Chap. 139.—An ACT to anthorize the James River and Kanawha
Company to make sale and transfer of all its works, property, and
franchises to the Richmond and Alleghany Railroad Company, and
to define the powers and duties of the Board of Public Works in
respect. thereto.

Approved February 27, 1879.

Whereas in the act incorporating the Richmond and Alle-
yhany railroad company the legislature authorized said com-
pany to purchase any of the property and franchises of any
work of internal improvement within the limits of its charter,
and the said company has made certain propositions to the
James river and Kanawha company, looking to the purchase of
iis property and franchises; therefore,

1. Be it enacted by the gencral assembly of Virginia, That
the James river and Kanawha company is hereby authorized to
sell and convey all its works, property, and franchises to the
Richmond and Alleghany railroad company, and that the
proxies of the state of Virginia representing its stock in the
James river and Kanawha company are hereby authorized to
vote for such sale and conyeyance: provided, that the contract
of cale and the conveyance aforesaid shall contain the follow
ing provisions and conditions, and shall not contain any condi-
tions or provisions inconsistent therewith : provided, that before ¥
any contract shall be assented to by the state proxies, it shall
be submitted to the attorney-general of the state for his advice
as to whether the terms of this act have been complied with:

First. The consideration to be paid and rendered by the C
Richmond and Alleghany railroad company, and the condi- {
tions of the sale and conveyance shall be the maintenance of A
the canal as a line of commerce, subject, however, to the inter- oe
ruptions and abandonment contemplated by the ninth clause of *
this first section, and the construction and equipment of the
railroad hereinafter described, which shall be a first-class rail- c
road, with steel rails, the same gauge of the Chesapeake and *
Ohio railway, and equipped with ample accommodation for all
passenger travel and freight transportation, within the time
hereinafter limited, and the performance of the duties pre-
seribed by the sixth clause of this first section; and also the A

assumption and payment of all the debts and ebligations of ?:
the said James river and Kanawha company which could be ¢
asserted against the James river and Kanawha company, with-
out meaning thereby to acknowledge or give in any manner
any validity to any such debt or obligation, which it would not
have if the same were asserted against the James river and
Kanawha company, and reserving to the Richmond and Alle- R
ghany railroad company the right to make any and all defences 4
in law or in fact, which the said James river and Kanawha com- !
pany would have the right to make if this contract had never
been executed. A schedule of such debts and obligations, in- 8
cluding the bond or bonds which may have been given, or which ¢
are to be given to the state of Virginia, for the maintenance, :
clothing and guarding of the convicts, which shall be a preferred ts
debt, shall be made part of the contract. and such bonds to ¢
the state of Virginia for the maintenance of convicts, shall be a p
lien on all the property, rights and franchises transferred by ¢
the James river and Kanawha company, to the Richmond and t
Alleghany railroad company, subordinate only to the mortgages a
now existing on the same, and shall be the first and preferred
lien upon all other property, rights and franchises of the Rich- B
mond and Alleghany railroad company now owned, or that may +.
be hereafter acquired by it. The lien on the property, rights P
and franchises transferred, shall be reserved in the conveyance p
to be made, and a mortgage shall be executed by the Richmond {
and Allechany railroad company on its property, rights and :
franchises existing, or to be acquired by it, to secure such debt ¢
to the state.

Second. A sum of money to be agreed upon, not less than ¢
thirty thousand dollars, nor more than fifty thousand dollars, a
shall be paid in cash by the Richmond and Alleghany railroad |
company to the James river and Kanawha company, and said
sum shall be expended and paid out by the president and direc- |!
tors of the James river and Kanawha company in payment of
salaries and wages due officers and employees up to the time
of the transfer, which may be made as hereinafter provided,
and in the payment of such debts, charges, costs and expenses
as may have been incurred in the administration of the com-
pany since the first day of May, eighteen hundred and sixty-
seven; and should such sum be insufficient to pay all of such
claims, the said president and board of directors shall have full
discretion and liberty in paying such as they may select. But
if there should be a surplus remaining of said sum after dis-
charging the claims hereinbefore described, such surplus shall
be paid to the Richmond and Alleghany railroad company. But
the bonds which may have been given, or which are to be given,
to the state of Virginia for the maintenance, clothing and guard-
ing of convicts, and which said bonds are, by the terms of the
contract with the state, to be payable five years after their date,
shall not be included in the charges and expenses of adminis-
tration payable under this clause, though fully included in ‘the
debts and obligations assumed by the Richmond and Alleghany
railroad company.

