About

The Pearson Residences building is the third and final stage of The Foundation, a $500 million retirement village in central Auckland, designed by Peddlethorp architects and officially opened by the Prime Minister in March this year.

Pearson Residences is located in the centre of the Foundation precinct, surrounded by Foundation Building 1 and Building 2, Birthcare, Pearson House, ACG Parnell College, the Jubilee Hall and Foundation on George Street building.  The resource consent authorises the construction of the 48m central building, containing 65 retirement units and care facilities, a range of resident amenities, two levels of basement carparking, landscaping and a pedestrian airbridge connecting to Building 2.  

The new deal ensures the Tiwai Point aluminium smelter remains open after years of uncertainty around its future, a massive relief for employees, Southland and Tiwai’s many stakeholders.

This uncertainty has long unsettled NZ energy markets and deterred investment in new renewable generation.

The overall deal replaces NZAS’ previous Electricity Agreement with Meridian Energy, a long‑term contract for differences providing NZAS with hedge cover for up to 572 MW.

Under the new arrangements, hedge cover for up to 572 MW in aggregate is provided by three different generators (Meridian Energy, Contact Energy and Mercury NZ) through a portfolio of different CfDs.  The challenge was to ensure the rights and obligations, risks and operational management of the different contracts work alongside each other seamlessly, having regard to the separation between them. 

NZAS is the country’s single largest electricity consumer, taking around 13% of NZ’s electricity supply.  The new deal also includes separate contracts with Meridian and Contact that enable them to call on NZAS for various different tranches of demand response.  In effect, NZAS can be required to dial back production when there is a shortage of power in the grid.  The smelter therefore acts as a battery for the NZ electricity system, ensuring the lights are kept on when NZ needs it most.

Resource consent was granted for the stage 1 foundation works on 23 December 2021, for the stage 2 Outpatient building on 17 August 2022 and for the stage 3 Inpatient building on 24 November 2023. This fourth and final stage of the consenting process will authorise the construction and operation of supplementary, ancillary services facilities necessary for the operation of the two main clinical buildings – the Inpatient and Outpatient buildings.

The facilities will comprise a generator building, a heat pump/chiller enclosure, a services gantry extending over Castle Street and connecting to the Inpatient building, and associated equipment including two diesel storage tanks. They are to be located on the “Bow Lane” block to the east across Castle Street from the main facilities which are located on the “Cadbury” and “Wilson” blocks. Construction works are set to begin on the facilities within the coming months.

A team from Greenwood Roche led by Rachel Murdoch and Francelle Lupis are advising Te Whatu Ora on all consenting matters relating to the New Dunedin Hospital.

The project involved transferring 14,487 hectares of rural land, predominantly dairy and forestry, and all interests and property rights held in relation to those properties, from NZRLC’s subsidiary, NZRLC Dairy Holdings Limited, to a new limited partnership, New Zealand Rural Land Investments Limited Partnership.

The transfer to New Zealand Rural Land Investments Limited Partnership was to facilitate NZRLC selling a 25% equity interest in its land portfolio to Roc Partners (an Australian specialist private markets investment manager) for NZ$44.2m.  Greenwood Roche also successfully acted for NZRLC on the property and finance aspects of the sale to Roc Partners.

The Greenwood Roche team was led by Jeannie Warnock (Partner), Anthony Staples (Partner), Kurt McRedmond (Senior Associate), Tom Petersen (Lawyer) and Georgie Pay (Lawyer) with specialist input from other lawyers within the firm.

Resource consent was granted for the stage 1 foundation works on 23 December 2021 and for the stage 2 Outpatient building on 17 August 2022. The granting of this subsequent consent will enable the establishment of the new Inpatient building, the largest of the clinical buildings comprising the new Dunedin Hospital.

As the primary tertiary healthcare facility for the Southern region, the new Inpatient building will house a range of consultation and treatment spaces, including an intensive care unit, a dedicated primary birthing unit and an expanded emergency department.  In addition to the dedicated clinical facilities, the Inpatient building site will also accommodate generous areas of landscaping and public realm extending primarily along the Cumberland Street frontage of the site. Works on the Inpatient building are anticipated to commence in Q1 2024.

