
Principal’s use of the Services as
Mayoral vision for Auckland as
contemplated by this Agreement; and
the world’s most liveable city;
ii.  each party has a continuing free right
(iii)
environmentally sustainable
to use, for any purposes, any general
working and business practices;
methodologies, skil s and know-how
and
arising from the Services or under this
Agreement.
(iv)
any other areas of mutual
advantage.
8.3
Publishing of information:   Auckland
Council regularly publishes information on its
Supplier shall engage constructively
procurement activities, spending and
with Principal on any proposed
contracting as part of its public information
amendments to this Agreement resulting
programme
(“the Programme”).
from contract reviews.
Notwithstanding anything else in this
Agreement/ Contract, the Supplier consents
10
WARRANTIES
to Auckland Council disclosing information
about this Agreement/ Contract in its
10.1  General warranties:  Supplier represents and
Programme publical y, including, but not
warrants and undertakes on a continuing basis
limited to
that:
(a)  a description of the Services being
(a)
Enforceable: this Agreement is valid,
supplied;
binding and enforceable and it has taken
al  necessary action to authorise the
(b)  the name of the Supplier;
execution and performance of this
Agreement;
(c)  the Term of the Agreement/Contract;
(b)
Solvency:  no Insolvency Event has
(d)  the value of the Agreement/ Contract
occurred in respect of Supplier;
(e)  the total spend by the Supplier
(c)
No inducements:  no form of inducement
regarding al  agreements or contracts
or reward has been or wil  be directly or
with Auckland Council.
indirectly provided or offered by Supplier
to any of the Principal’s employees,
9
PERFORMANCE MANAGEMENT AND
agents, officers or representatives in
AUDIT
connection with this Agreement or the
Services; and
9.1  Reporting:  Supplier shall provide regular
reports on the performance of the Services and

(d)
Tax resident:  Unless notified otherwise
Agreement or as provided by Principal)
to Principal prior to the date of this
on execution of this Agreement and
Agreement, Supplier is a New Zealand
each year in which insurance is required
tax resident.
under this Agreement, and promptly
deliver them to Principal.  Broker’s
10.2  Performance of the Services:  Supplier
certificates wil  be acceptable only in
represents, warrants and undertakes on a
Principal’s sole discretion.
continuing basis that:
(d)
Supplier wil  ensure that its
(a)
Skills:  Supplier has, and its personnel
subcontractors have insurance which is
have, the requisite skil , judgment,
reasonably acceptable to Principal.
ability, capacity and experience
necessary to perform the Services;
11.2  Defective services:  If Principal reasonably
considers that any Services are non-compliant
(b)
Amount of price:  Supplier has satisfied
or defective, Principal may require the Supplier
itself as to the correctness and
to rectify the non-compliance or defect, and (if
sufficiency of the Price for performing its
not promptly rectified) Principal may at its
obligations under this Agreement;
discretion and without limiting its other rights:
(c)
Fit for purpose:  all goods, equipment
(a)
reduce the Price payable for such
and systems used by Supplier to
Services; and/or
perform the Services  wil  be fit for
purposes of performing the Services;
(b)
rectify or engage another person to
rectify the Services, whereupon the cost
(d)
No breach:  performance of the Services
of this work wil  be a debt due from
by Supplier, and use of the Services by
Supplier to the Principal payable on
Principal, wil  not cause Supplier or
demand.
Principal to be in breach of any law or
third party rights, including intellectual
11.3  No approval:  No approval, inspection or
property laws; and
review of the Services by the Principal wil
(e)
Correct information:  al  information and
relieve Supplier of any of its obligations under
representations made by the Supplier
this Agreement.
(prior to or after the date of this
11.4  Liability to Principal:  Without limiting specific
Agreement, including in any contestable
rights and remedies under this Agreement or
procurement process leading to this
the Contractual Remedies Act 1979, Supplier’s
Agreement) are true, complete and
liability to Principal arising under or in
correct and not misleading through non-
connection with this Agreement shall be limited
disclosure.
to losses caused directly by breach,
10.3  Reliance:  Supplier acknowledges that
foreseeable losses, and any other liability
Principal has, in entering into this Agreement,
arising under common law principles or
relied on Supplier’s representation in clauses
applicable statutory provisions.
10.1 and 10.2.
11.5  Third party liability:  Supplier’s liability to any
third party is between Supplier and that third
11
INSURANCE AND LIABILITY
party.
11.1  Supplier’s insurance:  Supplier must effect
and maintain  insurance of the types and
12
TERMINATION AND EXPIRY
amounts (for any single occurrence and in
12.1  Termination at will:  If provided in the Specific
aggregate) set out in the Specific Terms during
Terms, Principal may terminate this Agreement
the Term, on terms and with insurers
in its sole discretion (and without cause) by
reasonably acceptable to the Principal including
giving the required period of written notice to
on the fol owing basis:
Supplier.
(a)
Al  public liability insurance must provide
12.2  Suspension/Termination by Principal:
cover for the vicarious liability of the
Principal may immediately terminate (or
Principal.
suspend Supplier’s performance of) this
(b)
Supplier must keep the required
Agreement in whole or in part by writ en notice
professional indemnity insurance in
to Supplier if any of the following applies:
force for six (6) years after expiry or
(a)
Supplier commits a material breach of
termination of this Agreement.
this Agreement and fails to remedy the
(c)
Supplier shal  require its insurer to sign
breach within ten (10) Business Days of
Principal’s standard insurance
written notice of the breach from
certificates (as attached to this
Principal. Breach of any of clauses

