This Deed made the 16th day of September 1997

BETWEEN the TARANAKI JOCKEY CLUB INCORPORATED a Society duly incorporated under the Incorporated Societies Act 1908 (hereinafter called “the Club”) of the one part

AND the NEW PLYMOUTH DISTRICT COUNCIL a body corporate under the Local Government Act 1974 (hereinafter called “the Council”) of the other part

WHEREAS

• A. By Deed bearing date the 25^th day of June 1959 between the Club and the Council (the Council being therein called “the Mayor, Councillors and Citizens of the City of New Plymouth, a body corporate under the Municipal Corporations Act 1954 and therein named the Corporation”) the parties made provision for the vesting in the Council of certain land owned by the Club and for the use of that land and of the New Plymouth Recreation and Racecourse Reserve, such land and Reserve being described in the Schedule hereto and such Deed was validated by the New Plymouth Recreation & Racecourse Reserve Act 1959.

• B. By agreement between the parties, the Council has constructed a stadium and parking area on the part of the Reserve herein named the Stadium Area.

• C. Without affecting the said vesting, the parties are desirous of revoking the provisions of the said Deed and substituting the following provisions therefor.

NOW THIS DEED WITNESSETH

• 1. In this Deed, unless the context otherwise requires:

  “Date of Termination” means the date when the Club shall cease to be entitled to the rights set out in sub-clauses (1), (2) and (3) of clause 2 hereof as provided in subclause (4) of the said clause.

  “Playing Area” means that part of the Reserve for the time being comprised within the inner boundary of the racing track and marked Lot 4 on Deposited Plan No. 19480

  “Racecourse Amenities Area” means that part of the Reserve marked Lot 1 on Deposited Plan No. 19480

  “Reserve” for the purposes of this Deed means the land described in the Schedule hereto (but excluding therefrom the area marked Lot 2 on Deposited Plan No. 19480)

  “Stadium Area” means that part of the Reserve marked Lot 3 on Deposited Plan No. 19480

  “Year” means a calendar year.

• 2. Subject to the provisions of sub-clause (4) of this clause, from the date of this Deed the Club shall be entitled without payment of rent or any other similar charge to the following rights:

  • (1) As to 20 days in any year or such greater number of days in any year as shall be approved by resolution of the Council and for not more than 2 days consecutively at any time the right:

    • (a) to use the Reserve, except the buildings constructed by the Council in the Stadium Area, for the purpose of holding race meetings at such times as the Club may from time to time appoint, and to make charges for admission thereto;

    • (b) to allow other clubs, societies and organisations from time to time to use the Reserve, except the buildings constructed by the Council in the Stadium Area, for race meetings, sports meetings, carnivals, exhibitions and other similar purposes and to charge for the use of the same and to permit such users to make charges for admission thereto;

    • (c) on any day on which the Reserve is being used pursuant to paragraphs (a) and (b) hereof to use for motor vehicle parking purposes any part of the Racecourse Amenities Area and the Stadium Area, except the buildings constructed by the Council in the Stadium Area, and to make such charges for admission thereto as may be prescribed by the Club with the approval of the Council;

    • (d) on any day on which the Reserve is being used pursuant to paragraphs (a) and (b) hereof to exclude the public therefrom excepting on payment of such charge or charges as may be prescribed by the Club with the approval of the Council.

  • (2) The right at any time and from time to time:

    • (a) to use or allow to be used the Racecourse Amenities Area and those parts of the Playing Area as have been or may with the consent of the Council be formed as training tracks or trotting tracks on every week day and Sundays before the hour of 12.00 noon and on Saturdays before the hour of 9.00 am for the purpose of training and exercising horses.

    • (b) to use the Racecourse Amenities Area and Playing Area or allow them to be used for the grazing of sheep on such reasonable conditions that may be made from time to time by the Council, subject to the Playing Area being made available for use pursuant to clause 3(1) hereof.

