Ngai Tahu Settlement

ATTACHMENT 10.19
OCCUPATION LICENCE OVER
MARGINAL STRIP  
GREENSTONE WHARF
(Clause 10.11)

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 adjacent to the Licence
Area.

C The Grantor and the Licensee have agreed that the Licensee
may occupy the Licence Area for the period specified in, for the purpose
specified in, and 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;

Licence Area means the area of the
marginal strip adjacent to the Licensee's property known as the Greenstone
Station which is marked with bold black lines on the plan attached as the
Appendix to this Licence;

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

Licensed Activity means the siting
of footings for the Wharf on those parts of the Licensed Area as are shown as
such on the plan attached as the Appendix to this Licence and the use of
the Wharf for the purposes of people or goods arriving at, or departing from,
the Wharf;

marginal strip has the meaning
given to it in the Act;

Minister means the Minister of
Conservation;

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

Wharf means the Greenstone Wharf,
part of which is situated on the Licensed Area.

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 (which is deemed
to be a concession under the Act) to occupy the Licence Area, and the Licensee
takes on such licence, in perpetuity 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 Licensed Area or the Licensee's occupation or
activity on the Licensed Area and all costs, expenses and charges of any nature
incurred by the Grantor or the Licensee (in which case they shall be reimbursed
to the Grantor by the Licensee upon demand) in relation to the ownership,
management, occupation and use of the Licensed Area and the Wharf, and the
carrying on of the Licensed Activity.

5 LICENSED ACTIVITY

5.1 The Licensee shall not use the Licence Area for any purpose
other than the Licensed Activity.

5.2 The Licensee shall take out and maintain and pay all fees
for all licenses, permits, authorisations, consents and renewals as may be
necessary for the proper conduct of the Licensed Activity. The Licensee shall
not do or suffer to be done any act whereby any such licence, permit or
authorisation may be forfeited or suspended or the renewal refused.

6 COMPLIANCE WITH STATUTES

The Licensee shall comply with all statutes, ordinances,
regulations, by-laws or other enactments, and all notices and requisitions of
any competent authority affecting or relating to the Licensed Activity, the
Licence Area and the Licensee's occupation of the Licence Area, the Wharf and
the use of the Wharf by the Licensee and any other person using the
Wharf.

7 STRUCTURES

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

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

7.3 The Licensee shall keep the Wharf in good repair and
condition and undertake all necessary structural maintenance, replacement or
repairs which are required to ensure the Licensee's continued compliance with
this Licence, fair wear and tear excepted.

7.4 On expiry or earlier termination of this Licence either as
to the whole or any part of the Licence Area, the Licensee shall not be entitled
to compensation for any improvements and any structures remaining on the Licence
Area and such improvements and structures shall become the property of the
Grantor and thereafter shall be at the risk of the Grantor in all respects or,
if required by the Grantor, shall be removed by the Licensee at the Licensee's
expense, with all resulting damage to the Licensed Area to be made good by the
Licensee at the Licensee's expense.

8 ALTERATIONS OR ADDITIONS

8.1 The Licensee shall not make any alterations or additions to
any part of the Wharf situated on the Licensed Area or replace it (Works)
without first obtaining the Grantor's written approval (which will not be
unreasonably or arbitrarily withheld). The Grantor will not withhold its consent
to the replacement of that part of the Wharf which is situated on the Licensed
Area if the replacement is not bigger than, and not materially different in
appearance from, the structure which it replaces. In seeking the Grantor's
approval the Licensee shall first submit detailed plans and specifications of
the Works.

8.2 The Licensee shall pay on demand all reasonable costs
incurred by the Grantor in considering the proposal.

8.3 Before carrying out any approved Works, the Licensee shall
obtain from every competent authority all consents and approvals needed to
enable the Works to be lawfully effected, and at the Grantor's request, produce
for the Grantor's inspection copies of all such consents and
approvals.

8.4 The Works shall be supervised by a suitably qualified
person and be carried out by suitably qualified contractors and tradespersons
using materials which meet standards and specifications that comply with the
consents and approvals referred to above.

8.5 The Licensee shall not erect any signs or advertising on
the Licensed Area without the prior written approval of the Grantor (which will
not be unreasonably or arbitrarily withheld).

9 SAFETY

The Licensee shall undertake the Licensed Activity in a safe
and reliable manner and with due regard for the safety of members of the public
who have access to the Licensed Area and shall maintain the Wharf in a safe
condition.

10 INSURANCES AND INDEMNITY

10.1 The Licensee shall keep current at all times during the
Licensee's occupation of the Licensed Area a policy of public risk insurance
applicable to the Licensed Area and the Licensed Activity for an amount not less
than $1,000,000 (being the amount which may be paid out arising out of any
single accident or event) or such higher amount as the Grantor may from time to
time reasonably require.

10.2 The Licensee shall indemnify the Grantor from and against
all actions, claims, demands, losses, damages, costs and expenses for which the
Grantor shall become liable arising from the Licensee's conduct of the Licensed
Activity and its occupation and use of the Licensed Area unless such loss,
damage or injury is caused or contributed to by any act, omission, neglect or
breach of this Licence on the part of the Grantor or any employee, contractor or
agent of the Grantor.

11 ANNUAL BUILDING WARRANT OF FITNESS

The Licensee shall comply with the requirements of the Building
Act 1991 relating to:

11.1 the supply and display of an annual building warrant of
fitness; and

11.2 the retention, for inspection purposes, of the compliance
schedule for the Wharf and reports on the requirements of that
schedule.

12 ASSIGNMENT

12.1 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 its adjoining land and
such person is solvent and reasonably capable of performing its obligations
under this Licence.

12.2 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 12).
Upon any assignment or transfer taking effect, the Licensee will be released
from its obligations under this Licence, except any liability for a breach which
occurred prior to the date of the assignment.

13 TERMINATION

13.1 The Grantor may terminate this Licence:

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

(a) any 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 term 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;

13.1.2 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 Licence Area or the Station Areas.

13.2 If the Grantor terminates this Licence under this
clause 13, 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.

13.3 The Grantor may exercise its right under this clause
13 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.

13.4 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.

14 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.

15 NOTICES

15.1 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
15.2. A notice given in accordance with this clause shall be deemed to have
been received:

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

15.1.2 in the case of a letter, on the third working day after
posting; and

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

15.2 The addresses for service of notice are:

15.2.1 Grantor: Regional Conservator Otago
PO Box
5244
DUNEDIN

Facsimile: (03) 477 8626

15.2.2 Licensee: Te Runanga o Ngai Tahu

16 COSTS

16.1 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.

16.2 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.

17 PUBLIC ACCESS

17.1 The public shall at all times have access on foot to, over
and across all parts of the Licence Area, but nothing in this clause gives the
public the right to enter the Wharf.

17.2 Nothing contained or implied in this Licence confers on
the Licensee exclusive possession or exclusive rights to or over any part of the
Licence Area.

17.3 The right is reserved for agents or servants of the
Grantor to enter upon the Licence Area at any time for the purpose of inspecting
the Licence Area and the Wharf.

18 DISPUTE RESOLUTION AND ARBITRATION

18.1 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.

18.2 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 on the date first written
above.

[Execution provisions to come]

APPENDIX

PLAN OF AREA

(Clause 1.1, Definition of Licence Area)

[Detail from Allocation Plan HC 517 to be
inserted]