Ngai Tahu Settlement

ATTACHMENT 10.10
GRAZING LICENCE OVER
MARAROA VALLEY AREA
AND HOME HILL AREA
(Clause 10.8)

Date:

BETWEEN

(1) HER MAJESTY THE QUEEN in right of New Zealand acting
by and through the Minister of Conservation (the Grantor)

(2) TE RUNANGA O NGAI TAHU (the
Licensee)

BACKGROUND

A The Licensee and the Grantor are parties to a Deed of
Settlement dated [ ] 1997.

B Pursuant to that Deed, the Grantor agreed to transfer to the
Licensee certain land, including the Land, and the Licensee agreed to grant a
lease of certain land, including the Land, to the Grantor.

C The Grantor and the Licensee have agreed that the Licensee
may use the Land for grazing purposes for a period of 9 years, subject to the
terms of this Licence.

D This Licence is issued pursuant to section [ ] of the Ngai
Tahu Claims Settlement Act 1997 and is a concession for the purposes of the
Act.

NOW THEREFORE the parties
agree:

1 DEFINITIONS AND INTERPRETATION

1.1 In this Licence, unless the context otherwise
requires:

Act means the Conservation Act
1987;

Crown means Her Majesty the Queen
in right of New Zealand;

Expert means the party engaged by
the Grantor with the approval of the Licensee to undertake the ecological
monitoring procedure referred to in clause 9, being Lincoln
University;

Land means [description of
Mararoa Valley Area and Home Hill Area to be inserted];

Licence Fee means an annual fee of
$1.00 per annum, including GST;

Minister means the Minister of
Conservation;

Licensed Activity means grazing of
cattle and sheep in accordance with this Licence, and does not include
topdressing, burning, sowing seed, carrying out earthworks or removing gravel or
rocks;

Plan means Conservation Management
Plan (as defined in the Act);

Station Areas has the meaning given
to it in the Deed of Settlement referred to in Recital A;

Strategy means Conservation
Management Strategy (as defined in the Act).

1.2 In the interpretation of this Licence, unless the context
otherwise requires:

1.2.1 headings appear as a matter of convenience and are not to
affect the interpretation of this Licence;

1.2.2 the singular includes the plural and vice versa, and
words importing one gender include the other genders;

1.2.3 a reference to an enactment or any regulations is a
reference to that enactment or those regulations as amended, or to any enactment
or regulations substituted for that enactment or those regulations but this
provision shall be read subject to clause 1.3;

1.2.4 a reference to a party to this Licence or any other
document or agreement includes that party's successors, heirs, executors and
assigns; and

1.2.5 a reference to the Licensee includes any receiver,
liquidator, statutory manager or assignee in bankruptcy of the Licensee. Where
there is more than one Licensee, this Licence binds them both jointly and
severally.

1.3 The parties agree that the rule of interpretation referred
to in clause 1.2.3 is intended only to facilitate interpretation of this
Licence in circumstances where legislative changes make statutory references in
this Licence obsolete. It is not intended to indicate, and should not be
interpreted as indicating, any consent by the Licensee to, or acquiescence by
the Licensee in, the introduction to Parliament by the Crown of any proposed
statutory amendment which would adversely affect the redress provided by the
Crown pursuant to the Deed of Settlement referred to in Recital A or the
ability of either party to fulfil its obligations expressed in this Licence or
in that Deed of Settlement.

2 GRANT OF LICENCE

The Grantor grants to the Licensee a licence under the Act to
graze sheep and cattle on the Land, and the Licensee takes on such licence, for
a term of 9 years commencing on the date of this Licence, in consideration for
the payment by the Licensee of the Licence Fee and otherwise on the terms and
conditions set out in this Licence.

3 LICENCE FEE

The Licensee shall pay the Licence Fee to the Grantor on demand
by the Grantor.

4 OTHER CHARGES

The Licensee shall pay all rates and other local authority
charges which may be charged, levied or reasonably assessed, or which become
payable in relation to the Land or the Licensee's occupation or activity on the
Land.

5 LICENSED ACTIVITY

The Licensee shall not use the Land for any purpose other than
the Licensed Activity and shall conduct the Licensed Activity in accordance with
good farm management practices.

6 COMPLIANCE WITH STATUTES

The Licensee shall comply with all statutes, ordinances,
regulations, by-laws or other enactments affecting or relating to the Licensed
Activity on the Land.