    • (c) at its own cost and expense in all things, to make such alterations to any of the Club's buildings or to the position of the Racing Track, the trotting track and any track or tracks for training or exercising purposes all within the Racecourse Amenities Area or the Playing Area or to construct additional buildings within the Racecourse Amenities area as shall be approved by the Council, such approval not to be unreasonably withheld if the Council is satisfied that such alterations will be for the benefit of racing.

    • (d) to retain and erect on any part of the Racecourse Amenities Area any fence, gate or other structure whatsoever reasonably required by the Club for racing purposes and to have the exclusive occupation and control thereof.

    • (e) to retain and use and to replace, if necessary, the number board now erected on the Playing Area;

    • (f) to retain for its own use all moneys received under any policy of insurance arising out of the destruction of or damage to any building or other structure now or hereafter erected by the Club;

    • (g) to remove at any time prior to the Date of Termination or within three months thereafter any building, running rails or other structure (excepting any fence or gate) now or hereafter erected by the Club PROVIDED THAT the Council shall be entitled at any time by notice in writing to require the Club to leave all or any buildings owned by it in the Reserve after the Date of Termination without payment of any compensation.

  • (3) The right at any time and from time to time to use or allow the Racecourse Amenities Area or any part thereof to be used, subject to such charges as the Club may prescribe, with the approval of the Council by any society, organisation or person for the purpose of holding garden parties, wedding receptions and similar functions and when the Racecourse Amenities Area is being used for any such purpose, to exclude therefrom all persons other than those who are permitted by the Club or any such society, organisation or person to have admission.

  • (4) The Club shall be entitled to the rights mentioned in sub-clauses (1), (2) and (3) hereof from the date of this Deed until the Club shall cease for a continuous period of two years to hold race meetings on the Reserve, or until the number of members of the Club who shall have paid the annual subscription for the then current year shall fall below 50 and remain below that number for six consecutive months:

    PROVIDED ALWAYS that such rights shall nevertheless continue to be exercisable by the Club if the failure to hold race meetings for two years shall be due to war, invasion, act of foreign enemy, hostilities or warlike operations (whether war be declared or not), civil war, mutiny, insurrection, rebellion, revolution, conspiracy, military or usurped power or to confiscation, commandeering, requisition or destruction of or damage to the buildings on the Racecourse Amenities Area by order of the Government – de jure or de facto – or to prohibition by any such Government as aforesaid of repair or reinstatement of any such buildings, or if the number of members of the Club as aforesaid shall fall below 50 during any period in which the Club is unable to hold race meetings by reason of any of the causes set out in this proviso.

  • (5) If the Club shall refuse any application for the use by any person, club, society or organisation of the Racecourse Amenities Area or any part of parts thereof in accordance with the foregoing provisions of this clause, such person, club, society or organisation shall be entitled to appeal to the Council against such refusal and the Council, after hearing such person, club, society or organisation, and the Club, if it considers that such refusal was unreasonable, may direct the Club to grant such application and the Club shall thereupon conform with such direction:

    PROVIDED THAT there shall be no right of appeal against the refusal of the Club to allow any person, club, society or organisation other than a racing or trotting club, or the Taranaki Agricultural and Pastoral Society to use any of the buildings in the Racecourse Amenities Area.

• 4. While this Deed shall remain in force, the Club shall, at its own expense, maintain and keep in good order, condition and repair all parts of the Racecourse Amenities Area including all buildings, fences, gates and other erections and all racing tracks, roadways and gardens and the training and trotting tracks in the Playing Area but excluding any buildings that may be erected on the Playing Area or the Racecourse Amenities Area by the Council, pursuant to sub-clause (2) of clause 3 hereof.

• 5. The Council shall promote and use its best endeavours to procure the passing at the next convenient session of Parliament of a Bill with such clauses as may be necessary or advisable to validate this Deed and to carry the same into effect and to confer the necessary powers and authorities required for this purpose, and the Club shall, so far as the Corporation may reasonably require, aid and assist in obtaining the said intended Act and in furtherance of this object, shall by its officers and servants support the Bill by evidence or otherwise as may be necessary.

