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Photographic
Sdences
Corporation
23 WEST \k%\V. STRICT
WEBSTER, N.f. 145*0
(716) 877-«^C3
"(fc^
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6
TO THE HONORABLE
Sir Charles Tapper, K.C.M.6., M.P.,
Minister of Raihvays and Canals for the
Dominion of Canada, Ottazoa.
Sir —
Th(^ under.signo<l, wlio tor the purposu lieruiiiafter stit
out, call theiuselves the Company, have the honor to mibniit
the following proposition for the construction and operation of
the Canadian Pacific Railway : —
1. For the better interpretation hereof, it is hereby declaied
that the j)ortion of Railway hereinafter called the Eastern section,
shall comprise that part of the Canadian Pacific Railway to be
constructed, extending from the Western teruiiinis of tin; ("anada
Central Rivilway, near the east end of Lake; Ni]iissing, known
as Callander Station, to a point of junction with that portion of
the said Canadian Pacific Railway now in the course of C(jnstruc-
tion extending from Lake Superior to Selkirk on the East side
of Red River ; which latter portion is hereinafter called the Lake
Superior sectitm. That the portion of said Railway, now pai'tially
in coui'se of construction, extending fr(jin Selkirk to Kamloops,
is hereinafter called the Centi'al section; an<l tlie portion of said
Railway now in course of construction, extending from Kamloops
to Port Moodj', is heivinaftiu- calleil the Westei-n section. Ami
that the words " tlie Canadian Pacific Railway," are intended to
mean the entii-e Railway, as described in the Act :}7th Victcjria,
cap. 14. The individual parties who .shall sign this ofl'er are
hereinafter described as the Company ; and the Governmen*; of
Canada is hereinafter called the (jiovernnuint.
2. The contractors, innnediately after the organization of the
Company, will ileposit with the Government Sl.OOO.OOO in ca.sh or
approved securities, as a security for the construction of the Rail-
way. The Government .shall pay to the Company interest on the
cash di^posited at the rate of four percent, per aniunii, half-yearly,
and shall pay over to the Company the interest received upon
securities deposited, the whole until defaul in the pei'formance of
the con<litions hereof, or until the repayment of the deposit, and
shall return the de[)()sit to the Company on the completi(jn of the
railway, according to the terms hereof, with any interest accrued
thereon.
'•i. The Company will lay out, construct and e(|uip the said East-
ei'n section, and the .said Central section, of a uniform gauge of 4
feet cSi inches, and in order to establish an approximate standard
whereby the (|uality and the chai'acter of the Railway and of the
materials u.sed in the construction thei'eof atid of the enuipment
thereof may be regulated, the Union Pacific Railway of the
United States, as the same was in liS7;{, is hereby .selected and
fixed as such standai'd. And if the Government and the Company
should be unable to agree as to whether or not any work done or
materials furni.shed are in fair conformity with such standard, or
as to any other ([uestion of fact, excluding (juestions of law, the
sulyeet of disagreement .shall be from time to time referred to
the determination of three referees, one of whom shall be chosen
by the Government, one by the Comjiany, and one by the two
referees .so chosen, and such referees shall decide as to the party
by whom the expense of such refei'ence shall be defrayed. And
if such two referees .should be unable to agree upon a third
referee, he shall be appointed at the instance of either party
hereto, after notice to the other, by tlie Chief Justice of the
235119
Sujueme Court of Canada. And the decision of such referees,
or of the majority of tlieni, shall be final.