A team from Greenwood Roche, led by Julian Smith, Monique Thomas and Rachel Murdoch, are advising Te Whatu Ora on all consenting and property matters relating to the New Dunedin Hospital.  

Faringdon Oval is a 69.3ha extension of the existing, well established Faringdon community in Rolleston, which has developed over the last decade under the Operative Selwyn District Plan, the Housing Accords and Special Housing Areas Act 2013, and more recently, the COVID-19 Recovery (Fast Track Consenting) Act 2020. 

The Fast Track consent for Faringdon Oval authorises the subdivision, land use and associated activities needed to facilitate the addition of 684 residential units to the Rolleston housing supply with an additional 462 residential units to be enabled through super lots with minimum density requirements. The development will support a range of residential housing types and densities, high quality landscaping, open space reserves, a neighbourhood centre and a network of transport links to existing residential areas and the Rolleston town centre.

Greenwood Roche is delighted to have assisted HDL in delivering a development that will contribute significant housing supply in such a strategic location for the wider Canterbury region.

We are very pleased to announce the promotion of Tom Petersen to Associate.

Tom joined our Wellington office in 2021 (having previously been a summer clerk) and has quickly established himself as a key member of our commercial property team.  Tom is known for his strong work ethic and his commitment to assisting both private sector and government clients on a wide range of property law issues, with a particular focus on complex rural land acquisitions and disposals and on leasing projects.

On top of his property law expertise, Tom’s promotion recognises his contribution to cultivating a positive and productive workplace and his involvement in developing Greenwood Roche’s sustainability and broader outcomes initiatives. 

Congratulations Tom!

We are very excited to announce the addition of Kate Watt as a Principal in the Greenwood Roche team.  

Kate began her career at Bell Gully, then was at ‘magic circle’ firm Freshfields in London for six years, before returning to Bell Gully.  After a few years as the Associate General Counsel at Heartland Bank, Kate left to build ‘New-Law’ firm Shift Advisory. 

Since 2021, Kate has been consulting independently – providing legal and commercial advice and project management to established corporates and growth businesses. 

Kate has broad experience across corporate, commercial, banking, finance and regulation, with particular experience in the finance and energy sectors.  Her renewable energy project work has included close involvement in landowner negotiations, PPA negotiations and project financial close.

Supporting the team nationwide, Kate will be based in our Auckland office.  Welcome to Greenwood Roche Kate!

We are proud to announce the promotion of Tanya Young to Principal in our Auckland office.

Tanya is a construction law specialist who joined Greenwood Roche as a junior lawyer in 2017.  Tanya has been an integral part of our construction practice, seeing it through 7 years of intensive growth and diversification to become one of New Zealand’s largest integrated construction & projects teams.

Since joining Greenwood Roche, Tanya has worked on an integrated basis alongside teams delivering some of NZ’s largest infrastructure projects, gaining extensive practical and commercial experience and forging many friendships along the way.  

Tanya partners with clients both in a project-counsel capacity and as an external advisor throughout the project life-cycle, from risk assessment, procurement strategy, and contract preparation through to project delivery, managing project interfaces, claims, disputes, completion and handover.  Recent examples of Tanya’s work include the City Rail Link, Puhoi to Warkworth Expressway PPP and Auckland International Airport’s Taxiway Mike and Remote Stands project.

Given her experience and deep practical knowledge of the construction industry, it is little surprise that Tanya is well known for her ability to combine commercial pragmatism with strong technical expertise to consistently deliver great outcomes for her clients.  

As well as her unique skill set, Tanya’s promotion recognises her enduring work ethic and her high esteem among clients and colleagues. 

Congratulations Tanya!

A Government-appointed panel reviewed the PWA last year and found that there is unnecessary duplication in the current system, issues with outdated negotiation processes and disjointed government agency practices, all of which are contributing towards significant delays in the delivery of public works projects.

The outcome of the PWA review is to make changes to the PWA. The recently-announced changes include the following:

Shifting some of the decision making from LINZ to government agencies

While the Minister for Land Information will retain responsibility for decisions relating to the compulsory acquisition of land by the Crown, government agencies such as the New Zealand Transport Agency will be empowered to enter into voluntary land acquisition agreements with landowners on behalf of the Crown. Currently, Land Information New Zealand (LINZ) has the sole power to enter into agreements for the Crown. 