• 6. All costs and expenses incurred by each of the parties of and incidental to the preparation and completion of this Deed and the promotion and passing of the said Bill, shall be borne by the party incurring the same.

• 7. If any question, difference or dispute shall arise with reference to this Deed or its construction or as to anything herein contained, or as to anything not fully provided for, or as to the rights or liabilities of either of the parties hereto, the same shall be referred to two Arbitrators, one to be appointed by each party or to an Umpire to be chosen by the Arbitrators before entering on the consideration of the matters referred to them and every such reference shall be deemed an arbitration under the Arbitration Act 1908 and be subject to the provisions as to arbitration contained in the said Act and this Deed shall accordingly be deemed to be a submission within the meaning of the said Act.

• 8. The parties acknowledge and declare that although Lot 2 on Deposited Plan 19480 is part of the New Plymouth Recreation and Racecourse Reserve, in practice it has for many years been incorporated into Pukekura Park and it is excluded from the provisions of this Deed.

• 9. Upon the passing of the Bill referred to in clause 5 hereof, the provisions of the said Deed dated the 25^th day of June 1959 shall cease to have any force and effect.

WHEREAS the Council is the owner of the land described in the Schedule hereto known as the Racecourse Reserve together with the stadium buildings and improvements thereon and the Council has agreed to grant to the Lessee a lease of that part of the land outlined in red on the plan annexed hereto, (hereinafter called “the said land”) together with all buildings and improvements thereon known as the TSB STADIUM (the said buildings and improvements thereon hereinafter together called the “the said premises”).

NOW THIS DEED WITNESSES that in consideration of the rent hereinafter reserved and of the covenants, conditions, agreements and restrictions hereinafter contained or implied the Council HEREBY LEASES to the Lessee the said site and the said premises as described in the Schedule hereto for a term of twentyone (21) years from and inclusive of the 1^st day of October 1992 at the rental of THREE HUNDRED AND SIXTY FIVE DOLLARS ($365.00) plus GST per annum payable yearly in advance the first payment to be made on the 1^st day of October 1992.

THE LESSEE DOTH HEREBY COVENANT AND AGREE WITH THE COUNCIL AS FOLLOWS:

• 1. TO to pay the rent at the time and in the manner aforesaid without any deduction whatsoever.

• 2. NOT to assign or mortgage its interest hereunder without first obtaining the written consent of the Council. The Lessee will not sublet or part with the possession of the said premises or any part thereof PROVIDED HOWEVER that the Lessee shall have the right to sublet any building or buildings or other improvements or any part thereof to organisations or private persons for entertainment, indoor sports, dances, gatherings or any other community uses consistent with the capability of the premises for such periods as the Lessee shall consider reasonable. All sublettings shall be within the general principles of use adopted by the Council documented on Schedule B annexed hereto.

• 3. NOT to suffer or permit upon the said premises any disorderly conduct or not to do or suffer upon the said premises anything which may become a nuisance or source of damage or annoyance to any person or persons using the adjoining land for a legitimate purpose.

• 4. TO maintain the interior and exterior of the said premises and any additional facilities hereinafter to be erected to the entire satisfaction of the Community Services Manager, fair wear and tear and damage by fire, tempest, earthquake, flood, subsidence of the soil in each case (save where insurance monies are rendered irrecoverable in consequence of any act or default on the part of the Lessee) or inevitable accident excepted and at the expiration or sooner determination of this lease yield up the said premises in such repair as shall be consistent with the due performance by the Lessee of the provisions of this Lease.

• 5. TO maintain and keep the said premises at all times free from all rubbish and litter and in a neat, tidy, clean and sanitary condition.

• 6. TO keep all toilets, drains and sewers cleared and freed from every obstruction whatsoever and keep the Council indemnified from all charges and expenses caused by any such obstruction in such toilets drains or sewers.

• 7. NOT to make any major alterations and/or additions to the said premises without first obtaining prior consent in writing from the Council AND that if any alterations to the said premises are approved such alterations shall be carried out to the satisfaction of the Community Services Manager.