4. The work of construction shall he connnenced at the eastern
extremity of the Eastern '.seetiun not later than the first day of
July next, and the work u',)()n tlitj Central section .shall he com-
menced by the Coni[)any at such point towards the eastern end
thereof on the portion of tie line now under construction as shall
be found convenient and a.^ shall be approved by the Government,
at a date not later tlian tlie 1st May next. And the work ujion
the Eastei-n and Cential .sections, shall be vigorously and contin-
uously carried on at such rate of annual progress on each section
as sliall enable tlie Company to complete and e(juip the .same and
each of them, in running order, on oi' before the first day of May,
IH!)1, by which date the Company shall complete and e(iuii) the
aaiil sections in conformity with this proposal, unless prevented
by the act of Ciod, the (Queen's enemies, intestine disturbances,
epidemics, floods, or other cau.ses beyond the control of the Com-
pany. And in ease of the interru])tion or obstruction of the
work of construction from any of tlie said causes, the time fixed
for the completion of tlie railway shall be extende<l for a corres-
j)onding period.
5. The Company shall pay to the (i(j\ernment the cost, accord-
ing to the contract of the portion of railway, 100 miles in length,
extending fi'om the City of Winnipeg westward up to the time
at which the work was taken out of the hands of the contractor
and the expenses since incurred by the tJovernment in the work
of construction, but shall have the right to assume the .said work
at anj' time and comi)lete the same, ])aying the cost of construc-
tion as aforesaid so far as the same shall then have been inciUTed
b the (iovei'nment.
(i. Unless j)revented by the act of God, the Queen's enemies,
intestine disturbances, epidemics, floods (jr other causes beyond
the control of the Goveinment, the (ji)vernment shall cause to lie
completed the said Lake Superior section, by the dates fixed by
the exi.sting contracts for the construction thereof; and shall also
cause to be completed ti.j portion of the said Western .section
now under conti'act, namely, from Kamloops to Yale, within the
period Mxed by the contracts tlierefor, namely, liy the thirtieth
day of June, 18S."); and shall also cau.se to be completed, on or
before the first day of May, l<S!)l, the reiiiainiiig portion of the
said Western section, lying between Yale and Port Moody, which
.shall be ccmstructed of ecjually good (juality in every resjiect with
the standard hereby created for the jiortion hereby tendered for.
And the said Lake Supeiior section, and the j.ortions of the said
Western .section now under contract, .sliall be completed as nearly
as practicable accoi'ding to the specifications and conditions of the
contracts therefor except in so far as the san\e have been modified
by the Government prior to the 21st day of Octolier, LSHO.
7. Tlie Railway constructed under the terms hereof .shall be the
property of the Company: and pending the completion of the
Eastern and Central sections, the Government shall transfer to
the Company the possession and right to woi'k and run the several
portions of the Canadian Pacific Railway already constructed or
as the .same shall be completed. And upon the completion of the
Eastern and Central .sections, the Government shall convey to the
Company, with a suitable number of station buildings and with
water service (but without ecpupment), those portions of the
Canadian Pacific Railway constructed or to be constructed by the
(Jovernment which shall then be comjdeted; and upon completion
of the remainder of the poi'tion of railway to be constructed by
the Government, that portion shall also be conveyed to the Com-
pany, and the Canadian Pacific Railway shall become and be
thereafter the ; b.solute property of the C(jmpany. And the Com-
pany shall thereafter and forever efficiently maintain, work and
run the Canadian Pacific Railway.
8. Upon the receptifm from the Government of the possession
of each of the respective portions of the Canadian Pacific Railway,
the Company shall eijuip the same in conformity with the stand-
ard herein established, and shall thereafter maintain and efficiently
operate the same.
3
y. Ill ('c)iisi(Iurati(in of tlic prciiiis, , tlic (lovciiiniriit sliall ;,'raiit
to the ('()iii|iaiiy a siilisiily in iikhu'v of i*:J2,()()(),()0(), ami in laiul
of 22,()()(),()()() acics, for wliicli siilisiiiics tlic eonstniction of tlii^
Caiiaiiian I'ac'ific. Railway shall lie (•onii)lt't('il ami tlic same shall
liL' oi|ui])[)i'(l, niaintaincil ami oiiui'atiMJ, the saiil siilisidics resuuc-
tivL'ly to In; ))rti(i and ^lanttMl as thf work of constnutioii shall
j)i'oct'('(l, in iiiannrr and upon the condltiniis following', that is to
say :—
a. The said siiiisidy in nionuy is Iicrchy ilividcil and appropri-
atud as follows, naiiiuly: —
CENTRAL SKCTION.