3.2(d)(i) or 11.1 is a material breach for
transition services (if any) as set out in
purposes of this clause 12.2(a); or
the Specific Terms.
(b)
Supplier suffers an Insolvency Event
(b)  Handover: If no transitional services are
or a Probity Event occurs; or breaches
required, but the Services are of a type
any of its obligations under clause 7.3;
required by Principal on a continuing
(c)
(without limiting clause 12.2(a))
basis, Supplier shall stil  cooperate as
Supplier breaches any of clauses
reasonably required by Principal, at
3.4(a), 3.6(a), 4.6(a), 8.1, or 15.2, or
Supplier’s cost, on the orderly and
Supplier has breached clause 10.2(e)
efficient handover of the Services to
in respect of any material
Principal or any new supplier prior to
misrepresentation or non-disclosure
expiry or (where known in advance)
prior to the date of this Agreement.
termination, and in the month following
expiry or termination.
No other provision of this Agreement
(including KPI regimes or performance-
(c)
Data migration:  At Principal’s request
based payment terms) limits Principal’s rights
any time during or after the Term,
under this clause 12.2.  Any contract
Supplier wil  ful y and promptly
suspension is not to the Principal’s financial
cooperate with export to Principal’s
account.
nominated platform of all Services data
owned jointly or exclusively by, or
12.3  Termination by Supplier:  Supplier may
confidential to, Principal under this
immediately terminate this Agreement by
Agreement.    Supplier will permit
written notice to Principal if:
Principal and its agents ful  access to
Supplier’s IT systems for this purpose,
(a)
Principal commits a material breach of
and wil  not be entitled to any additional
this Agreement and fails to remedy the
compensation (clause 5.8 applying to
breach within ten (10) Business Days of
such work).
written notice of the breach from
Supplier; or
12.7  Accrued rights:  Termination or expiry of this
Agreement is without prejudice to the accrued
(b)
Principal suspends performance of this
rights of the parties, and any express rights
Agreement for more than six (6) months.
under this Agreement are additional to any
12.4  Running on:  Any continuation of the
other right or remedy a party may have.
performance of this Agreement by the parties
12.8  Probity events:  For purposes of clause
after expiry shall be on a monthly basis,
12.2(b), “Probity Event” means:
otherwise on the terms of this Agreement,
terminable by either party on one months’ prior
(a)
Inducement: where any improper
written notice to the other.
inducement, reward or benefit has been
provided on behalf of Supplier to any of
12.5  Consequences of termination or expiry:  On
Principal’s staff, suppliers or
termination or expiry of this Agreement:
representatives to influence their actions
(a)
Principal must pay Supplier for Services
in relation to Supplier or this Agreement;
validly performed to the date of expiry or
or
termination;
(b)
Offence or breach:  where Supplier
(b)
this Agreement shall continue to apply to
commits any offence relating to fraud or
any outstanding Services nominated by
dishonest acts or which in Council’s
Principal which Principal requests
opinion reflects adversely on Council, or
Supplier to complete until completed;
breaches the Commerce Act 1986 in
and
relation to this Agreement, or Supplier
defrauds, or attempts or conspires to
(c)
Supplier must cease using and (as
defraud, Principal; or
applicable) return to the Principal any
property, including the Principal’s
(c)
Ethical wrongdoing:  where Supplier
intellectual property, Confidential
engages in governance, ethical or
Information or equipment of the Principal
business practices which are
which is in Supplier’s possession or
fundamental y incompatible with
control.
Principal’s values or the local
government accountability and
12.6  Handover and transition:
legislative framework,
(a)
Transition services: Supplier shal
and includes any of these things done for or on
perform, and Principal shall pay for, the
behalf of Supplier or anyone it is responsible
for, including subcontractors.

