officer of the party on whose trains such damages or injuries may occur, shall settle the same, and the release shall be made to include and free both companies from further liability.

TENTH.-In case of any interruption or delay to the traffic of the road by reason of the destruction of any structure by fire, the washing out of bridges or embankments, or destruction or damage caused by wrecked train, tornado, cyclone, or the elements generally, or in case of interruption from any cause, neither party shall have the right of action for damages as against the other party for such delay to traffic, or damages to persons or property by reason of such delay.

ELEVENTH. In all cases of collision between the trains of the parties, the party whose men or trains are in fault, and are or shall have been found to have been the occasion of the collision, shall be held responsible to the other party for all damages done, or resulting from the collision, and in case the proper officers of the two parties cannot agree, and settle the question as to whose train or men were or were not in fault, and were the cause of the casualty, or the amount of damage done, then the question shall be referred in the manner hereinafter provided for the settlement of differences, and amicably adjusted, and each party shall abide by and perform the award, and comply with the decision of the referees, which shall, in all cases, terminate the controversy or difference.

TWELFTH. In case of the destruction or damaging of any of the depots, buildings, bridges, culverts, or other appurtenances, as a result of the carelessness or by reason of the negligence, of either one of the parties to this contract, the expense of replacing or renewing the property shall be entirely paid by the party at fault, provided that the said replacing or renewal shall be of the same general character as the work destroyed.

THIRTEENTH.-In case, by consent of both parties hereto, the new work substituted for the old shall be of a better character than the old, and can be considered as a betterment, and as improving the value of the property, then so much of the cost as would restore the property to its original condition shall be paid by the party at fault, as above provided, and the balance of the expense shall be added to the capitalized account, and interest upon one-half thereof, at the rate of four per cent per annum, shall, during the continuance of this agreement, be paid by the party of the second part.

FOURTEENTH-The expenses charged to the maintenance of the property used in common shall include repairs and renewals of tracks (including new rails, ties, and labour incident thereto) ballast, depots, platforms, water stations, stock yards, cattle guards, road crossings, replacing in similar character of embankments, culverts, bridges, masonry, fencing, and such other structures as may have been destroyed, or damaged, from any

cause.

FIFTEENTH.-All permanent improvements of the property and betterments in the way of masonry, iron bridges, and the

60 VICT. substitution thereof for wooden structures, or the substitution of embankments, or masonry, for wooden structures, or for structures of a temporary character, and of new depots, tanks, side or double tracks, ballast (at such points as the track is not already ballasted) and real estate purchased, shall be from time to time added to capital account, and interest on one-half the cost of such permanent improvements, betterments, and real estate, shall be paid by the party of the second part during the continuance of this agreement, at the rate of four per cent per annum, provided, however, that no permanent improvement, or betterment, or real estate on which interest is to be charged, shall be made, or purchased, unless the consent of the said party of the second part to such improvement, betterment, or purchase, be first obtained; and provided also that the value of all iron, and other materials replaced, as provided for in this clause, shall be credited to the capital account, thereby reducing, to that extent, the amount on the half of which interest is to be payable by the party of the second part, and the balance only shall carry interest, as herein provided.

SIXTEENTH.-The party of the second part further agrees that it will do freight and passenger business over the said joint section as follows: Passenger and freight business between the city of Toronto and the city of Hamilton shall be considered through business, and the party of the second part shall have the right to handle it over the said joint section, in competition with the party of the first part and all others, but business between either Hamilton or Toronto and an intermediate station on the said joint section, or business between two intermediate stations on the said joint section, shall be considered local business of the party of the first part, which the party of the second part shall not be permitted to handle, except as hereinafter provided. The party of the second part shall have the right to take passengers or freight from, or to, any station on the said joint section, originating at, or destined to any point on its own lines or its connections, beyond the said joint section, in either direction, and it shall be the duty of the agents on the said joint section to waybill and handle such freight and ticket such passengers without discrimination or hindrance, and the party of the first part shall account to the party of the second part therefor, in the same manner as if such agents were the agents of the party of the second part. In case it shall be found to be impracticable to prevent passengers from riding on the trains of the second party between local points on the said joint section, between which the party of the second part is prohibited from doing business, as above described, the party of the second part shall collect tolls for the transportation of such passengers, in accordance with the current tariff of the party of the first part, and shall pay over to the party of the first part seventy-five per cent of the revenue received therefrom.

SEVENTEENTH-An accurate account shall be kept, and rendered monthly of all such business done by the party of

the second part between local points of the said joint section, and all amounts to be paid to the party of the first part, by the party of the second part, on account thereof, shall be promptly paid by the said second party to the said first party, at their office in Montreal, on or before the twentieth day of the ensuing month.

EIGHTEENTH.-An accurate account shall be kept by the party of the first part, and rendered monthly to the party of the second part and as much in detail as it is reasonable and fair, of all expenses of maintaining and renewing the property as is stipulated in this contract, used by the parties hereto in common, also the expenses of agents, operators, flagmen, watchmen, and similar employees, engaged in the operation of the said joint section, and the proportions thereof due by the party of the second part shall be promptly paid to the party of the first part by the party of the second part, at such times, and in the manner hereinafter set forth.

