Ngai Tahu Settlement

ATTACHMENT 10.17
CO-OPERATION AGREEMENT

(Clause 10.10)

Date:

BETWEEN

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

(2) TE RUNANGA O NGAI TAHU (Te
Runanga)

BACKGROUND

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

B Pursuant to that Deed:

(i) the Crown transferred the Station Areas, the Leaseback
Conservation Areas and the Gift Areas to Te Runanga;

(ii) Te Runanga gifted the Gift Areas to the Crown;

(iii) Te Runanga leased the Leaseback Conservation Areas to the
Crown; and

(iv) Te Runanga entered into Deeds of Covenant in respect of
the Valley Areas under which Te Runanga agreed (among other things) to permit
members of the public to have free foot access over the Valley Areas for
tramping, hunting and fishing.

C The parties wish to record certain matters agreed between
them affecting the management of the Gift Areas, the Leaseback Conservation
Areas and the Station Areas.

NOW THEREFORE the parties agree as
follows:

1 DEFINITIONS AND CONSTRUCTION

1.1 In this Agreement, unless the context otherwise
requires:

Act means the Conservation Act
1987;

Commercial Activity means any
activity undertaken by any person on the Conservation Land or the provision of
facilities by any person on the Conservation Land which is undertaken or
provided for with a view to making a profit and/or charging any fee or deriving
any other consideration in relation to such activity or the provision of such
facilities (but not including any activity described in section 17O(4) of the
Act or, in the event of any amendment or replacement of the Act, in a section
having the same effect) and for the avoidance of doubt includes any activity
undertaken by any person or the provision of facilities by any person on the
Conservation Land which has been carried on without a view to making a profit or
charging any fee or deriving any other consideration if the terms on which the
activity is undertaken or the facilities are provided change so that it or they
are undertaken or provided with such a view;

Concession has the meaning given to
it in the Act and includes any similar permission to carry on a Commercial
Activity (other than a Crown Commercial Activity) on the Conservation
Land;

Conservation Area has the meaning
given to it in the Act and, in the event of any amendment or replacement of the
Act, means an area administered for purposes similar to conservation purposes as
described in the Act;

Conservation Land means the Gift
Areas and the Leaseback Conservation Areas;

Crown Commercial Activity means any
activity undertaken by the Crown on the Conservation Land or the provision of
facilities by the Crown on the Conservation Land which is a Commercial Activity
(as defined above), but does not include any activity or the provision of
facilities for which a reasonable charge is made by the Crown towards recovery
of the reasonable expenses in organising the activity or providing the
facilities;

Deed of Gift means the deed dated [
] pursuant to which Te Runanga gifted the Gift Areas to the Crown;

Easements means [stock
easements];

Gift Areas means [Details to be
inserted];

Lease means the Memoranda of Lease
relating to the Leaseback Conservation Areas;

Leaseback Conservation Areas means
[Details to be inserted];

Mararoa Valley Area means
[Details to be inserted];

Minister means the Minister of
Conservation

Scott Creek Area means [Details
to be inserted];

Station Areas means [Details to
be inserted];

Valley Areas means [Details of
the Greenstone and Caples Valleys to be inserted];

Wakatipu Recreational Hunting Areas means [Details to be inserted].

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

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

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 Agreement or to any other
document or agreement includes that party's successors, heirs, executors and
assigns; and

1.2.5 a reference to the Crown includes the
Minister.

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
Agreement in circumstances where legislative changes make statutory references
in this Agreement obsolete. It is not intended to indicate, and should not be
interpreted as indicating, any consent by Te Runanga to, or acquiescence by Te
Runanga 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 Agreement or
in that Deed of Settlement.

2 LEASE CHARGES

In addition to the rent payable under the Lease, the Crown
shall, subject to any agreement to the contrary between the Crown and Te
Runanga, pay all rates, grants in lieu of rates, and other local authority
charges which may be charged, levied or reasonably assessed or which may become
payable in relation to the Leaseback Conservation Area and all costs, expenses
and charges of any nature incurred by the Crown as lessee or Te Runanga as
lessor (in which case they shall be reimbursed by the Crown to Te Runanga upon
demand) in relation to the ownership management occupation and use of the
Leaseback Conservation Areas under clause 4 of the Lease.

3 COMMERCIAL ACTIVITIES AND CONCESSIONS ON THE CONSERVATION
LAND

3.1 The Crown will not undertake any Crown Commercial Activity
on the Conservation Land unless and until the written consent of Te Runanga has
been given.

3.2 The Crown shall refer all applications for Concessions to
Te Runanga as soon as reasonably practicable after receipt of the application,
and shall notify the applicant that it has done so, and notify the applicant
that the Concession cannot be granted without the consent of Te
Runanga.

3.3 The Crown may continue to process an application for a
Concession pending receipt from Te Runanga of a response as to whether or not it
consents to the granting of a Concession, so long as the applicant is made aware
that Te Runanga's consent is required before the Concession is granted and the
relevant activity is commenced, and so long as it does not publicly notify the
application before any such consent has been given.