12.9  Survival:  Any provisions intended to survive
suspend this Agreement as provided in clause
expiry or termination (including clauses 7.3(e)
11.
and (f), 8 and 12, together with those other
provisions of this Agreement which are
14
UNFORESEEN CIRCUMSTANCES
incidental to, and required in order to give effect
to those clauses) wil  remain in ful  force and
A party is not liable for any act, omission or
effect following expiry or termination.
failure under this Agreement (except failure to
meet an obligation to pay money) if that act,
13
DISPUTE RESOLUTION
omission or failure arises directly from
circumstances beyond the reasonable control
13.1  Process:  If any dispute arises in connection
of that party, including extreme weather
with this Agreement or its subject matter, either
conditions, civil disruption or industry-wide
party may trigger the provisions of this clause
industrial action, provided that the party seeking
13.1 by giving written notice of the dispute
to rely on this clause 14 wil :
(“Dispute Notice”) to the other party, and the
following shal  apply:
(a)
notify the other party in writing, including
reasons and perceived impacts, that
(a)
Negotiation:  The parties shall endeavour
such an event has or is likely to occur;
to resolve the dispute within ten (10)
and
Business Days of the Dispute Notice
through negotiations between the Party
(b)
take all reasonably practicable steps to
Representatives and senior managers if
limit the effects of that event on the
required.
performance of its obligations under this
Agreement and continue to carry out its
(b)
Mediation: If the dispute is not so resolved,
obligations under this Agreement to the
either party may within twelve (12)
extent possible.
Business Days of the Dispute Notice
request mediation which shall be
If normal performance of this Agreement cannot
conducted in Auckland on the following
be resumed within three (3) months, Principal
basis:
may in its discretion require an appropriate
variation or terminate this Agreement.
(i)
If the parties cannot agree a time,
place and mediator, then the
15
GENERAL
President of the New Zealand
Law Society (or his or her
15.1  Notices:  Notices under this Agreement must
nominee) shall decide.
be delivered in writing to the relevant party at its
Contact Address (by facsimile, post or courier
(ii)
The mediator wil  determine the
delivery), marked for the attention of the Party
procedure and timetable for the
Representative, and also copied by email to the
mediation.
Party Representative.  Notices are deemed
(iii)
The costs of the mediation wil  be
delivered:
shared equal y by the parties, with
(a)
In the case of email, as soon as the
each party meeting its own costs.
sender
receives
an express
(iv)
Al  proceedings and disclosures in
acknowledgement by the relevant Party
the course of the mediation wil  be
Representative that it  has received an
conducted and made without
email copy of the notice; and
prejudice to the rights and position
(b)
In the case of post or courier delivery,
of the parties in any subsequent
when the notice is delivered to the
legal proceedings.
correct Contact Address.
13.2  Supplier to continue:  Supplier must continue
Express acknowledgement by the relevant
to perform the Services during any dispute until
Party Representative that is has received an
it is resolved, unless Principal directs otherwise,
email copy of the notice constitutes delivery.
and the Principal shall continue to pay for the
Notices delivered after 5pm on a Business Day,
Services (other than any payments in relation to
or on a non-Business Day, wil  be deemed
the dispute).
received on the next Business Day.
13.3  Legal proceedings:  Neither party may
15.2  Assignments and transfers:  Supplier must
commence any legal proceedings in relation to
not assign or transfer any of its rights or
a dispute until the process in clause 13.1 is
obligations under this Agreement without the
exhausted, provided that nothing in this
prior writ en consent of the Principal.  Any
clause 13 restricts or limits the right of either
change in effective control or beneficial
party to seek urgent injunctive relief, or limits or
ownership of the Supplier shall be deemed an
restricts Principal’s rights to terminate or
assignment for purposes of this clause 15.2. If

