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as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 128
The Northern Pacific and Manitoba Railway Company Act
WHEREAS An Act respecting the Northern Pacific and Manitoba Railway Company was assented to September 4, 1888;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS an Agreement has been formulated for the purpose of acquiring, constructing, aiding, maintaining and operating certain lines of railway described in said Agreement, a copy of which is appended hereto marked "Schedule A," together with a system of telegraph, telephone and express lines to be operated in connection therewith, and whereas it is expedient to approve and ratify said Agreement and to make provision for carrying the same into effect;
AND WHEREAS it is considered advisable to continue this Act in the body of Manitoba's laws in its original form without revision;
AND WHEREAS the Minister of Justice has caused this Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows:-
Agreement Approved and Government authorized to perform its conditions
First: The said Agreement, a copy of which is appended hereto, marked "Schedule A," is hereby approved and ratified, and the Government of the Province of Manitoba is hereby authorized to perform and carry out the conditions thereof according to their purport.
Incorporation of N.P. and Man. Ry Co.
Second: That Thomas F. Oakes, John W. Kendrick, James McNaught, and all such other persons who shall or may be associated with them and their successors, are hereby created and erected into a body corporate and politic in deed and in law, by the name, style and title of the "Northern Pacific and Manitoba Railway Company," and by that name shall have perpetual succession and shall be able to sue and to be sued, to plead and be impleaded, defend and be defended in Courts of Law and Equity within the Province of Manitoba, and may make and have a common seal.
Interpretation of "The Company"
Third: The words "The Company" wherever used in this Act, shall mean the "Northern Pacific and Manitoba Railway Company."
Railways that may be constructed and operated by "The Company"
Fourth: The Company is hereby authorized and empowered to acquire, complete, lay out, locate, construct, furnish, maintain, operate and enjoy railway lines, with the appurtenances in the Province of Manitoba, viz: The railway known as the "Red River Valley Railway," located between the International Boundary line and the City of Winnipeg, and an extension thereof from a point at or near the City of Winnipeg to the town of Portage la Prairie, and also a line of railway between (a point at or near) the town of Morris and the City of Brandon, and also such other extensions and branches within the limits of the Province of Manitoba as the Company and the Lieutenant-Governor-in-Council may hereafter agree upon, and may charge and collect fares, tolls and charges for transportation of persons and property over said railways or any part thereof.
Telegraph and Telelphone lines
Fifth: The Company is hereby authorized and empowered to construct, maintain and operate a system of telegraph and telephone lines along the said railways.
Express business
Sixth: The Company is hereby authorized and empowered to engage in and carry on the express business on said railway lines.
Railway Act of Manitoba part of this Act
Seventh: The several clauses of the Railway Act of Manitoba shall be, and the same are hereby incorporated in, shall be deemed to be a part of this Act; except in so far as the same are inconsistent with this Act.
Provisional Directors
Eighth: The said Thomas F. Oakes, John W. Kendrick, James McNaught, the Railway Commissioner of the Province of Manitoba for the time being, and one other person to be designated by the Government within ten days from the coming into force of this Act, are hereby constituted provisional directors of the Company.
Capital stock
Ninth: The capital stock of the Company shall be one million dollars, divided into ten thousand shares of one hundred dollars each. At least twenty-five per centum of said stock shall be subscribed and at least ten per centum of the amount subscribed actually paid and deposited to the credit of the Company in a Chartered Bank in the Province of Manitoba, before the Company shall commence business. No subscription for shares shall be valid and binding until at least ten per centum thereof is paid up.
Quorum and powers of Directors
Tenth: The Directors, of whom three shall be a quorum for the transaction of business, shall have full power to make and prescribe such by-laws and rules and regulations as they shall deem needful and proper touching the subscription, calls and disposition of the stock, and touching the disposition and management of the property, estate and effects of the Company, the transfer of shares, the duties and conduct of their officers and servants, touching the election and meeting of the Directors, and all matters whatsoever which may appertain to the concerns of the Company; and the said Board of Directors shall have full power to appoint such engineers, agents and subordinates as may from time to time be necessary to carry into effect the object of the Company, and do all acts and things touching the acquisition, location and construction, maintaining and operation of said railway, telegraph and telephone lines.
Railway Commissioner of Manitoba an ex-officio Director
Eleventh: That the Railway Commissioner of the Province of Manitoba shall, ex-officio, be one of the Directors of the Company.
Director to be nominated by Lieutenant-Governor-in-Council
Twelfth: That on or before the first Monday of December of each and every year, the Lieutenant-Governor-in-Council of the Province of Manitoba shall designate and name a person who shall be a director of the Company for the next ensuing year. In case of the death or resignation of the said Director, the Lieutenant-Governor-in-Council may appoint a successor for the unexpired period.
Annual Meeting of Stockholders and election of Directors
Thirteenth: The annual meeting of the stockholders and directors shall be held on the first Monday in December of each and every year, at the head office of the Company which shall be in the City of Winnipeg, between the hours of eleven o'clock in the forenoon and four o'clock in the afternoon on said day. It shall be the duty of the stockholders at the time of said annual meeting to elect three (3) Directors, but in case it shall so happen that the election of Directors shall not be made on said day or in the manner prescribed by the by-laws of the Company, the corporation shall not from that cause be deemed to be dissolved, but such election may be holden on any day which shall be appointed by the Directors, and the Directors so elected and designated shall hold their offices for one year and until others are chosen in their places and qualified.
Notice to be given when Board Meeting held outside Winnipeg
When meetings of the Board of Directors are held, in places outside of the City of Winnipeg, written notice shall be given to each Director ten days before the date of such meeting, stating the time and place of such meeting, and no business other than that stated and described in such written notice shall be transacted.
Qualification of Directors
Fourteenth: That no person shall be qualified to be a Director unless he be the holder of at least ten shares of stock in the Company, and unless he has paid all calls and assessments made thereon; provided, however, that the Railway Commissioner and the Government Director shall be eligible to the office without holding or owning any shares of stock in the Company.
Shareholder entitled to one vote for each share
Fifteenth: In the election of the three Directors to be elected annually by the stockholders, and in the transaction of all business at shareholders meetings, each shareholder shall be entitled to one vote, either in person or by proxy, for each share of which he is a registered holder, and upon which all calls and assessments have been paid.
Who may hold stock
Sixteenth: That all persons except as hereinafter and in Schedule A provided, whether British subjects or aliens, or residents of Canada or elsewhere, shall have equal rights to hold stock in the Company, and to vote on the same, and shall be eligible to hold office as Directors or Officers in the Company.
The Company may receive lands, etc., from the Government or any person
Seventeenth: The Company may receive, either from the Government or from any person or bodies corporate or politic, lands, loans, gifts, money or securities for money, howsoever granted, in aid of the acquisition, construction, completion, equipment, and maintenance of the said railway, telegraph and telephone lines.
Deeds to the Company may be in the form of Schedule B
Eighteenth: All deeds and conveyances of lands to the Company for the purposes of the Act, in so far as circumstances will admit, may be in the form of Schedule "B" to this Act subjoined, or in any other form to the like effect, and for the purpose of the due registration of the same, all registrars in their respective counties or districts and the Registrar General of the Province, under the provisions of the Real Property Act of 1885, and amendments thereto, are required to register in their register books, such deeds and conveyances upon the production thereof, with an affidavit of the due execution thereof, and shall minute the registration of entry on such deeds, and the
Registrar or Registrar General, as the case may be, shall receive from the Company on any deed set forth in the form of the said Schedule "B" for the registration thereof, and for a certificate of the same, one dollar and no more, and such registration shall be deemed to be valid in law, any statute or provision of law to the contrary notwithstanding, but nothing in this clause shall compel the Registrar General to receive any such deed unless the land comprised therein has been brought under the operation of the Real Property Act.
Directors when authorized by Shareholders may issue Bonds not exceeding $16,000 per mile
Nineteenth: The Directors of the Company, under the authority of the shareholders, to them given by a resolution at the annual meeting or a special meeting called for that purpose, are hereby authorized to issue bonds under the seal of the Company, signed by its President, or other presiding officer, and countersigned by its Secretary, and such bonds shall be made payable twenty-five years after their date, at such place or places as may be designated in the bond, and shall bear interest at the rate of five per cent per annum; provided that the total amount of such bonds to be issued, shall not exceed sixteen thousand dollars per mile of the said railway, to be issued in proportion to the length of railway constructed or under contract to be constructed, and the Company is authorized to secure, and shall secure the payment of the principal and interest of said bonds by a mortgage deed on the Company's property and rights of property of all kinds and description, real, personal and mixed, including its franchise as a corporation, and as proof and notice of the legal execution and effectual delivery of said mortgage, it shall be filed and registered in the office of the Provincial Secretary of the Province of Manitoba, and such filing and registration shall be deemed to be valid, any statute or provision of law to the contrary notwithstanding. Provided that with respect to the Red River Valley line first Mortgage Bonds to the amount of seven hundred and twenty thousand dollars shall be issued as provided in Schedule A and such first Mortgage Bonds shall be a first lien and mortgage upon said Red River Valley line and equipment thereof and all other Bonds issued with respect to said Red River Valley line shall be second Mortgage Bonds thereon. Provided that in case the interest upon the Bonds of the Company or any of them is made payable in any place other than the City of Winnipeg then before any of such Bonds are guaranteed as herein provided by the Province of Manitoba, provision shall be made by the Company so that the said Province shall not have to pay any charge as exchange on account of such place of payment.