Third. Tke Richmond and Alleghany railroad company being
willing to make this contemplated purchase only on the condi-
tion that it can negotiate an equitable settlement with the cred-
itors of the said James river and Kanawha company, other than
those specially paid under the second clause of this section,
said company reserves the right, on fail ire in such negotiation,
to give notice in writing to the president of the James river
and Kanawha company, or to its secretary, or to any officer
found in charge of its principal office in Richmond, within sixty
days from the passage of this act, of the failure of such nego-
tiation, and of the consequent annulment of thiscontract. But
if said notice is not given within said sixty days, the right to
give the same shall cease, unless the time be extended by the
board of directors of the James river and Kanawha company,
but such extension shall not exceed sixty days. But the Rich-
mond and Alleghany railroad company shall never claim or
demand from the state of Virginia, on account of the payment,
purchase or compromise of the outstanding bonds of the James
river and Kanawha company, which were guaranted, and after-
wards assumed by the state of Virginia, a larger sum than that
which said Richmond and Alleghany railroad company may
expend in payment, purchase or compromise of said bonds.
But the state shall not be liable for any bonds that the supreme
court of appeals have decided or may decide the state is not
liable for.

Fourth. The Richmond and Alleghany railroad company shall
deposit with the board of public works the sum of five hundred
thousand dollars, in market value, in United States bonds, or
that amount, in market value, in other public securities, to be
approved by said board, as a pledge for the completion of its
railroad from Richmond up the valley of the James river, on
the north side of said river from the city of Richmond toa
point at or near the Joshua dam, on or near the present location
of the tow-path, to Clifton Forge, with a branch of like guage
to Lexington from the mouth of North river, within twenty
months from the date of such sale and conveyance. When the
said board shall be satisfied that twenty-five miles of said rail- 1
road are fully completed, it shall surrender to said company fifty §
thousand dollars in value of said bonds; and for each succes-
sive section of twenty-five miles, which may be completed, an s
additional amount of fifty thousand dollars in value shall be *
surrendered ; and on the completion of the whole work, tbe ¢
whole of the bonds remaining with said board shall be sur-
rendered. But on failure of the Richmond and Alleghany rail- %
road company to complete said railroad within the time pre- ©
scribed as aforesaid, the said bonds, so to be deposited by it as
security, shall be forfeited, and the same, or so many thereof as
may remain with the board of public works at the time of such
forfeiture, shall be forfeited and delivered by said board to the
commonwealth of Virginia. Butif from any unforeseen casual- F
ties it should be found impracticable to complete the line within :
the time prescribed, the board of public works shall have h
power to extend the time for a period not exceeding six months.
The first one hundred and six miles of said railroad shall be T
constructed in ten months from the date of said contract and {
conveyance, and of said one hundred and six miles, fifty miles ©
shall be below Lynchburg, and fifty-six miles above Lynchburg, F
and any railroad constructed between Buchanan and Clifton § s
Forge shall be counted part of said fifty-six miles above Lynch- b
burg. The surrender of bonds above provided for shall, so far as p
said one hundred and six miles are concerned, be limited so that *
no withdrawal for more than fifty miles shall be made for construc-
tion above Lynchburg, until at least fifty miles below Lynch-
burg are constructed. If the canal from Columbia, in Fluvanna r
county, to the first locks above Stillman’s mills, on the Rivanna f¢,
river, shall be discontinued at any time, said railroad comnenuy 4
shall, within ninety days after said discontinuance, build a
branch of their road along the line of said Rivanna river from
Columbia to the locks aforesaid.

Futh. After a final and absolute contract of sale shall have V
been concluded between the James river and Kanawha com- 4
pany, and the Richmond and Alleghany railroad company, and ®
within ten days after the James river and Kanawha company
shall have in writing notified the Richmand and Alleghany rail-
road company of its readiness to convey all its property and
franchises in pursuance of such contract, the Richmond and
Alleghany railroad company shall make the cash payment
and depesit hereinbefore required on tender of such convey-
ance; and if such cash payment and deposit shall not then be F
made, the contract of purchase shall be and become absolutely ;
null and void. But the said contract mu>t be made within one ®
hundred and twenty days after the passage of this act.

