Ngai Tahu Settlement

Doug Graham Treaty of Waitangi Negotiations

Attachment 14.12
LEASE TO BCL OF THE WAIMUMU SITE (NO.3 )

(Clause 14.22.3(c)(i))

MEMORANDUM OF LEASE

...Continued

11. NO FENCING

11.1 The Lessor shall be under no liability whatsoever whether under the
Fencing Act 1978 or otherwise to contribute towards the cost of erection or
repair of any boundary fences between the Land and any land owned or occupied by
the Lessor but nothing in this Lease shall be deemed to limit any liability
imposed by statute upon any present or future lessee of the Lessor of any
adjoining land.

12. STATUTORY REQUIREMENTS

12.1 The Lessee must comply with all statutes, Regional and District Plans,
bylaws, regulations and statutes which relate to the Land and Improvements or
which relate to the Lessee's use of the Land and Improvements and with all
conditions or requirements which may be given or required by any person having
any lawful authority and will, in particular, but without limitation:

(a) ensure that a warrant of fitness is obtained each year in respect of any
Improvements, if required under the Building Act 1991;

(b) comply with and observe at all times the terms and conditions of all
resource consents held in respect of the use of the Land and the requirements
imposed and otherwise arising under the Resource Management Act 1991; and

(c) ensure that proper and adequate health and safety procedures are adopted
in accordance with the Health and Safety in Employment Act 1992,

and will keep the Lessor indemnified in respect of any non-compliance by the
Lessees of all such Plans, bylaws, regulations, statutes and regulations.

12.2 The Lessee, having had the land which is the subject of the Lease
designated for broadcasting and telecommunications purposes will, on the final
expiry or sooner termination of the Lease, at its cost immediately advise the
local authority that the designation is withdrawn pursuant to Section 182 of the
Resource Management Act 1991.

13. ASSIGNMENT

13.1 The Lessee will not without the previous consent in writing of the
Lessor assign or transfer or sublease this Lease. Such consent shall not be
unreasonably or arbitrarily withheld or delayed without some good cause assigned
having regard to the solvency or respectability of the proposed assignee or
transferee or sublessee.

13.2 In the case of an assignment where the proposed assignee or transferee
is a company not listed by the New Zealand Stock Exchange or a person under
Clause 13.5 the Lessor may require the directors and/or the controlling
shareholders of such company to enter into a deed guaranteeing the performance
by that company of the terms of this Lessee, such guarantee to be in a form
acceptable to the Lessor and the costs incurred by the Lessor in the preparation
and execution of such guarantee shall be paid by the Lessee.

13.3 This clause 13 also applies to any assignment or subletting of the
interest of the Lessee by any assignee of a bankrupt Lessee or any liquidator or
receiver of a Lessee that is a company.

13.4 For the purposes of Clause 13.1 any proposed change in the shareholding
of the Lessee or any amalgamation under Section 209 of the Companies Act 1955 or
Section 219 of the Companies Act 1993 altering the effective control of the
Lessee shall be a deemed assignment of this Lease and will require the consent
of the Lessor unless:

(a) such deemed assignment involves a change of effective control to any of
the entities mentioned in Clause 13.5; or

(b) such deemed assignment involves a change in the shareholding or an
amalgamation under the Companies Act 1955 or Companies Act 1993 where Her
Majesty the Queen will remain the beneficial owner of all the shares in the
Lessee.

13.5 In the case of the Lessee wishing to assign this Lease to any person or
entity then the following shall apply:

(a) The Lessee shall not assign this Lease without first offering the Land by
way of surrender of this Lease to the Lessor by notice in writing specifying the
price and terms on which the Lessee proposes to make that surrender.

(b) The Lessor will give the Lessee notice that it accepts or declines such
offer within 20 business days of receipt of it.

(c) If the Lessor shall have declined any offer to surrender this Lease, then
the Lessee shall not offer or agree to assign this Lease to any other person at
a lower price or on terms more favourable to the assignee than the price and
terms offered to the Lessor in relation to the proposed surrender of the Lease,
without first reoffering to surrender the Lease to the Lessor, at such lower
price or on such more favourable terms and otherwise in accordance with clauses
13.5(a) and 13.5(b) (but the time period will be 10 business days instead of 20
business days).

(d) In the event of the Lessor not accepting any such offer, the Lessee may,
assign this Lease, at a price and on terms no more favourable to the assignee
than the price and terms on which the Lessee offered to surrender this Lease to
the Lessor as set out above. Clauses 13.1 to 13.4 shall apply to that
assignment.

