Ngai Tahu Settlement

 ATTACHMENT 14.5
OPERATING EASEMENT OVER THE
BUSHY POINT SITE

(Clause 14.11.2(a)(ii))

Entered in the Register Book as
Volume		folio
(			Registry) this
day of				19
at				o'clock
_____________________________
For District Land Registrar

DEED OF GRANT OF EASEMENT
(Pursuant to Section 60 Land Act
1948)

RIGHT TO STORE WATER

THIS DEED made this     day of     199

BETWEEN     HER MAJESTY THE QUEEN acting by and through the
Commissioner of Crown Lands appointed under Section 12A(1) of the Survey Act
1986 (hereinafter with Her successors and assigns referred to as "the Grantor")

AND     CONTACT ENERGY LIMITED at Wellington (with its successors,
assigns and subsidiaries together with its servants, agents, workers, tenants,
licensees, invitees, employees, engineers, surveyors and contractors referred to
as "the Grantee")

A. THE Grantor is the owner pursuant to the Land Act 1960 of that
parcel of land described as Otago Land District, Queenstown Lakes District
Council, an undefined area (subject to survey) being part recreation reserve,
Block I, mid Hawea Survey District, (SO Plan 2289). Subject to survey as shown
on Allocation Plan A238 (SO 24696). Part New Zealand Gazette 1891 page
1049 subject to a proposed Nga Whenua Rahui kawenata, and an undefined area
being Part Recreation Reserve, Block I, Mid Hawea Survey District (SO Plan
12464) subject to survey as shown on Allocation Plan A238 (SO 24696) Part
Gazette Notice 267479 (New Zealand Gazette 1964, page 14) ("the Easement Land").

B. THE Grantee is the owner of that parcel of land described as
[              ] ("the Dominant Land") upon which it operates a power station.

C. THE Ministers of Finance and State Owned Enterprises and the
Grantee by a Deed of Operating Easement dated 16 April 1993 agreed inter alia
that the beds of lakes and rivers would not be transferred to the Grantee and
that to enable the Grantee to carry out the electricity generation business
operated by it from time to time certain operating easements would be granted.

D. THE Grantee is desirous of an easement to Store Water from time to
time over parts of the Easement Land.

E. THE Commissioner of Crown Lands has agreed pursuant to Section 60
of the Land Act 1948 to the grant of a Right to Store Water over the Easement
Land together with the ancillary rights attaching thereto upon the terms and
conditions contained in this Deed.

IT IS AGREED that pursuant to the premises contained in this Deed and
the said agreement, the Grantor pursuant to Section 60 of the Land Act 1948
CONVEYS AND GRANTS to the Grantee as an easement appurtenant to the
Dominant Land the right to store water from time to time on or about the
Easement Land, the right to maintain the Easement Land in such a manner to store
water and when required by the Grantee to release from time to time that water
in such quantities as it shall determine on the terms and conditions contained
in this Deed as follows:

1. The water may be stored and retained on or about the Easement Land up to
the operating levels determined from time to time by the Grantee in its sole
discretion for the dams or structures from time to time on or adjacent to the
Easement Land or situated elsewhere but in respect of which the Grantee is
exercising its rights under this easement ("the Dams or Structures") and in
accordance with any resource consents or other statutory or regulatory consents
or approvals held by the Grantee from time to time. In the event of unusually
heavy rainfall or unusually heavy inflow of water which impacts on the water
levels on or about the Easement Land or any other cause beyond the reasonable
control of the Grantee then the Grantee may store and retain water on or about
the Easement Land up to the designed flood level of the Dams or Structures. If
lawfully directed or requested so to do by a civil defence authority or if
required in any other case beyond the reasonable control of the Grantee then the
storage of water may be beyond the designed flood level.

2. Where the Easement Land or any part of it forms the bed of a natural
waterway the Grantee shall have the right to from time to time discharge water
into that waterway in accordance with resource consents or other statutory or
regulatory consents or approvals held by the Grantee from time to time. If
lawfully directed or requested to do so by a civil defence authority or if
required in any other case beyond the reasonable control of the Grantee then the
discharge of water to that waterway or to the Easement Land may be made beyond
the levels authorised by such consents or approvals.