3.4 Te Runanga shall notify the Crown promptly as to whether or
not it consents to the granting of the Concession. The Crown acknowledges that
Te Runanga may need to consult with the Papatipu Runanga of Ngai Tahu which
would be affected by the proposed Concession before deciding whether to
consent.

3.5 The Crown shall ensure that no Concession may be granted in
relation to the Conservation Land (or in relation to an area which includes the
Conservation Land) unless and until the written consent of Te Runanga has been
given. Such consent may be given or withheld by Te Runanga in its absolute
discretion.

3.6 In addition to the fee charged by the Crown for the
processing of any application for a Concession, the Crown will charge to the
applicant and, upon receipt of payment, pay to Te Runanga, Te Runanga's fee for
the processing by Te Runanga of the request for Te Runanga's consent. Te
Runanga's fee shall be, unless agreed otherwise by the Crown and Te Runanga, an
amount equal to 25 percent of the aggregate of the Crown's fee and Te Runanga's
fee.

3.7 Except as provided in this clause, Part IIIB of the Act
shall apply to the grant of any Concession.

4 CONSERVATION MANAGEMENT

The Crown shall consult with and have particular regard to the
views of Te Runanga in respect of the preparation of any Conservation Management
Strategies or any Conservation Management Plans that affect the Gift Areas or
the Leaseback Conservation Areas. The Crown shall ensure that, unless Te Runanga
has agreed otherwise, the terms of any Conservation Management Strategies or
Conservation Management Plans that affect:

4.1 the Gift Area will be consistent with the Deed of Gift;
and

4.2 the Leaseback Conservation Area will be consistent with the
terms of the Lease.

The Crown acknowledges that Te Runanga will need to consult
with the Papatipu Runanga of Ngai Tahu which are affected by the matters which
are subject to consultation.

5 VEHICULAR ACCESS TO LEASEBACK CONSERVATION
AREAS

5.1 The Crown will not grant permission for any person to have
vehicular access to the Mararoa Valley Area unless and until the written consent
of Te Runanga has been given. Such consent may be given or withheld by Te
Runanga in its absolute discretion.

5.2 The Crown will make a joint approach with Te Runanga to the
Southland District Council for permission to block the vehicular access to the
areas south of the Mararoa Valley Area by blocking the road and, if the
Southland District Council agrees, to undertake, at the Crown's cost, the work
necessary to block that road.

6 HUNTING PERMITS

The Crown will ensure that:

6.1 permits for recreational hunting in the Wakatipu
Recreational Hunting Areas will be issued only from the office of the Department
of Conservation which is closest to the Wakatipu Recreational Hunting Areas
(currently the office at Glenorchy) or any other office of the Department of
Conservation which the Crown and Te Runanga agree.

6.2 the maximum number of permits issued for recreational
hunting at any one time in each of the Greenstone Recreational Hunting Area and
the Caples Recreational Hunting Area will be not greater than six (unless a
greater number is approved by Te Runanga).

7 SAFETY

Te Runanga shall undertake its operations in the Valley Areas
with due regard for the safety of members of the public legally using the Valley
Areas but nothing in this clause restricts Te Runanga's carrying out of its
normal farming operations in the Valley Areas in a prudent manner.

8 INDEMNITY IN RELATION TO VALLEY AREAS

The Crown will indemnify Te Runanga from and against all
actions, claims, demands, losses, damages, costs and expenses for which Te
Runanga shall become liable arising from loss or damage to the property of, or
death or injury to, any member of the public on any part of the Valley Areas in
accordance with the right of access referred to in Recital B(iv) or on
any part of the Leaseback Conservation Areas unless such loss, damage, death or
injury is caused or contributed to by any act, omission, neglect or breach of
this Agreement on the part of Te Runanga or any employee, contractor or agent of
Te Runanga.

9 CONSULTATION ON SIGNS

The Crown will from time to time consult with Te Runanga about
the content of signs to be erected by the Crown in the Leaseback Conservation
Areas, the Gift Areas or on or near the public tracks which cross the Station
Areas.

10 POUNAMU ACCESS

The parties record that the Pounamu Access Agreement between
the Crown and Te Runanga applies to the Leaseback Conservation Areas. [If
generic agreement not concluded, parties to negotiate provision to allow for
reasonable access for low impact pounamu gathering.]

11 COMPLIANCE WITH STATUTES

The Crown will comply with all statutory, local authority and
other legal requirements to which it is subject and which relate to the
management of the Leaseback Conservation Areas under clause 4 of the
Lease.

12 SET OFF

The Easement Fees payable by Te Runanga under the Easements
shall be set off against the Rent payable by the Crown under the
Lease.

13 NOTICES

13.1 All notices under this Agreement 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
13.2. A notice given in accordance with this clause shall be deemed to have
been received:

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

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

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

13.2 The addresses for service of notice are:

13.2.1 Crown: Regional Conservator Otago
PO Box 5244

DUNEDIN

Facsimile: (03) 477-8626

13.2.2 Te Runanga: Te Runanga o Ngai Tahu

14 DISPUTE RESOLUTION AND ARBITRATION

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

14.2 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.

EXECUTED as a deed on the date
first written above.

[Execution provisions to come]