Principal consents, Supplier wil  pay Principal’s
15.6  Regulatory capacity:  Nothing in this
reasonable legal and other costs relating to
Agreement affects or fetters any regulatory
consent and assignment.
power of Auckland Council or any of its council-
15.3
control ed organisations. Supplier has no
Further acts: Each party must sign all
recourse under this Agreement with respect to
documents and do all things reasonably
the exercise (or not) of such powers, including
requested by the other party necessary or
on licensing or consenting matters.
convenient to give effect to this Agreement
according to its true intent and spirit.
15.7  Variation and waiver:  The provisions of this
15.4
Agreement may only be varied or waived by
Rights, benefits and obligations:
written agreement signed by the parties.  Any
(a)
Benefits:  Except as expressly provided,
delay or failure to exercise any remedy is not a
this Agreement is not intended to confer
waiver.
benefits or enforceable rights on
subcontractors or any persons other
15.8  Entire agreement:  This Agreement constitutes
than the parties.
the entire agreement between the parties in
relation to its subject-matter, and supersedes all
(b)
Joint liability:  If Supplier is more than
prior oral and written representations,
one person or entity (whether or not
understandings, arrangement and agreements
trustees) then this Agreement binds
except to the extent expressly retained under
them jointly and severally.
the terms of this Agreement.
(c)
Cumulative rights: Provisions in this
15.9  Governing law and jurisdiction:  This
Agreement for the benefit of Principal
Agreement is governed by the law of New
are cumulative.
Zealand.  The parties submit to the non-
exclusive jurisdiction of the New Zealand
(d)
Council group:  Principal may, in its
courts, and shall not object to the exercise of
discretion, share any benefits or rights
jurisdiction by those courts.
under this Agreement with any of
Auckland Council’s council-control ed
15.10  Counterparts:  This Agreement may be
organisations.
executed by email or scan, and in any number
of counterparts all of which wil  be deemed an
15.5  Severability:  If any provision of this
original and together be taken as a single
Agreement is or becomes unlawful or
instrument.
unenforceable it shal  be treated as severable
from the other provisions of this Agreement
which shal  remain in ful  force and ef ect.

Schedule One – Service Specifications

Each alcohol licence or manager’s certificate application or other matter described in the Services
constitutes a separate piece of work (a “Job”).