Government of Manitoba may guarantee interest on Bonds up to $6,400 per mile
Twentieth: The Government of Manitoba may guarantee the interest on the bonds of the Northern Pacific and Manitoba Railway Company to the amount of six thousand four hundred dollars per mile, at five per cent per annum, for a period of twenty-five years from the date of the issue of said bonds, subject to the conditions stipulated and contained in schedule "A."
Form of Guarantee
Twenty-first: The guarantee of interest on said bonds shall be in the following or equivalent words, printed or written on said bonds, signed by the Provincial Treasurer for the time being:
"Interest at five per cent per annum, payable yearly, is hereby guaranteed by the Government of Manitoba.
............................
Provincial Treasurer."
And on each coupon the following words, with a lithograph signature of the Provincial Treasurer for the time being:
"This coupon guaranteed by the Province of Manitoba.
.............................
Provincial Treasurer."
Operation of Guaranteed Bonds
Twenty-second: All bonds of the Company hereafter issued and guaranteed in the manner hereinbefore set forth, shall be deemed to be issued under the authority of this Act, and the interest thereon shall be a charge upon and payable out of the consolidated revenue fund of the Province.
Bonds may be made payable to bearer - transfers of them to be registered
Twenty-third: All the bonds, debentures and other securities hereby authorized, and the coupons and interest coupons thereon respectively, may be made payable to bearer, and shall in that case be transferable by delivery when registered in a book of transfers to bearer, and the Company shall keep a book in which such transfers shall be registered; said book shall be kept at the Company's office in the City of Winnipeg, and shall be open to inspection by the public during the usual business hours.
Powers of Company as to purchasing, running and crossing arrangements with other lines.
Twenty-fourth: The Company shall have power to acquire by purchase, to lease, or make running arrangements with any railway line in the Province of Manitoba, situated on the line or lines hereby authorized, or crossing or connecting with the same, except the Canadian Pacific Railway Company and the Manitoba South-Western Colonization Railway Company, and shall also have power to permit any railroad or railway company to run trains and carry on business over its lines, and shall also have power to make running arrangements with the Northern Pacific Railroad Company and the Duluth and Manitoba Railroad Company.
Expropriations
Twenty-fifth: The Company is hereby authorized and empowered to expropriate all lands necessary for right-of-way, station grounds, and also for gravel pits necessary for ballasting the said road, and water for the use of said railway and said right shall be exercised in the manner provided by the Railway Act of Manitoba.
Exemptions from all taxation for a certain period
Twenty-sixth: The Northern Pacific and Manitoba Railway Company, its right-of-way and superstructure including road-bed, station-grounds, buildings, rolling-stock, franchise, and other property of every kind and description belonging to the Company and used in constructing, maintaining and operating said railway system, shall be exempt from provincial, municipal, school and all other taxes or assessments imposed under any statute of the Province of Manitoba, or any by-law of any municipality thereof, until the earnings of said railways shall be sufficient to pay the expenses of operating and maintaining said railways, and interest upon the bonds actually issued by the said corporation in organizing, constructing, completing, equipping and maintaining said railways; provided, however, that such exemption from taxation shall not in any case extend over a period longer than twenty years, and provided that this clause shall only apply to railway lines built under the provisions of the agreement set forth in Schedule A.
Amalgamation with certain Companies prohibited
Twenty-seventh: Nothing contained in this Act shall be deemed to authorize the Company to, nor shall the Company directly or indirectly, or any of its shareholders directly or indirectly, amalgamate with the Canadian Pacific Railway Company, or the Manitoba Southwestern Colonization Railway Company, or to make or enter into any agreement, conveyance, lease, transfer of stock or other instrument, contract, act or thing, with the Canadian Pacific Railway Company, or the Manitoba Southwestern Colonization Railway Company, or any of the shareholders of either of them or any other person or persons or corporation, whereby in any manner the Canadian Pacific Railway Company, or the Manitoba Southwestern Colonization Railway Company, or any of its shareholders or either of them, or any person or persons, or corporation in their interests, shall directly or indirectly, obtain entire or partial control of the whole or part of the undertaking, or of the railway or of its management, or of its freight rates, and every such agreement, conveyance, lease, transfer of stock, or other instrument, contract, act or thing, shall be wholly void.
Power to build bridges
Twenty-eighth: The Company shall have the power to construct and maintain such bridges as shall be necessary or convenient for the use of said railway, provided, however, that no bridge shall be constructed over a navigable river or water without such bridge has been authorized by order of the Governor-General-in-Council.
Acceptance of Act by N.P. and Manitoba Railway Company
Twenty-ninth: That the acceptance of the terms, conditions and impositions of this Act, by the said Northern Pacific and Manitoba Railway Company, shall be signified in writing under the corporate seal of the Company, duly executed pursuant to the direction of its Board of Directors, first had and obtained, which acceptance shall be made within forty days from the date this Act is assented to, and said acceptance shall be served upon and filed with the Railway Commissioner of the Province of Manitoba.
Nothing in this Act to contravene Dominion Jurisdiction
Thirtieth: Nothing herein contained shall be construed to contravene the jurisdiction of the Parliament of the Dominion of Canada, and the provisions of this Act shall in all cases be deemed and construed to be limited to the jurisdiction of the Legislature of the Province of Manitoba.
Provision to be printed on stock of Company
Thirty-first: The following provision shall be printed upon the stock issued by the Company and shall be lawful and binding, to wit: The Company hereby agrees not to permit or allow any of its stock to be transferred, sold or assigned to the Canadian Pacific Railway Comapny or the St. Paul, Minneapolis and Manitoba Railway Company or to any of the officers, shareholders or directors of said Companies or to be held, owned or controlled by any person or persons, company or companies, corporation or corporations in the interest of either or both of said Companies. The purchase of any stock of said Company by such prohibited persons or corporations, shall work a forfeiture of such stock.
Annual Report to be furnished to Government
Thirty-second: The Company shall furnish to the Government an annual report showing fully the operations, financial and otherwise of the Company for the year.
Public Act to come into force on proclamation
Thirty-third: This Act shall be deemed a Public Act, and shall come into force on proclamation by the Lieutenant-Governor-in-Council.
Amendments
Thirty-fourth: This Act is amended to the extent required to give effect to the Acts and parts of Acts set out in the Appendix.
SCHEDULE A
Agreement
This Agreement made and executed, in duplicate, this day of one thousand eight hundred and eighty-eight, between Her Majesty, The Queen, acting through and represented by the Hon. Joseph Martin, Railway Commissioner, for the Province of Manitoba, hereinafter, called the Commissioner, party of the first part and the "Northern Pacific and Manitoba Railway Company," hereinafter called the Company, party of the second part.
The parties hereto respectively covenant and agree the one with the other in the manner following, that is to say:
Commissioner to construct R.R.V. Railway between certain points
First: The Commissioner shall furnish all material for and shall construct the Red River Valley Railway from the International Boundary line at the Northern terminus of the Duluth and Manitoba Railroad to a point on the south bank of the Assiniboine River in the City of Winnipeg. The said Red River Valley Railway shall be constructed on the dump as it now is (continued to the bank of the said river), which it to be taken as complete, in accordance with the contract entered into between the Commissioner and J.D. McArthur for track lying and surfacing, but no ballasting is to be done by the Commissioner. The Commissioner shall obtain the right of way for said railway between the points mentioned and shall build said railway according to the plans and specifications submitted to J.W. Kendrick by the Commissioner on July the 3rd, 1888, which said specifications are hereby referred to and made a part of this Agreement. The buildings and terminal tracks at Winnipeg not to be erected by the Commissioner. The said work on said railway shall be completed within sixty days from the 27th day of July, 1888.
On completion Commissioner to sell R.R.V. Railway and certain rolling stock to Company
Second: Upon completion of the said railway the Commissioner shall sell and convey the same including rolling stock described as follows:
Two locomotives, 17x24 inch cylinder,
Thirty box cars of 40,000 lbs. capacity each,
Twenty-eight flat cars 40,000 lbs. capacity each,
Eight hand cars, and
Eight push cars,
to the Company for the price of seven hundred and twenty thousand dollars, to be paid by the delivery of first mortgage bonds (at the face value) of the Company issued on said line to the Commissioner, principal payable in twenty-five years, bearing interest at the rate of five per cent per annum, payable annually.
