HE 4491 IC-NRLF 100 346 ^> C3^ r^) -SJ I ii GffT Public Service Commission for tbe First District TO New York Municipal Railway Corporation f JAMAICA LINE LIBERTY AVENUE LINE CERTIFICATE MARCH 19, 1913 L1304 4M M. '13 (P) -71 t/ Public Service Commission for the First District TO New York Municipal Railway Corporation JAMAICA LINE LIBERTY AVENUE LINE CERTIFICATE MARCH 19, 1913 [NOTE: Running head lines and marginal notes do not form part of the original certificate.] THE J. W. PRATT COMPANY PRINTERS 52-58 Duane Street, New York TABLE OF CONTENTS PAOB Definitions 1 Description of Existing Railroads 2 Recitals 3 Authorization 4 Description of New Routes 4 I. Execution and Acceptance of Certificate 6 II. Securing of Consents 6 III. Construction . 7 IV. Plans and Profiles, etc 8 V. Real Estate, Damages, Maintenance of Streets, Surface and Sub- surface Structures, etc 11 VI. Fares 11 VII. Operation, Maintenance, Uses of Plant and Property, etc 11 VIII. Supervision of Construction, Maintenance and Operation 12 IX. Actual Cost 16 X. Rental 22 XL Termination. 35 XII. Payments upon Expiration 40 XIII. Arbitration 42 XIV. Transfer of Rights Granted by Assignment or otherwise 43 XV. Proviso based upon Operating Contract and Certificate for Addi- tional Tracks 44 Acknowledgments 47 Acceptance 48 RKORfrl PUBLIC SERVICE COMMISSION FOR THE FIRST DISTRICT TO NEW YORK MUNICIPAL RAILWAY CORPORATION CERTIFICATE MARCH 19, 1913 THE PUBLIC SERVICE COMMISSION FOR THE FIRST DISTRICT Commission does hereby certify as follows : The word "CITY" as used herein means The City of New "City" York, and any other corporation or division of government to which the ownership, rights, powers and privileges of The City of New York under the Rapid Transit Act shall hereafter come, belong or appertain. The words "NEW YORK" as used herein mean the City of "New York" New York according to its boundaries as now or hereafter fixed. The word "COMMISSION" to mean the Public Service Com- "Commission 1 mission for the First District in so far as it acts herein as the agent of the City, and any other board, body, official or officials, to which or to whom the powers belonging to the Commission under the Rapid Transit Act shall, by virtue of any act or acts, hereafter pass or be held to appertain. The words "SUBWAY COMPANY" as used herein mean the "Subway New York Municipal Railway Corporation, its successors, assigns, Com P an y" lessee, transferee, or any corporation which may hereafter suc- ceed by consolidation or merger to the rights of the said New York Municipal Railway Corporation. The word "RAILROADS" as used herein means the two rail- -Railroads" roads herein authorized which are referred to as the JAMAICA LINE and the LIBERTY AVENUE LINE. The words "RAPID TRANSIT ACT" as used herein mean Chap- "Rapid ter 4 of the Laws of 1891 as heretofore amended. Transit Act- 1 RECITALS "Board of The words "BOARD OF ESTIMATE" as used herein mean the Board of Estimate and Apportionment of The City of New York and any other board or officer to whom or to which its powers now existing under the Rapid Transit Act may hereafter be transferred by law. "Comptroller" ^fa worc [ ''COMPTROLLER" as used herein means the Comp- troller of The City of New York and the officer or board to whom or to which his powers now existing under the Rapid Tran- sit Act may hereafter be transferred by law. Engineer" ' '...The. woril:*i6Nt;iNEER" to mean the Chief Engineer of the ^ . Conjmi^sioH :^nd .any" 'successor or successors duly appointed or, 'Hl'-the Went- n*is 'absence or disability, any deputy or substi- tute for him or them who shall be appointed Acting Chief En- gineer by the Commission or by its authority. WHEREAS, the Subway Company is a railroad corporation existing under the laws of the State of New York having its principal office at No. 85 Clinton Street, in the Borough of Brooklyn, City of New York, having the right and being under obligation by contract to operate a railroad in the Borough of Brooklyn wholly within the limits of New York upon the follow- ing routes and hereinafter referred to as the "existing rail- roads" : Existing right to operate "Existing railroads" Fulton Street Line Broadway Line An elevated railroad beginning at the foot of Broadway, East River, at the Broadway Ferry ; thence on Broadway to East New York ; thence on Fulton Street to Crescent Street and thence on Crescent Street to Jamaica Avenue. An elevated railroad beginning at the foot of Fulton Street, East River; running thence upon Fulton Street to East New York; thence on Williams Place and Snediker Avenue