Asaunu'il at I,!).')!) miles —
1st. !I0() inilijH, at .ij;,;);!.').;!:) icr niilo ;$.'t,fi(M),(IO(»
'iiul.— 4,")0 miles, at ?!1'.',000 pur mile .■),4(H),000
«12,(I00,000
KASTKRN SKCTION.
AsHiimed at U~)U niilug, subHidy equal tn 9ir>.MS4,6l per mile I(),IH)0,000
.•?'.''J,000,000
And the said subsidy in land is hcrcliy dividi'd and appropri-
ated as follows, siiliject to tho rescivf hereafter provided for:
CENTRA I, SECTION.
Ist. !MI0 niili'3 at 10,000 acres per mile (1,000.(100
2ml. — 150 miles at I'), 000 acres per mile (i, ""'0,000
ir),;.-)0,0C0
EASTERN SECTION.
Aaaumed at Ii.'i0 miles, sulisiily equal to !),0irj.3.'> acres per mile (i,2r>0,<MH)
22,000,(K)0
b. Upon the construction of any portion of the railway not less
than ii) miles in length, and the completion thereof so as to admit
of the riinninj;' of reifiilar trains thereon, together with such e(|uip-
ment thereof as shall lie rei|uireil for the tratlic thereon, the (!ov-
erniiieiit shall ]iay ami gniiit to the Company the money and land
siihsidies ai'plicahle thereto, according to the division and appro-
priation thereof made, as hereintiefore providi^d ; the C'omiiany
having thi; option of receiving in lieu of cash, teiniinalile lioiids
of the (Jovernnient, hearing such rate of intei'cst for such period
and nominal amount as may he arranged, and which may lie
e((uivaleiit according to actuarial calc\dation to the corresponding
cash [layment, the (Jovernnient allowing foui- per cent, interest on
nioneys deposited with them.
<■. If at any time the Company shall cause to he delivered on or
near the line of the said railway, at a ])lace satisfactory to the
< Joveriiiiieiit, steel rails and fastenings to \\v used in the construc-
tion of tin' railway, hut in advance of the re(|uireiiieiits for such
construction, the (iovcrniiieiit, on the reciuisition of the Company,
shall, upon such teiiiis and conditions as shall he ileteniiined by
the (iovei'iimeiit, advance thereon three-fourths of the value
thereof at the place of delivery. And a proportion of the amount
so advanced shall he deducted according to such terms and con-
ditions from the suhsidy to he tlu'reafter paid,U]ion the .settlement
for each section of 20 miles of railway, which [iroportion shall
correspond with the pr(i]i()rtion of such rails and fastenings which
have been u.sed in the construction of sucli .sections.