13.6 Where any assignment or transfer of this Lease is consented to by the
Lessor, the Lessor may require the execution by the assignee or transferee of a
deed of covenant with the Lessor, prepared by the Lessor at the Lessee's
expense, that the assignee or transferee will be bound by and perform the
covenants in this Lease to be observed and performed by the Lessee but the
execution of such covenant shall not release the Lessee from the Lessee's
obligations under this Lease.

14. LESSEE"S ACKNOWLEDGMENT OF RISK

The Lessee agrees to occupy and use the Land and any Improvements at the
Lessee's risk and releases to the full extent permitted by law the Lessor its
employees and agents from all claims and demands of any kind and from all
liability which in the absence of any negligence on its or their part may arise
in respect of any damage or injury occurring to any person or property in or
about the Land and any Improvements except where the Lessor is at fault or
negligent through its own acts or omissions.

15. INDEMNITY BY LESSEE

The Lessee will indemnify and hold harmless the Lessor from and against all
actions, claims, demands, losses, damages, costs and expenses arising from the
Lessee's use of the Land.

16. QUIET ENJOYMENT

Provided the Lessee performs and observes the covenants, provisos, conditions
and agreements contained in this Lease, the Lessee shall peaceably hold and
enjoy the Land without hindrance or interruption by the Lessor or by any person
or persons claiming under the Lessor, until the expiration or sooner
determination of this Lease.

17. REGISTRATION

17.1 The Lessor shall register this Lease under the provisions of the Land
Transfer Act 1952.

17.2 The Lessee will be responsible for registration and other costs incurred
in obtaining registration of this Lease.

18. IMPROVEMENTS DURING LEASE

18.1 Throughout the term of this Lease and on any renewal any Improvements
installed or erected on the Land shall be deemed to remain in the ownership of
the Lessee, unless the Lessor and the Lessee otherwise agree in writing.

18.2 Throughout the term of this Lease and during the renewal term the Lessee
shall have the right to alter, construct, replace or remove any Improvements
without the need to obtain the Lessor's consent providing all obligations
required of the Lessee under this Lease relevant to Improvements are satisfied
and the Lessee advises the Lessor promptly in writing of any such alterations,
constructions or replacement of Improvements as a matter of record.

19. IMPROVEMENTS ON TERMINATION OF LEASE

19.1 On termination of this Lease (whether by expiry of time or otherwise)
the Lessee shall remove all Improvements within 60 business days of such
termination and make good all damage caused to the Land in effecting such
removal.

19.2 If the Lessee does not remove the Improvements within the timeframe
specified in clause 19.1, then the Improvements remaining on the Land shall
become the property of the Lessor without any compensation or other payment
whatsoever to the Lessee and the Lessee shall fully indemnify the Lessor for the
costs of and incidental for, at the Lessor's election, removing the Improvements
and for restoring the Land to the same condition as it was at the Commencement
Date.

20. INSURANCE, DESTRUCTION AND REDEVELOPMENT

20.1 The Lessee shall be entitled to carry out repairs, demolition,
relocation, additions, reinstatement or redevelopment to any Improvements on the
Land in the event of total or partial destruction or in the event of the Lessee
wishing to alter, construct, replace or remove any Improvements on the Land,
provided the following conditions are or will be satisfied:

(a) any alteration, construction, replacement or removal shall fully comply
with Regional and District Plans and all statutory and regulatory requirements
in force at the time; and

(b) the Lessee is able to obtain all resource and building consents necessary
to carry out any works programme;

and upon satisfaction of such conditions the Lessee shall alter, construct,
replace or remove any Improvements or such part of Improvements requiring such
work in accordance with the conditions set out above.

20.2 In the event that the Lessee is prevented or unable to reinstate or
rebuild in the event of total or partial destruction it may (and at the request
of the Lessor shall) forthwith demolish the Improvements and clear and restore
the Land.

21. NOTICES

21.1 All notices including requests, demands and other communications under
this Lease, to be given by a party to any other party may be given by personal
delivery or sent by an accepted means of electronic transmission to the other
party. Any notices shall be deemed given when personally delivered or if sent by
electronic transmission in the manner set out above shall be deemed given on the
first business day following the day of sending of the electronic transmission.

21.2 Any notice shall be in writing addressed to the party to whom it is to
be sent at the address or facsimile number from time to time designated by that
party in writing to any other party. Until any other designation is given, the
address and facsimile number of each party shall be those set out in the
Reference Schedule.