Company to build permanent draw-bridge across Assiniboine at Winnipeg
Third: The Company shall construct a suitable Howe Truss Wooden Draw Bridge across the Assiniboine River at Winnipeg in continuation of the said railway line as a permanent bridge of a standard equal in all respects to the wooden bridge built by the Duluth and Manitoba Railway Company across the Red River of the North at Grand Forks in the Territory of Dakota. The said bridge to be fully completed and ready for use and operation within one year from the twenty-seventh day of July, A.D. 1888, and the Company shall also construct a temporary pile bridge over the said Assiniboine River at or near the location of the said permanent bridge which said pile bridge shall be completed and ready for operation on or before the first day of October, A.D. 1888, and the Commissioner agrees to pay to the Company as a bonus the moneys actually expended in the construction of the said permanent and pile bridges not to exceed in all the sum of forty thousand dollars, and the Company further agrees to locate the station buildings in the City of Winnipeg on the North side of the said Assiniboine River on or before the fifteenth day of October, A.D. 1888, and to erect and complete on the said location all suitable buildings necessary and requisite for the proper and efficient operation of the said railway line, and the Company further agrees to provide at its own proper costs and charges all the right of way for all terminal facilities within the City of Winnipeg, and the Company further agrees to efficiently operate the said line of railway to said point on the South bank of the said river from and after the date of the completion thereof by the Commissioner and also to fully and efficiently operate the said railway from the point where the said station buildings are located on the North side of the Assiniboine River in the City of Winnipeg, within a reasonable time after the completion of the said temporary pile bridge.
Commissioner to procure right of way for Portage extension
Fourth: The Commissioner shall as soon as possible locate and acquire the right of way for a railway from a point on the said Red River Valley Railway at or near Winnipeg, to the Town of Portage la Prairie, and shall on behalf of the Company pay all the money to the extent hereinafter mentioned actually and necessarily expended in the construction of said railway on said right of way from said City of Winnipeg to the Town of Portage la Prairie and in purchasing equipment for the same. The said railway shall be constructed under the direction of the Company and shall be completed to an extent so that the same may be operated not later than the first day of November, A.D. 1888. The moneys aforesaid to be paid by the Commissioner upon the order of the Company to the order of the persons furnishing material and equipment and doing work and conveying right of way and otherwise contributing to the work of constructing said railway. The amount of money to be so paid by the Commissioner for right of way and all other purposes is not to exceed the sum of four hundred thousand dollars, and the Company shall provide all the money necessary to complete said line over and above said sum. The legal title to and the ownership of the said Portage la Prairie line and equipment as the same are paid for from time to time shall vest in the Commissioner, but the Company shall be entitled to possession thereof for the purpose of working said railway, and while operating the same the Company shall be responsible for all damages to persons or property on account of any or all acts or omissions of its officers or employees. All money so paid by the Commissioner as aforesaid shall be repaid by the Company to the Commissioner in cash on or before the first day of May, 1889. Upon such moneys being so repaid the Commissioner shall convey to the Company said right of way and the railway so constructed thereon and all the equipment thereof. In default of the repayment of the said moneys so paid by the Commissioner as aforesaid when the same becomes due as aforesaid, the Commissioner shall be entitled to take possession of the said line and equipment thereof, and in the event of the default in payment of the said moneys as aforesaid continuing until the first day of August, A.D. 1889, then the Commissioner shall not only be entitled to take possession of the said Portage la Prairie line, but also to enter upon and take absolute possession and control of the said Red River Valley Railway line and all the equipment thereof and to operate the same for the benefit of those whom it may concern. Provided that in case such payment is not made on or before the first day of May, A.D. 1889, the Company shall pay interest upon the same to the Commissioner at the rate of five per cent per annum from the said first day of May until actual payment.
Company to construct draw-bridge across Assiniboine at Portage la Prairie
Fifth: The Company shall construct a suitable Howe Truss Draw bridge across the Assiniboine River at or near Portage la Prairie in continuation of the said railway line as a permanent bridge of a standard equal in all respects to the wooden bridge built by the Duluth and Manitoba Railway Company across the Red River of the North at Grand Forks in the Territory of Dakota. The said bridge to be fully completed and ready for use and operation on or before the first day of November, A.D. 1889, and the Company shall also construct a temporary pile bridge over the said Assiniboine River at or near the location of the said permanent bridge, and the Commissioner agrees to pay to the Company as a bonus therefor the moneys actually expended in the construction of the said permanent and pile bridges not to exceed in all the sum of forty-thousand dollars.
The Company hereby agrees that it will if required by the Commissioner, construct the said bridge near Portage la Prairie so that it may be used as an ordinary traffic bridge in the manner the Louise Bridge over the Red River at Winnipeg is now used, provided the Commissioner pays the extra cost caused thereby, and provided the Commissioner procures the Municipality of Portage la Prairie to enter into an agreement with the Company to maintain said bridge while so used as an ordinary traffic bridge and to provide a watchman for said bridge while so used.
Sum to be paid by Commissioner for construction of bridge
The amount of money to be paid by the Commissioner for the construction of said permanent bridge and temporary pile bridge, is not to exceed is the whole the sum of forty thousand dollars, and also the additional cost of constructing the said bridge, so that the same may be used as a public highway ordinary traffic bridge as aforesaid, in case it is so constructed.
Company to construct Morris-Brandon branch
Sixth: The Company hereby covenants and agrees to construct a railway from a point on the Red River Valley Railway at or near the Town of Morris to the City of Brandon, within one year from the first day of November, A.D. 1888, and to construct twenty miles of said railway on or before the first day of December, 1888, and to complete said Red River Valley Railway line and Portage la Prairie line as herein provided for.
Standard of construction
Seventh: It is further agreed that all said lines of Railway when completed shall be of a standard equal to the standard of the Main line of the Northern Pacific Railroad in the United States of America east of the Missouri River
Company to equip and operate all said lines
Eighth: The Company also covenants and agrees forthwith after construction to sufficiently equip and from thenceforth efficiently operate and continue to operate all the said lines of railway.
Mortgage Bonds
Ninth: It is hereby agreed between the parties hereto that legal authority shall be obtained for issuing mortgage bonds on the said railway lines by the Company to the extent of not more than sixteen thousand dollars per mile for each mile of said lines of railway which bonds shall be used for the purpose of acquiring, building and equipping the said lines and for the other purposes herein enumerated, and it is expressly agreed that the $720,000.00 of bonds issued on the Red River Valley line to be handed over to the Commissioner as aforesaid in payment for the said line, shall be first mortgage bonds, and the balance of $320,000.00 of bonds issued on said Red River Valley line shall be second mortgage bonds.
Company to deliver to Commissioner first and second Mortgage Bonds on R.R.V. Railway
Tenth: It is further agreed that upon the issue of the said bonds by the Company the Company shall deliver to the Commissioner: 1st, The bonds of the Red River Valley Railway line at par to the extent of $720,000.00 of first mortgage bonds in payment for the said line and also the remainder of the issue of $16,000.00 per mile, namely: $320,000.00 of second mortgage bonds the interest upon which $320,000.00 of second mortgage bonds is to be guaranteed by the Government of Manitoba and which are to be returned to the Company as hereinafter provided: 2nd, The bonds of the Portage la Prairie line at par to the extent of $6,400.00 per mile the interest upon which is to be guaranteed by the said Government and which are to be returned to the Company as hereinafter provided; and 3rd, The bonds of the Brandon line at par to the extent of the amount required to make up $6,400.00 per mile for the whole of the railways provided for in this agreement including the Red River Valley line the interest upon which is to be guaranteed by the said Government and which are to be returned to the Company as hereinafter provided, and the Commissioner agrees that the Government of Manitoba will guarantee the interest at the rate of five per cent per annum for twenty-five years on the said bonds of the Company to the extent of six thousand four hundred dollars per mile for each mile of said railway; the said guaranteed bonds to be delivered to the Company as follows: For every forty thousand dollars actually expended on the Red River Valley Railway in equipment, organization and the acquiring of terminal grounds, constructing terminals, tracks, etc., by the Company, (apart from the delivery of said $720,000.00 of bonds to the Commissioner) the Commissioner agrees to hand over to the Company an equal amount of guaranteed bonds in market value to be determined as hereinafter provided. The whole amount of guaranteed bonds to be so handed over in connection with the said Red River Valley Railway not to exceed the sum of three hundred and twenty thousand dollars, face value.
When Bonds on Portage extension are to be delivered to Company
The Commissioner further agrees in connection with the line from Winnipeg to Portage la Prairie to deliver to the Company guaranteed bonds to the extent of six thousand four hundred dollars per mile of said line upon the payment by the Company to the Commissioner of the said sum of four hundred thousand dollars or such less amount as the Commissioner may have paid out as provided in Section IV. of this agreement. It is further agreed that the balance of the authorized issue of bonds of the Company to the amount of $16,000.00 per mile on the Portage la Prairie line, namely: $9,600.00 per mile may be retained by the Company and the same or any portion thereof may be sold and disposed of by the Company, provided that no sale of such bonds shall be made until the price at which it is proposed to sell the same has been submitted to the Commissioner and an opportunity has been given him to obtain a better price therefor.