• 8. TO acknowledge that the New Plymouth Racecourse Act 1959 and subsequent amendments confer the rights of exclusive access to the Racecourse Reserve for up to 20 racing days for the purpose at race meetings and that bookings of the said premises shall be so arranged to enable such obligations to be fulfilled.

• 9. NOT to use areas of the Racecourse Reserve under the jurisdiction of the Taranaki Jockey Club for any purpose without first obtaining the prior consent of the Club.

• 10. TO keep the Council indemnified from and against all actions, claims, suits, costs and demands arising from the use of the said premises by the Lessee, its members, invitees, servants and employees.

• 11. THE Lessee shall acknowledge and fulfil each and every condition attaching to the TSB Stadium Naming Rights and Yarrows Product Sponsorship Agreements together with any other such agreements which may be negotiated during the development of the TSB Stadium and shall further allow no exterior signage or advertising which is not in conformity with the Council's policy on advertising and sponsorship on parks.

• 12. THAT the Lessee shall insure the said premises for their full insurable value (excluding any contents which are contained therein and which are owned by the Lessee or any other user) at the cost of the Lessee.

• 13. TO punctually pay all charges for electricity and/or gas, telephone, water and sewerage services laid on to the said premises.

• 14. TO pay any rates that may from time to time be payable in respect of the said premises.

• 15. THAT the Lessee will not permit or suffer drainage or refuse to flow into or be deposited in or on land adjoining the said land whether owned by the Council or not.

• 16. THAT the Lessee will permit the Council or its agent or agents to enter upon the said premises at all reasonable times for the purpose of viewing the state thereof and for any other reasonable purposes.

• 17. THAT in the use of the said premises, the Lessee will conform to all By-laws and Regulations of the Council applicable to the said premises and will use its best endeavours to ensure that such By-laws and Regulations are observed by the public frequenting the said premises.

• 18. THAT the Lessee will at all times during the continuance of this Agreement or any extension thereof maintain in good order, repair and condition all carparks, drains, lawns, paths and other improvements which now are or may hereafter be on the said land and will on the expiration or other sooner determination of the term of this Agreement so yield up the same to the Council.

• 19. THAT the Lessee will not without the express consent of the Council in writing dig up, cut down, remove, destroy or in any way damage or interfere with any trees now or hereafter being on the said land.

• 20. THAT the Lessee will permit the public at all times to have free access to the said land or any part thereof with the exception of the TSB Stadium or other building erected by the Lessee or the Council upon the said land.

• 21. ALL debts, subscriptions, rents and hire charges payable in respect of the premises or part thereof shall be payable to the Lessee and shall be collected solely by the Lessee and it is hereby acknowledged that the Lessee shall have no recourse against the Council whatsoever for the loss or recovery of such subscriptions, rents and hire charges or other debts due and owing to the Lessee.

• 22. THAT for the consideration aforesaid the Lessee doth hereby covenant with the Council that the Lessee will pay to the Council all sums of money herein specified or required to be paid and observe all the covenants, agreements, conditions, exceptions, reservations and stipulations herein contained, specified or implied and by these presents intend to be performed or observed by the Lessee.

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED by and between the Council and the Lessee as follows:

• 23. THE Lessee will pay all the costs of and incidental to the preparation and completion of this lease and the counterpart thereof and the stamp duty.

• 24. THAT the control and management of the said land and the said premises shall remain with the Council and that except to the extent of the express provisions hereof nothing herein shall be deemed to limit or in any way restrict the powers and discretions of the Council in relation to the said land or the said premises.

• 25. THAT if the Lessee should make default in payment of the rent hereinbefore reserved or any part thereof and such default shall continue for the space of one calendar month or if the Lessee shall make default in the observance or performance of any other covenant, condition or agreement therein contained or implied or the said premises are so damaged by fire, tempest, earthquake or such other inevitable accident so as to render the said premises untenantable or unfit for occupation, it shall be lawful for the Council at any time thereafter without notice or demand whatsoever to re-enter upon the said premises or any part hereof and thereby to determine the said term and all the rights interests, claims and demands of the Lessee thereunder and in the case the Lessee shall nevertheless be liable to pay rent proportionately up to the date of such re-entry and damages in respect of any breach of covenant.