3. The Grantee may from time to time if it sees fit install and maintain
booms and other floating equipment on any lake or reservoir on the Easement Land
used for the storage of water and shall have the right to anchor such equipment
on the Easement Land. The Grantee may if it sees fit from time to time install
and maintain monitoring and measuring equipment and structures, safety devices
and similar equipment on the Easement Land. Except in the case of emergency, the
installation of such devices and equipment shall not be undertaken without the
Grantee first having obtained the consent of the Grantor. All booms, floating
equipment, monitoring and measuring equipment, structures, safety devices and
similar equipment existing at the Date of this Deed shall be deemed to be
installed with the Grantor's consent.

4. The Grantee may from time to time undertake works and/or carry out
planting of vegetation on or about the Easement Land with a view to limiting or
minimising erosion, land subsidence, land slippage, landslides or flooding. The
Grantee shall use reasonable endeavours when carrying out such works and
plantings to so far as practicable carry out the same in keeping with the
character of the Operating Easement Land and the Grantee shall use reasonable
endeavours to reduce erosion, land subsidence, land slippage and landslides on
the Easement Land by available practical and economic means as determined by the
Grantee in its reasonable opinion. Nothing in this clause shall be taken to
restrict or hinder the Grantee from raising or lowering the level of the water
situated from time to time on or about the Easement Land during the course of
carrying on from time to time the Grantee's electricity generation business. The
Grantee may from time to time remove from any water on or about the Easement
Land or remove from any part of the Easement Land and/or redistribute or
relocate, whether on the Easement Land or elsewhere, any sediment or other
material or any vegetation which in the opinion of the Grantee is impeding or
likely to impede the efficient generation of electricity by the Grantee or to
cause danger, injury or damage to persons or property on or about the Easement
Land. In all such cases work carried out under this clause shall (except in the
case of an emergency) first have the consent of the Grantor.

5. The Grantee may from time to time erect structures and do works on the
Easement Land for the purpose of the exercise of any of the Grantee's rights
under this Deed PROVIDED THAT this right shall not be exercised without
the consent of the Grantor. All structures and works existing at the Date of
this Deed shall be deemed to have been erected with the Grantor's consent.

6. The Grantee may from time to time deposit sediment or other material on or
about the Easement Land PROVIDED THAT where the appearance or use of the
Easement Land is or may be thereby adversely affected, as agreed by both parties
in consultation with each other, the Grantee shall carry out reasonable
landscaping of the affected area in a manner approved by the Grantor.

7. The Grantee may from time to time store goods and materials of all kinds
on or about the Easement Land PROVIDED THAT this right shall not be
exercised without the consent of the Grantor and PROVIDED FURTHER THAT
should permanent storage be required in the reasonable opinion of the Grantee
then the Grantee shall purchase that part of the Easement Land at the then
current market value to be determined in the manner provided in clause 22 of
this Deed. All goods and materials stored on or about the Easement Land at the
Date of this Deed shall be deemed to have been stored with the Grantor's
consent.

8. The Grantee shall at all times for the purpose of exercising any of the
rights granted under this Deed have the right to operate upon any area of water
on the Easement Land, any vessel, plant or equipment and in connection therewith
from time to time to establish and maintain jetties, wharves, landing places and
slipways PROVIDED THAT no such jetties, wharves, landing places and
slipways shall be established after the Date of this Deed without the consent of
the Grantor. All jetties, wharves, landing places and slipways existing at the
Date of this Deed shall be deemed to have been established with the Grantor's
consent.

9. The Grantee may from time to time if it considers that there is an
emergency situation involving public safety or the security of electricity
generation temporarily exclude entry by any persons to all or any parts of the
Easement Land. In cases where there is no emergency the Grantee may also with
the Grantor's prior approval temporarily or permanently and/or from time to time
exclude persons from all or any parts of the Easement Land. Where entry is
excluded the Grantor will not authorise or permit entry thereon except after
giving notice to the Grantee and for the purpose of inspecting the condition of
the Easement Land or doing any act required to be done by it under this Deed.
Where permanent exclusion is warranted in the reasonable opinion of the Grantee
then the Grantee shall with the prior approval of the Grantor purchase the
Easement Land or part or parts thereof at the then current market value to be
determined in the manner provided in clause 22 of this Deed.