Further provisions as to delivery of Bonds to Company
It is further agreed that in the event of a sale of the said unguaranteed bonds or any portion thereof the proceeds thereof shall be paid over to the Commissioner before he shall deliver to the said Company any of the guaranteed bonds unless the value of the work done and equipment purchased by the Company for the Portage la Prairie line shall exceed the market value as hereinafter determined of the bonds guaranteed for said Portage la Prairie line, and in that event the Company shall only retain out of the proceeds of the said unguaranteed bonds the value of the work done and equipment purchased for said line in excess of the market value of the guaranteed bonds and shall deliver the balance of the proceeds to the Commissioner.
It is further agreed in the event of the said unguaranteed bonds not being sold that before the Commissioner shall deliver to the Company any of the said guaranteed bonds the Company shall deliver to the said Commissioner the said unguaranteed bonds.
It is further agreed in the event of the Company having sold a portion of the said unguaranteed bonds and retained a portion thereof that, before the Commissioner shall deliver to the Company any of the said guaranteed bonds, the Company shall place in the hands of the Commissioner the unsold unguaranteed bonds and in the event of the work done and equipment purchased being in excess of the amount in value of the proceeds of the guaranteed and unguaranteed bonds expended thereon, then the Commissioner shall deliver to the Company unguaranteed bonds to the amount in value of the excess at the price or value at which the Company sold the unguaranteed bonds.
On completion of each 20 miles of Morris-Brandon line Commissioner to hand Company guaranteed Bonds to the extent of $6,400.00 per mile
Eleventh: It is further agreed in connection with the line from Morris to Brandon that on the completion of each twenty miles thereof the Commissioner shall hand over to the Company guaranteed bonds to the amount of six thousand four hundred dollars for every mile of said twenty miles; and the Commissioner also further agrees to hand over to the Company on the completion of each twenty milles of said railway a proportionate part of additional guaranteed bonds so that when the Company has completed all of the lines provided for by this Agreement it shall have received six thousand four hundred dollars per mile at par on all of said lines including the Red River Valley Railway.
Provisions as to unguaranteed Bonds
It is further agreed that the balance of unguaranteed bonds of the issue of $16,000.00 per mile of the said railway lines to be built may be retained by the Company and the same or any portion thereof may be sold or disposed of by the Company provided that no sale of such bonds shall be made until the price at which it is proposed to sell the same has been submitted to the Commissioner and an opportunity given him to obtain a better price therefor.
It is further agreed that in the event of a sale of the said unguaranteed bonds or any portion thereof the proceeds thereof shall be paid over to the Commissioner before he shall deliver to the Company any of the guaranteed bonds appropriated to the said Brandon line unless the value of the work done and equipment purchased by the said Company on the said Brandon line shall exceed in amount the market value as hereinafter determined of the bonds guaranteed for said Brandon line in which case the Company shall retain out of the proceeds of the said bonds the value of the work done and equipment purchased in excess of the market value of the guaranteed bonds and shall deliver the balance of the said proceeds to the Commissioner.
It is further agreed in the event of the said unguaranteed bonds not having been sold that before the Commissioner shall deliver to the Company any of the said guaranteed bonds the Company shall deliver to the Commissioner the unguaranteed bonds unsold in its hands.
It is further agreed that in the event of the Company having sold a portion of the unguaranteed bonds appropriated to the Brandon line and retained a portion thereof that before the Commissioner shall deliver to the Company any of the said guaranteed bonds appropriated to the said line the Company shall place in the hands of the said Commissioner the unsold unguaranteed bonds and in the event of the work done and equipment purchased for said Brandon line being in excess of the amount in value of the proceds of the guaranteed and unguaranteed bonds expended thereon, then the Commissioner shall deliver to the Company unguaranteed bonds to the amount in value of the said excess at the price or value at which the Company sold the unguaranteed bonds.
It is further agreed that in calculating the amount expended on the said lines from Winnipeg to Portage la Prairie and from Morris to Brandon, the sum of five hundred dollars per mile shall be allowed for costs of organizing, preparing and printing bonds and coupons and legal expenses in connection with such organization and preparation of bonds, etc., etc., etc.
All unguaranteed Bonds not earned when lines completed and equipped to be cancelled
It is mutually agreed by and between the parties hereto that all unguaranteed bonds on all the said lines of railway not earned when said lines are completed and equipped according to the terms and conditions of this Agreement are to be cancelled and no additional bonds are to be issued.
It is further agreed that the proceeds of the said unguaranteed bonds on any of said lines paid over to the Railway Commissioner as aforesaid shall be held by him until expended on some of the said lines of railway built under this Agreement, and if not so expended then the same shall be invested by the Commissioner and the revenue derived therefrom applied in payment of interest on the said bonds to their maturity the principal at the expiration of that period to be used by the Commissioner for the redemption of said bonds.
Mode of determining value of guaranteed Bonds for purpose of delivery to Company
Twelfth: It is further agreed in order to determine the value of the guaranteed bonds for the purpose of delivery of the same to the Company under this Agreement that the guaranteed bonds first earned by and delivered to the Company shall be taken at their face value by the Company unless their market value has been ascertained and all of the said bonds subsequently earned and delivered to the Company shall be taken at their face value or said ascertained value until the Company have sold one lot of guaranteed bonds, but after a sale of guaranteed bonds the price obtained for such guaranteed bonds shall be treated as the market value of the said bonds for the purpose of the next subsequent delivery of the said guaranteed bonds under this Agreemnent and when the Company shall sell the last mentioned guaranteed bonds the price then obtained shall fix the value of the next succeeding delivery of guaranteed bonds and so on in like manner the sale of the guaranteed bonds last delivered shall fix the price of the next delivery of bonds until all the guaranteed bonds to be delivered under this contract have been delivered.
Provided always that no sale of such guaranteed bonds shall take place unless and until the price at which it is proposed to sell the same has been submitted to the Commissioner and an opportunity been given him to obtain a better price therefor.
Company agrees that work shall be paid for at fair value
Thirteenth: The Company hereby agrees that the work done, materials furnished, equipment supplied and right of way purchased shall be paid for by the Company at their fair value; and all proposed contracts before the execution or carrying out of the same shall be submitted to the Commissioner, and if in his opinion the said proposed contracts are too high other and additional bids for the same work shall be received and all contracts shall be awarded to the lowest responsible tenderer.
Event upon which Government of Manitoba to pay guaranteed interest
Fourteenth: It is hereby mutually understood and agreed that the interest guaranteed by the Government of the Province of Manitoba on said bonds shall be payable by the Province only in the event that the gross earnings of the said railways are not sufficient to pay the expense of operating and maintaining the railways and the interest upon its bonds that is to say the gross earnings of said railway lines are to be applied as follows, namely: The gross earnings of the Red River Valley Railway line are to be applied first in the payment of the expenses of operating and maintaining the said Red River Valley Railway line, and secondly in paying the interest on the said $720,000.00 first mortgage bonds on the said railway line held by the Commissioner. The gross earnings of the Portage la Prairie line and the Brandon line are to be applied first in the payment of the expenses of operating and maintaining the Portage la Prairie and Brandon lines and secondly in paying the interest on the unguaranteed bonds which have been sold, disposed of and issued in respect of the Portage la Prairie and Brandon lines. And the balance of the gross earnings of the Red River Valley Railway and Portage la Prairie and Brandon lines remaining after paying interest on unguaranteed bonds on all the said lines shall be applied in paying the interest on the guaranteed bonds on all the said lines.
Calculation of earnings applicable to paying interest
It is further agreed that in calculating the earnings applicable to paying the interest on the bonds of the Company only the actual cost of operating and maintaining the said lines of railway shall be deducted from the gross earnings of the said lines, and in case any dispute occurs upon this matter, the Commissioner and the Company shall each appoint a competent railway auditor as an arbitrator, and the two arbitrators so appointed shall investigate the amounts and determine the questions in dispute in reference to the gross earnings of the said lines respectively and of the application to be made of the same under this agreement and in case the said two arbitrators fail to agree on the said questions or any of them then the Chief Justice of the Province of Manitoba for the time being or in case of the absence or death of the said Chief Justice, then the senior puisne Judge or Acting Chief Justice of the said Province shall appoint a competent railway auditor as a third arbitrator to act with the two auditors appointed as aforesaid and the award and decision of any two of the said three arbitrators shall be binding, final and conclusive in respect of the said questions between the parties hereto. Provided that nothing in this clause contained shall be construed to interfere with the rights of the holders of any of said Bonds (including the seven hundred and twenty thousand dollars of first Mortgage Bonds on the Red River Valley line) as mortgages of the railway.
Stock of Company not to be assigned to C.P.R. or St. P.M.&M. Railway Companies, nor to any of their officers
Fifteenth: The Company hereby agrees not to permit or allow any of its stock to be transferred, sold or assigned to the Canadian Pacific Railway Company or the St. Paul, Minneapolis and Manitoba Railway Company or to any of the officers, shareholders or directors of said Companies or to be held, owned or controlled by any person or persons, company or companies, corporation or corporations in the interest of either or both of said Companies; and that the Company should not enter into any pooling contract or agreement with the Canadian Pacific Railway Company or said St. Paul, Minneapolis and Manitoba Railway Company or any other Company, in respect to the said railway lines or any of them and the Company further agrees that it will not at any time sell or lease any of its said lines to either the Canadian Pacific Railway Company or to the St. Paul, Minneapolis and Manitoba Railway Company or to any person, company or corporation acting in their or either of their interest or for them or either of them.