(/. Until the first day of January, 1X.S2, the Company shall have
the option, instead of i.ssuing land grant bonds as hereinafter pro-
vided, of substituting the payment by the Government of the
interest (or part of the interest) on bonds of the Company, mort-
gaging the railway and the lands to lie granted by the tJovern-
nient, running over such term of years as may be approved by the
Governor in Council in lieu of the ca.sh subsidy to be granted to
the Company or any part thereof under the terms hereof ; .such
payments of interest to be eijuivalent according to actuarial calcu-
lation to the corresponding ca.sh paynient,the Government allowing
four per cent, interest on monej's dejiosited with them ; and the
coupons representing the interi'st on such bonds shall be guaran-
teed by the Government to the extent of such eijuivalent. And
the proceeds of the sale of such bonds, to tho extent of not more
than !!J2.>,000,000, shall be deposited with the Govennnent, and the
liillniicc of siicli |iiu( Is nIiuII 1,.. |.|ii(.(m| clsfwliciv l.y tile Coiii-
piiiiy, to the siitiNt'actiiiii, mill iiinlcr (lif i.xchi.sivc i-oi'itiol of tlu'
(ioviriunciit ; fiiiliiiu \v|ii,.|i last coiiditioii tin- 1 Is in excess of
those solil slwill leiiillill ill tlie liailds of the ( fovi'lllllieiit. AikI
from time to time as the work proceeds, the ( loveiiiiiieiit shall pay
over to the I'ompaiiy . firstly, out of the amount so to lie plaei'd
hy the ('om|iaiiy and, after the e.\|ienilituie of that amount, out
of the amount depnsited with the (Jovernmeiit sums of monev
liearini,' the sa iMoportion to the milea^n' <'asli siilisidv hereli'v
•i^'"' ' I'l"'"' ^vhieh the net proe Is of such sale (if the 'whole of
•^"••'i ' 1>* 'ire sold upon the issue thereof) or, if such lionds he
not all then sold, the net proceeds of the i.ssue, calculated at the
rate at which the sale of part of them shall have heeii made, shall
hear to the sum of 8l'.'.,()(M),(M)(). Hut if only a i.ortion of the hond
i.ssue lie .sold, the amount earned liy the ('ompany, accordiiii,' to
the proportion aforesaid, shall he ]iaid to the Company, partly out
of tile lioiids in the hands of the ( loverimieiit, and piirtly olit of
the cash i|e|)osited with the (Jovi'inmeiit, in similar proportions to
the amount of such lioiids sold and remaining,' unsold respeetivelv;
and the Company .shall ivcei ve the l.omls so paid a.s oish at tlie
rate at which the said [lartial .sale thereof shall have lieeii made.
And the (iovernmeiit will receive and hold such .sum of money
towards the creation of a siiikin;,' fund for the redemption of
such lionds and upon such terms and conditions as shall he a;,'r 1
upon iietweeii the ( Jovei ii nt and the Company.
I. If the Comiiaiiy avail themselves of the option ^.'r.iiited hv
clause (/, the sum of .S2,()()() per mile for tln' first ei;;irt hundre'd
miles of the central section shall he deducted /ir<i nitu from the
amount payahle to the (Company in respect of the said eij,dit
hundred miles, and shall he ai)|)ii'ipriated to increase the mileri-<-
cash suhsidy appropriated to the remainder of the .said central
section.
10. Ill further consideration of the premises the (Joveiiiment
shall also ;;rant to the Company the lands iei|uired for the road
lied of the railway, and for its stations, station j^'rounds. work-
.shops, dock o-rouiid and water frontajie at the termini on navii,'alile
waters, huildini;s, yards, and other appurtenances reiiuircd for
the cimvenient and ctlectual construction and working; of the rail-
way, in so far as .such land .shall he vested in the (lovernmeiit.
And will convey to the Company, at cost )ifice, with interest, all
rails and fa.steninjfs iKMiyht in or .since the year l.S7!l, and other
materials for construction in the ]io.sse,Hsion of or [lurchased hy
the (ioveriiinent at a valuation; such rails, fa.steniiifis and mate-
rials not lieiii^reiniired hy it for the con.struction of the said Lake
Siijierior and western sections.
11. The u-raiit of land as herein mentioned to he made to the
Company, .shall he so made in alternate .sectiiais of (i-tO acres eacli,
e.Ueiidine- hack 24 leiles deep on each side of the railway, from
WinnipeiL; to Ja.sper Hou.se, in so far as such lands .shall he vested
in the (iovernmeiit, the Com]iany receiviiii,' the sections hearinj,'
uneven numheis. But .should any of such .sections consist in a
material degree of laiul not fairly tit for settlement, the Company
.shall not he ohlijred to receive them as part of .such i,'iaiit, and the
deticieiicy therehy causeil, and any further deficiency which may
ari.se from the insutlicient (piantity of land alonj,' the said portion
of railway, to complete the .said 22,()()(),()()() acres, or from tlie pre-
valence of liJves and water stretches in the sections !,'ianted (which
lakes aiul water .stretches shall not lie computed in the acreage of
such .sections), .shall he inadeuji from other portions to lie selected
hy the Company in the tract known as the fei'tile helt, that is to
.say, the land lying hctweeu parallels 4!) and T)? degrees of nortli
latitude, or elsewhere at tlie option of the Company, liy the grant
therein of similar alternate sections extending hack 24' miles .leep
on each side of any hrancli line or lines of railway to be located
hy the Company, and to he shown on a map or plan thereof
•leposited with the Minister of Railway.s ; or of any common front-
line or lines agreed upon between the Government and the Com-
jiany, tlu' condititins hereinbefore stated as to lands not fairly fit
for settlement to be applicable to .such additional grants. And
the Company may, with the consent of the Government, .select in
the Noitli-West_ Territories any tract or tracts of land not taken
up as a means of supplying or partially supplying such deficiency.
