Supplemental Agreement No. 6
Contract No. W-2789-TC-460
This Supplemental Agreement entered into this 30th day of April 1946 by and between THE UNITED STATES OF AMERICA (hereinafter called the "government"), represented by the Contracting Officer executing this agreement, and THE PACIFIC AND ARCTIC RAILWAY AND NAVIGATION COMPANY, a corporation organized and existing under the laws of the State of West Virginia, United States Of America, with offices in the City of Seattle, Washington: THE BRITISH YUKON RAILWAY COMPANY AND THE BRITISH COLUMBIA YUKON RAILWAY COMPANY, corporations organized and existing under the laws of the Dominion of Canada, with offices in the City of Vancouver, British Columbia: and their owner THE WHITE PASS AND YUKON RAILWAY COMPANY, LTD., a corporation registered in England, with offices in London, England (hereinafter collectively called the "Contractor"),
WHEREAS, on the 5th day of November, 1942, the parties hereto entered into a Contract of Lease No. W-2789-TC-460 wherein and whereby the Contractor leased to the Government all of the railway transportation facilities of the White Pass and Yukon Route, consisting in general of the line of railroad between Skagway, Alaska, and Whitehorse, Yukon Territory, approximately 110 miles in length, including all rolling stock, equipment, and all facilities necessary for the operation of the railroad, the terminal facilities, shops, telegraph and telephone lines and all existing facilities of every kind, nature and description necessary to operate and maintain the said railroad: and
WHEREAS, certain Supplemental Agreements have been entered into amending and modifying the said Contract of Lease, which are as follows:
Supplemental Agreement No. 1, 10 September 1943
Supplemental Agreement No. 2, 19 December 1943
Supplemental Agreement No. 3, 25 August 1944
Supplemental Agreement No. 4, 21 April 1945
Supplemental Agreement No. 5, 15 March 1946
AND WHEREAS, it is deemed mutually advantageous to the parties to determine by negotiation and agree upon fair compensation for, and other disposition of, property as contemplated by and provided for in the contract, and certain other matters, in connection with termination of the contract,
NOW, THEREFORE, the parties hereto do mutually agree as follows:
1. The Contractor shall dismantle, salvage, and remove from its present site the wharf extension (678 feet by 158 feet) and appurtenant facilities ands structures constructed by the Government at the southerly end of the Contractor's existing wharf at Skagway, Alaska, and store the materials, equipment, and property thus salvaged at Skagway, Alaska. The Contractor shall, at its own cost, provide all materials and labor and furnish all equipment of every sort which may be necessary for the proper execution of said work. The work shall be commenced 1 May 1947 and shall be completed within five years thereafter: provided that said work may be accomplished prior to 1 may 1947 in the event it is ordered to be done by any agency of the United States having competent authority so to order. Upon completion of said work the Contractor shall notify the Government in writing thereof, and the Contractor shall keep and make available to the Government for the period of one year after such completion the salvage, any part or all of which the Government shall have the right to reclaim and remove at its own expense within such year. Should the Government not make such reclamation, title to said salvage shall then vest in the Contractor. the Contractor shall be responsible, and hold the Government harmless, for any and all damage to persons and property which may be caused by or which may be incident to the presence, maintenance, operation, use or removal of said wharf extension, and appurtenant facilities and structures, including causes beyond the Contractor's control, provided such damage or damages occur after 1 May 1946. In consideration of the Contractor's undertakings hereinabove provided in this paragraph, the Government shall pay to the contractor the sum of $13,265.00 when said wharf has been completely salvaged and removed and stored by the contractor as hereinabove provided.
2. It is hereby recognized and agreed there is no right to reimbursement in favor of the Government, nor claim in favor of the Contractor, with respect to the retirement by the Government of the Contractor's two-wire telephone pole line along its right-of-way between Skagway, Alaska and Whitehorse, Yukon Territory, Canada and the replacement of said line by the Government with an 8-wire telephone pole line. However, it is also recognized that said replacement is of greater value than the original, and it is therefore agreed that four wires of the said replacement line, together with five telephones now connected to one pair of said wires: four at Skagway, Alaska, and one at Carcross, Yukon Territory, Canada, shall be maintained in a reasonably serviceable condition by the Contractor, without cost to the Government, for the exclusive use of the Government, for the period 1 May 1946 to 1 July 1946. After 1 July 1946, the Government shall have the option of leasing two wires of Said replacement line, for a sum, and upon such other necessary terms not herein provided. to be mutually agreed; provided that this option shall be exercisable by 60 days advance notice in writing by the Government to the Contractor, at any time within five years from 1 July 1946. The Government shall, upon the termination of the contract, or as soon thereafter as practicable, furnish, transfer and convey to the contractor, at Skagway, Alaska, seven magneto telephones, property of the United States, whereupon title thereto shall vest in the Contractor. The Contractor represents that it intends to use said telephones in connection with its business and operations, and that the same are necessary to restore its communication system at Skagway, Alaska to the same or a substantially similar condition as that which existed on the date of the contract.