Exemption from taxation
Sixteenth: The Commissioner hereby agrees that the said lines of railway shall be exempt from taxation of any kind coming under the authority of the Legislative Assembly of Manitoba until the earnings of said lines are sufficient to pay the expenses of operating and maintaining the same and also interest upon the bonds actually used by the Company aforesaid; but such exemption shall not in any case extend over a longer period than twenty years.
Company to allow running powers over its lines to other Company except C.P.R. and St. P.M.&M. Railway Companies
Seventeenth: The Company further agrees to allow any other company (except the Canadian Pacific Railway Company and the St. Paul, Minneapolis and Manitoba Railway Company and other company or companies running in the interest of either one or both of said Companies) running powers over any of the lines at reasonable rates and tolls and upon equitable conditions, and if the Companies cannot agree as to the rates and conditions upon which such running powers are to be granted to them, then arbitrators shall be chosen as in clause fourteen of this Agreement and the two arbitrators so chosen shall decide and in case they fail to agree the three arbitrators so chosen or any two of them shall decide upon the rates, tolls and conditions upon which such company or companies shall have running powers over the said lines or any of them, and their decision shall be binding, final and conclusive in respect of the questions between the parties to such arbitration.
Penalty for default by Company in completing and operating said lines
Eighteenth: If the said Company shall fail to complete any of the said lines for a period of one year after the time mentioned in this Agreement or to operate the same or any of them for a period of six months at any time, then the Railway Commissioner may take possession of all the said railway lines and operate the same for the benefit of whom it may concern.
Freight rates and charges to be fixed by Lieutenant-Governor-in-Council
Nineteenth: It is further mutually agreed that the Lieutenant-Governor-in-Council of the Province of Manitoba shall have full power from time to time to fix, regulate and determine all freight rates and charges over and upon said lines of railway, and it shall not be lawful for the Company to make any rate or charge higher than that sanctioned by Order-in-Council of the Lieutenant-Governor-in-Council.
Penalty upon refusal by N.P. Railway Company and Duluth and Manitoba Railway Company to make agreement as to rates
Twentieth: It is further agreed that in case the Northern Pacific Railway Company and the Duluth and Manitoba Railway Company or either of them shall refuse to carry out any of the provisions of an agreement made or to be made between said Northern Pacific Railway Company and the Duluth and Manitoba Railway Company and the Commissioner as to rates for a period of one month after written notice has been given to the Traffic Manager of the Northern Pacific Railway Company of such refusal then the Commissioner may take possession of all the said railway lines and operate the same for the benefit of whom it may concern--Provided that such refusal shall not work a forfeiture in case the same is caused by any law or cause beyond the control of said Northern Pacific Railway Company or of said Duluth and Manitoba Railway Company respectively.
Testatum clause
In witness whereof the Railway Commissioner has hereunto set his hand and seal, by and under direction of an Order-in-Council, and the "Northern Pacific and Manitoba Railway Company," by resolution of its Board of Directors, has caused this Agreement to be signed in duplicate originals by its President and Secretary, and the seal of said Corporation to be hereunto affixed and attested by said Secretary the day and year first above mentioned.
SCHEDULE B
Form of deed provided by section 18 of this Act
Know all men by these presents that I (or we) in consideration of dollars to me (or as the case may be) by the Northern Pacific and Manitoba Railway Company, now paid, the receipt whereof is hereby acknowledged, do grant all that certain parcel of land situate, (describe the land), the same having been selected by the Company for the purposes of their railway to hold with the appurtenances thereof unto the said "Northern Pacific and Manitoba Railway Company," their successors and assigns.
As witness my hand and seal (or our hands and seals) this day of A.D. on thousand eight hundred and .
Signed, sealed and delivered in the presence of SEAL.
NOTE: This Act was originally enacted as An Act respecting the Northern Pacific and Manitoba Railway Company, assented to September 4, 1888, being chapter 2, Statutes of Manitoba, 1888, and is re-enacted without revision. The Act has been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
APPENDIX
The following Acts and parts of Acts amended An Act respecting the Northern Pacific and Manitoba Railway Company but have not been consolidated into the re-enactment version above.
AMENDMENT 1
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
Nothing in 52 Vic. c.2 to take from R'y Comm'r powers conferred by 51 Vic. c.5.
It is hereby declared that nothing contained in Chapter two of the Statutes passed in the fifty-second year of Her present Majesty's reign was intended to take away from the Railway Commissioner any of the powers conferred upon him by Chapter five of the Statutes passed in the fifty-first year of Her present Majesty's reign.
Declaration as to operation of subsecs. 15 and 16 of sec. 10 c. 27 of 44 Vic
It is hereby further declared that Subsections fifteen and sixteen of Section ten of Chapter twenty-seven of the Statutes passed in the forty-fourth year of Her present Majesty's reign have not had and shall not have any application to any railways built or proposed to be built under the provisions of said Chapter five by the Railway Commissioner.
Declaration as to powers of R'y Commissioner for purposes of 52 Vic. c.2 s.4
It is hereby further declared that the Railway Commissioner has heretofore had, has now and shall hereafter have with respect to and for the purpose of constructing or aiding in the construction of all the lines of railway referred to in the fourth Section of said Chapter two or any part or portion of any of such lines of railway, all the powers conferred upon him by Chapter six of the Statutes passed in the fifty-first year of Her present Majesty's reign, and that for the purposes of said Chapter six such lines of railway shall be deemed to be "public works."
The twenty-first Section of said Chapter two is hereby amended by inserting after the word "lithograph" the words "or engraved."
The twenty-ninth Section of said Chapter two is hereby amended by substituting the words "one hundred and twenty" for the word "forty" where it occurs therein.
The nineteenth Section of said Chapter two is hereby amended by adding thereto the following words: "Provided that in case the Company pay cash instead of delivering first mortgage bonds for said Red River Valley line then it shall only be necessary for the Company to execute one mortgage to secure bonds on the entire property of the Company including said Red River Valley Railway."
Schedule A to 52 Vic. cap. 2 amended
The second clause of Schedule A to said Chapter two is hereby amended by adding thereto the following words: Provided that the Company may have the option of paying the said price in money instead of delivering said bonds and in that case the second mortgage bonds upon the Red River Valley line hereinafter mentioned need not be issued as second mortgage bonds but all the bonds upon all the lines of railway shall be first mortgage bonds.
This Act shall come into force immediately upon being assented to.
NOTE: These provisions were originally enacted as An Act to amend Fifty-one Victoria, Chapter Five, intituled, "An Act providing for the construction of certain Railway Lines," and Fifty-two Victoria, Chapter Two, intituled, "An Act respecting the Northern Pacific and Manitoba Railway Company", assented to November 17, 1889, being chapter 7, Statutes of Manitoba, 1889, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 2
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
2, s. 4, amended
Section four of Chapter two of Fifty-two Victoria is hereby amended by striking out the tenth, eleventh, twelfth and thirteenth lines thereof the words "and such other extensions and branches within the limits of the Province of Manitoba as the Company and the Lieutenant-Governor-in-Council may hereafter agree upon," and substituting therefor the words "and also a line of railway from some point to be by the Company selected on the line of its railway between the Town of Morris and the City of Brandon, and running from said point in a southwesterly direction to or near the boundary line between the Province of Manitoba and the Territory of Assiniboia."
Section twelve of said Chapter two is hereby amended by adding thereto the following words: "This and the next preceding section shall only remain in force until the annual meeting of the stockholders as provided for in the next following section next after the date when all payments agreed to be made to the Company by the Province under this Act have been actually made, and at such annual meeting and at all such annual meetings thereafter the stockholders shall elect five directors instead of three as provided in the next following section."
S.19 of said cap. repealed and sec. substituted
Section nineteen of said Chapter two as amended by section six of Chapter seven of Fifty-two Victoria is hereby repealed and the following substituted therefor:--
Company authorized to issue bonds, etc.
19. The directors of the Company under the authority of the shareholders to them given, by a resolution at the annual meeting, or at a special meeting called for that purpose, are hereby authorized to issue bonds under the seal of the Company signed by its President or other presiding officer, and countersigned by its Secretary, and such bonds shall be made payable at such time and place after their date as may be designated therein, and shall bear interest at the rate of five per cent. per annum payable semi-annually, provided, however, that the total amount of such bonds to be issued shall not exceed $20,000 per mile of the said railway, including all branch lines to be issued in proportion to the length of railway constructed or under contract to be constructed, and the Company is hereby authorized to secure and shall secure the payment of the principal and interest of said bonds by a mortgage deed on the Company's property and rights of property of all kinds and description, real and personal, acquired and to be acquired thereafter, including rolling stock and plant and its franchise as a corporation, except as hereinafter provided, and such mortgage deed may contain a description of the property mortgaged, and such conditions respecting the payment of the bonds secured thereby and the interest thereon and the remedies which shall be enjoyed by the holders of such bonds, or by any trustee or trustees for them in default of such payment and the enforcement of such remedies as may be stated in such mortgage deed, and as proof and notice of the legal execution and effectual delivery of said mortgage, it shall be filed and registered in the office of the Provincial Secretary of the Province of Manitoba, and such filing and registration shall be deemed to be valid, any statute or provision to the contrary notwithstanding.