10. The Grantee may take such measures as it reasonably thinks necessary for
the safety of persons or property on or about the Easement Land including
without limitation the right to erect signs and notices warning of any danger.

11. The Grantee shall have the right from time to time to do all such acts
and things as are reasonably necessary for the better enjoyment of the rights
granted by this Deed of Grant of Easement or consequential thereto.

12. In all cases where the consent or approval of the Grantor is required
under this Deed such consent or approval shall be deemed granted for the day to
day or other activities of the Grantee properly and reasonably required for the
carrying on of its electricity generation business from time to time and in the
event that the consent or approval is not deemed granted, such consent or
approval shall not be unreasonably withheld or granted upon unreasonable
conditions, or granted subject to the payment of money or other consideration.

13. The Grantee shall be entitled from time to time to apply for any resource
consents and any other statutory consents required for the purpose of the
exercise of any of the Grantee's rights under this Deed in the same manner as if
it were the registered proprietor of the Easement Land PROVIDED THAT it
shall at the time of making the relevant application forward a copy to the
Grantor AND the Grantor shall provide upon written request from the
Grantee, at the reasonable cost of the Grantee, a reasonable degree of support,
co-operation and/or assistance (including written submissions in support) in
respect of such application(s).

14. All structures, plant and equipment made or installed by the Grantee on
the Easement Land shall remain the property of the Grantee and may at any time
be removed by it PROVIDED THAT any substantial damage caused by such
removal shall immediately be remedied by the Grantee at its cost.

15. The Grantee shall use all reasonable endeavours to cause as little
disturbance and disruption to the carrying on of the normal business operations
of the Grantor although the Grantor accepts that this provision shall not
prevent, restrict or hinder the Grantee from carrying out its business in a
normal manner consistent with the rights granted to it in this Deed.

16. The Grantee shall not be required to fence any of the Easement Land
unless it is required as a condition of the Grantor's consent when granting any
consent hereunder where that condition would be reasonable.

17. The parties to this Deed accept and acknowledge that all improvements
connected with the use rights contained in this Deed shall remain in the
ownership of the Grantee until they are removed by the Grantee or upon this Deed
ceasing or being surrendered whereupon ownership shall vest and pass to the
Grantor except where such improvements are in the process of being removed by
the Grantee at the time of this Deed ceasing or being surrendered. The Grantee
shall not be entitled to any compensation or damages for any improvements to the
Easement Land effected by it.

18. The Grantor undertakes to give the Grantee not less than 6 months notice
of any intention to sell, lease or otherwise dispose of any part of the Easement
Land or carrying out or permitting any development or change of use thereof and
shall (before, or contemporaneously with, agreeing any contract or agreement for
any such sale, transfer or other disposal with a third party) consult with the
Grantee and procure that that third party enter into a Deed of Covenant pursuant
to clause 19 of this Deed.

19 (i) The Grantor agrees to procure a Deed of Covenant (in such form as the
Grantee may reasonably require) from any contemplated successor in title to any
or all of the Easement Land that that successor in title will be bound by the
terms of this Deed.

(ii) Until such time as any successor in title to the Easement Land executes
a deed of covenant in accordance with paragraph 19 (i), such successor in title
shall be deemed to be bound by the terms of this Deed.

20. The Grantor shall, whenever called upon by the Grantee and at the cost of
the Grantee, execute such further deeds and assurances such as registrable
Easements and/or Encumbrances at a nominal rent charge in perpetuity and arrange
for any titles to be produced if required by the Grantee as may be necessary to
give full and proper effect to the rights granted in favour of the Grantee
rising out of and from this Deed and to enable those rights to be registered
against any gazette notice or title which issues in respect of the Easement
Land.

21. The Grantee shall be entitled at any time to surrender at its own cost
all or any part of the easement interest granted to it pursuant to this Deed.
The Grantor shall execute any deed of surrender upon request by the Grantee
pursuant to clause 20 above.

22. For the purpose of clause 7 of this Deed the current market value of the
relevant land shall be determined by a registered valuer appointed by each party
and if they cannot agree to be determined by an umpire to be appointed by those
valuers prior to their entering into the determination of the matter.