Sixth. It is hereby provided that the rate of dockage af A
Richmond shall not exceed the rate at present established by
the James river and Kanawha company, and all existing con- ¥
tracts for water privileges along the entire line shall be re- t:
spected and maintained at rates not exceeding the present
rates, except In those cases ip which they may be cancelled or E
altered by agreement, or extinguished by condemnation. It
shall be the duty of the Richmond and Alleghany railroad com-
pany to maintain the present water supply of the docks, and of
the canal, along its line, between Bosher’s dam and tide-water,
and along the Lynchburg level between the water works’ dam
(which shall be preserved) above Lynchburg, and the first lock
below Lynchburg, and in the construction of its railroad it shall
not so destroy or obstruct the present canal between Bosher’s
dam and tide-water, or between the water works’ dam above
Lynchburg and the first lock below Lynchburg, as to lessen the
present water supply.

Seventh. The maintenance of the canal by the Richmond
and Alleghany railroad company, so far as required by the first
and ninth clauses of this first section, and the construction and
equipment by said company of the railroad hereinbefore de-
scribed, within the time herein limited, and the performance by
said company of the duties prescribed by the sixth clause of
this first section, shall be a sufficient compliance with all the
conditions on which the franchises of the James river and Ka-
nawha company were heretofore granted to it by the state of
Virginia: provided that nothing contained in this act shall
release the Richmond and Alleghany railroad company from
the obligation imposed on the James river and Kanawha com-
pany by its charter to maintain farm bridges over any portion
of the canal not filled up, and to keep open necessary ditches
near the same; and when the canal is filled up, to permit the
privilege of crossing where bridges formerly stood. <A failure
to build said railroad within two years from the date of the
expiration of the time above prescribed for the completion of
its works, shall work a forfeiture of said works, property and
franchises, and also of the works, property and franchises of
said railroad company to said James r.ver and Kanawha com-
pany: provided, however, that such forfeiture shall not preju-
dice the rights of any creditor of said railroad company, and
upon such forfeiture, said James river and Kanawha company
shall thereupon be revived and restored as a corporation, with
all of its rights, privileges and franchises, just as they existed at
the date of the passage of this act. And the board of public
works are hereby authorized and required, whenever in their
opinion such forfeiture shall have occurred, to take the proper
steps in the circuit court of the city of Richmond, by such pro-
ceedings as to them sball seem best, to have said forfeiture
established and declared, and the said board of public works
shall, upon the adjudication of such forfeiture, take possession
of said works, property and franchises, and hold the same until
the James river and Kanawha company shall be reorganized, and
thereupon turn the same over to said company, and the said
board of public works shall, without delay, cause said company
to be reorganized in conformity with laws now in force in re-
gard thereto. But nothing herein contained shall be constrned
as releasing the Richmond and Alleghany railroad company
from any obligation now resting on the James river and Ka-
nawha company to erect bridges or make earth fillings, and keep
the same in repair where the said canal crosses the streets of
any city, if such obligation exists: provided, the city of Rich-
mond shall not make any bridge or filling which shall obstruct
or injure the power or right of said Richmond and Alleghany
railroad company to furnish @he water power of said canal to
parties desiring to use the same, as required by the provisions
of this act.

Eighth. The said railroad company may, in approaching and
passing through Lynchburg, arrange for the temporary use of
any tracks already constructed, for a period not exceeding
three years.

Ninth. The substitution of a railroad for the canal, as a line
of commerce, shall be so managed as not to interrupt the busi-
ness of the canal during the progress of railroad construction
on such parts of the canal as are not necessarily occupied by
the railroad company at the time of construction.

Tenth. All the property acquired or constructed by the Rich-
mond and Alleghany railroad company, under this act or other-
wise, shall be subject to taxation in the state of Virginia to
the same extent and in like manner as that of other railroads
or canals which are subject to taxation, notwithstanding any
provision to the contrary in the charter of the James river and
Kanawha company, or in the charter of any other company to
whose rights, privileges, or franchises the James river and
Kanawha company has succeeded.

Eleventh. In any mortgage or deed of trust, which may here-
after be executed by said Richmond and Alleghany railroad
company on its works and property, at least one of the trustees
shall at all times be a resident of the state of Virginia.

Twelfth. The Richmond and Alleghany railroad company
shall have no rights hereunder to build any dams in James
river not already located ; nor shall it have any right, after the
completion of its railroad, to charge tolls upon the navigation
of any part of said river, but may charge rents for the use of
water derived from its works, as is now provided by law.

Thirteenth. The Richmond and Alleghany railroad company
Shall not charge for tolls on boats, passengers, and freights
upon the canal, so long as the same or any part thereof shall
be operated by said railroad company, higher rates than the
maximum rates charged by the James river and Kanawha com-
pany since the fifteenth day of May, eighteen hundred and
seventy-seven.