Sec.20 of said cap. repealed and sec. substituted
Section twenty of said Chapter two is hereby repealed and the following substituted therefor:--
20. The Company is hereby authorized to issue separate bonds on its terminal property in the City of Winnipeg, being all the property of the Company situate north of the Assiniboine River in said City of Winnipeg to the amount of the cost of such property, and to secure the same by mortgage deed on said property. The said bonds and mortgage shall contain the same terms and provisions inserted in the bonds and mortgage deed provided for in section nineteen of this Act, and the provision in said section nineteen for registration in the office of the Provincial Secretary shall apply to such terminal bonds.
Secs. 21 & 22 of said cap. repealed
Sections twenty-one and twenty-two of said Chapter two are hereby repealed.
Sec. 26 of said cap. repealed and sec. substituted
Section twenty-six of said Chapter two is hereby repealed and the following substituted therefor:
26. The Northern Pacific and Manitoba Railway Company, its right of way, superstructure, including roadbed, station grounds, buildings, rolling stock, franchises, and other property of every kind and description belonging to the Company, and used in constructing, maintaining and operating said railway system, except improvements made for other than railway or traffic purposes, shall be exempt from provincial, municipal, school and all other taxes or assessments imposed under any statute of the Province of Manitoba, or any by-law of any municipality thereof, until the earnings of said railway shall be sufficient to pay the expenses of operating and maintaining said railways and the interest upon the bonds actually used by the said corporation in organizing, constructing and equipping said railways; provided, however, that such exemption from taxation shall not extend over a period longer than twenty years.
Sec.29 of said cap.2 not to apply to amendments made by this Act
Section twenty-nine of said Chapter two shall not apply to the amendments of said Chapter two contained in this Act.
Agreement approved and commissioners authorized to executed same, Government to carry same out
The agreement, a copy of which is appended hereto as Schedule C, is hereby approved, and the Railway Commissioner is hereby authorized to execute the same and the Government of the Province of Manitoba is hereby authorized to perform and carry out the provisions thereof according to their purport.
Treasurer shall pay to Co. sums mentioned in Schedule C.
The Provincial Treasurer shall pay to the Company the sums mentioned in said Schedule C at the times mentioned therein.
Co. may buy stock & guarantee bonds of oth'r companies
The Company may buy the stock and securities of other railway or railroad companies and other corporations, and may guarantee the bonds of other railway or railroad companies.
Act to come into force on being assented to
This Act shall come into force immediately on being assented to.
Schedule C
This agreement, made and executed in duplicate this day of 1889, between Her Majesty the Queen, acting through and represented by the Honorable
Railway Commissioner for the Province of Manitoba, hereinafter called the Commissioner, Party of the first part, and the Northern Pacific and Manitoba Railway Company, hereinafter called the Company, party of the second part.
The said parties respectively covenant and agree the one with the other in the manner following, that is to say:
Contract annexed to Act assented to Sept, 4th. '88, herein referred to as Schedule A.
First: That whenever the contract heretofore entered into by and between the parties hereto, which said contract is annexed to an Act entitled An Act respecting the Northern Pacific and Manitoba Railway Company, assented to September the fourth, 1888, and designated as Schedule A, as amended by Chapter eight of Fifty-two Victoria, is hereinafter referred to it will be designated and called Schedule A.
Paragraphs 9, 10, 11, 12, 13 and 14 of Schedule A cancelled
Second: That paragraphs nine, ten, eleven, twelve, thirteen and fourteen of Schedule A be and are hereby abrogated and cancelled, and the parties to said contract and to this contract are hereby relieved and released from the obligations and provisions contained in said paragraphs.
$36,000 to be advanced for each of bridges at Winnipeg and P. la P. instead of $40,000
Third: That the provisions in said Schedule A relating to the advancement by the Commissioner of a sum of money not exceeding $40,000.00 for each of the Howe truss bridges across the Assiniboine River at Winnipeg and near Portage la Prairie be and are hereby changed, and the amounts paid and to be paid by the Government are fixed at thirty-six thousand dollars for and on account of each of said bridges, such payments to be made when said bridges respectively are completed; provided, that payments may be made from time to tiem not to exceed seventy-five per cent of the work done or materials provided for said bridges.
Bonus of $1750 per mile to be paid in lieu of guaranteeing interest on $6400 per mile
Fourth: In lieu of the provisions in said Schedule A providing for the guaranteeing the payment of interest on $6,400 per mile of the railway lines of the Company, the Commissioner agrees to pay the Company for the purpose of aiding in the construction of said railway lines, a bonus of seventeen hundred and fifty dollars per mile for each mile of the Company's railway particularly described as follows: First--The line of railway known as the Red River Valley Railway, extending from the International Boundary line, at or near West Lynne to the City of Winnipeg; Second--The railway line known as and called the Portage la Prairie line, extending from a point at or near the City of Winnipeg to Portage la Prairie; Third--The line of railway extending from a point at or near the Town of Morris to the City of Brandon; and, a bonus of fifteen hundred dollars per mile for each mile of railway hereafter constructed by the Company in the Province of Manitoba in pursuance of this contract, other than the lines above described. The said bonus to be paid by the Province of Manitoba as follows: All of the bonus pertaining to the Red River Valley Railway at the date the Company pays the Province of Manitoba the purchase price of said Red River Valley Railway; that portion which pertains to the Portage la Prairie line shall be paid at the time the Company pays the Province of Manitoba the amount which said Province has and shall hereafter expend for and on account of said railway line between the said City of Winnipeg and the said Town of Portage la Prairie, provided such line is completed according to standard and equipped (except ballasting) at the time of such payment. And on other lines in sections of twenty miles as constructed and equipped. It is further mutually agreed and understood that it is not to be necessary to ballast all of said railway lines in order to entitle the Company to said bonus or aid. It is agreed, however, that the Company will commence ballasting the said railway lines before June the first, 1889, and will continue ballasting said lines during suitable weather for such work until the completion thereof.
Purchase money of R.R.V.R. and amount expended on Portage Extension not to exceed $400,000 to be paid on or before July 1st, 1889
Fifth: That the Company shall and will pay the Province of Manitoba the purchase price of the Red River Valley Railway with interest thereon at five per cent. per annum from January first, 1889, and the amount of money which the Railway Commissioner has expended and shall expend on account of the Portage la Prairie line, not to exceed the sum of $400,000.00 on or before July first, 1889. It is further agreed that the amount expended by the said Railway Commissioner on the Portage la Prairie line shall not include the amount of money paid out by the said Commissioner in securing crossings and in contests between the said Commissioner or the Province of Manitoba or the Canadian Pacific Railway or any of its officers or agents and section two of Schedule A is hereby amended accordingly.
Commissioner to complete R.R.V.R'y
Sixth: That the Commissioner will complete the Red River Valley Railway in the manner provided for in said Schedule A, which shall include the completion of the fence on each side of said line and acquiring the right of way.
Company to construct line from point on Morris-Brandon branch southwesterly
Seventh: The Company agrees to construct a line of railway of the standard mentioned in Schedule A, commencing at a point to be by the Company selected on the line of its railway between the Town of Morris and the City of Brandon and running from said point in a southwesterly direction to or near the boundary line between the Province of Manitoba and the Territory of Assiniboia. And the Company further agrees to construct at least fifty miles of said railway during the year 1889, and the remainder during the year 1890, unless prevented from so doing by legal proceedings or other cause beyond the control of said Company.
Power to regulate rates limites so that rates shall produce 10 per cent. on stock
Eighth: It is further agreed that the power to regulate, fix and determine rates conferred upon the Lieutenant-Governor-in-Council by Section nineteen of said Schedule A and other laws of the Province of Manitoba shall be limited so that the tolls, rates and charges shall not be reduced so low that the net earnings of the Railway Company shall produce less than ten per cent. per annum on the capital actually expended in the constuction and equipment of the railway line, and no reduction shall be made unless the net income of the Company shall be greater than ten per cent. upon the capital so actually expended, exclusive of the aid given by the Province, and the exercise by the Lieutenant-Governor-in-Council of the power of reducing tolls of the Company is hereby limited so that the orders of the Lieutenant-Governor-in-Council shall not be obligatory upon the Company if the rates fixed by the Lieutenant-Governor-in-Council would, result in producing a net earning of less than ten per cent. upon said capital so expended, and it is hereby agreed by the Company that the tolls, rates and charges in Manitoba shall be fair and reasonable.
Roads equipped when rolling stock to amount of $500 per mile obtained
Ninth: The road shall be deemed to be equipped whenever the Company has obtained rolling stock to the amount of fifteen hundred dollars per mile for every mile of road constructed.