It remains to be seen which government agencies will be granted this power, but we would expect that the government agencies with larger landholding portfolios and active programmes will be considered first.

The change will not affect local authorities, who can already enter into agreements under the PWA for local public works without LINZ approval. 

Improved collaboration between government agencies

Where there are connected public projects, the Government seeks to encourage coordination of the acquisition of land.

Under the current PWA, the Government and local authorities can (but rarely do) collaborate on works of combined national and local importance, but agencies are otherwise required to act

separately. The current distinction between national and local works is arbitrary and archaic. We hope the collaboration powers are drafted to include all overlapping public works, regardless of which agencies undertake them, to allow efficiencies to be gained by working together.

Enabling infrastructure relocation

It is proposed to expand the power to acquire land under the PWA to include land required for infrastructure owned by a third party, where that infrastructure needs to be moved to make way for a public work.

This change will address the limitations that were introduced by the Supreme Court in Seaton v Minister for Land Information in 2013, which held that the Crown was unable to acquire an easement from an affected landowner under the PWA when the easement is intended to be transferred to a third party. In that case, easements could not be acquired to allow electricity lines owned by a local lines company to be moved out of the way of a highway-widening project.

The breadth of this change will be interesting. We would like to see easements able to be acquired and provided to other private landowners, not just to infrastructure providers. Acquiring a right of way for the benefit of a private landowner might well be the best solution when their existing access is cut off by a new motorway.

Refining the role of the Environment Court

The Environment Court acts as an independent check on land acquisitions for public works, particularly in considering and making determinations on landowner objections to the compulsory acquisition of land. An objection to the Environment Court can substantially delay a land acquisition. 

The Government proposes to refine the role of the Environment Court in this process by clarifying the factors the Court can consider when reviewing objections. Minister Penk has announced that the renewed focus will be on “individual property rights, removing the overlap with the Resource Management Act”; an objective clearly intended to reduce the scope of objections made by landowners under the PWA.

Alternative dispute resolution before the Land Valuation Tribunal

The Government proposes requiring that disputes over compensation are attempted to be resolved through mediation and alternative dispute resolution forums, before a claim is made to the Land Valuation Tribunal. Currently, claims for compensation (if compensation is not already agreed) are filed at the Land Valuation Tribunal at an early stage.

Mediation cannot force the parties to reach agreement and will, in some cases, be a fruitless step. In other cases, however, the less-formal process and setting may encourage agreement on compensation issues.

New powers for Transpower

The Government proposes allowing Transpower, the State-Owned Enterprise managing New Zealand’s national electricity grid, to acquire land by agreement under the PWA.

Currently, if network utility operators – be they privately-owned or owned by the Government – need land for a project, they can apply to the Minister for Land Information under section 186 of the Resource Management Act to acquire land for that project on their behalf. This is a backstop provision, recognising the importance of network utility operations even if privately-owned.

The proposal seems to apply only to Transpower, presumably due to the scale and cost of its projects and its public ownership. It appears the Government’s intention that any compulsory acquisition of land for Transpower would be dealt with by LINZ in the current way.

Next steps

The above discussion addresses just some of the changes proposed. The Government has previously announced changes to the valuation of Māori freehold land when it is acquired for a public work, and to require that any compulsory acquisition of Māori land is approved by two Ministers. Further policy changes may also be announced.

It is too early to take a view on whether the incremental changes announced so far will achieve the Government’s intention of “going for growth”. Further policy announcements and the wording of the draft Public Works Amendment Bill due to be released mid-year will be telling, but so far it seems that there is a real drive for a more efficient PWA regime to improve the timely delivery of large infrastructure projects in New Zealand. For more information on the PWA changes, please contact our public law team. 

The Government has this week delivered on its promise to introduce to the House bespoke legislation establishing a permitting regime for offshore renewable energy, continuing work started several years ago to encourage more renewable energy as part of our net carbon zero goals.

The Offshore Renewable Energy Bill is not limited to offshore wind, and could for example enable the development of tidal or other marine energy projects.  Offshore wind developers have been working closely with MBIE for several years to help shape a fit for purpose regime for New Zealand.