21.3 It shall be the obligation of each party to advise the other in writing
of any change in the particulars set in the Reference Schedule and any failure
to advise such change shall not invalidate any notice, request, demand or other
communication if given to the former designation by the party not in default.

22. DEFAULT BY LESSEE

22.1 If at any time:

(a) the annual rent is in arrears for 15 business days after the Lessor gives
written notice to the Lessee specifying that breach; or

(b) any other material breach of this Lease remains unremedied for 30
business days after the Lessor gives written notice to the Lessee specifying
that breach; or

(c) the Lessee (if an individual) is declared bankrupt or insolvent according
to law; or

(d) any assignment is made of the Lessee's property for the benefit of
creditors or if the Lessee compounds with the Lessee's creditors; or

(e) the interests of the Lessee in or under this Lease or in the Improvements
and/or the Land are attached or taken in execution or under any legal process;
or

(f) the Lessee (if a company) has a resolution passed or an order is made by
a court for the winding up of the Lessee (except for the purposes of
reconstruction approved by the Lessor, not to be unreasonably or arbitrarily
withheld) or if the Lessee is placed in receivership or under official or
statutory management; or

(g) a notice of intention to remove from the register the Lessee (if a
company) under section 294 of the Companies Act 1955 or under section 319 of the
Companies Act 1993 is issued,

the Lessor may:

(h) immediately or on expiry of any specified notice period (as the case may
be) and without any notice or demand where no notice is required to re-enter
(forcibly if necessary) the Land and Improvements or any part of the Land and
Improvements;

(i) by such action determine the Lessee's estate and interest in the Land;
and

(j) expel and remove the Lessee and the effects of the Lessee and those
claiming under the Lessee without being guilty of any manner of trespass or
conversion.

Upon such event this Lease shall cease and determine but without releasing
the Lessee from liability in respect of any breach of this Lease.

22.2 The Lessor reserves to itself the right to sue for recovery of any cost,
expense, loss or liability imposed on the Lessor or incurred by the Lessor and
to otherwise seek damages arising out of or from a breach of any obligation
required of the Lessee expressed or implied under this Lease and to otherwise
take whatever other lawful measures that are available to the Lessor at law in
enforcing the covenants, agreements and obligations of the Lessee arising out of
and from this Lease.

23. DISPUTE RESOLUTION

23.1 Any dispute or difference which may arise between the parties concerning
the interpretation of this Lease or relating to any other matter arising under
this Lease will be actively and in good faith negotiated by the parties with a
view to a speedy resolution of such differences.

23.2 If the parties cannot resolve a dispute or difference within 15 business
days of any dispute or difference arising then, unless otherwise expressly
provided in this Lease, they will without prejudice to any other right, explore
whether such dispute or difference can be resolved by agreement between them
using informal dispute resolution techniques such as mediation. The rules
governing such technique, if adopted, will be agreed between the parties or as
selected by the organisation known as "LEADR" (Lawyers Engaged in Alternative
Dispute Resolution).

23.3 If the parties cannot agree on any dispute resolution technique within a
further 15 business days of any dispute or difference being considered for
referral by both parties to any informal dispute resolution technique under
Clause 23.2 then the dispute or difference shall be settled by reference to
arbitration. Except as otherwise expressly provided in this Lease the reference
shall be to a single arbitrator if one can be agreed upon, or to two arbitrators
(one to be appointed by each party) and their umpire (appointed by them prior to
their arbitration), such arbitration to be carried out in accordance with the
Arbitration Act 1996.

23.4 The parties will co-operate to ensure the expeditious conduct of any
arbitration. In particular, each party will comply with any reasonable time
limits sought by the other for settling terms of reference, interlocutory
matters and generally all steps preliminary and incidental to the hearing and
determination of the proceedings.

24. COSTS

24.1 Each party shall pay their own solicitor's cost for the preparation,
negotiation and finalisation of this Lease. The Lessee shall, however, pay the
Lessor's costs for preparing and finalising any deed of renewal or variation of
this Lease.

24.2 Subject to Clause 17.2 the Lessee shall be responsible for payment of
all registration fees including agency charges imposed and all government tax
duty or imposts at any time payable on this Lease or any renewal or variation to
this Lease.

24.3 The Lessee shall pay for all costs, charges and expenses for which the
Lessor shall become liable in consequence of or in connection with any breach or
default by the Lessee in the performance or observance of any of the terms,
covenants and conditions of this Lease.