• 26. THE Council will pay to the Lessee an annual grant from the 1993/94 financial year onwards such grant to be dedicated exclusively for the maintenance of the fabric of the said premises. The Lessee shall supply to the Council such details as the Council may require as an application for each annual grant including the Lessee's annual accounts, details of the preceding year's activities and a building maintenance report and forecast. The amount of such grants shall be determined by the Council and shall be paid each year to the Lessee in quarterly instalments the amounts of such quarterly instalments in any one year to be as near equal as practicable to each other. The quarterly payments shall be paid on the first days of February, May, August and November in each year. The amount of such grant shall be adjusted annually by the Council having reference to the movement in the Consumers Price Index over the preceding year.

• 27. THE terms of this Deed shall not be or be deemed to be varied in any manner howsoever unless such variation is reduced to writing and signed by the parties hereto.

• 28. THAT on the termination of the lease, no compensation whatsoever shall be payable by the Council for any improvements made to the said premises or any part thereof and the Council may require the Lessee to remove the whole or part of the improvements PROVIDED HOWEVER that if such improvements are of value to the Council the Council shall pay to the Lessee such amount as it considers fair and reasonable.

• 29. THAT any improvements destroyed by fire or otherwise damaged and depreciated and no longer required by the Lessee must be removed by the Lessee at its own expense no later than two months after the date the improvements are damaged or destroyed.

• 30. THAT the rental hereby reserved shall be reviewed by the Council at intervals of three years during the said term, the formula for rental review being the aggregated Consumer Price Index movement which shall have been recorded during the three year period to 31 March immediately preceding the date of each review PROVIDED ALWAYS:

  • (a) That the Council shall give to the Lessee at least one calendar month's notice in writing of such increase and such increase shall be payable on and from the next yearly instalment dated (which said date is hereinafter referred to as “the date of increase”).

  • (b) That the Lessee shall have the option to be exercised in writing to the Council within one calendar month of the receipt of the notice referred to in sub-clause (a) hereof of electing to determine this agreement and all the rights, claims and demands of the Lessee hereunder and in such case the Lessee shall nevertheless remain liable for the payment to the Council of all monies owing by it to the Council on the day of such determination and in respect of any breach or non-observance of any covenant, condition or agreement committed or suffered prior to the date of such determination.

• 31. THAT the Lessee faithfully observing and performing all the covenants, conditions and agreements on the Lessee's part herein contained and implied and the Council being satisfied that the said premises have been properly maintained and controlled and there is sufficient need for the continued operation of the said premises then the Lessee shall on the expiration by effluxion of time of the term hereby granted have a right to a renewal of this lease for a further term of twenty-one (21) years on giving three months prior notice in writing of such desire to the Council before expiration of the term hereby granted at a rent to be determined by the Council PROVIDED HOWEVER THAT such renewed lease shall be subject to the same covenants and conditions (except this present right of renewal) as are herein contained or implied and that the rental for such renewed term shall not in any case be less than the rental for the last preceding term of this lease.

• 32. THAT if the Lessee fails within the time as aforesaid to give notice as to whether it desires a renewed lease or not the Lessee's right to a renewed lease shall cease on the expiry of the term aforesaid.

• 33. THAT the term of any such renewed lease shall run from the date of the expiration of the term hereby created and the rent as agreed or fixed shall accrue as from the said date in lieu of rent reserved for the term hereby created notwithstanding the fact that the renewed lease may not be executed until after that date.

• 34. ALL notices required to be given to the Lessee hereunder shall be deemed to be duly given and served if delivered to the Lessee or posted in a prepaid letter addressed to it at the premises.

• 35. ANY question or difference which at any time shall arise between the parties hereto as to the meaning of any of the foregoing conditions or as to any matter or thing arising thereout or in relation thereto or in any way relating this Deed shall be referred to arbitration in accordance with the provisions of the Arbitration Act 1908 and any amendments thereto.