7 LAND MANAGEMENT

7.1 The Licensee shall act in accordance with every relevant
Strategy and Plan which relates to the Land for the time being in force,
including any amendments to the Strategy or Plan, whether the Strategy or Plan
or amendment was approved before, on or after the date on which the Licence
became effective. Any material breach or contravention by the Licensee of any
relevant Strategy or Plan, or both shall be deemed to be a breach of this
Licence.

7.2 The Licensee is permitted to graze only the animals of the
following type and not exceeding the following number and for the following
periods:

7.2.1 Home Hill: up to 850 wethers January to April
(inclusive);

7.2.2 Mararoa (valley floor and east side): 350 cows
plus any calves at foot, year round;

7.2.3 Mararoa (Trench Burn Sugarloaf and Pond Burn):
2,000 wethers January to April (inclusive); and

7.2.4 Slyburn Face: 1,000 wethers August to October and
500 ewes February to April (inclusive).

7.3 The Licensee shall not break up or crop any part of the
Land.

7.4 The Licensee shall comply with any applicable laws relating
to the control of pests and weeds on the Land to which the Licensee is subject,
but shall not be obliged to undertake any pest control or weed control
activities which are obligations of the Grantor under the relevant
law.

7.5 The Licensee shall undertake farm management practices
which involve the taking of full and proper precautions to safeguard the Land
against fire caused by the Licensee or its employees or agents or arising from
the carrying on of the Licensed Activity on the Land. If the Licensee becomes
aware of a fire burning on the Land, it will notify the Grantor as soon as it is
practical to do so. The Licensee will provide all reasonable assistance to the
Grantor to control any fires that may be burning on the Land.

7.6 The Licensee shall avoid stock management practices that
are likely to result in stock straying outside the Land.

8 STRUCTURES AND CONSERVATION AREA
ALTERATIONS

8.1 The Licensee shall not erect or bring onto the Land any
structure or fence, install any facility, nor alter the Land in any way without
the prior written consent of the Grantor.

8.2 The Grantor shall not be called upon at any time to
contribute to the costs of any boundary fencing between the Land and any
adjoining land of the Licensee during the term of this Licence.

8.3 The Licensee shall have the right to exclusive use of any
musterers  huts on the Land during the term of this Licence but neither the
Grantor nor the Licensee shall have any obligation to maintain such musterers 
huts.

8.4 Nothing in this Licence affects the rights of the public to
use any tramping huts on the Land or the rights of the Grantor to maintain,
repair, extend or replace such huts.

8.5 On expiry or earlier termination of this Licence either as
to the whole or any part of the Land, the Licensee shall not be entitled to
compensation for any improvements (including pasture) and any structures
remaining on the Land shall become the property of the Grantor and be at the
risk of the Grantor in all respects. The Licensee may remove any musterers  huts
on the Land at the expiry or early termination of this Licence.

9 ECOLOGICAL MONITORING AND EVALUATION

9.1 For the purposes of this clause ecological monitoring
procedure means the ecological monitoring procedure specified in the
Schedule.

9.2 The Grantor shall prior to the first anniversary of the
commencement of the Licence cause the ecological monitoring procedure to be
undertaken on the Land by the Expert so that the Expert can make a baseline
measurement of the ecological features referred to in the
Schedule.

9.3 The Grantor shall on the third and sixth anniversary after
the commencement of this Licence and on its termination or sooner determination
cause the ecological monitoring procedure to be undertaken again on the Land by
the Expert so that the Expert can re-measure the ecological features referred to
in the Schedule and make an assessment of the causes of any changes to
those ecological features.

9.4 The parties agree that if these measurements reveal a
material deterioration in any of the ecological features referred to in the
Schedule and that the Licensed Activity is a material cause of that
deterioration then they shall:

9.4.1 review the type and number of animals specified in
clause 7.2;

9.4.2 reduce the area of land to which this Licence
applies;

9.4.3 take both of the steps referred to in clause 9.4.1
and clause 9.4.2;

9.4.4 review the ecological monitoring procedure for the
remaining period of this Licence; or

9.4.5 terminate this Licence.

9.5 In the event that the parties fail to agree whether or not
a material deterioration of any of the ecological features referred to in the
Schedule has occurred or whether the Licensed Activity was a material
cause of that deterioration or fail to agree on the steps to be taken under
clause 9.4 the Minister shall make the decision. The Minister shall
before making a decision give the Licensee a reasonable opportunity to make a
submission to the Minister and if the Licensee makes such a submission the
Minister shall consider it and take it into account in making his or her
decision and shall also take into account the other causes of the deterioration.
The Minister's decision shall be final and not subject to clause
17.