25. LESSOR"S RIGHT TO INSPECT AND DISPLAY SIGNS

25.1 The Lessor will have the right to inspect the Land no more than two
times each year during the term and, if applicable, the renewal term with
valuers or other experts and consultants provided such inspections are carried
out in accordance with the Lessee's reasonable security, health and safety
requirements and where prior written notice has been given to the Lessee and the
Lessee shall have the right to change any suggested time to a mutually
convenient time and, if the Lessee desires, escort the Lessor and those persons
lawfully inspecting, for the duration of any such inspection.

25.2 The Lessee will at all reasonable times permit the Lessor to exhibit the
Land to prospective tenants or purchasers and will during the period of this
Lease allow the Lessor to affix to the Land and the Improvements appropriate
sale or reletting notices.

26. LESSOR"S ACCESS AND FARMING OPERATIONS

26.1 During the term of this Lease and the renewal term the Lessee shall keep
and maintain the Road Area in good repair and condition. On the termination or
sooner determination of this Lease the Lessee shall yield up the Road Area in at
least the same state of repair and condition that it was in as at the
Commencement Date.

26.2 The Lessee acknowledges that notwithstanding any other provision in this
Lease, during the term of this Lease and, if applicable, the renewal term the
Lessor shall have:

(a) the right of ingress and egress over the Road Area for usual farming
purposes; and

(b) the right to graze its stock on the Land and carry out usual farming
operations on the Land provided that such use does not interfere with the
Permitted Use. This shall not, however, diminish the Lessee's right to insist on
exclusive use of the Land at any time and to separate the Land from the Lessor's
adjoining land by constructing a stockproof fence at the Lessee's cost.

LEASE OF FREEHOLD Correct for the purposes
of the Land Transfer Act
1952

 

Solicitor for the Lessee

 

[ ]

Lessor

 

Broadcast Communications Limited

Lessee

 

 

 

 

 

Particulars entered in the
Register on the date and at the
time
recorded below

__________________________________
District Land Registrar Assistant
of
the South Auckland
Land Registry


ATTACHMENT 14.13
PURAKAUNUI BLOCK INCORPORATION DEED OF
COVENANT FOR EASEMENTS OVER THE ROAD SITE

(Clause 14.26.3)

Date:

PARTIES

(1) PURAKAUNUI BLOCK INCORPORATION (the Recipient)

(2) HER MAJESTY THE QUEEN in right of New Zealand (the Crown)

BACKGROUND

A. Pursuant to a Deed of Settlement dated 21 November 1997 between the Crown
and Te Runanga, the Crown agreed to vest the Road Site in the Recipient, subject
to certain terms and conditions specified in the Deed of Settlement.

B. As required by clause 20.10 of the Deed of Settlement, the Recipient
covenants with the Crown as set out in this Deed.

NOW THE RECIPIENT AGREES with the Crown as follows:

1 INTERPRETATION

1.1 In this Deed, unless the context requires otherwise:

Deed of Settlement means the deed referred to in Recital A;

the Purakaunui Block Incorporation means the Proprietors of Purakanui
Block, being an incorporation of owners of land incorporated under section 29 of
the Maori Affairs Amendment Act 1967;

the Property means the land described as South Island Native Land Court
District called or known as Purakaunui Subdivision 69 of Section 50, Block IV,
North Harbour and Blueskin District;

the Road Site means the land described as Otago Land District,
Dunedin City, an undefined area being road adjoining Purakaunui Sections 69, 79
and 80 situated in Block IV North Harbour and Blueskin Survey District. Subject
to survey as shown on Allocation Plan A224 (SO 24702); and

Te Runanga means Te Runanga o Ngai Tahu.

1.2 Terms defined in the Deed of Settlement have the same meanings in this
Deed, unless the context requires otherwise.

1.3 The rules of interpretation set out in clause 1.3 of the Deed of
Settlement apply in the interpretation of this Deed.

2 RECIPIENT"S COVENANT

2.1 The Recipient covenants with the Crown that the Recipient will observe
and perform its obligations under clause 14.26.3 of the Deed of Settlement and
will be bound by the terms of the Deed of Settlement in so far as they relate to
the Property as if the Recipient had executed the Deed of Settlement.

2.2 Without limiting paragraph 2.1 of this Deed, the Recipient covenants with
the Crown that the Recipient will duly execute the easement to maintain
vehicular and other access over the Road Site to the Property in the form set
out in Attachment 14.15 of the Deed of Settlement, or in such
other form as agreed by the Purakaunui Block Incorporation and the trustees of
the Property, and present that easement for registration at the Land
Titles Office within 50 Business Days of the Settlement Date.