Schedule

The TSB STADIUM together with surrounding areas located within the New Plymouth Racecourse Reserve such land being described as ............. and more particularly shown delineated in red on the plan annexed hereto and marked “A”.

SIGNED by the said TSB STADIUM BOARD OF CONTROL INC. as Lessees in the presence of: Michael John Nicholls		) ) ) )		Brian Bellringer (Chairman)
SEALED with the Common Seal of the NEW PLYMOUTH DISTRICT COUNCIL and SIGNED by the Mayor and Principal Administrative Officer of the NEW PLYMOUTH DISTRICT COUNCIL on behalf of and by direction of the said Council in the presence of: Ian Raine Local Authority Officer New Plymouth		) ) ) ) ) ) ) ) ) ) )		Claire Stewart K Sampson

____

THIS DEED made the 16th day of September 1997

BETWEEN the NEW PLYMOUTH DISTRICT COUNCIL a body corporate duly constituted under the provisions of the Local Government Act 1974 (“the Council”) of the one part

AND the TSB STADIUM TRUST BOARD a duly incorporated society having its registered office at New Plymouth (“the Lessee”) of the other part

WHEREAS

• (a) By Deed of Lease dated 16 March 1994 (“the 1994 Deed”) the Council leased certain land and the TSB Stadium erected thereon to the Lessee (in the 1994 Deed incorrectly called the TSB Stadium Board of Control Incorporated) for a term of 21 years from and inclusive of the 1st day of October 1992 with a right of renewal for a further term of 21 years on the terms therein contained.

• (b) The parties are desirous of amending the 1994 Deed in the manner hereinafter contained.

NOW THE PARTIES HEREBY COVENANT AND AGREE WITH EACH OTHER as follows:

• 1. They acknowledge that the Lessee is incorrectly named in the 1994 Deed and that the correct name is TSB Stadium Trust Board, the Lessee named in these presents and they further acknowledge that the 1994 Deed shall be deemed to have been correctly executed by the Lessee.

• 2. That the land leased pursuant to the 1994 Deed shall be deemed to be the land shown as Lot 3 on Deposited Plan number 19480 and being part of the land comprised and described in Certificate of Title Volume A3 Folio 286 (Taranaki Registry) and all references in the 1994 Deed to “the said land” or “the said site” shall be deemed to be a reference to the said Lot 3, Deposited Plan Number 19480.

• 3. That clause 8 of the 1994 Deed is deleted.

• 4. They acknowledge that the New Plymouth Recreation & Racecourse Reserve Act 1959 and any Act in amendment thereof or substitution therefor confers or will confer on the Taranaki Jockey Club the rights contained in clause 2(1) of the Deed dated the 16th day of September 1997 between the Council and the Taranaki Jockey Club and that the Lessee will not use any of the areas referred to in the said clause 2(1) of that Deed during the days therein specified being 20 days in any year or such greater number of days in any year as shall be approved by resolution of the Council and for not more that two days consecutively.

• 5. That clause 18 of the 1994 Deed is hereby deleted and the following clause substituted therefor:

  18.

  • (a) That the Lessee will at all times during the continuance of the this Agreement or any extension thereof maintain and keep any parts of the said lands laid in lawns or gardens in good order to a high horticultural standard.

  • (b) That the Lessee will keep all other parts of the said land including parking areas and the driveways known as Mason Drive free and clear of all rubbish and in a clean and tidy condition.

  • (c) The Council acknowledges that it will be responsible for all repair and capital maintenance work on the said parking areas and driveway.

• 6. Subject to the amendments herein contained, the provisions of the 1994 Deed are hereby confirmed.

• 7. The Council will promote and use its best endeavours to procure the passing at the next convenient session of Parliament of a Bill with such clauses as may be necessary or advisable to validate the 1994 Deed and this Deed of Variation and to carry the same into effect and to confer the necessary powers and authorities required for this purpose.