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[Short Line Form.]
AGREEMENT BETWEEN THE DIRECTOR GENERAL OF RAILROADS
This Agreement made this 1918, between William G. McAdoo, Director General of Railroads (hereinafter called the Director General), acting on behalf of the United States and the President, under the powers conferred on him by the proclamation of the President, hereinafter referred to, and the
Company, a corporation duly organized under the laws of the State(s) of (hereinafter called the Company):
(a) WHEREAS by a Proclamation dated December 26, 1917, the President, acting under the powers conferred on him by the Constitution and Laws of the United States, by virtue of the joint resolutions of the Senate and House of Representatives bearing date April 6 and December 7, 1917, respectively, and particularly by virtue of Section 1 of the Act of Congress approved August 29, 1916, entitled "An Act making appropriations for the support of the Army for the fiscal year ending June 30, 1917, and for other purposes," took possession of and assumed control at 12 o'clock noon on December 28, 1917, for war purposes of certain railroads constituting a system or systems of transportation (not including the railroad of the Company described herein), and appointed William G. McAdoo Director General of Railroads; and
(b) WHEREAS the Act of Congress called herein the Federal Control Act, approved by the President March 21, 1918, brought under Federal control the railroad hereinafter described under the following provision," That every railroad not owned, controlled, or operated by another carrier company, and which has heretofore competed for traffic with a railroad or railroads of which the President has taken the possession, use, and control, or which connects with such railroads and is engaged as a common carrier in general transportation, shall be held and considered as within Federal control,' as herein
defined, and necessary for the prosecution of the war, and shall be entitled to the benefits of all the provisions of this Act"; and
(c) WHEREAS by Proclamation, dated March 29, 1918, the President, pursuant to said Federal Control Act authorized the said William G. McAdoo, as Director General, either personally or through such divisions, agencies, or persons as he may appoint, and in his own name or in the name of such divisions, agencies, or persons, or in the name of the President, to make with the carriers, or any of them, such agreements as may be necessary and expedient respecting any matter concerning which it may be necessary or expedient to deal and to make any and all contracts, agreements or obligations necessary or expedient in connection with the Federal control of such railroads as fully in all respects as the President might do:
Now, THEREFORE, the parties hereto, each in consideration of the agreements of the other herein contained, do hereby covenant and agree to and with each other as follows:
SECTION 1. (a) This agreement shall be binding upon the United States, the Director General, and his successors, and upon the Company, its successors and assigns,
This agreement shall not be construed as creating any right, claim, privilege, or benefit against either party hereto in favor of any State or any subdivision thereof, or of any individual or corporation other than the parties hereto.
(b) Wherever in this agreement the words Director General are used, they shall be understood as designating William G. McAdoo, or such other person as the President may from time to time appoint to exercise the powers conferred on him by law with relation to Federal control.
SECTION 2. The Company's said railroad affected by this agreement shall be considered as including the following roads and properties:
SECTION 3. (a) The Company accepts the terms and conditions of said Federal Control Act and the terms of this agreement, and expressly accepts the covenants and obligations of the Director General in this agreement set out and the rights arising thereunder in full adjustment, settlement, satisfaction, and discharge of any and all claims and rights, at law or in equity, which it now has or hereafter can have against the United States, the President, the Director General, or any agent or agency thereof by virtue of anything done or omitted, pursuant to the acts of Congress herein referred to.
This is not intended to affect any claim said Company may have against the United States for carrying the mails or for other services rendered not pertaining to or based upon the Federal Control Act.
(b) The Company, on its own initiative or upon the request of the Director General, shall take all appropriate and necessary corporate action to carry out the obligations assumed by it in this agreement or lawfully imposed upon it by or pursuant to the Federal Control Act.
SECTION 4. It is expressly agreed and understood that the possession and use of the railroad property herein described subject to the right of the Director General to take the said property into actual possession as hereinafter provided, as a war emergency, shall remain in the Company, and the Company shall continue to operate the same, and all revenues accruing from the operation thereof shall belong to the Company, and all expenses arising out of or incident thereto, and all taxes of whatsoever character imposed thereon, or upon the Company shall be paid and borne by the Company, it being expressly agreed that unless and until the Director General shall as a war necessity take over the actual possession and operation of said railroad, he assumes no obligation for the payment of any expenses or charges in connection therewith, nor of any risk or accident in connection with the operation or control of said property.