to Pit- kin Avenue; thence on Pitkin Avenue to Euclid Avenue; thence on Euclid Avenue to Liberty Avenue and thence on Liberty Avenue to the borough line between the Borough of Queens and the Borough of Brooklyn. An elevated railroad beginning at the Brooklyn terminal of the Brooklyn Bridge; running thence on Sands Street and High Street to Adams Street; thence on Adams Street to Myrtle Avenue; thence on Myrtle Avenue to Wyckoff Avenue. An elevated railroad beginning at Grand Avenue and Myrtle Avenue ; running thence on Grand Avenue to Lexington Avenue and thence on Lexington Avenue to Broadway. Myrtle Avenue Line Lexington Avenue Line RECITALS An elevated railroad beginning at Hudson Avenue and Fifth Avenue Myrtle Avenue ; thence on Hudson Avenue to Flatbush Avenue ; thence on Flatbush Avenue to Fifth Avenue; thence on Fifth Avenue to Thirty-eighth Street; thence on Thirty-eighth Street to Third Avenue; thence on Third Avenue to Sixty-seventh Street. A railroad beginning at Franklin Avenue and Fulton Street; Brighton running thence substantially parallel to Franklin Avenue to l Flatbush Avenue; thence continuing in a southerly direction to Church Avenue between East 15th and East 16th Street; continu- ing thence southerly between East 15th Street and East 16th Street to Sheepshead Bay; continuing thence southerly to Brighton Beach and from Brighton Beach thence in a westerly direction to a point in Coney Island west of West Fifth Street. A railroad beginning at a point near Pitkin Avenue and Canarsie Line Snediker Avenue; running thence southerly to the Canarsie Shore. A railroad beginning at a point in Fourth Avenue near Sea Beach Line Sixty- fourth Street; running thence easterly between Sixty- fifth and Sixtieth Streets to New Utrecht Avenue; continuing thence easterly and southeasterly to a point in Coney Island near Surf Avenue, and WHEREAS, such Subway Company is a corporation organized Subway Com- under the Railroad Law for purposes specified in Subdivision ^^ f n b t u ^ 9 of Section 27 of the Rapid Transit Act and is to enter into tract with City a contract with the City (hereinafter referred to as the "subway contract"), to be delivered contemporaneously with this certifi- cate, wherein and whereby said Subway Company agrees to equip, maintain and operate certain rapid transit railroads owned by the City (hereinafter referred to as the "Subway Railroads") in conjunction with said existing railroads and certain additional Additional tracks thereto in said contract specified, wholly within New York, on the basis of a division of income, earnings or profits as in said' contract provided ; and WHEREAS, the Subway Company, as the corporation having Application the right and being under obligation by contract to operate the railroads hereinbefore described, under the provisions of Section 24 of the Rapid Transit Act has applied to the Commission for authority to extend its lines (meaning- thereby the railroads here- inbefore described) within New York and to acquire terminal or other facilities, all as hereinafter described; and AUTHORIZATIONS Public interests Routes, loca- tions, plan of construction, compensation, etc. Approvals and consents Authorization Jamaica Line Liberty . Avenue Line Authorization Railroads WHEREAS, since in the judgment of the Commission the pub- lic interests so demand, the Commission has fixed and determined the route or routes by which the Subway Company may extend its railroad and has fixed and determined the location and plan of construction of the Railroads upon such route or routes and of such tracks and facilities, the times within which they shall be respectively constructed, the compensation to be made therefor to the City by the Subway Company, and such other terms, conditions and requirements as to the Commission appear just and proper; and WHEREAS, this certificate has been approved by the Board of Estimate and the construction and operation of the Railroads hereby authorized have been consented to by the Board of Estimate and by the Mayor of the City. Now THEREFORE, the Commission has authorized and does hereby authorize, but subject to the terms, conditions and re- quirements hereinafter set forth, the Subway Company a To construct, maintain and operate a three track railroad (which railroad is hereinafter referred to as the JAMAICA LINE) upon the following route or routes : COMMENCING at a point in Jamaica Avenue in the Bor- ough of Brooklyn near Crescent Street where a connection can conveniently be made with the Broadway Line of the New York Consolidated Railroad Company; running thence upon, over and along Jamaica Avenue to Grand Street in the Village of Jamaica. b To construct, maintain and operate a three track railroad (which railroad is hereinafter referred to as the LIBERTY AVE- NUE LINE) upon the following route or routes : COMMENCING at a point in Liberty Avenue at the divid- ing line between, the Boroughs of Brooklyn and. Queens where a connection can be conveniently made with the Fulton Street Line of the New York Consolidated Railroad Com- pany; running thence easterly upon, over and along Liberty Avenue in the Borough of Queens to Lefferts Avenue. 