10 SAFETY

10.1 The Licensee shall undertake the Licensed Activity in a
safe and reliable manner.

10.2 The Licensee shall notify the Grantor if it becomes aware
of any natural events or activities on the Land or in the surrounding area which
the Licensee reasonably believes may endanger the public or the environment as
soon as it is reasonably practical to do so.

11 ASSIGNMENT

11.1 The Licensee shall not transfer, sublicense, assign,
mortgage, or otherwise dispose of the Licensee's interest under this Licence or
any part thereof without the prior written consent of the Grantor. However, such
consent shall not be withheld if the Licensee proposes to transfer this Licence
to any person to whom it is to transfer its interest in the Station Areas and
such person is solvent and reasonably capable of performing its obligations
under this Licence.

11.2 If the Grantor gives consent under this clause, the
Licensee shall procure from the transferee, sublicensee or assignee a covenant
to be bound by the conditions of this Licence (including this clause
11)). Upon any assignment or transfer taking effect, the Licensee shall be
released from its obligations under this Licence, except any liability for a
breach which occurred prior to the date of the assignment.

11.3 The Grantor may, as a condition of giving its consent
under clause 11.1, require that the assignee covenant to take out and
keep current a policy of public risk insurance applicable to the Land and the
Licensed Activity for such amount as the Grantor may from time to time
reasonably require.

12 TERMINATION

12.1 The Grantor may terminate this Licence:

12.1.1 by notice in writing to the Licensee in accordance with
clause 9;

12.1.2 by 90 days notice in writing to the Licensee
if:

(a) the Licence Fee or any other money payable to the Grantor
under this Licence is in arrears and unpaid for 28 days after any of the days
appointed for payment; or

(b) the Licensee breaches any terms of this Licence, the
Grantor has notified the Licensee in writing of the breach and the Licensee does
not rectify the breach within 90 days of receiving notification; or

12.1.3 by 14 days notice in writing to the Licensee
if:

(a) the Licensee fully ceases to conduct the Licensed Activity;
or

(b) the Licensee is convicted of an offence under the Act, or
any of the statutes listed in the First Schedule to the Act, in relation to its
activities on the Land and the Station Areas.

12.2 If the Grantor terminates this Licence under this
clause 12, all rights of the Licensee shall absolutely cease but
the Licensee shall not be released from any liability to pay the Licence Fee or
other money payable by the Licensee up to the date of termination or for any
breach of any term up to the date of termination.

12.3 The Grantor may exercise its right under this clause to
terminate this Licence notwithstanding any prior waiver or failure to take
action by the Grantor or any indulgence granted by the Grantor for any matter or
default.

12.4 If the Licensee wishes to surrender this Licence during
the currency of the term, such surrender may be accepted by the Grantor on such
conditions as the Grantor may deem appropriate.

12.5 Nothing in clause 12.4 applies to any termination
of this Licence in accordance with clause 9.

13 POWERS, RIGHTS AND AUTHORITIES

All powers, rights and authorities of the Grantor under this
Licence and any notice required to be given by the Grantor may be exercised and
given by the Director-General of Conservation or any officer, servant, employee
or agent of the Director-General of Conservation.

14 NOTICES

14.1 All notices under this Licence shall be in writing. They
shall be delivered personally or, by pre-paid post or by facsimile addressed to
the receiving party at the address or facsimile number set out in clause
14.2. A notice given in accordance with this clause shall be deemed to have
been received:

14.1.1 in the case of personal delivery, on the date of
delivery;

14.1.2 in the case of a letter, on the third working day after
posting; or

14.1.3 in the case of facsimile, on the date of
dispatch.

14.2 The addresses for service of notice are:

14.2.1 Grantor: Regional Conservator Otago
PO Box
5244
DUNEDIN

Facsimile: (03) 477 8626

14.2.2 Licensee: Te Runanga o Ngai Tahu

15 COSTS

15.1 The Licensee shall pay the costs of the Grantor in
enforcing or attempting to enforce its rights and powers under this Licence if
the Licensee is in default.

15.2 The Licensee shall pay all costs reasonably incurred by
the Grantor incidental to any application for consent or approval necessary in
terms of this Licence whether or not such consent is granted.

16 PUBLIC ACCESS

16.1 The public shall at all times have free access on foot
across, onto and through all parts of the Land.

16.2 Nothing contained or implied in this Licence confers on
the Licensee exclusive possession or exclusive rights to or over any part of the
Land, but nothing in this clause derogates from any rights that Te Runanga o
Ngai Tahu may have as holder of freehold title to the Land or under the Deed of
Settlement referred to in Recital A.