3 NOTICES

Any notice to the Recipient may be given in the same manner as is specified
in the Deed of Settlement. The Recipient's address for notices is: [Details
to come]

EXECUTED as a deed on the date first written above.

SIGNED for and on behalf of )
HER MAJESTY THE QUEEN )
in right of New Zealand by )
[ ] ) ____________________________
in the presence of: ) [ ]

Witness:

Signature

Occupation

Address

SIGNED by the )
PURAKAUNUI BLOCK INCORPORATION)
by: )

[Details of execution provisions to come.]


ATTACHMENT 14.14
EASEMENT OVER THE ROAD SITE

(Clause 14.26.3)

MEMORANDUM OF TRANSFER GRANTING RIGHT OF WAY

Recitals

A. The Purakaunui Block Incorporation, of Christchurch (the Grantor)
is registered as proprietor of an estate in fee simple in all that parcel of
land described as Otago Land District, Dunedin City, an undefined area being
road adjoining Purakaunui Sections 69, 79 and 80 situated in Block IV North
Harbour and Blueskin Survey District. Subject to survey as shown on
Allocation Plan A224 (SO 24702) (the Servient Land).

B. [Names, address" and occupations of persons to whom the easement is to
be granted in favour of to come]
(the Grantee) are the trustees of
the land described as South Island Native Land Court District called or known as
Purakaunui Subdivision 69 of Section 50, Block IV, North Harbour and Blueskin
District (the Dominant Land).

1 Grant Of Easement

In consideration of the terms of the vesting of the Servient Land in the
Grantor by the Crown pursuant to the Ngai Tahu Deed of Settlement, the Grantor
transfers and grants to the Grantee, to be connected to the Dominant Land for
all time, the full, free, uninterrupted, and unrestricted right, liberty, and
privilege for the Grantee, the Grantee's servants, tenants, agents, workers,
licensees and invitees (in common with the Grantor, the Grantor's tenants, and
any other person lawfully entitled so to do) from time to time and at all times
by day and by night to go, pass and repass, with or without horses and domestic
animals of any kind and with or without carriages, vehicles, motor vehicles,
machinery, and implements of any kind, over and along that part of the Servient
Land marked ["A"] on the plan deposited in the [To come] Land Titles
Office under No. [To come] for all purposes connected with the use and
enjoyment of the Dominant Land, but not for any other purpose.

2 Covenants

The Grantor and the Grantee agree as follows:

2.1 No power is implied for the Grantor to determine this right of way for
any breach of covenant or condition (express or implied) or for any other cause
whatever. It is the intention of the parties that this right of way shall
subsist forever or until it is duly surrendered.

2.2 All arising between the parties concerning the interpretation of this
grant, or the rights and obligations of the parties, shall be referred to
arbitration in accordance with the Arbitration Act 1996 and the substantive laws
of New Zealand. The arbitration shall be conducted by a sole arbitrator to be
agreed upon by the parties or, failing agreement, to be appointed by the then
President of the New Zealand Law Society. The award in the arbitration shall be
final and binding on the parties.

Dated the     day of     1997

Execution provisions to come]


ATTACHMENT 14.15
MANAGEMENT PROCEDURES AND AIMS FOR THE
TAIAROA HEAD SITES

(Clauses 14.27.14(i) and 14.27.14(k))

1. The vesting of the Taiaroa Head Site (No. 1) and the Taiaroa Head Site
(No. 2) and the administration of the Taiaroa Head Sites by the Joint Management
Body for the purposes of a Nature Reserve, shall be subject to the following
conditions and restrictions upon the sites:

(a) the protection and enhancement of the native wildlife and their habitats;

(b) the protection and enhancement of the scenic qualities, ecological
associations and other features of the natural environment;

(c) the protection and conservation of wahi tapu, wahi taonga, traditional,
archaeological and other historic sites (or places);

(d) the recognition of the needs of shipping control services required for
the safe operation of Otago Harbour;

(e) provision for public appreciation and understanding of the wildlife at
Taiaroa Head, and of the need for habitat protection, by way of viewing
facilities and interpretative services;

(f) the recognition of the mana of Ngai Tahu and in particular the
descendants of Korako Karetai, including provision for the creation of physical
markers on the land; and

(g) provision for public recreation to the extent and in locations that it is
not inconsistent with other aims.