In a way not dissimilar to how the Crown Minerals Act provides for the petroleum and minerals permitting regime, the Bill will afford exclusivity of tenure to selected developers who have the best prospect of delivering offshore renewable energy developments that will maximise the benefit to New Zealand. 

The Bill introduces a permitting regime similar to that of the Australia. The closely aligned regimes have the potential to allow developments in New Zealand to track closely behind those being initiated by developers in Australia, enabling developers to benefit from regional collaboration and supply chain synergies.

The Bill will create:

- a two-stage permitting regime (an initial feasibility permit of up to 7 years’ duration and a subsequent commercial permit), to give technically and financially capable developers time to undertake preliminary feasibility assessments and environmental studies, before moving to a commercial permit of 40 years. Importantly, the grant of a feasibility permit ensures that only that permitholder will be able to apply for the subsequent commercial permit over that area of the seabed;

- consultation requirements including specific requirements for consultation with Māori groups (noting that most developers have been actively engaging with relevant iwi for several years);

- decommissioning and financial security obligations to ensure appropriate decommissioning of offshore renewable energy infrastructure is at the expense of permit holders;

- safety zones of up to 500 metres around offshore renewable energy infrastructure; and

- administration, monitoring and enforcement of the regime and associated offences and penalties.

The Bill is the next step in the Government’s Electrify NZ policy to double renewable energy generation and transition to net-zero carbon emissions by 2050. The Government estimates the Bill will be passed by the middle of 2025 with the first feasibility round initiated by late 2025 and the first feasibility permits granted in 2026.

The Bill does not deal with environmental approvals, which will fall to be dealt with under a mix of the Resource Management Act (as amended), the Continental Shelf and Exclusive Economic Zone (Environmental Effects) Act and the Fast-Track Approvals Bill once enacted.  Other marine legislation will also apply depending on the development.

If you are interested in offshore renewable energy developments in New Zealand and need to know more about the Bill and related regulatory and industry issues, please contact:

Brigid McArthur, Geoff White or Vimal Nair

On 25 November 2024, TLANZ (rebranded from the Auckland District Law Society Inc. (ADLS)) released new forms of: 

• agreement to lease (Sixth Edition 2024), to replace the existing ADLS form (Fifth Edition 2012 (4)); and

• deed of lease (Seventh Edition 2024), to replace the existing ADLS form (Sixth Edition 2012 (5)).  

The new forms (and more particularly the deed of lease) have been significantly updated to reflect industry feedback and current market practice over the last 12 years, while providing more flexibility and still intending to represent a relatively balanced position for use by both landlords and tenants.  However, they are still not a “one-size-fits-all” solution, some updates favour one party over the other compared to the existing ADLS forms, and parties will need to consider their position carefully when negotiating leases on the new forms.

 So what has changed?

 One of the most significant changes is the updating of the first schedule to the lease forms to provide for a number of additional commercial variables.  However, parties will need to exercise caution with the “plug and play” approach adopted by TLANZ, and default positions apply if they are not completed.

 Key changes/highlights: 

• Agreement to lease - The agreement to lease has been updated to incorporate the same changes made to the first schedule of the lease, and it is intended to be used in conjunction with the new lease form.  Given the extensive changes to the first schedule to both forms, there is now less flexibility to mix the new forms with the old.

• New options for rent reviews and adjustments – There are now new options for:

o fixed rent adjustments, which have become increasingly popular;

o variable rent collars and rent caps on rent reviews or adjustments (whether market rent or CPI) – including options for a hard ratchet, a soft ratchet, an initial term commencement date ratchet, or any other cap and/or collar variation the parties may agree on; and

o interim rent payments pending completion of market rent reviews. 

• Market rent reviews – The market rent review process is now consolidated so it applies to both mid-term reviews and reviews on renewal.  This means that market rent reviews on renewal (as well as mid-term reviews):

o can now be initiated any time up to the next review or adjustment date (whether a market review or CPI or fixed rent adjustment date); and

o are subject to the same strict deadlines (now increased to 30 working days) for objecting to any rent proposed by the party initiating the rent review.

