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require him the said Superintendent to cause
an Ordinance to be passed by the said Pro-
vincial Council of Otago under the authority
of "The Provincial compulsory Land Taking Act 1866"
authorizing the compulsory taking of such Land then
that he the said Superintendent will use every endea-
vour to procure to be passed at and during the then pre-
sent or next Session of the said Provincial Council
of Otago an Ordinance authorizing the said David Proud-
foot and John Thomas Chaplin to take compulsorily
such land as may be so required as aforesaid And will
thereafter immediately use every endeavor to obtain to
such Ordinance the assent of the Governor of New
Zealand for the then time being And that he the said
Superintendent will so often as the said David Proud-
foot and John Thomas Chaplin shall for the purpose
of the making and construction of and as a part of the
site of the said Railway or other works require any
lands already vested or which may be hereafter vested
in the Superintendent of the Province of Otago (and
whether such lands be situate above high water mark
or be situate on the shore of the Otago Harbour in the said
Province below high water mark or be altogether
covered by the waters of the said harbour) use his best
endeavours to get passed at the then present or next
Session of the said Provincial Council of Otago an Or-
dinance authorizing the free Grant and Conveyance to
the said David Proudfoot and John Thomas Chaplin of
the said lands so granted and will thereupon imme-
diately use every endeavor to obtain the assent of the
said Governor to the said Ordinance and thereupon
will convey to the said David Proudfoot and John
Thomas Chaplin all such lands the subject of the
said Ordinance free of all purchase money costs
charges and expenses And further that he the said
Superintendent will pay to the said David Proudfoot
and John Thomas Chaplin their executors adminis-
trators or assigns for any term not exceeding three
months during which the sum of Five thousand
pounds shall remain in the hands of the Provincial
Treasurer as hereinafter mentioned interest at and
after the rate of eight pounds per centum per annum on
the said sum of five thousand pounds required to be de-
posited by the said David Proudfoot and John Thomas
Chaplin as hereinafter mentioned And further that he
the said Superintendent will at all times hereafter at the costs and charges of the
said David Proudfoot and John Thomas Chaplin
make do and cause to be done every act deed matter
and thing necessary and proper for effectuating all
and every the ends intents and purposes hereinbefore
mentioned or referred to and will use every endeavor
to procure all and every such further Ordinance or
Ordinances to be passed by the said Provincial Council
of Otago at all and every time or times hereafter
when occasion shall require and to obtain the assent
to such Ordinance or Ordinances of the said Gover-
nor (when necessary) and generally to do or cause
to be done every other act matter and thing requisite
and necessary in and about the premises And further
that the said Superintendent will not hereafter assist
any person or persons Company or Corporation who
may undertake the construction of a line of Railway
between Dunedin and Port Chalmers to the prejudice
of the said David Proudfoot and John Thomas Chap-
lin their executors administrators or assigns by guaran-
teeing the payment of interest to such person Com-
pany or Corporation upon the whole or any part of
the capital necessary to be employed in the construc-
tion of such line Provided always And it is hereby
expressly agreed and declared between and by the par-
ties hereto that nothing herein contained shall extend
to charge the person of the said James Macandrew
as such Superintendent as aforesaid or the heirs ex-
ecutors or administrators of the said James Macandrew
or any of his or their own proper lands tenements
goods or chattels with or for the performance of all

or any of the covenants conditions or agreements
in these presents contained on the part of the said
James Macandrew as such Superintendent as aforesaid
or his successors in office to be observed and performed
And this deed also witnesseth that in consideration
of the premises and of the covenants by and on
behalf of the said Superintendent which are here-
inbefore contained The said David Proudfoot and
John Thomas Chaplin for themselves their heirs exe-
cutors administrators and assigns do and each of them
doth hereby covenant promise and agree with
and to the said Superintendent as follows (that is
to say) The said David Proudfoot and John Thomas
Chaplin their heirs executors administrators or assigns
will at their own cost construct complete maintain and
work for public traffic a single line of Railway from
Port Chalmers in the said Province of Otago to the
City of Dunedin in the same Province with all works
approaches public and occupation roads bridges and
crossings sidings stations workshops fixed and rolling
stock and all other works and appliances which may be
necessary for the construction and convenient and safe
working of the said line and also all wharves jetties
and other necessary erections for the purpose of ena-
bling ships and vessels to load and discharge their car-
goes and land and take in passengers from and to such
Railway And that the commencing point of the said
Railway shall be a point in the Harbour of Port Chal-
mers particularized on the plan marked with the letter
"A" and signed by the said parties hereto And that
the point of termination of the said Railway shall be a
point in the site reserved for a central Railway station
at Dunedin aforesaid consisting of two acres and indi-
cated by a red color on the said plan marked "A" and
that an Engineer to be appointed by the Superinten-
dent shall have and exercise a general supervision and
control on behalf of the Province in all matters relat-
ing to the construction maintenance and general man-
agement and working of the said line of railway and
who is hereinafter referred to by the title of "Inspecting
Engineer" And that the line of the said intended
Railway shall be within the lines of deviation shown
on the said plan And further that the said David
Proudfoot and John Thomas Chaplin will forthwith
deposit with the Provincial Treasurer for the time
being of the Province of Otago aforesaid the sum of
five thousand pounds to be held by the said Provincial
Treasurer and his successors in office or other the perso-
or persons for the time being having the custody or
control of the public funds of the said Province as and
by way of security for the due completion by the said
David Proudfoot and John Thomas Chaplin of the said
Railway and other works in accordance with these
presents such sum to be returned to the said David
Proudfoot and John Thomas Chaplin so soon as the
said Inspecting Engineer shall certify to the said
Superintendent that the said David Proudfoot and
John Thomas Chaplin have performed works upon and
constructed the said line to the extent in value of five
thousand pounds but to be absolutely forfeited to the
said Superintendent unless such works to the extent of
five thousand pounds shall not be so constructed
within eighteen months from the day of the date hereof
And further that the said David Proudfoot and John
Thomas Chaplin their heirs executors administrators or
assigns will commence the works in connection with
the construction of the said line of Railway within six
weeks from the day of the date hereof and will from
the time of the commencement of the said works uni-
formly and regularly carry on the same and will com-
plete the same to the satisfaction of the inspecting
engineer and will obtain a certificate from him that
the whole length of the said Railway is completed and
provided with rolling stock and is ready and fit to be
used for public traffic within one year and six months
from the commencement of the said works It being
expressly agreed that unless the said works shall be so