Provisions for taking possession by Commissioner to continue
Tenth: The provision in Section four of Schedule A giving the Commissioner power to take possession of the Red River Valley Railway line and the Portage la Prairie line under the circumstances therein provided shall continue in full force and virtue.
Provision for forfeiture also to apply
Eleventh: The provision for forfeiture in certain cases provided for in Section eighteen of Schedule A shall also apply to the line of railway agreed to be constructed by the Company under Section seven of this agreement.
Teste clause
IN WITNESS WHEREOF the Railway Commissioner has hereunto set his hand and seal by and under direction of an Order-in-Council and the Northern Pacific and Manitoba Railway Company by resolution of its Board of Directors has caused this agreement to be signed in duplicate originals by its President and Secretary, and the seal of said corporation to be hereunto affixed and attested by said Secretary the day and year first above mentioned.
NOTE: These provisions were originally enacted as An Act to Further Amend Fifty-two Victoria, Chapter Two, intituled "An Act respecting the Northern Pacific and Manitoba Railway Company", assented to March 5, 1889, being chapter 17, Statutes of Manitoba, 1889, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 3
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows:
Section seventeen of Chapter two of Fifty-two Victoria, is hereby amended by adding after the word "politic," in the second line thereof, "except municipal corporations."
This Act shall come into force on being assented to.
NOTE: These provisions were originally enacted as An Act to further amend Fifty-two Victoria, Chapter Two, intituled "An Act respecting the Northern Pacific and Manitoba Railway Company, assented to March 5, 1889, being chapter 18, Statutes of Manitoba, 1889, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 4
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, eancts as follows:
Sections 11 and 12 Chapiter 2 of 52 Victoria, repealed
The eleventh and twelfth sections of Chapter 2, of 52 Victoria as amended by Section 2 of Chapter 17, of 52 Victoria, are hereby repealed.
Directors in place of Railway Commissioner and director appointed by Lieutenant-Governor-in-Council
At any time after the coming into force of this Act, the shareholders of The Northern Pacific and Manitoba Railway Company may elect two persons as directors in the place of the Railway Commissioner and the director of the Company appointed by the Lieutenant-Governor-in Council.
This Act shall come into force immediately on being assented to.
NOTE: These provisions were originally enacted as An Act to Amend the Acts relating to The Northern Pacific and Manitoba Railway Company, assented to March 31, 1890, being chapter 40, Statutes of Manitoba, 1890, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 5 (Sections 1 to 25 not re-enacted)
17, s. 3, amended
It is hereby declared that the word "eight" in the second line of Section 3 of Chapter 17 of 52 Victoria should have been and shall be the word "seven."
(Sections 27 to 54 not re-enacted)
When act shall come into force
This Act shall come into force on the day it is assented to.
NOTE: These provisions were originally enacted as An Act to Amend Certain Acts and Provide for Certain Matters, assented to March 31, 1890, being chapter 2, Statutes of Manitoba, 1890, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 6
Agreement to aid railway constructed through tps. 5 or 6 in ranges 17, 18, 19 and 20 west
It shall be lawful for the Lieutenant-Governor-in-Council to enter into an agreement with any railway company having power to construct and operate the line of railway hereinafter mentioned, providing for the construction and equipment of a line of railway which shall connect with the Northern Pacific and Manitoba Railway or with a branch of the Canadian Pacific Railway, or any railway operated in connection therewith, and shall traverse in its course Township five or Township six in Ranges seventeen, eighteen, nineteen and twenty west of the principal meridian or partly one and partly the other of said Townships, which line of railway shall be of the standard of the Northern Pacific and Manitoba Railway or of the Souris Branch of the Canadian Pacific Railway.
Upon the completion of said line of railway it shall be lawful for the Railway Commissioner with the approval of the Lieutenant-Governor-in-Council, to pay to the company that shall have constructed and equipped the said line of railway the sum of one thousand seven hundred and fifty dollars for each mile of the said railway not exceeding thirty miles which may be approved by the Lieutenant-Governor-in-Council, and said payment may be made out of the appropriation "Souris Extension" passed at the present session of the Legislature of Manitoba.
Provisions that may be inserted in said agreement
The said agreement may contain such other provisions or restrictions as may be approved of by the Lieutenant-Governor-in-Council, provided the same are not inconsistent with the foregoing provisions and do not involve any other or greater payments by the Railway Commissioner or the Government of Manitoba than the sum above provided for.
When Act shall come into force
This Act shall come into force on the day upon which it is assented to.
NOTE: These provisions were originally enacted as An Act respecting Aid to Railways, assented to April 20, 1892, being chapter 36, Statutes of Manitoba, 1892, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 7
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba enacts as follows:
Time extended for payment of aid under 54 Victoria, chapter 21
The subsidy which the Government of Manitoba was authorized to pay to the Canadian Pacific Railway Company by chapter 21 of 54 Victoria of the Statutes of Manitoba upon certain conditions therein mentioned may be paid by the Railway Commissioner to the Canadian Pacific Railway Company provided the lines of railway mentioned in the said Act except as hereinafter expressed, are completed and in operation on or before the first day of July, 1892. Provided that instead of the extension of the Southwestern Branch provided for in said Act from Deloraine to Melita the said extension may be constructed from Deloraine to a point upon the Souris Branch at or near Napinka.
Agreement with C.P. Ry. Co. authorised, aiding extension of Glenboro Branch
The Lieutenant-Governor-in-Council may authorise the Railway Commissioner to enter into an agreement with the Canadian Pacific Railway Company by which the said Company shall agree to extend what is known as the Glenboro Branch of the Canadian Pacific Railway from its present western terminus to form a junction with what is known as the Souris Branch of the Canadian Pacific Railway at or near Souris and shall construct a line of railway from a point on the said Souris Branch between Souris and Mentieth westerly through Township six or Township seven or partly in one of said townships and partly in the other a distance of not less than thirty miles, the said extensions and additions to be of the standard of that portion of the said Souris Branch which is now completed, and such agreement may provide that upon completion of the said lines of railway during the year 1892 the Railway Commissioner may pay to the Canadian Pacific Railway Company the sum of One thousand seven hundred and fifty dollars for each mile of railway so constructed.
Agreement to provide for crossing of C.P. Ry. track by N.P. & MB Ry. and for transfer of freight to said Co.
The said agreement shall provide that the Canadian Pacific Railway Company shall allow switches or transfer tracks to be put in where the line of the said Glenboro Branch is intersected by the Northern Pacific and Manitoba Railway between Methven and Nesbit stations connecting same with such Glenboro Branch at or near such intersection, and that the said Canadian Pacific Railway Company shall allow free transfer of loaded and empty coal cars from the said Glenboro Branch to the Northern Pacific and Manitoba Railway, and vice versa, at all such switches, subject to proper regulations for convenience and safety and the expense of maintaining the said switches.
Other provisions that may be inserted in said agreement
The said agreement may contain such other provisions as may be approved of by the Lieutenant-Governor-in-Council, provided the same are not inconsistent with the foregoing provisions and do not involve any other or greater payments by the Railway Commissioner or the Government of Manitoba than the sum above provided for.
When Act shall come into force
This Act shall come into force on the day upon which it is assented to.
NOTE: These provisions were originally enacted as An Act rsespecting Aid to the Canadian Pacific Railway Company, assented to April 20, 1892, being chapter 37, Statutes of Manitoba, 1892, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 8
HER MAJESTY by and with the advice and consent of the Legislative Assembly of the Province of Manitoba enacts as follows:
52 V. c. 2, s. 26 as re-enacted by 52 V. c. 17, s. 6 amended by adding sub-section
Section 26 of Chapter 2 of 52 Victoria as re-enacted by Section 6 of Chapter 17 of 52 Victoria, is hereby amended by adding thereto the following sub-section:
Exemption of Winnipeg Transfer Ry. Co. from taxation
(2) The Winnipeg Transfer Railway Company, its right of way, superstructure including road-bed, station grounds, buildings, rolling stock and franchises shall be exempt from provincial, municipal, school and all other taxes or assessments imposed under any statute of the Province of Manitoba, or any by-law of any municipality thereof, until the earnings of the said railway, shall equal the operating expenses of said railway and the interest upon the bonds actually used by the said corporation in organizing, constructing and equipping said railway, provided that such exemption shall not extend over a period longer than twenty years.
When Act shall come into force
This Act shall come into force on the day it is assented to.
NOTE: These provisions were originally enacted as An Act further to amend Chapter 2 of 52 Victoria, intituled "An Act respecting the Northern Pacific and Manitoba Railway Company", assented to March 11, 1893, being chapter 27, Statutes of Manitoba, 1893, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 9
WHEREAS The Northern Pacific and Manitoba Railway Company is authorized to construct the line of railway in the schedule to this Act mentioned;
AND WHEREAS the Government of Manitoba has agreed to give The Northern Pacific and Manitoba Railway Company by and under the agreement in the Schedule to this Act set forth, the sum of seventeen hundred and fifty dollars per mile of railway so constructed under said agreement, and a further sum of twenty thousand dollars for the purpose of assisting the construction of said line of railway over and across what is commonly known as Lang's Valley;
AND WHEREAS the said agreement was entered into subject to the approval and ratification of the Legislative Assembly of the Province of Manitoba, and it is expedient to provide for carrying said agreement into effect,
THEREFORE, HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows:--
Agreement between N.P. & Man. R. Co. and Her Majesty the Queen confirmed
The agreement set forth in the Schedule to this Act is hereby approved and ratified and the Government of Manitoba is hereby authorized to perform and carry out the conditions thereof according to their purport.