It is understood that there shall also be included in the expenses contemplated in this section, all municipal and other taxes payable by the party of the first part, in respect of the said joint section, a fair proportion of the salary paid to the superintendents, and chief engineer of the Grand Trunk Company, and to its train despatchers on the said joint section, and the payments of the proportions thereof due by the party of the second part, are also to be made monthly, on or before the twentieth day of every month, for the expenses of the preceding month; it being the intention of the parties hereto that the party of the second part should, except as provided for in clause fifteenth, pay towards the expenses in any way connected with the use, repairs and renewal of the tracks and other railroad property covered by this agreement, the proportion hereinafter mentioned in clause twentieth, provided always that the value of all old rails, iron, and other materials renewed, or replaced, as provided for in clause fourteenth, shall be credited to the expenses of maintenance, thereby reducing, to that extent, the amount of expenses to which the party of the second part is to contribute, and the party of the second part shall only be liable to contribute to the balance of such expenses in the said proportion.

NINETEENTH. The party of the second part hereby accepts the demise and grant for the period of the time herein before named of the above described property and rights, and agrees to pay therefor, to the Grand Trunk Railway Company, at its office in Montreal, the following sums: For the use of the buildings, tracks and appurtenances from Hamilton Junction to Toronto, and for the said rights an annual sum, or rental, of forty thousand dollars, and a proportional sum for any fraction of a year; such rental to begin to accrue on the day on which the party of the second part begins to run its trains over the said joint section.

TWENTIETH.—The payment of the said sum of forty thousand dollars is to be made in equal sums monthly, that is to say,

three thousand three hundred and thirty-three dollars and thirty-three cents ($3,333.33) per month on the first week day of every month in each year, or a proportionate sum for any fractional part of a month, the first payment to be made on the first week day of the month next following the day on which the party of the second part begins to run its trains over the said joint section. And the party of the second part shall also pay monthly such proportion of all expenses incurred in the previous month, and of the cost of maintenance of the tracks, bridges, buildings, fences and other fixtures appertaining or connected with the operation of the said joint section, as the number of cars of all classes, both loaded and empty, transported over the said joint section or any portion thereof by the said second party shall bear to the whole number of cars transported over the said joint section or any portion thereof, such payment to be made on or before the twentieth day of the succeeding month or within ten days after an account showing the amount due for the month has been rendered by the party of the first part to the party of the second part.

TWENTY-FIRST. The said party of the second part shall also pay to the party of the first part for services performed by and supplies furnished to operators, bridge watchmen, flagmen, station agents and employees during the next preceding month as follows: Agent, operator and station supplies at the Hamilton Junction, one-half; other agents, watchmen, flagmen and employees engaged in the operation of the said joint section, the same proportion as may be charged under clause twentieth in the general accounts rendered monthly for maintenance as above provided; such payment to be made on or before the twentieth day of the succeeding month or within ten days after an account showing the amount due for the month has been rendered by the party of the first part to the party of the second part.

TWENTY-SECOND.-From time to time and at all times during the continuance of this agreement the party of the first part will allow proper inspection by the party of the second part of all books, accounts, returns, and vouchers, for the purpose of checking or verifying any account or accounts rendered by the party of the first part to the party of the second part in pursuance of this agreement, and the party of the second part shall have the right from time to time to employ an auditor to investigate the accuracy of any such account or accounts, and the party of the first part shall from time to time afford all proper facilities for such investigation; and neither the acceptance of any such account or accounts nor the payment thereof by the party of the second part shall prejudice its right to an audit or verification; and if upon any such audit or verification or at any time it shall be found that the party of the second part has paid to the party of the first part any sum or sums of money which it was not liable to pay under the provisions of this agreement it shall be entitled to demand

and collect the same from the party of the first part and the party of the first part will refund the same.

TWENTY-THIRD. The expenses of the maintenance of the track and property, also of all renewals shall be paid for by the party of the first part, and all work incident thereto shall be done by its own men, and under the direction of the officers of the said party of the first part which said officers shall have care of the property used in common, and decide as to the character of the work to be done, direct, superintend, and supervise the conduct of the work, and expenditures incident thereto, and have full charge of all matters pertaining to the physical condition of the property.

TWENTY-FOURTH.-It is hereby further expressly agreed and understood, in reference to the payment to be made by the said party of the second part of rental or interest on any betterment or improvement, or cost of maintenance or operation of the said joint section, that time is of the essence of this contract, and in case the party of the second part shall fail to make the payments herein stipulated to be made when and where they shall become due and payable and for thirty days after a demand in writing of the same shall have been made by the party of the first part to the party of the second part, then and in that case this lease and contract at the option of the party of the first part shall cease and be null and void, and the said party of the first part may at once and without notice, exclude and remove the trains, engines, and other property of the party of the second part from the said demised premises or from any part thereof; Provided, however, that this clause shall not be construed as preventing the party of the second part from reclaiming and recovering from the party of the first part any amount that may have been paid which the party of the second part may claim to be in excess of the amount properly payable under the terms of the agreement and which may be awarded as due to the party of the second part in any arbitration held as hereinafter provided.

TWENTY-FIFTH.-If so requested by the party of the second part the said party of the first part shall furnish daily to the engines of the said party of the second part such amount of coal as may be necessary in the transportation of the trains of the said second party over the road of the said first party, and the said second party shall pay promptly monthly to the said first party on or before the twentieth day of the next ensuing month, at the place heretofore mentioned, such correct bills for fuel as the said first party may render, provided, however, that in making of said bills fuel shall be charged to the party of the second part at a fair reasonable price, which price shall be the original cost of the coal, on track at point of delivery to the party of the first part and the cost of transportation over the line of the party of the first part at the rate of one-half cent per ton per mile and the cost of handling.

TWENTY-SIXTH.-The said party of the first part hereby agrees that when necessary, its men employed for such purpose shall