• Outgoings – Tenants will welcome a more transparent pass through of outgoings.  Several adjustments and clarifications have been made to the outgoings categories in the first schedule but no notable new categories of outgoings have been added.  There is a clear obligation on the landlord to provide a budget for outgoings, but the landlord is only required to provide copies of assessments, levies and accounts relating to outgoings incurred if the tenant asks for them to verify and reconcile outgoings.  The landlords is now unable to recover outgoings if an estimate or actual amount is notified more than 24 months after an outgoing has been incurred.  Management expenses must be reasonable and reasonably incurred.

• Insurance – The default position for loss of rents cover has increased from 12 months to 24 months, which will likely impact the cost of outgoings payable by the tenant.  The default sum of the excess has increased from $2,000 to $5,000 plus GST.  The lease provides differential treatment for recovery of the excess based on whether the tenant is at fault or not.  Where the landlord makes a claim on its policy and the tenant is not at fault, the tenant will be liable for its proportion of the excess as an outgoing (subject to the specified cap).  Where the tenant is at fault, it will be liable to pay the excess up to the specified cap.  However, despite the parties agreeing a cap, the cap can increase if the excess under the landlord’s policy increases as a result of the tenant’s fault.

• No access in emergency and abatement of rent and outgoings – There is more flexibility for the parties to agree upfront on what is a “fair proportion” of rent and outgoings to abate where the tenant is unable to access the premises due to an emergency.  However, the parties need to be aware the default abatement option in such circumstances is 50% of both rent and outgoings, and that 50% may not be fair for all potential scenarios in which inaccessibility may arise.  The parties may, within a specified period following any particular emergency that results in inaccessibility (commencing 20 working days after the inaccessibility begins and expiring three months after access is restored), review whether the agreed proportion is in fact a fair proportion in the circumstances – for that particular emergency only.  In doing so, the parties must review the relative effect on each party’s position (not just that of the tenant) as a result of the application of the abatement provisions and the tenant’s inability to gain access.

• Security for tenant’s obligations – The lease now includes extensive provisions for tenants to provide bank guarantees and rental bonds either in addition to or instead of personal guarantees.  

• Compliance with laws – Reciprocal obligations are included for health and safety, including consultation and coordination and notification of notifiable events, but there is still no reciprocal general requirement for a landlord to comply with all other laws.  The landlord no longer has the right to terminate the lease if it considers upgrade or improvement costs that are required by statute or an authority are unreasonable.

• Yielding up, reinstatement, removal and make good – There has been a reorganisation of these provisions, which are now in one clause.  However, the fundamental position has not changed – full reinstatement, removal and make good obligations still apply with no option for a lesser obligation.

• Partial or total destruction – A number of changes have been made to these provisions, including that the landlord must spend the insurance money it receives plus an amount equal to the applicable insurance excess in reinstating the premises.  Where the lease is terminated under these provisions, the landlord cannot require the tenant to remove its fixtures, fittings and chattels, but if the tenant does do so, it must make good any resulting damage.

• Seismic rating – A seismic clause is now included, but it has no real teeth.  There is an option for the parties to record the assessed (rather than required minimum) seismic rating of the building in the first schedule.  The provisions assume the landlord has provided the tenant with a report or other information that assesses the seismic rating and include a requirement that the landlord provide any report or other information that the landlord becomes aware of that contains a materially different assessment.  However, the landlord does not give any representation or warranty as to seismic rating or performance of the building, and there are no consequences if the building is found to have a different seismic rating.  Parties will need to amend the lease as appropriate in the circumstances if they wish to change the operation of these provisions.

• Mortgagee consent – A prudent tenant would amend the previous version of the lease to require a landlord to obtain consent to protect its position against a mortgagee taking possession of the premises.  This is now one of the variable options to be completed in the first schedule.

The above are key changes only.  There are a number of other changes that also require consideration and comment when using these forms.  We can help navigate the changes.  Please reach out to one of our team below for advice on how the new lease could impact your leasing transactions either as a landlord or a tenant.  Clicking on their name below will take you through to their profile on our website where you will find their contact details.

Mark Hay Antonia Shanahan Mark Anderson Jane McDiarmid Michael Bennett