Aid to be paid out of public funds
The Government of Manitoba shall pay the said Company the sums mentioned in the said agreement out of the public funds of the Province of Manitoba.
The route of the railway to be constructed under the said agreement shall be subject to the approval of the Lieutenant-Governor-in-Council.
This Act shall come into force on the day it is assented to.
SCHEDULE
This Indenture made in duplicate this eighteenth day of April, A.D. 1898.
Between--
Her Majesty the Queen (hereinafter called the "Government") represented herein by The Honorable Thomas Greenway, Railway Commissioner for the Province of Manitoba, of the First Part,
and
The Northern Pacific and Manitoba Railway Company (hereinafter called the "Company") of the Second Part.
Whereas the Government deems it expedient and in the interest of the territory affected that a line of railway should be constructed as hereinafter mentioned;
And whereas by the Act of the Parliament of Canada the party of the Second Part is authorized to construct such a line of railway;
THEREFORE THIS INDENTURE WITNESSETH as follows:--
The Company do covenant with the Government that the Company will forthwith proceed to lay out, construct and equip a line of railway commencing at some point upon the Morris and Brandon branch of their present railway at a point at or near the station of Belmont or Hilton, or between these two stations, and thence in a westerly direction to the line of the Souris branch of the Canadian Pacific Railway at or near the station of Hartney or Lauder, or between these two stations, the location to be approved by the Lieutenant-Governor-in-Council.
Agreement between Government of Manitoba and Man. & N.P. Ry. Co.
The said line of railway shall be constructed and equipped equal to the standard of the said Morris and Brandon Branch of the Company's railway.
The Company shall make connection for interchange of traffic with the Canadian Pacific Railway at or near Hartney aforesaid, the Canadian Pacific Railway Company consenting to such connection being effected on reasonable terms and conditions.
The Company shall also, subject to the like conditions, make connection for interchange of traffic with the South-Western Branch of the Canadian Pacific Railway at the point near Methven Station where the said South-Western Branch intersects the said Morris and Brandon Branch of the Company's railway.
The said railway shall be so constructed, completed and equipped as aforesaid on or before the First day of October next, and shall be subject to the approval of the Lieutenant-Governor-in-Council; provided that the Lieutenant-Governor-in-Council may extend the time for such completion and equipment to a further period not exceeding two months, and such extension shall have the effect of varying the terms of this contract to that extent.
In consideration of the construction, completion and equipment of the said line of railway as aforesaid the Government shall pay to the Company at the rate of seventeen hundred and fifty dollars for each mile of the said railway, and shall further pay to the Company the gross sum of twenty thousand dollars, and payment of the said sums is to be made in the manner following, that is to say: on the completion of each section of ten miles a sum of fifteen hundred dollars per mile shall be paid on account of the said bonus of $1750.00 per mile; upon completion of the first fifteen miles there shall be paid $17,500.00 portion of said gross sum of $20,000.00, and the remainder of both such amounts shall be paid upon the final completion of the work and subject to the fulfilment of Clauses 3 and 4 of this contract and to the approval of the Lieutenant-Governor-in-Council as aforesaid.
The Company in respect of the line of railway above referred to, its right of way and superstructure, including road-bed, station grounds, buildings, rolling stock, franchise and other property of every kind and description belonging to the Company and used in constructing, maintaining and operating said line of railway, shall be exempt from Provincial, Municipal, School and other taxes and assessments imposed under any Statute of the Province of Manitoba or any by-law of any Municipality thereof, until the earnings of said line of railway so aided shall be sufficient to pay the expenses of operating and maintaining said line of railway and interest upon any bonds actually issued by the Company for constructing, completing, equipping and maintaining said line of railway, provided however that such exemption from taxation shall not in any case extend over a period longer than twenty years.
In consideration of the foregoing assistance the Company covenants and agrees that freight rates on coal shipped from the Souris Coalfields over the Canadian Pacific Railway or its branches to points on the Company's railway lines in Manitoba, shall be subject to the provisions as to rates, joint rates and otherwise contained in the agreement authorized by Chapter 21 of 54 Victoria and Chapter 37 of 55 Victoria of the Statutes of Manitoba.
And the Company shall, at all stations upon their railway, always permit the loading of grain into cars from farmers' vehicles or flat warehouses subject to reasonable regulations to be made by said Company, and shall at all reasonable times afford proper facilities therefor.
The Company shall not enter into any lease, agreement, contract or transaction the effect of which will be to interfere with or prevent the fulfilment of the terms of this indenture.
The Company agrees to afford all reasonable facilities to any other railway company for the receiving and forwarding and delivery of traffic upon and from the line of railway belonging to or worked by such Companies respectively, and the Company shall not make or give any undue or unreasonable preference or advantage to or in favor of any particular person or Company, or any particular description of traffic in any respect whatsoever, nor shall the Company subject any particular person or company or any particular description of traffic to any undue or unreasonable prejudice or disadvantage in any respect whatsoever, and the said Company shall afford all due and reasonable facilities for receiving and forwarding by its railways all the traffic arriving by such other railway or railways without any unreasonable delay, and without any such preference or advantage or prejudice or disadvantage as aforesaid, so that no obstruction is presented to the public desirous of using such railway as a continuous line of communication, and so that all reasonable accommodation by means of the railways of the several companies, is at all times afforded to the public in that behalf, and any agreement made between the Company and any other Company contrary to this agreement shall be null and void.
This contract shall be subject to the ratification of the Legislative Assembly of the Province of Manitoba.
In witness whereof, the Honourable Thomas Greenway has hereunto affixed his seal and set his hand, as Railway Commissioner for Manitoba, and the Company has hereunto affixed its corporate seal, attested by the hands of the President and the Secretary thereof, on the day and year first above written.
Signed, Sealed Thos. Greenway,
and Delivered in Railway Commissioner.
the Presence of [Seal]
The Northern Pacific
J. Obed Smith and Manitoba Railway
Company
[Seal] by C.S. Mellen,
Attest-- President.
W.H. Gemmell,
Secretary.
NOTE: These provisions were originally enacted as An Act respecting a certain agreement between the Government of Manitoba and the Northern Pacific and Manitoba Railway Company, assented to April 27, 1898, being chapter 44, Statutes of Manitoba, 1898, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 10
WHEREAS by an Act passed the sixty-first year of the reign of Her Majesty, and chaptered forty-four, provision was made for the construction by the Northern Pacific and Manitoba Railway Company of a line of railway commencing at some point upon the Morris and Brandon Branch of their railway at a point at or near the station of Belmont or Hilton, or between these stations, and thence in a westerly direction to the line of the Souris Branch of the Canadian Pacific Railway at or near the station of Hartney or Lauder, or between these two stations, the location to be approved by the Lieutenant-Governor-in-Council.
AND WHEREAS, in consideration of the construction of such line of railway, the Government of the Province of Manitoba agreed to pay to the Company at the rate of seventeen hundred and fifty dollars for each mile of the said railway, and a further gross sum of $20,000.
AND WHEREAS the Company has constructed 46 1/2 miles of the said railway, and have received from the Government, on account of the subsidy above referred to, the sum of $77,500.
THEREFORE, HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows:
Authorizing payment of $23,000 to N.P. and M. Ry., balance of subsidy of Belmont extension so far completed
There shall be paid to the Northern Pacific and Manitoba Railway Company the balance of the said subsidy for the line of railway so built, as aforesaid, namely, the sum of $23,000.
Completion of extension extended for one year
The time for the completion of the said line of railway is hereby extended for one year from this date.
This Act shall come into force on the day it is assented to.
NOTE: These provisions were originally enacted as An Act respecting a Certain Agreement between the Government of Manitoba and the Northern Pacific and Manitoba Railway Company, assented to July 21, 1899, being chapter 29, Statutes of Manitoba, 1899, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.
AMENDMENT 11
HER MAJESTY, by and with the advise and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows:
Extension of time for completion of branch of N.P. & M.R.
Section 2 of Chapter 29 of 62 and 63 Victoria, being An Act respecting a certain agreement between the Government of Manitoba and the Northern Pacific and Manitoba Railway Company, is hereby amended by adding at the end thereof the following sub-section:
(2) The Lieutenant-Governor-in-Council may further extend the time for the completion of the said line of railway for a period not exceeding two months beyond the 21st day of July, A.D. 1900.
This Act shall come into force on the day it is assented to.
NOTE: These provisions were originally enacted as An Act to amend Chapter 29 of 62 and 63 Victoria, assented to July 5, 1900, being chapter 41, Statutes of Manitoba, 1900, and are re-enacted without revision. They have been prepared in English and French in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada.