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for which the fund was established, shall be divided between the Express Company and the Director General in the proportion of forty per cent to said Express Company and sixty per cent to the Director General.
After the accumulation of the guaranty fund, any contract income for division in excess of the said five per cent primary allowance and the said two (2) per cent hereinbefore provided shall be divided as follows:
The next three (3) per cent upon the total par value of said capital stock in the proportion of one-third to said company and two-thirds to the Director General; and any sum beyond that amount in proportion of one-fourth to said company and three-fourths to the Director General.
It is the understanding and agreement of the parties that the "contract income for division" is not the income or property of the Express Company but is a fund resulting from the terms of this agreement in which the Director General and the Express Company have a mutual interest. The Express Company has no right to any portion of this fund except that which it finally retains under the terms of this agreement and which is the compensation paid it by the Director General for the performance of its service as the agent of the Director General in the transaction of this express business. Only that portion of the fund belonging to the Express Company shall be included in the net income of the Express Company for taxation under titles 1 and 2 of an act entitled "An act to provide revenue to defray war expenses, and for other purposes," approved October 3, 1917, or any act in addition thereto or any amendment thereof or any supplements thereto. If the Express Company shall be required to pay said war taxes upon any part of the contract income for division belonging to the Director General, the Director General shall and does hereby indemnify and save harmless the Express Company against any payments that may hereafter be demanded of or imposed upon said Express Company on account of taxes that may be levied under titles 1 and 2 of said act upon that part of the said contract income for division paid or credited to the Director General hereunder.
The term "Revenues Earned," as used herein, is intended to mean the amount of revenue earned for the service performed, less any sums subsequently determined to be uncollectible.
The Express Company shall, within sixty (60) days after the end of each calendar month, pay to the Director General a sum of money equivalent as nearly as may be to the precentage of gross revenues earned in such month provided for in the first paragraph of Section
VIII; within sixty (60) days after June 30th and December 31st of each year, the Express Company shall render to the Director General a statement in such form and detail as he shall require, showing the gross revenues earned in said six (6) months' period ending with June 30th and December 31st, and within ten (10) days thereafter it shall pay to the Director General the balance, if any, due to the Director General under the first paragraph of Section VIII.
Within ninety (90) days after the end of each calendar year or the termination of Federal control said Express Company shall render to the Director General a statement in such form and detail as he shall require, showing the results of operation of said Express Company under this contract in a year, or part thereof, determined as hereinbefore provided, and within ten (10) days after the rendition of said statement, shall pay to the Director General whatever sum shall be due to him under this contract.
The salaries paid by the Express Company to its officers shall be reasonable. All salaries in excess of $10,000 a year shall be reported to the Director General. If he shall determine that any such salary is unreasonable and shall notify the Express Company in writing the maximum salary which he regards as reasonable, any amount in excess of such maximum salary so fixed which shall be paid to such officer for salary after the giving of such notice shall be excluded from any accounts of the Express Company used in determining the contract income for division.
The accounts of the Express Company shall be kept in form and manner prescribed by the interstate Commerce Commission and the Government shall have the right to inspect such accounts at any and all reasonable times through its duly authorized agents; but the Express Company shall not be required to apportion its earnings among the various individual railroad lines and systems or to ascertain the earnings accruing on any individual railroad line under Federal control, and the Director General may from time to time require the Express Company to furnish such statistics or special statements as may be reasonably necessary in connection with the operations under this contract.
The Director General shall have the right to require the transportation without charge by the Express Company over any and all lines of railroad under Federal control of all packages of money,
valuables, papers, and shipments of materials and supplies ordinarily forwarded by express, used in the operation of any of the railroads under Federal control: Provided, however, That the Express Company shall not be liable for any loss or injury of said shipments so carried unless caused by the theft, dishonesty, or carelessness of the employees of the Express Company. When the Express Company and the railroad under Federal control employ the same agents, the receipt of the express messenger on the train for railway property shall constitute a delivery to the Express Company and the receipt of the party to whom the packages may be addressed or his representative shall constitute a delivery by the Express Company.
