CO129-352 - Public Offices - 1908 — Page 500

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10. The amount of interest payable by the two Companies shall be deposited six months before it is due in the Chiao Tung Bank at Shanghae. After ten years the amount due each year for repayment of the loan shall also be deposited six months before in that Bank. The interest on these deposits will be refunded to the Companies. The interest shall be at the ordinary rate of the bank, but must not be less than the rate charged on the loan made by the Board.

11. The two Companies have the right to appoint an auditor elected by the shareholders. The Board shall not, by reason of this loan, have power to send any other person to inspect the Companies' books.

12. The construction and management of the Shanghae-Hangchow-Ningpo Railway shall be entirely under the direction of the Companies, who shall appoint a General Manager of the Shanghae-Hangchow-Ningpo Railway Bureau. A British Engineer-in-chief shall be engaged either in England or from among the engineers engaged on the Chinese State Railways. The Engineer-in-chief shall be under the direction of the General Manager, by whom his contract will be prepared. The engagement of the technical staff for the service of the railway, their dismissal, &c., will be under the direction of the General Manager or his deputy, in consultation with the Engineer-in-chief. In case of disagreement, the Board will instruct the Directors of the Companies to decide. A British Engineer-in-chief shall still be employed after the completion of the line until the repayment of the loan.

13. When foreign materials are purchased, if they are brought through the British and Chinese Corporation, no agency charge shall be paid by the Shanghae-Hangchow-Ningpo Railway Bureau, this charge being already provided for under the Agreement between the Corporation and the Board. If materials are not purchased through the Corporation, the Agency charges must be paid by the Shanghae-Hangchow-Ningpo Railway, and cannot be deducted from the amount payable to the Corporation.

14. The loan shall be issued through the Chiao T'ung Bank at Shanghae.

Inclosure 3 in No. 1.

Mr. Foord's Agreement.

AN AGREEMENT entered into this day between the General Manager of the Shanghae-Hangchow-Ningpo Railway (hereinafter called the "General Manager"), duly elected by the Board of Directors of the Kiangsu and Chêkiang Railways, and appointed by the President and Vice-President of the said Board, of the one part, and Mr. ..., Civil Engineer, and a British subject (hereinafter called "the Engineer"), of the other part.

WHEREAS the construction and management of the Shanghae-Hangchow-Ningpo Railway (hereinafter called "the said Railway") by the merchants have been authorized by the Ministry of Posts and Communications under the sanction of an Imperial Decree dated the 34th year of Kuang Hsü, 3rd moon, 15th day;

And whereas the line from Shanghae to Hangchow and Riverside is already in course of completion and operation, and the line from Hangchow to Ningpo should be speedily surveyed and constructed;

And whereas it has been decided to engage and employ Mr. ... as Engineer-in-chief for the Shanghae-Hangchow-Ningpo Railway, and the said engineer has agreed to abide by and conform to the terms of this Agreement;

Now it is hereby agreed and declared as follows:-

1. The General Manager hereby engages Mr. ... specifically as Engineer-in-chief of the Shanghae-Hangchow-Ningpo Railway to direct the survey and construction of the aforesaid railway; the engagement shall begin from ... and shall be for three years. Within the terms of that Agreement the Engineer agrees to obey the orders of the General Manager and to abide by the terms of this Agreement. On the expiration of the Agreement, if the General Manager is satisfied with the performance of his duties by the Engineer, the Agreement may be renewed and extended from term to term; but in case either party is unwilling to renew the Agreement, or extended Agreement, as the case may be, notice in writing must be given three months beforehand.

2. The Engineer has been engaged for the specific purpose of carrying out, under the instructions of the General Manager, the survey and construction of the railway and all works connected therewith. Whenever the General Manager shall have occasion to instruct the said Engineer to investigate and report on any matter connected with other railways, the latter shall do so according to the best of his abilities, and he shall also observe such rules and regulations as may from time to time be issued by the General Manager or, in his absence, by his authorized substitute. It is hereby stipulated that the technical staff of the railway (with the exception of the Engineer-in-chief) will be appointed by the General Manager, who may employ such men of whatever nationality as he thinks fit after consultation with the Engineer-in-chief. The said Engineer shall treat the Chinese officials with respect, and show consideration for the natural feelings of the Chinese people. Whenever the said Engineer sees and knows anything which concerns the interests of the said railway, it will be his duty only to report the matter to the General Manager, and he shall not speak of the matter to outside people. The Engineer shall not divulge any document of the railway without permission.

3. In consideration of his faithfully performing his duties and carrying out the terms of his contract, the engineer shall receive a yearly salary of £2,000, payable at Shanghae at the end of every month, according to foreign calendar, by equal monthly instalments of £166 13s. 4d., calculated at the current rate of exchange of foreign banks for demand drafts on London at the date of payment. No indemnification whatever shall be allowed for the rise and fall of exchange. The Engineer shall be allowed the free use of an unfurnished house at ... and, in case of his travelling on service, a consolidated allowance of $10 (Mexican) dollars per day will be made for travelling expenses, whatever the means of locomotion employed by him. All medical and other expenses of the Engineer shall be deemed to be included in his salary. As the said Engineer is engaged in China, no passage-money out to China need be paid. The above salary of £2,000 commences from the date of the signing of this Agreement, and continues to be payable up to the day of his arrival in Europe on the expiration of this Agreement (the journey from China to Europe not to exceed forty days) or its determination by death or other causes, provided always, and it is hereby specially agreed and declared, that the General Manager shall have a right to discharge without assigning any reason the said Engineer during the term of this Agreement or any extension thereof, upon giving three months' written notice beforehand, or three months' salary in lieu of notice, when the said Engineer shall at once leave the premises and works of the railway. The Engineer shall be entitled to a return passage to Europe, and whether going by sea route or via the Siberian Railway shall receive the fixed allowance of £71 10s. as covering all travelling expenses. In case the said Engineer shall have accepted an appointment in any other railway in China he shall then not be entitled to his return passage-money to Europe.

4. The said engineer shall devote the whole of his waking hours and his abilities to the interests of the railway. He shall not engage in any other business nor shall he be permitted to undertake any work for any one outside. Without the permission of the General Manager he is not allowed while in the employ of the railway to meddle with affairs of any other railway in China. He shall do his utmost to further the interests and success of the railway for which he has been engaged.

5. In all matters connected with the local authorities the said engineer shall report to the General Manager, and shall not have the right to communicate directly with either the civil or military local authorities.

6. With regard to the work of construction, as soon as the necessary surveys and plans have been prepared it will be the duty of the said engineer to submit the same to General Manager for approval, who will then ask the President of the Board of Directors to select capable and reliable contractors of good credit to contract for the work. The work being done by the selected contractor shall be subject to the approval of the Engineer. With regard to the purchase of materials, the said Engineer shall carefully prepare in advance a list of all materials required, and submit same to the General Manager for decision, whether to purchase in China or from abroad. The list will then be forwarded by the General Manager to the President, who will direct the store department to execute the orders after a careful comparison of the various prices. The Engineer cannot interfere in the matter of purchase of materials, but all material purchased on the requisition of the Engineer shall be subject to his approval.

7. The said Engineer shall take proper care of all moneys, materials, plans, books, and all valuables intrusted to his keeping or taken in charge by him. He shall keep a proper inventory of the same in a book and shall hand over such moneys, materials, &c., to another person whenever he is directed to do so all in proper order.

8. Whenever a letter is to be sent to the said Engineer by the railway or by any person duly authorized by the railway, such letter shall be sent to the usual residence of ...

[1897 cc-1]