Fourteenth. When the railroad shall have been substituted
for the canal as a line of commerce, as contemplated by this
act, the Richmond and Alleghany railroad company shall pay
to the owners of all boats then engaged in or fit for regular
business operations on said canal, the fair cash value of such
boats at that time; said value to be ‘ascertained by commis-
sioners, to be appointed on the motion of any boat owner, after
ten days’ notice to said Richmond and Alleghany railroad com-
pany, or on the motion of the said Richmond and Alleghany
railroad company, by the circuit court of the city of Richmond,
for the purpose of assessing and fixing such value. And upon
the confirmation by said court of the report of said commission-
ers, the said railroad company shall pay into said court the
aggregate amount of the values so ascertained: provided, the
aggregate amount so required to be paid by said railroad com-
pany, shall not exceed twenty-five thousand dollars. And in
the distribution of said aggregate sum, if it be not sufficient to
pay all the amounts so ascertained, the said court shall give a
preference to the owners of such of said boats as shall have
been engaged in or fit for regular business operations on said
canal at the time of the execution of the contract herein con-
templated; and the residue, if any, shall be by said court dis-
tributed to the owners of such of said boats as shall have been
put in operation upon the canal subsequent to the execution of
said contract, the distribution in each class to be pro rata.
And upon the acceptance of said ascertained value, or of said
distributive share, in every case the owners of the boat or boats
thus, in whole or in part, compensated for, shall deliver the
same to said railroad company, and thereupon the right of pro-
perty in such boat or boats shall vest in said railroad company ;
but in every case in which said ascertained value, or said dis-
tributive share, shall not be accepted by boat owners, the said
court shall refund to said Richmond and Alleghany railroad
company a corresponding sum of money out of the aggregate
amount so to be paid into court as aforesaid.

Fifteenth. The said Richmond and Alleghany railroad com-
pany shall furnish to the people on the south side of the James
river, for the transportation of persons and produce across
James river to the line of their railroad, facilities the same, or
at least equal to those now afforded by the James river and
Kanawha company.

Sixteenth. The Richmond and Alleghany railroad company
shall, within two years from the passage of this act, be required
to provide all dams across James river. from Richmond to the
terminus of the line of the James river and Kanawha canal
with suitable sluices, slopes, or fish-ladders, so that fish may
have free passage up or down said river during the months of
March, April, May, and June of each year, unless the water
during said months be so low as not to run over such dams.
Said sluices, slopes, or fish-ladders, shall be kept in good re:
pair, and be restored in case of destruction, and be of such plan
and construction as shall be approved by the fish commissioner
of the state. Upon the completion, within the time specified,
of the said sluices, slopes, or fish-ladders, the Richmond and
Alleghany railroad company shall be released from any and all
liabilities imposed by law upon the James river and Kanawha
company for failure to construct the same. With the approba-
tion of said fish commissioner, the time herein specified may
be extended to not exceeding twelve months.

2. Before the execution of the contract herein contemplated
between the Richmond and Alleghany railroad company, and
the James river and Kanawha company, there shall be a satis-
factory agreement and contract made between the Richmond
and Alleghany railroad company and the Buchanan and Clifton
Forge railway company, and said agreement and contract, shall
be made within one hundred and twenty days after the passage
of this act.

3. Said board of public works is further invested with full
authority to institute all suits which may be necessary for the
enforcement of said contract, and to defend all suits which may
be brought against the said board in respect thereto.

4, The circuit court of the city of Richmond shall have ex:
elusive jurisdiction of all suits in respect to said contract,
whether brought by the board of public works or by others ;
and the board of public works shall be a necessary party to all
such suits.

5. Upon the final conveyance of the property of the James
river and Kanawha -company to the Richmond and Alleghany
railroad company, herein contemplated, the contract between
the state and the James river and Kanawha company for the
use of convict labor shall cease and determine, and the con-
victs then in the employ of the said company shall be returned
to and delivered to the superintendent of the penitentiary.

6. The said Richmond and Alleghany railroad company shall
be subject to the exercise of the police power of the the city of
Richmond, notwithstanding any rights claimed under the char-
ter of the James river and Kanawha company, as though it were
a corporation now for the first time chartered.

7. The said Richmond and Alleghany railroad company shall,
as fast as they abandon the said canal, so drain the same as
not to Jeave stagnant water, by which the health of the citizens
along the line of said canal might be injuriously affected.

8. The general assembly shall at all times have the right to
so regulate the charges for local and way travel and freight
over the route of said Richmond and Alleghany railroad, as to
prevent unjust discrimination against such local and way travel
and freight.

9, This act shall be in force from its passage.