2. To construct, maintain and operate within the streets, avenues and public places included within the aforesaid routes or within the adjacent lines of intersecting streets and avenues lying within seventy-five (75) feet of the exterior line or side AUTHORIZATIONS of the longitudinal streets, avenues and public places of the route, all necessary and proper connections with terminal yards, stations, landing places, stairways, platforms, elevators, escalators, telegraph, telephone and signal devices and other appliances and facilities, all as may be either necessary or convenient for the construction, operation and maintenance of the Railroads. 3. To acquire and use private property for the construction, to acquire real maintenance and operation of the Railroads including yards, estate stations, station extensions, terminal rooms, power plants, stair- ways, elevators, escalator^, or other methods of access to and from the street, and for other purposes necessary or convenient to carry into execution the terms and authority of this grant. 4. To transport upon the Railroads persons and property, to transport and to use therefor and in connection therewith all suitable appliances. 5. To construct, maintain and operate under and along to construct streets, avenues, highways and public places, and upon, under or J^l^aSSi contiguous to the Railroads and the existing railroads for the etc. transmission of power, heat and light for the use of the Railroads and such other railroads as may be owned or controlled by the Subway Company (and for no other purposes), telegraph and telephone wires and wires, cables, contact rails, conduits and ways and other appurtenances; provided, however, that, except for the purpose of making necessary connections, all such appur- tenances, when not placed upon the structure, shall be placed underground, unless otherwise directed by the Commission. The authorizations or licenses hereby granted to construct, For 85 years maintain and operate the Jamaica Line and the Liberty Avenue ^^ to Line, shall be held by the Subway Company for a period of termination eighty-five (85) years from the date on which the Subway Company shall first begin operation of any part of either of the Railroads, unless sooner terminated as hereinafter provided. Said date shall be evidenced by a resolution of the Commission Dates of be-in- entered in its minutes approving such date as the date of begin- ning operation ning operation of the Railroads and as the date from which the terms of these authorizations or licenses run and from which compensation payable hereunder accrues, and also the date from which the period of ten years begins to run, after which the City may terminate the authorizations or licenses hereby granted ; provided, however, that if operation of either of the Railroads be first begun as to any part thereof at a later date, such date ACCEPTANCES, CONSENTS, ETC. may be evidenced by a resolution of the Commission entered in its minutes approving that date as the date of beginning operation of such railroad and as the date from which the period of ten years begins to run, after which the City may separately terminate this authorization or license therefor. Proviso as to Provided, however, and it is expressly agreed that the authori- terms, condi- za tj ons O r licenses hereby granted are subject to certain terms, tions and ' s~* conditions and requirements which appear to the Commission to be just and proper, and which as so subject, are prescribed in the following articles, to wit : requirements Execution of 7^5 certificate will be executed by the Commission in five identical originals, so proved as to be entitled to be recorded in the office of the Register of the County of Kings and the Clerk of the County of Queens, and to be filed in the office of the Secretary of State of the State of New York, all of which will be delivered by the Commission to the president, vice-president, TO be accepted secretary or treasurer of the Subway