Hut siicli >,'rinits sliiill lie iiiiiili' iiiily iVmii IiukIm n'liirjiiing vested
ill till' ( loMTniiiciit.
12. Till' ( lovi'iiiiiii'iit sliiill I'xtin^uisli tlie liiilian Litlf uH'cctinj,'
till' liiinls liiTi'iii ii|)|(n)iirint('il, ami to lie lifi'wit'tci' ;;mnteil in aiil
i>( till' mil way.
I.'l. Till' ( 'iiiiUPiiiiv sliali liavr llir iiijlil, sulijci't to till' apiiriival
of till' (iovi'i'iiDi- in Cimiicil, to lav out ami locatf the line of rail-
way licrcliy coiilnn'tiil for ax tlii'V niiiy ii'i' tit, |ii('si'i'viiij,' tliii
I'ollowii.j.' ti'iiiiiiial jpoiiits, iiMUii'ly ; IVoiii I 'allainlcr station to tlic
|)oiiit of jiiiH'lioii willi tile Lake SiiiK rioj- M'l'tion ; anil t'loin Si'l-
kirk to till' imiclion \\itli tin' wt'stcrn M'ction at Kaiiiloo|iH liy
way of till' ^'l•llo\v Hi'iul Pass.
14. Till' ('oiii|iaiiy slmll has r tlif lij^'lit, fioiii tinii' to tiiut', to
lay out, ('onstiiict, I'liuip, maintain ami work inaiicli liiii's of rail-
way, from any )ioinl or |ioints almij; tln'ir main line of railway,
to any point or |poinls witliiii tin' territory of tlic Doiiiinio.n
I'roviili'il always, tliat lu'forc (•ommcncin;; any luancli, tlwy shall
tirst ili'|iiisit a iiiap ami |ilan of siidi luancli in tlii' |)('|iiirtmi'nt of
Kailways. Ami tlic tloxi'rniiiciit shall ^rant to the ('oiii|iiiiiy the
lamls it'i|iiir('i| for lli' loail ln'l uf such liriinchcs. anil for the
stations, Mtatioii iljioiiihIs, liuiMiii^s, woikshii|is, yards ami other
a|i|iuiteiiaiices ii'i|uisite for the I'tlieient construction ami woikiiij^
of such hranchi's in so far as such lamls ali' vested in the (loverii-
iiient.