16.3 The right is reserved for agents or servants of the
Grantor to enter upon the Land at any time for the purpose of inspecting the
Land.

17 DISPUTE RESOLUTION AND ARBITRATION

17.1 If any dispute arises between the parties in connection
with this Licence, the parties shall without prejudice to any other rights they
may have under this Licence, attempt to resolve the dispute by negotiation or
other informal dispute resolution techniques agreed by the parties.

17.2 If the parties are unable to resolve the dispute by
negotiation or other informal means within 21 days of written notice by one
party to the other of the dispute (or such further period as the parties agree
in writing) either party may refer the dispute to arbitration in accordance with
the Arbitration Act 1996.

17.3 This clause does not apply to clause 9.

EXECUTED on the date first written
above.

[Execution provisions to come]

SCHEDULE

ECOLOGICAL MONITORING PROCEDURE

1 Two level
monitoring

Monitoring will be carried out at two levels:

  Broad scale monitoring of the three main dominant tussock
grassland communities

  Site specific monitoring of vulnerable ecosystems with high
conservation value.

2 Home Hill

This will be monitored by way of aerial photography of the
upper north-eastern faces, to show changes in shrub regeneration.

3 Mararoa Valley

3.1 Tussock grassland communities

(a) Red tussock grasslands

Two sites are to be monitored; one in the valley bottom near
the southern boundary and one on the triangular terrace north of the Mararoa and
Pond Burn confluence.

Sites will be stratified to reflect significant environmental
gradients (e.g. fertility status, elevation).

Transects at each site will measure density and size of
tussocks (numbers, basal diameter and stature) and cover classes. If possible,
transects will encompass threatened species (e.g. Deschampsia caespitosa
and Ranunculus ternatifolius) and include population counts of those
species.

(b) Narrow-leaved tussock grasslands

Two sites are to be monitored; one on the lower slopes of the
main Mararoa Valley and one in the mid to lower reaches of the Trench Burn. The
Trench Burn site will sample the sunny and shady aspects of the
valley.

Transects at each site will measure density and size of
tussocks (numbers, basal diameter and stature) and cover classes.

(c) Hard tussock grasslands

Two sites are to be monitored, one typical valley-bottom
alluvial site and one site on the triangular terrace north of the Mararoa and
Pond Burn confluence (same site as for red tussock monitoring).

Transects at each site will measure density and size (stature
only) and cover classes.

3.2 Vulnerable ecosystems

(a) Turfs of flood channels, lake edges, ox-bows, and cutoff
meanders

Two sites are to be monitored; turfs adjoining stable stream
channels on valley bottom above gorge and lake edge turfs adjoining the lower
lake in the Pond Burn.

Photographic points along transects located parallel to stream
lake edges will be used to record physical impacts of cattle.

(b) Kettleholes

One site will be monitored on a moraine terrace on the true
right of the valley.

Monitoring will use photographic points along transects located
parallel to kettlehole margins to record physical impacts of cattle (as for
turfs above).

(c) Flushes/seeps

Two sites will be monitored; one large high fertility flush
along lower valley side (true right) and one moderate-low fertility seep on
north side of large moraine terrace (true right).

Monitoring of flush will involve photo points along 2-3
transects to record physical impacts of cattle. Monitoring of seep will use a
photographic transect spanning the continuum down the hillslope.

(d) Cushion/string bogs

At least one site will be monitored; this is located on a bench
above the true left of the Pond Burn. A second site could be considered on the
true left of the Mararoa, south of the Trench Burn.

Monitoring by photo points along transects will be used to
record physical impacts of cattle.

(e) Aquatic vegetation

This vegetation type will not be monitored except as an
incidental part of monitoring associated with other wetland
vegetation.

(f) Beech forest margins

Two closely related sites will be monitored; both are located
on the true left of the upper Mararoa Valley within 50 metres of each other. One
site is an obvious stock camp, the other has evidence of good beech
regeneration.

Monitoring will measure beech regeneration on a continuum from
the forest margin to some distance up slope.

(g) Shrublands

This vegetation type will not be monitored.

3.3 Vehicle impacts

Two sites will be monitored; one site is on the crest of the
moraine terrace on the true right of the Mararoa Valley and a second site is on
the north end of the same terrace where vehicle tracks traverse slopes near the
seep monitoring site.

Monitoring will be by oblique photography to record physical
impacts of vehicles.