The Director General will transport upon the passenger and express trains of the lines covered by this contract free of charge, on passes to be issued by the Director General or proper railway official on proper application therefor, the officers, agents, and employees of the Express Company when traveling in the interest of or upon the business of said Express Company. He will also transport free of charge upon the freight trains of the lines covered by this contract the equipment and materials of the Express Company required for use by it on the lines covered by this contract, but no hay, grain, or other feed stuffs shall be so transported for more than 500 miles. He will also transport free of charge equipment, stationery, and office supplies of the Express Company in cars or parts of cars set apart for the use of the Express Company. The Express Company assumes the risk of loss or damage resulting from all such transportation and agrees to indemnify and save harmless the Director General or any individual railroad under Federal control covered by this contract involved therein from all claims for loss or damages arising from such transportation.
The Director General will transmit for the Express Company, free of charge, over all telegraph or telephone of individual railroads or railroad systems lines operated as a part of said lines of railroad under Federal control covered by this contract, all business messages relating to the express transportation business of such railroads or railroad systems to be conducted by said Express Company: Provided, however, That the Express Company releases and holds harmless the Director General or any Railroad Company from all liabilities arising from any error or delay in the transmission of such messages or from failure to forward and deliver the same.
The Director General may employ any of the employees of the Express Company upon such reasonable terms as shall be agreed upon between the parties, and the Express Company may employ such employees of the Director General or agents of the railroads, and upon such terms as may be agreed upon from time to time by the Director General and the Express Company. Where station agents of the Director General or of the railroad are employed by the Express Company, the Director General shall pay such agents the entire compensation for their services to the Director General, the railroads, and the Express Company, and no payment shall be made direct by the Express Company to any such agent whose services may be so furnished by the Director General. The Express Company shall pay to the Director General the usual commissions heretofore paid upon express transportation business at stations where such station agents are joint agents as its share of the agent's compensation.
Liability for personal injury or death of any joint employee, when it can be determined that such injury or death was sustained while the employee was engaged exclusively in express service, will be borne by the Express Company, and the Express Company will bear all costs and expenses incident to the settlement thereof. When it can be determined that such injury or death was sustained while the employee was engaged exclusively in railroad service, the Director General will bear all costs and expenses incident to the settlement thereof. Where the cause or causes of such injury or death can not be determined the Express Company and the Director General will bear the same in the proportion in which the wages paid by each bear to the total compensation, in which latter case no settlement shall be made by either party without the consent of the other.
When cars other than the regular equipment assigned for express traffic are requested by the Express Company in order to carry shipments of an unusual character, and such cars are furnished by the Director General, said Express Company shall pay the expense of fitting up such cars for its use and of restoring the same to their normal conditions thereafter, the reasonable compensation therefor to be determined by the Director General.
The Express Company will load and unload its express matter, or require the shippers and consignees to do so, upon or from all cars assigned regularly or specially to express transportation traffic.
All of the agents and employees of the Express Company while on the premises or on lines of railroad under Federal control covered by this contract shall at all times conform to the general rules in force thereon, and in case any messenger or other employee on any said line shall from any cause be objectionable to the Director General he shall be removed or discharged upon the written request of the Director General or of the Director General's principal operating representative on such line.
The Director General shall allow the Express Company the usual mileage rates on all cars belonging to the Express Company and used in handling the business under this contract over the railroad lines operated and controlled by the Director General. The mileage com. pensation allowed by the Director General to the Express Company shall be considered a part of the gross contract income of the Express Company.
The Express Company will take over and continue the payment of pensions to former employees of the several express companies, which employees have heretofore been pensioned under their rules, but no such pension shall exceed One Hundred and Twenty-five ($125.00) Dollars per month. The officers and employees of the several express companies who may be employed by the Express Company shall retain the same rights to pension from said new corporation as they have at the time of change in employment. The plan and pension rules of the Express Company shall be submitted to the Director General and if disapproved by him in any particular shall not become effective until so modified as to meet his approval; the sums paid on account of such pensions shall be charged to operating expenses.
The Express Company will enter into a contract with the Express Companies parties to memorandum of agreement with the United States, dated 1918, for the period of this contract as the agent of said Express Companies in their foreign business and for the handling of money orders and other financial paper, and for such other purposes as may be desired, unless in the judgment of the Director General the express transportation business conducted by said Express Company will be prejudiced thereby. The Express Company shall be paid by said Express Companies such compensation for its services as shall be agreed upon between the parties from