Company. The authoriza- m 30 days t ' ons or ii censes hereby granted shall be inoperative and this certificate shall be void unless within thirty days after such de- livery or such further period as shall be prescribed in writing by the Commission, the Subway Company shall have procured four of the said identical originals to be returned to the Com- mission, each of them having an acceptance of this certificate and all the terms, conditions and requirements thereof subscribed at the foot thereof by the Subway Company, such acceptance being so proved as to entitle it to be recorded and filed as afore- said. II To obtain property owners' con- sents within one year The authorizations or licenses hereby granted, if the Com- mission shall so determine, after due hearing, shall (except as in this paragraph otherwise provided) become void unless within one year from the time of the acceptance of this certificate by the Subway Company that Company shall further and in due and lawful form obtain and submit to inspection by the Commission the consents of the owners of one-half in value of the property bounded on each portion of the streets, avenues, or highways, upon, under or over which the Railroads or any part thereof are authorized, to the construction and operation of the Rail- 6 CONSENTS AND CONSTRUCTION roads or such part thereof, or in case the consent of such prop- or . . tion of Com- erty owners cannot be obtained, then the determination pursuant missioners to law of commissioners to be appointed by the Appellate Division of the Supreme Court in the proper department that such portion of the Railroads ought to be constructed and operated, the said determination of such commissioners when confirmed by the Court, to be taken in lieu of such consent of property owners. Provided, however, and it is expressly stipulated, that the Com- Commission mission shall have power, upon reasonable cause shown, to ex- m ^ ex tend by written certificate either, of the periods hereinbefore in this article prescribed; and provided further that if such con- sents shall have been given as to either, but not as to both, of the Railroads, the authorizations or licenses hereby granted shall nevertheless continue in force as to such one of the Railroads for which such consents shall have been given. The Subway Company covenants that it will be diligent in Subway Com- prosecuting applications for the consents aforesaid, but if it 1 shall not have secured the same within the period of one year after its acceptance as aforesaid of this certificate, then and in such case the Subway Company shall, after a written notice of three months to the Commission, be released from its obligations Ma y be hereunder as to such one of the Railroads for which such con- sents .shall not have been given, unless within such three months, or within such further period to be prescribed by the Commis- sion, such consents shall have been given. Ill The Subway Company shall begin the construction of each when con- of the Railroads (except the third track) within six (6) months struction to after it shall have obtained the consents therefor, as aforesaid, and within two (2) years thereafter shall complete the construc- tion of the same and begin the operation thereof. In case the Subway Company, within the said period of six i n case of (6) months after it shall have obtained the consents necessary failure . or complete as aforesaid, shall not have begun the actual construction of each of the Railroads, or if, after having begun, it shall suspend the same prior to the completion thereof for a period exceeding three (3) months, or if it shall not complete such construction and begin the operation of each of the Railroads within the said period of two (2) years, then and in either of such cases the authorizations or licenses hereby granted, or any part thereof, may be forfeited. 3 CONSTRUCTION OF THE RAILROADS Commission The Commission, nevertheless, shall have the power, upon reasonable cause shown, to extend by resolution any of the time J periods in this article prescribed. Additional time shall be al- lowed by way of extension of any period of such commence- ment of construction, or for the completion thereof, or for the commencement of operation of either of the Railroads, equal to the total period of delay caused by strikes, injunction or by neces- I sary proceedings for condemnation of real estate, easements or other property, or by other causes beyond the control of the Subway Company, so far as such strikes, injunctions or pro- ceedings, or such other causes, shall