23. The Grantee shall be entitled to transfer or assign its rights and
obligations under this Deed as to the whole or any parts of the Easement Land.
In any such case upon the assignee or transferee becoming liable under this Deed
or notifying the Grantor that it has assumed the relevant obligations of the
Grantee under this Deed, the provisions of this Deed shall cease to be binding
upon the assignor or transferor in respect of the relevant parts of the Easement
Land (or if applicable, the whole of the Easement Land) but without prejudice to
the assignor's or transferor's liability for any antecedent breach of covenant
under this Deed.

24. (i) In the event of any dispute arising between the parties in respect of
or in connection with this Agreement, the parties shall, without prejudice to
any other right or entitlement they may have under this Agreement or otherwise,
explore whether the dispute can be resolved by use of the alternative dispute
resolution technique of mediation. The rules governing such techniques shall be
agreed between the parties or as recommended by the New Zealand Law Society or
as selected by the Chairman of the New Zealand Chapter of LEADR (Lawyers Engaged
in Alternative Dispute Resolution).

(ii) In the event the dispute is not resolved within twenty eight days of
written notice by one party to the other of the dispute (or such further period
agreed in writing between the parties), either party may refer the dispute to
arbitration under the provisions of the Arbitration Act 1996 or any amendment or
re-enactment of it. The arbitrator shall be agreed between the parties within 10
days of written notice of the referral by the referring party to the other or
failing agreement appointed by the President of the New Zealand Law Society. In
either case, the arbitrator shall not be a person who has participated in any
informal dispute resolution procedure in respect of the dispute.

25. (i) All notices and communications under this Deed shall be deemed to
have been received when delivered personally, sent by prepaid post or by
facsimile to such address as either party shall notify to the other from time to
time.

(ii) All consents approvals or other matters of whatsoever kind or nature to
be given or received by the Grantor shall be given or received by the
Commissioner of Crown Lands and shall be given or received by him on behalf of
the Grantor and shall be binding and effectual upon the parties to this Deed.

26. The Grantor shall not at any time do permit or suffer to be done any act
whereby the rights powers licences and liberties granted to the Grantee may be
interfered with or affected in any way.

27. Except as otherwise specifically provided for in this Deed, where the
Grantor shall permit any third party to enter the Easement Land the Grantor
shall indemnify the Grantee against any action or claim by that third party
arising out of loss or injury suffered by that party by reason of any action or
claim by that third party arising out of loss or injury suffered by that party
by reason of any act or omission of the Grantee in the exercise of its rights
and privileges under this Deed PROVIDED THAT this indemnity shall be void
and of no effect in the case of negligence by the Grantee being the direct cause
of the loss or injury.

EXECUTED as a Deed

 

SIGNED for and on behalf of )
Her Majesty the Queen by the )
Commissioner of Crown Lands )
in the presence of: )
___________________________
COMMISSIONER OF CROWN LANDS

Witness Name:

Occupation:

Address:

 

SIGNED for and on behalf of )
[ ] )

_______________________ _______________________
Name of Director Signature of Director

_______________________ _______________________
Name of Director Signature of Director

SCHEDULE ONE

INTERPRETATION

For the purpose of the interpretation or construction of this Deed and the
Background recitals unless the context permits otherwise or a contrary intention
is express:

(a) "this Deed" means this Deed of Grant of Easement and includes any
Schedule and any annexure to this Deed;

(b) "Date of this Deed" means the date upon which this Deed was executed;

(c) a "person" shall include any individual, company, corporation, firm,
partnership, joint venture, association, organisation, trust, province,
territorial authority or agency of a province in each case whether or not having
separate legal personality;

(d) "writing" shall include words visibly represented or reproduced;

(e) words importing the masculine gender shall include the feminine or neuter
gender;

(f) words importing the singular shall include the plural and vice versa;

(g) references to clauses are references to clauses in this Deed and
references to parties and the Schedules are references to the parties and the
Schedules in this Deed unless expressly stated otherwise;

(h) any reference in this Deed to any statute or Rules is deemed to include
all amendments revisions substitutions or consolidations made from time to time
to that statute or Rules;

(i) derivations of defined terms have similar meanings; and

(j) headings shall be ignored.

SCHEDULE TWO

Plan of Operating Easement Land