l.'i. The (.'i)iii|)aiiy shall he authorized hy their Act of iiicoi)M)-
ration to i.s.sue honds, secuied ii|ioii the land granted an i to he
granted to the Coiniiaiiy, contiiiiiinj;' |irosisioiis for the u.sc of such
honds ill the aciiuisitioii of lands, and such other eoi, litionsas the
C'oni|iaiir. shall sec tit; such issue to he for ,*'2.'),0()().(>()(). And should
the (' iii|)Hny make such issue of hind j.aaiit hoiids, then they shall
dejiosit them in the hands of the (ioxcrnnieiit : and the (lox em-
inent shall letain and hold oiie-tifth of such honds as security for
the due jpertoriiiance of the jircseiit contract in respect of the iiiain-
tenaiice and continuous workinj;' of the railway liy the (_'onii)any,
as herein U'entioiied, for ten years after the conipletioii thereof,
and the reniainini; !*2().()()(),()()()" of such honds .shal'l he (K'alt with
us hereinafter |irovided. Ami as to the .said one-lifth of the said
honds, so loiijf as no default shall occur in the maintenance and
workine- of the said Canadian Pacilic Itailway, the (<overnnient
shall not present or demand )iaynii'iit of the coupons of such honds,
nor ri'i|uire paymi'iit of any interest thereon. And if any of such
honds so to he retained i y the Ciovernmcnt shall he ]iaid off in the
manlier to he provided for the extinction of the whole issue thereof,
the (io\criiment shall hold the aniouiit recei\ed in ]iaynient thereof
as .security for the same puipo.scs as the honds .so jiaid off", payin;^
interest thereon at iour per cent, per annum .so loii<; as default is
not iiinde hy the ('oni]iany in the performance of tlie conditions
hereof. And at the end of the .said period of ten years from the
coaiplutioii of the .said railway, if no di^fault shall then have
occurred in such maintenance and workiiij;' thereof, the .saiil honds,
or if any of tlu'iii shall then have heen paid off', the remainder of
said honds and the money received for those paid ott', with accrued
interest, shall he delivered hack hy the ( Jovernment to the Com-
pany with all the coupons attacheil to .such honds. But if such
default .sh(nilil occur, the (lovernmeiit may thereafter require pay-
ment of interest on the honds so held, and shall not he ohliged to
j'ontinue to jmy inti vest on tl.'. money representing honds paid off';
and wlule the Government shall retain the right to hold the said
portion of the .said land grhiit honds, other securities satisfactoiy
to tlie (iovernment may he suhstituted for them by the Company
hy agreement witli the Government.
16. If the Company shall find it necessary or expeilient to sell
the remaining §20,000,000 of the land gi-ant honds, or a larger
jioi'tion thereof than in the proportion of one dollar foi- each acre
of land then earned l>}' the Company, they .shall he allowed to do
so, hut the proceed.s thereof, over anil above the amount to which
the Company shall be entitled a.s herein prf)vided, .shall be depo,sited
with the Government. And the (joverninent shall pay interest
upon such deposit half-yearly, at the i-ate of four per cent, per
annum, and .sliall pay over the amount of such deposit to the Coin-
(J
jiany from time to time as tlie work proceeds, in the same propor-
tions and at the same times and upim tlie same conditions as tlie
land grant — that is to say: tlie C.'ompany shall he entitled to re-
ceive from the Uovennnent out of the pi-oceeds of the said land
<,'rant bonds, the same nuniher of dollai's as the iiumher of acres
of the land snhsidy which sliall then have been earned by them,
less one-tifth thereof, that is to say, if the I winds are sold at par,
liut if they aie sold at less than |)ai', then a deduction shall be made
therefrom correspondiiifj; to the discount at which such l)onds arc
sold. And such land grant shall be conveyeil to them by tin;
( iovernment, subject to the ilmrge ci'eated as security for the said
land giant bonds, and shall icmain subject to such charge till re-
lieved thereof in such maimer as shall be jjrovided for at the time
of the issue of such liomls.
17. The Company shall pay any expenses which sliall be incur-
red by the (jovernmeiit in carrying out the provisions of the two
last preceding clauses of this contract.
18. If tlie Company slumld not issue siu'li Iniul grant bonds,
then the (loveiimient shall retain from out of each grant tube
made from time to time, every fifth section of the lands lieieby
agreed to be grantt'd, such lands to be so retained as security for
the purposes, and for the length of time, mentioned in section
eighteen hereof. And such lands m.ay be sold in such manner
and at such prices as shall lie .agreed upon between the Covern-
inent and the Company, and in tliat case the price thereof shall
lie paid to and held by the (iovernment for the same periijd, and
for the same puipo.ses as the land itself, the (iovernment paying
four per cent, pel- annum interest thereon. And other securities
satisfactory to the (iovermiieiit may be sulistituted for such lands
or money by agreement with the (jovernment.
