Aug. 17.] THE NEW ZEALAND GAZETTE. 1519

agreement, and in consideration of the covenants, conditions,
and agreements hereinafter contained, and on the part of
the Company to be observed and performed, the Corporation
and also the Council do hereby delegate to the Company all
the powers, rights, privileges, and obligations given or granted
to or vested in or imposed upon the Corporation or the Council
by virtue of the Order in Council of the tenth day of July,
1899, together with the powers vested in the Council under
section 6, subsection (2) of “The Tramways Act, 1894,” so
far as relates to the construction and maintenance of the
said tramway authorised by the said Order in Council, and
all powers, rights, and privileges and obligations vested in
or imposed upon the Corporation under “The Wellington
High Levels Tramway Act, 1898.” And this deed further
witnesseth that, in consideration of the said agreement, and
of the delegation and grant aforesaid, the Company doth
hereby, for itself, its successors, and assigns, covenant with
the Corporation, and also separately with the Council, in
manner following, that is to say:—

That the Company, its successors or assigns, will—

1. Substantially commence the construction of the said
   tramway within the period of nine months from the date of
   the said Order.

2. Complete and finish the said tramway and open the
   same for public traffic to the full intent of the said Order
   within the period of two years computed from the time
   hereinbefore fixed for the substantial commencement
   thereof.

3. Perform, observe, and keep in and about the exercise
   of the powers given by the said Order in Council all and
   singular the terms, conditions, provisoes, clauses, and pro-
   visions of or contained in the said Order in Council of the
   tenth day of July, 1899, in like manner and as fully or
   effectually as if the same respectively were repeated at
   length in these presents, and as if the Company, for itself,
   its successors and assigns, had by these presents covenanted
   with the Corporation, and also separately with the Council,
   for the due performance and observance thereof re-
   spectively.

4. At all times allow the Council and its authorised
   officers to inspect the said tramway, and all plant and
   rolling-stock used in connection therewith, and will comply
   with and carry into effect all reasonable requirements made
   by the Council or any such officer. Will not without the
   consent in writing of the Corporation, given under its com-
   mon seal, assign, lease, or mortgage any of the rights,
   powers, privileges, or obligations conferred or imposed by
   virtue of the said Order in Council, or these presents, or
   “The Wellington High Levels Tramway Act, 1898,” or the
   undertaking, or any land, works, or plant connected there-
   with, or any part thereof respectively.

And it is hereby expressly agreed and declared that the Cor-
poration may, at the expiration of seven, fourteen, or twenty-
one years respectively from the date of the completion of the
tramway, purchase the undertaking upon the terms of pay-
ing to the Company, its successors or assigns, the amount of
capital which shall have been from time to time expended
bond fide by it or them upon the said tramway, and
upon all lands, buildings, works, material, and plant of the
Company, its successors or assigns, suitable to and used by
it or them for the purposes of the said undertaking
within the City of Wellington, including in such amount
interest at 7 per centum per annum upon capital ex-
pendcd during construction upon the said tramway, and
also upon terms of paying to the Company, its successors or
assigns, such a further sum as shall make the total net
profits earned by it or them from the time of beginning to
work the tramway to the date of completion of the purchase
up to £7 per centum per annum on such capital as aforesaid.
Such amount and sum shall, in case of difference, be referred
to arbitration: Provided that in estimating such total profits
as aforesaid no sum shall be written off for depreciation on
the lands, buildings, works, materials, and plant of the said
tramway: Provided always that, in computing the amount
of capital expended on the undertaking as aforesaid, there
shall be written off all sums received by the Company, its
successors or assigns, on the sale of any land or plant or
otherwise on capital account: Provided also that if the Cor-
poration shall purchase the undertaking after the expiration
of the seven years aforesaid, capital expended upon the rolling-
stock shall be excluded in making the computation of amount
of capital aforesaid, and in lieu thereof the Corporation shall
pay for the said rolling-stock upon a valuation to be made in
like manner as arbitrations are hereinafter directed to be
made. And it is hereby further agreed that the Corporation
shall have the right of purchasing the undertaking upon
the terms and conditions of purchase hereinbefore set
out at any time whatever after the expiration of the
said period of twenty-one years, upon giving or leaving,
in manner hereinafter mentioned, notice in writing under
the common seal of the Corporation of intention in that
behalf. And it is hereby expressly declared that on no
purchase made by the Corporation under these presents