SECTION 5. All rates, fares, and charges for transportation services performed jointly by the Company and any transportation system in the possession of, and operated by, the Director General shall be divided fairly between the Director General and the Company. It is agreed that the arbitraries and percentages of joint rates, both passenger and freight, received by the Company as of January 1, 1918, shall not be reduced, and whenever joint rates have been or, shall be increased, the Company shall receive as its proportion of such increased joint rates amounts in the same ratio as its arbitraries or percentages bore to the joint rates before they were increased.
SECTION 6. The Company shall receive an equitable allotment of the cars (and, where feasible, motive power) in the possession or under the control of the Director General. For the equipment thus furnished it shall pay the per diem rentals now in effect or as they may be established from time to time by the Director General, and like rentals shall be paid by the Director General to the Company for any of the Company's equipment used by him: Provided, however, That there shall be a time or reclaim allowance to roads of 100 miles or less in length, of two days, which will be assumed by the delivering road.
SECTION 7. Such arrangements shall be made for the routing over the Company's line of competitive traffic as shall insure to the Company in any month the same proportion of such competitive traffic as it had of the total of such traffic for the average of the three years, counting the calendar years of 1915, 1916, and 1917, taking
into account both class and quantity of tonnage, it being understood and agreed that if in any month such proportion of competitive traffic delivered to the Company shall be less than that based on the average for the three-year period, the Director General will, within 60 days after the close of any such month, deliver such additional amount of competitive traffic as shall make up the required amount.
SECTION 8. If differences arise as to any matter arising under this contract, either party may refer the question to the Interstate Commerce Commission, and its decision shall be final and binding.
SECTION 9. The Company, so far as practicable, shall have the right to use the purchasing agencies of the Director General in the purchase of materials and supplies at the prices which the Director General shall pay therefor, and to have its repairs done in the shops of its connecting lines to the same extent and upon the same terms as were enjoyed before Federal control; where roads have heretofore not had the repairs done at the shops of the connecting line, but at private shops which have since been closed, they may have their repairs done at the shops of the connecting line upon fair terms.
SECTION 10. There shall be no discriminaton against the Company in the matter of publishing tariffs and routing. In all publication of rates, tariffs, and routing, covering the territory in which the Company's road is situated, the Company shall be treated in the same manner as the trunk lines, except that nothing in this section shall be construed to require the establishment of joint rates where joint rates were not in effect at the commencement of Federal control.
SECTION 11. It is expressly agreed that if in the opinion of the Director General a necessity shall arise making it necessary or desirable for any purpose connected with the war, for the Director General to take into his own hands the possession, control, and operation of said railroad and the properties herein described, he shall have the right to do so. In such event this contract shall be terminated and a new contract made providing for the payment of compensation as provided by the Federal Control Act; and if in the meantime it becomes necessary in his opinion to issue any orders or directions to said Company affecting the movement of troops or war supplies, said Company shall obey such orders or directions.
SECTION 12. In view of the foregoing covenants and agreements, and subject thereto, the order of relinquishment issued on the day of June, 1918, is hereby rescinded and set aside. as of the date when the same was issued; and the said railroad and the properties herein described are hereby brought fully within the terms and under the control of the said Federal Control Act, the same in all respects as if the said order of relinquishment had not been issued.
SECTION 13. The Director General will formulate definite rules and regulations governing exchange transportation, which rules and regulations shall be made applicable to the Company without discrimination.
In witness whereof, these presents have, on the day and year first above written, been duly signed, sealed, and delivered by William G. McAdoo, Director General of Railroads, and duly signed, sealed, and delivered by the-----
by its President, and its corporate seal affixed hereto, attested by its Secretary, such execution and delivery on the part of said Company having been duly authorized and directed by vote of its Board of Directors at a meeting duly called and properly held on the..........
day of ____. ---, 1918, which action of said Board of Directors was duly authorized by vote of the stockholders of the said Company, at a meeting duly called and properly held at certificates of which meetings, duly attested by the Secretary of said Company, have been lodged with the Director General.