1.  Service responsibilities:

In providing the above Service, the Supplier wil :
a.  make every effort to be available for a hearing when appointed and to be free to
determine uncontested applications;
b.  maintain a comprehensive understanding of all relevant legislation, and any local
alcohol policy, necessary to provide a quality service to the Principal and its customers;
c.  complete a disclosure of interest form for every hearing. As a panel member, any
perceived conflict of interest whether known or raised by others shall be identified and
discussed with the chairperson. The chairperson after full consideration of the potential
conflict identified may ask, prior or during a hearing, that the appointed panel member
stand down from the hearing. If prior to the hearing, an alternate panel member on
request of the chairperson may be arranged;
d.  notify the Principal of any changes to the Supplier’s contact details and to give at least
two weeks’ prior notice of unavailability of the Supplier;
e.  notify the Principal as soon as practicable of sickness, sudden emergency or similar,
that would mean the Supplier is unable to attend a scheduled hearing;
f.  notify the Principal, as soon as is practicable, of any event or circumstance that may
lead to the agreed completion deadline of any Job not being met by the Supplier;
g.  correspond directly with the Principal to solve any problems associated with a Job and
for any requests for legal opinions;
h.  use best endeavours to minimise costs to the Principal and its customers arising from
Jobs performed by the Supplier under this Agreement;
i.  not contact any party involved in a Job directly such as the applicant, objectors or
reporting agencies (except where the Supplier must consult with the Police and Medical
Officer of Health and notify the inspector under section 137(3) of the Act). All
communications are directed through the Principal;
j.  engage with panel members to arrange and attend a site visit if the chairperson
determines that this is required;
k.  take  handwrit en  legible  notes throughout every  hearing.  Legible notes are for the
Supplier to refer back to when deliberating and/or writing or contributing to a decision
and  a scanned copy of the legible notes must be provided to Democracy and
Engagement at the time of issuing a decision.
l.  if appointed as a member, provide feedback to the chairperson during deliberations on
the decision and contribute to the writ en decision where requested by the chairperson.

In addition to the above, the Supplier will:
m.  keep accurate and separate records and accounts in respect of work performed for
these services;
n.  receive and return files electronically including the use of electronic signatures;
o.  keep al  matters relating to this agreement, and any information supplied or accessed
as part of this agreement, confidential and not divulge such matters and information in
any way to any third party without the prior writ en approval of both parties to this
agreement, unless either party is required by law to release the information or either

party needs to use the information for the purpose of any dispute in which it needs to
be involved;
p.  refer any requests for information, including those under the Local Government Of icial
Information and Meetings Act 1987, to Democracy and Engagement for instruction
and/or action;
q.  refer any media matters related to any contracted services immediately to Democracy
and Engagement and not engage in any media discussion or response on any such
matters, unless authorised in advance in writing by Democracy and Engagement;

2.  Principal’s responsibilities:

The Principal will:
a.  maintain and amend a hearings and application roster as required and ensure Supplier
is not appointed to sit on a hearing when they have informed the Principal that they wil
not be available;
b.  endeavour to ensure the Supplier is not appointed to a hearing where a conflict of
interest is known and reappoint members as soon as reasonably practicable where a
conflict is later determined;
c.  distribute agendas via email or Nexus at least five working days prior to hearings;
d.  provide current decision templates to the Supplier if requested;
e.  ensure hearings venues are set up appropriately;
f.  welcome parties as they arrive at the hearing venue;
g.  arrange catering for the Supplier at hearings where the duration is expected to be longer
than 2 hours;
h.  provide feedback to the Supplier on a regular basis to ensure region-wide consistency;
i.  provide the Supplier with a disclosure of interest form to be completed for every hearing;
j.  provide  the  Supplier with a copy of appeal decisions for matters that  the  Supplier
determined;
k.  take  administrator notes and audio record that hearings  and make such notes and
recordings available to the Supplier to assist in writing the decision.

3.  Conflict of Interest
a.  For the avoidance of doubt and without limitation in any way, it is a conflict of interest
for the Supplier to sit on a hearing in an area where they or an immediate family
member is a local board member.

4.  Local Government Official Information and Meetings Act 1987
a.  For the avoidance of doubt, all correspondence, records or any other information, by
or held by the Supplier in connection with the Services or this Agreement is subject to
the Local Government Of icial Information and Meetings Act 1987 and may be
released on request.

Schedule Two – Fees Framework and Expenses Policy for
Appointed Members

See PDF document attached.

Document Outline