shall anything be charged for goodwill. And it is de-
clared that upon any purchase by the Corporation under
any provision of these presents the Company, its successors
or assigns, shall forthwith yield up possession to the Corpora-
tion of the tramway, and all lands, buildings, works, mate-
rials, and plant intended to be purchased, and shall convey,
assign, and assure the same respectively, and all the rights,
powers, and privileges of the Company, its successors or
assigns, in respect of the undertaking, unto the Corporation.
And these presents further witness that, for the considera-
tions aforesaid, the Company doth hereby, for itself, its suc-
cessors and assigns, covenant with the Corporation, and also
separately with the Council, that the Company, its suc-
cessors or assigns, will from time to time and at all times
pay and discharge all compensation or purchase-money or
damages or other sums of money that may be awarded to or
be agreed to be paid or given to or be adjudged in favour of
any person or persons for or in respect of any land or subsoil
or buildings or improvements or any interest therein respec-
tively taken or purchased or damaged or injuriously affected
in the exercise in connection with the said undertaking of
any powers conferred by “The Tramways Act, 1894,” or
“The Wellington High Levels Tramway Act, 1898,” or the
said Order in Council or these presents; and also pay and
discharge all damages and moneys adjudged or payable in
respect of any negligence or tort in connection with the con-
struction of any work connected with the undertaking, or in
or about the maintenance, working, or use of the undertaking,
and also pay and discharge all penalties incurred in con-
nection with the undertaking under the said Order, or any
statute, rule, regulation, or by-law or Order for the time
being in force affecting the said tramway or tramways gene-
rally, and all costs, charges, and expenses whatever of and
incidental to the preparation, and perusal, and approval of
the said Order and of these presents, or otherwise incurred
or payable on any account whatever in connection with the
undertaking, and will perform, observe, and meet all obliga-
tions and liabilities imposed upon the Corporation or the
Council or the Company, its successors or assigns, in connec-
tion with the said undertaking by “The Tramways Act, 1894,”
“The Wellington High Levels Tramway Act, 1898,” or the said
Order, or any statute, or rule, regulation, by-law, or Order
for the time being in force. And, as a further and inde-
pendent covenant, will at all times keep the Corporation
fully and effectively indemnified against the same compensa-
tion, purchase-moneys, damages, penalties, costs, charges,
expenses, and moneys and obligations, and liabilities, and
against all compensation claims, actions and proceedings,
forfeitures, losses, and other consequences of any such non-
payment, non-performance, or non-observance as aforesaid.
And it is hereby further agreed and declared that if any
doubt, difference, or dispute shall arise between the Corpo-
ration or the Council on the one side, and the Company, its
successors or assigns, on the other side, touching the amount
of any purchase-money to be paid by the Corporation, or the
construction of these presents, or any matter or thing
arising out of these presents, or having relation to the
premises, then and in such case, and so often as the same
shall happen, such doubt, difference, or dispute shall be
reduced into writing, and be referred to the arbitration of
two indifferent persons—one to be from time to time chosen
by each of the parties so doubting, differing, or disputing—
within one calendar month after either of them shall have
made a requisition to that effect, and such reference shall be
deemed to be a submission to arbitration within the terms
of “The Arbitration Act, 1890.” Provided always, and it is
hereby agreed, and the Corporation, in pursuance of section 5
of “The Wellington High Levels Tramway Act, 1898,” doth
hereby impose the condition that if the Company, its suc-
cessors or assigns, shall at any time commit a breach of or
fail to perform or observe or keep any provision of these pre-
sents, or of the said Order in Council, or of “The Tramways
Act, 1894” (so far as such Act relates or can relate to
the said tramway authorised by the said Order), or any
provisions of “The Wellington High Levels Tramway Act,
1898,” and which ought to be performed, observed, or
kept by the Company, its successors or assigns, it shall be
lawful for the Corporation or for the Council, by notice in
writing, authenticated by the common seal of the Corpora-
tion, and served upon the Company, its successors or assigns,
or left at some principal or conspicuous part of the works
of the said undertaking, to require the company, its succes-
sors or assigns, to rectify the matter of such breach or non-
performance or non-observance within fourteen days from
the service of the notice, in default whereof it shall be law-
ful for the Corporation or the Council, by a further notice,
authenticated and served or left as aforesaid, to absolutely
determine the delegation made by these presents, and all the
powers, rights, and privileges granted by these presents; and
upon the service or leaving as aforesaid of the said last-
mentioned notice the same powers, rights, and privileges
shall cease accordingly, and the delegation hereby made be
treated as cancelled. And the Company doth hereby accept

B