3. Pursuant to Article 4 of the Contract, the Contractor shall within 60 days after termination of the Contract, purchase or reimburse the Government for, the Government shall sell, transfer and convey to the Contractor, the property, facilities, equipment, betterments and additions to the Contractor's property listed in Schedule A, attached hereto and made a part hereof, which said property, facilities, equipment, betterments and additions have been acquired or constructed by the Government as to condition or serviceability. Such purchase and sale shall constitute a full and complete exercise of the option to purchase as provided in Article 4 of the Contract, and said reimbursements shall constitute full and complete performance and satisfaction by the Contractor of its obligations under said Article 4 of the Contract providing for reimbursement on account of betterments and additions. The Contractor shall pay to the Government the amount stated opposite each item in the said Schedule under the heading "Purchase Price" in accordance with numbered paragraph 5 hereof, and upon the making of the initial partial payment mentioned in said paragraph 5, title to all of the said property, facilities, equipment, betterments and additions shall forwith vest in the Contractor.
4. Pursuant to the provisions of Article 8 of the Contract, as amended, with respect to responsibility for plant and equipment, and pursuant to Article 4 of the Contract with respect to the Contractor's right to reimbursement for property retired by the Government, the Government shall, upon termination of the Contract or as soon thereafter as practicable, furnish, transfer and convey, and pay to the Contractor, the property, facilities, equipment and the sum of $29,596.84 (United States funds) listed in Schedule B, attached hereto and made a part hereof, whereupon title to said physical items shall vest in the contractor. The Contractor agrees to receive the said physical property, facilities, and equipment listed in Schedule B in their present location and condition without any warranty, express or implied, on the part of the Government as to condition and serviceability. Said transfer of property, equipment and facilities and the making of said payments mentioned in this paragraph shall constitute full and complete performance and satisfaction by the Government of its obligations under the provisions of the Contract first above mentioned in this paragraph.
5. The total amount due the Government under numbered paragraph 3 hereof, which is $303,544.35 (United States funds) as listed in said Schedule A, will be paid as follows: $125,000.00 cash within 60 days after termination of the Contract, and the balance in five equal annual instalments of $35, 708.87 each beginning 1 May 1947, with interest on all of the balance from time to time remaining unpaid at the rate of 2 1/2 per centum per annum to be computed from 1 May 1946 and payable on the same day as the principle, provided that additional sums may be paid on any instalment date reducing the principal by such sums, payment to be made to the Finance Officer, U. S. Army, Edmonton, Alberta, Canada.
6. In connection with termination of the Contract, the Contractor shall, without duplication of any of the foregoing, pay to the Government any and all further sums or remissions due or to become due under the Contract, and nothing herein shall deprive the Government of such payments or relieve the Government of the Contractor from any of their respective rights or obligations under the terms of the Contract.
7. In connection with the termination of the Contract, the Government shall, without duplication of any of the foregoing, pay to the Contractor the following:
a. All costs and expenses reimburseable in accordance with the Contract not previously paid to the Contractor for the performance of the Contract prior to 1 May 1946, and such of these costs as may continue for a reasonable time thereafter with the approval of or as directed by the Contracting Officer (which approval shall not be unreasonably withheld), provided, however, that the contractor shall proceed as rapidly as practicable to discontinue such costs.
b. The cost ( so far as not included in payments under subparagraph a above) of settling and paying claims with respect to any obligations, commitments and liabilities, the cost of which would be reimburseable in accordance with the provisions of the Contract, provided any such claim has been settled by negotiation or otherwise and the Contracting Officer has approved or authorized such settlement in writing; or a final judgement has been rendered against the Contractor by a court of competent jurisdiction determining the liability of the Contractor with respect to any such claim, and the Contractor has given the Contracting Officer prompt notice of the initiation of the Proceedings in which judgment was rendered.
c. Any other reasonable cost approved or ratified by the Contracting Officer, which approval or ratification shall not be unreasonably withheld.
8. The Contractor for a period of two years after final settlement of the Contract shall make available to the Government at all reasonable times at the offices of the Contractor all of its books, records, documents and other evidence bearing on the costs and expenses of the Contractor under the Contract.
9. Except for the sums payable under numbered paragraph 7 hereof, all things to be done by the Government and all amounts payable by the Government under the Contract are determined in this Supplemental Agreement.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day and year first above written.