E.—7

2

carriage of goods and passengers, pay to the said David Proudfoot and John Thomas Chaplin out of the moneys so placed to the credit of the said Port Chalmers Railway Guarantee Account, yearly and every year, on the half-yearly days aforesaid, for the term of fifteen years, to be computed from the date of the completing of the said works, interest at such rate as, when added to the net income derived by the said David Proudfoot and John Thomas Chaplin, from the said railway, would amount in every year to a sufficient sum to increase the interest upon the entire capital, not exceeding the said sum of seventy thousand pounds, employed in the construction of the said railway and other works to the rate of eight pounds per centum per annum : And also, that if the said moneys should not suffice to increase the interest to that rate, then that the Superintendent would from time to time alter and increase the rates and charges payable at such jetties and wharves to a sufficient sum to cover the amount necessary to make up the interest on the said capital to the rate aforesaid, or would otherwise provide for the payment of such interest out of the ordinary revenues of the said Province; but this proviso was not to be held to interfere with or prejudice or affect the security of the said David Proudfoot and John Thomas Chaplin, their executors, administrators, and assigns, in respect of the dues to be received or payable at such jetties and wharves : And by the now reciting deed it was also provided that until the said Superintendent or his successors should have exercised the power of purchase therein contained, the rates and charges then payable at such jetties and wharves should not be reduced. And whereas by an Ordinance passed in the twenty-seventh Session of the Provincial Council of the Province of Otago, No. 307, and shortly entitled " The Dunedin and Port Chalmers Railway Agreement Validation Ordinance, 1870," and which was afterwards duly ratified by the Governor of the said Colony in Council), the said recited deed of agreement was validated : And whereas by a deed bearing date the nineteenth December, one thousand eight hundred and seventy, and made between the said John Thomas Chaplin of the first part, the said David Proudfoot of the second part, the said James Macandrew (as such Superintendent as aforesaid) of the third part, and the said Richard Oliver and one Thomas Birt Ulph of the fourth part, for the consideration therein mentioned, the said John Thomas Chaplin, with the consent and approbation of the said David Proudfoot, and also of the said James Macandrew (as such Superintendent as aforesaid), absolutely assigned and made over unto the said Richard Oliver and Thomas Birt Ulph, their executors, administrators and assigns, his equal half share and interest in or under the said deed of agreement of the twenty-fifth January, one thousand eight hundred and seventy : And whereas the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph, subsequently to the date of the said last recited deed, entered into partnership, under the style and firm of *' Proudfoot, Oliver, and Ulph," in the business of Railway Contractors, and for all purposes and things necessary and requisite to be done to carry out the covenants in the said deed of agreement of the twenty-fifth January, one thousand eight hundred and seventy : And whereas by a lease dated the fourteenth January, one thousand eight hundred and seventy-one, and made between the said Superintendent of the one part, and the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph of the other part, reciting the said deed of agreement, of the twentyfifth January, one thousand eight hundred and seventy, and the said deed of the nineteenth December, one thousand eight hundred and seventy; and that since the making and signing of the said deed of agreement, an Ordinance of the Superintendent and Provincial Council of the said Province of Otago, the short title whereof was "The Jetties and AA'harvcs Ordinance, 1870," had been passed, and was then in force and operation, by which Ordinances the Superintendent was, with the advice and consent of his Executive Council, empowered to let the tolls, dues, and wharfage of all or any jetties and wharves, the management of which was by " The Jetties and Wharves Ordinance, 1858," or otherwise by whatsoever means vested in him, for such term or terms of years, and upon such terms and conditions, and in such manner in every respect as the said Superintendent, with the advice and consent of his Executive Council, should from time to time think fit, and that the said Superintendent had, with the advice and consent of his Executive Council, and for the purpose of further securing the due payment of the interest payable under the said deed of agreement of the twenty-fifth January, one thousand eight hundred aud seventy, agreed with the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph to lease to them, the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph, the tolls, dues, and wharfages of the jetties thereinafter mentioned. The said Superintendent, in pursuance and exercise of the several powers and authorities conferred upon him in that behalf by the said " Jetties and Wharves Ordinance, 1870," demised unto the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph, their executors and administrators, the tolls, dues, and wharfages of the several jetties therein mentioned, according to the scale set forth in the several clauses of the schedules thereunder written, or such other scale as should from time to time be fixed by the said Superintendent to be charged at such jetties and wharves, and any or either of them, together with full power and authority for the said David Proudfoot, Richard Oliver, and Thomas Birt Ulph, their heirs, executors, administrators, and assigns, and such person or persons as might be lawfully appointed as collector or collectors under the provisions for that purpose thereinafter contained, to collect and receive the same tolls, dues, and wharfages according and subject to the provisions and restrictions of the said Ordinance, and under and subject to such rules, orders, regulations, restrictions, and by-laws as were then lawfully subsisting, or which should at any time or times thereafter be made by the Superintendent, for the time being, of the Province of Otago, and subject to all such Acts, Ordinance, By-laws, and Harbour and other Regulations which then were