XLIII. Between Rail

be retained by the company as a guarantee fund, until such way Company retentions shall amount to the sum of 30,0007., after which and Contrac- the full amount of the certificates shall be paid to the

tors for Con

struction of contractors.

Line.

Guarantee fund.

Company to give all neces

sary notices.

34. The guarantee fund shall be applied in or towards making good any defect or unsoundness which shall be certified to the engineer as existing in the said railways, works or undertakings, or the material used in the forma tion or construction thereof, and any default or neglect of the contractors in relation to the premises, and also in making good any breach of covenant on their part; but subject as aforesaid, one-half of the amount of the percentage which shall have been retained to form such guarantee fund (but without any interest or other income in respect of such percentage), shall, when the engineer has certified that the said railways, works, and undertakings are complete, and the same shall have been delivered over to the company, be paid in cash, except as is hereinafter provided, by the company to the contractors; and the other half thereof shall continue as a guarantee for the purposes aforesaid, until twelve calendar months from the date of such certificate of completion, and until a certificate shall have been signed by the engineer of the due and proper maintenance of the railways, undertakings, and works, during such period of twelve calendar months as aforesaid, and of the first acceptance of the railways and works under this contract, when such other half of this guarantee fund, or of the surplus thereof, if any, as aforesaid, shall be paid to the contractors in cash, except as is hereinafter provided.

35. The company shall give all notices necessary to be given to all public or local bodies or companies, or to any other person or persons whosoever, and shall do all acts of the like kind which shall be necessary in order to the commencement or prosecution of any of the works hereby contracted for, other than such as may be required by the contractors for temporary purposes, and the company shall use their best endeavours to procure the consent or approval of any such bodies, companies, person or persons, and all expenses incurred for and in the giving of such notices or obtaining such consent or approval, or consequent thereon, or in order to the compliance with any condition of such consent or approval shall be borne and paid by the company; and in

XLIII. Between Railway Company and Contractors for Con

Line.

case by reason of the not giving of such notice or notices. or not doing such acts as aforesaid, or in case of any other obstruction to the progress of the works occasioned by the acts or defaults of the company in these respects, any delay struction of in the progress or completion of the works shall arise or be occasioned, then the time of such delay shall be added to the time agreed on for the completion of the works without prejudice to any claim to compensation for damage, if any, sustained by the contractors by reason of such delay.

in stock.

- 36. PROVIDED ALWAYS that it shall be lawful for the com- Company may pany, upon giving from time to time one calendar month's pay part of consideration previous notice in writing of such their intention, to issue or to contractors transfer to the contractors in lieu of any sum not exceeding in the whole one-half the amount of any cash payment then due and to be made by the contractors, 57. per cent. stock of the company, and the last payment for the time being represented by stock in the hands of the contractors by virtue of such issue or transfer shall carry interest at the rate of 57. per cent. per annum as against the company for the time, in respect of such stock being issued or transferred until such stock shall be realized, and the dividends on such stock shall belong to the company: And the contractors shall from time to time be at liberty at their discretion to realize such stock, and give credit for the net proceeds thereof, and the difference between such net proceeds and the cash payments represented by the stock so realized shall be adjusted in the accounts of the company and the contractors on the occasion of the next certificate following each realization: And at the time prescribed for payment to the contractors of the first instalment of the guarantee fund, such stock as shall then remain unrealized shall be realized, and a final adjustment of accounts, except as to the guarantee fund, shall be made, and the balance paid in cash: And as to the guarantee fund the company shall be at liberty, when and as the same shall be payable, to pay without previous notice one-half thereof in cash and the other half thereof in such stock as aforesaid at the market price of the day.

execute bond.

37. The contractors on the execution of these presents Contractors to shall enter into and execute a joint and several bond (of which a copy has been submitted to and approved of by the contractors) in the penal sum of 50,000l., for the due execution of and performance of all the works, matters, things,

XLIII.

Between Rail

and presents aforesaid, and the completion thereof, in the way Company manner and subject as aforesaid.

and Contrac

tors for Con

Line.

38. The matters herein referred to and specified as being struction of in case of difference subject to settlement by arbitration shall, in case the necessity for such arbitration shall arise, be referred to A. B. of -, and him failing, to an engineer, to be nominated by the President of the Institution of Civil Engineers; And every such arbitration and the award to be made thereupon shall be final and conclusive.

Arbitration clause.

Agreement may be made

a rule of court.

39. AND IT IS HEREBY AGREED AND DECLARED by and between the said parties to the said presents that it shall be lawful for either of them to cause these presents to be made a rule of her Majesty's High Court of Justice.

IN WITNESS Whereof the contractors have hereunto set their hands and seals, and the company have caused their common seal to be affixed the day and year first above referred to. THE SCHEDULE ABOVE REFERRED TO.

Parties.

Recitals:

Power of L. Company to raise capital and maintain

and to make

line.

XLIV. AGREEMENT by a RAILWAY COMPANY for the WORKING, Management, Maintenance, and Repairs of a RAILWAY belonging to ANOTHER COMPANY.