19. The Company al.so hereby uU'ers, in the event of the Gov-
eriiiiieiit de '■.'iug to witluliaw from the proposed coiistriicti(jn of
the Eastern Section of tiie said Ifailway, tiiat tlie Company shall
reduce the said subsidy in nioiiey and land l)y the amount appor-
tioned to the said Eastern Section of liie Railway under the '.ttji
paia>;ia))li of tiiis proposal, that is to say by :SlU,l>0(l,00l) and
(),".:JiJtl,<'IHJ acres of land, and this proposal shall stand in all other
respects, and in .so far as the same shall "ot exclusively apply to
the construction, equipment, or operating of the Eastern Section.
20. Ill the event of the (iovernment desiring to withdraw the
said Eastern Section from construction iiereunder, the Com] any
hereby oilers to construct within three years, and e(juip, own and
operate; as a part of the (janadiau I'acitic Kailway, a liranch line
rr(;in South-East Hay, Lake Nipissing, to Sault Ste. Marie and
(ioulais I>ay, Lake .Superior, estimated at 2'J-t miles, at and Itn' a
sum of !#.S,.")00,000 ; and in all other respects the provisions of liiis
l)roposaI shall apply to the said liranch Line so far as applicable
thereto.
21. In the event of the (iovernment desiring to .pone or
withJraw from construction the Western Section of iu>. said Kail-
way, extt;iidi:<g from Kamloops to Port Moody, they shall be at
liberty to do so, and in that event tlie Govermneiit shall not be
bound to 'omplete and hand over to the Company the said Western
Section under the (itii and 7th clauses hereof ; Imt except so far as
it relates and is applicable to the construction of the said Western
Section by the (iovernment, this proposal shall stand good and be
binding upon the Company.
22. Ill the event of tlie Government desiring to postpone or
withdraw from construction by the Company hereunder the westerly
portion of the Central Section ol said railway, being the westerly
45(1 miles thereof, as mentioned in the Dtli clause of this proposal,
the Company offers to reduce the subsidy in money and land by
the amount apportioned to the said westerly 450 miles of the
Central Section under the said 9th clause hereof-— that is to say,
5|io,4()0,000 and 0,750,000 acres of land ; and in the event of such
l>ostpoiiement or withdrawal by the Government of the saiil westerly
4511 imles of the Central Section, then this proposal shall stand in
all other respects, and in so far as the same shall not exclusively
relate
miles.
to
p const nifl ill'.', eiiuipment, or operating' ol' said 4r)(l
li:!. At luiy liuic mIiit llie coiiii>lctiuii of tliu (Januiliau Paoitic
li'ailway, or of the paits tliereof tliat are to be c'.oiii|jlet(Ml liere-
iiucler, tlu! (loveniiiieiit sliall he entitled to aeiinire the same and
all the |pro|ierty and assets of the Company, i)ayin,i,' tlierelor such
(■omi)ensatioii as may be a,i,'reed upon; or in ease of disaqreemeut,
such ('oni))ensation shall be settled by the decision of the majority
of three arbitrators, one to be chosen by the (lovernment, one by
the Company, and the third by the two so .appointed.
'li. The Company to lie incorporated, with surticieiit powers to
enable tjieni to carry ont the t'oree;oinj;' offer, and this propo.sal
shall only be bindinj^ in the event of an Act of incorporation
liein^' •granted to tlw ('onipany, snb.stantially asset imtiti Scheilu'e
A, hereto.
2.'). 'I'lie llailway Act of IS7!(, in .so fai' as the j)ii)visio.>is of the
same are applicable to the nndei'takinj; referred to in this ])roposal,
and in so fai' as they are not inconsistent herewith or inconsistent
with or contrary to the piovisions of the Act of incorj)oration to
be i^oanted ct) the Company, shall ap})ly lu the Canadian Pacit'c
J-!ail\vay.