ARTICLES OF AGREEMENT made the

day

of 18-, BETWEEN the L. B. and W. Railway Company (hereinafter called the L. Company), of the one part, and the M. W. Railway Company (hereinafter called the M. Company), of the other part. WHEREAS by the L. B. and W. Act, 18-, with which the Railway Clauses Consolidation Act, 1845, is incorporated, and by which the L. Company was incorporated, the L. Company is authorized to raise a capital of 300,0007. by shares, and to borrow on mortgage a sum not exceeding 125,0007., and to make and maintain the L. B. and W. Railway, commencing by a junction in the parish of B. with the M. W. Railway, and terminating by a junction Powers of the in the parish of D, with the Railway; AND WHEREAS two com- the said L. Company and the M. Company (hereinafter called panies to enter into working the two companies) are authorized from time to time to enter into contracts or arrangements with respect to the following

agreements.

XLIV. Between two

Railway Companies for Management and Working

of Line.

purposes or any of them, (that is to say) the working, management, maintenance, and repair of the L. Company's railway, and the collection, conveyance, and conduct of the traffic thereof and the supply of any rolling or working stock, or of any officers or servants required for such purposes, the fixing and bringing of the tolls, rates, and charges, arising on the L. Company's railway or on any part thereof, the division between the two companies of the receipts arising from the traffic upon the L. Company's railway, or which might have been conveyed on the same, and the payments to be made respectively by one company to the other with respect to any of those matters; AND WHEREAS the convenience of the public and the interest of the two companies, respectively, would be promoted by the working by the M. Company of the railway of the L. Company in connection with the railways of the M. Company, and the two companies have determined to enter into and execute these presents by way of agreement as hereinafter appearing; AND WHEREAS these presents have of this agree been submitted to and approved by not less than three-fifths ment having of the votes of the shareholders present, personally or by mitted to and approved by proxy, at extraordinary meetings of the respective companies, general meetparties to this agreement, specially convened for the purpose, ings of the respective the extraordinary meeting of the L. Company for the purpose companies. having been held on the twenty-seventh and by adjournment on the thirtieth day of May, one thousand eight hundred and eighty-three, and the extraordinary meeting of the M. Company for the purpose having been held on the twenty-third and by adjournment on the thirtieth day of May, one thousand eight hundred and eighty-three. NOW THERE- Agreement: FORE THESE PRESENTS WITNESS that it is hereby mutually agreed by and between the L. Company and the M. Company as follows (that is to say):

been duly sub

tion of terms.

"The L.

1. The expression "the L. Railway," wherever hereinafter Interpretaemployed, means and includes the L. B. and W. Railway as authorized by the recited Act; and the sidings, stations, works, Railway;' and conveniences connected therewith, and those works and conveniences respectively include all works and conveniences for landowners and others which under Act of Parliament or contract the L. Company are already or hereafter shall be bound to make.

2. The word "traffic," wherever hereafter employed, means "traffic;" and includes all passenger, small parcel, animal, goods, mineral

B.-VOL. I.

Q Q

XLIV.

Between two

and other traffic whatsoever, whether local or through, and Railway Com- also all troops, police and mails to be conveyed by the M. panies for Company on the L. Railway, or any part thereof.

Management and Working of Line.

"debenture debt;"

"paid-up capital."

Completion of railway.

Appointment of joint committee of di

rectors.

3. The expression "L. debenture debt," wherever hereafter employed, means and includes the amount from time to time secured by mortgages granted by the L. Company under the authority of the recited Act.

4. The expression "L. paid-up capital," wherever hereafter employed, means and includes so much as from time to time is paid up, whether on deposit or calls, or in anticipation of calls, of the L. Company's capital of £300,000 by the recited act authorized to be raised by shares.

5. The L. Company will make and complete the L. Railway with a single line of rails on the narrow gauge, with sufficient lengths of double line at or near stations, and including all proper and sufficient crossings, cross-over roads, junctions, sidings, stations, station-houses, station fixtures, fittings and furniture, sheds, cranes, water tanks, water cranes, signals, electric telegraph, and other works and conveniences, and including all proper and sufficient dwellinghouses at level crossings where necessary, and so that the railway shall at the latest, by the time limited by the recited Act, or by any Act the L. Company may obtain for extending such time for the completion thereof, be completed and ready to be approved by the Government Inspector of Railways as being in all respects fit to be opened and used for public traffic, and to be approved by the engineer for the time being of the M. Company.

6. After the opening of the L. Railway, or any portion thereof for public traffic, and during the continuance of this agreement, a joint committee consisting of six directors, three of whom shall be chosen by the board of the L. Company, and three by the board of the M. Company, shall be, and form a joint committee for carrying out the provisions of this agreement, and all questions, matters, and things touching or relating to the order, management, and directions of the L. Company under this agreement, shall in all cases be determined, ordered and carried out by such joint committee, and at every meeting of the said joint committee one of the members thereof, selected alternately, from each of the said boards shall be chairman of such joint committee, and such chairman shall have no casting-vote.