necessarily prevent the Subway Company from prosecuting such construction, but no delay shall be so allowed for unless, during the delay, such pro- * ceedings shall be diligently prosecuted by or for the Subway Company ; and provided, further, that in no case shall such delay be deemed to begin until the Subway Company shall have given written notice to the Commission of the injunction or other occa- sion of delay and delivered to the Commission copies of the injunction or other orders and of the papers upon which the same shall have been granted, and unless, upon the request of the Commission, the Subway Company shall in writing consent that the Commission, either in its own name as a party or in the name of the City as a party, may intervene in any such injunc- tion proceedings, or other suit or proceeding; and provided, fur- ther, that in case of forfeiture of any part of the authorization or licenses the Subway Company shall have no right to any re- turn of payments which it shall have made to the City by way of rental or otherwise. Suspension of The construction of the third track on either Line (or any construction of . . rx , . , third track portion thereof) respectively may be deferred during such time as shall be approved by the Commission provided, however, that after the Subway Company shall have obtained the consents aforesaid, the Subway Company shall begin the construction of the said third tracks within six (6) months after it shall be directed to begin the construction thereof by the Commission, and within two (2) years thereafter shall complete the same and begin operation thereof. IV Plans and The maps and profiles of the Railroads, herewith attached, profiles bearing the general title "State of New York, Public Service Commission for the First District, Engineering Department," 8 CONSTRUCTION OF TJJE RAILROADS signed by the Engineer, dated January 25, 1913, and numbered and designated respectively: File No. 3, Drawing No. 125, Map and Profile of the Jamaica Line of the New York Municipal Railway Cor- poration. File No. 3, Drawing No. 127, Map and Profile of the Liberty Avenue Line of the New York Municipal Railway Corporation. are to be deemed a part of this certificate and to be construed with the text hereof. The same shall be substantially followed, but deviations therefrom not inconsistent with the other pro- visions hereof may be permitted by the Commission. The Railroads, with necessary sidings, turnouts and switches, To follow gen ~ shall follow the general design of the elevated railroads known V an Cortiandt as the Van Cortiandt Park Extension heretofore constructed Park Extension under the contract dated February 21, 1900, for the construc- tion, equipment and operation of the Manhattan-Bronx Rapid Transit Railroad. The sidings constructed shall be such as the Commission Sidings shall approve as necessary for the convenient operation of the Railroads and shall not exceed in length, for any line of the Railroads, one quarter of a mile for each mile of railway of such line. No crossing is to be made at grade between tracks of diverg- Grade crossings ing lines without the approval of the Commission. The columns supporting the superstructure of the elevated Location of portions of the Railroads except as hereinafter otherwise pro- vided, may be placed within the roadway, but not less than thirteen (13) feet from the curb lines upon either side; the interior transverse distance between the columns shall not be less than twenty-three (23) feet; and the center line of the said elevated structure shall coincide as nearly as may be with the center line of the street. Where, however, the width of the street is not sufficient to provide for a roadway upon each side of the columns or wherever by reason of special or local conditions, it may not in the judgment of the Commission be desirable to locate the columns as herein first provided, the columns may be located either in the roadway or within the curb lines, as may be expressly approved by the Commission. The tracks of the elevated portions of the Railroads may Girders rest upon longitudinal and transverse girders supported by the 9 CONSTRUCTION OF THE RAILROADS Clearance Structural details Plans and drawings to be submitted to Commission Subway Com- pany may open streets, etc. Permits Right of inspection Sanitary and police juris- diction said columns, but no portion of the said girders, except with the approval of the Commission, shall approach within fourteen (14) feet of the surface of the roadway. The structural details employed in constructing the elevated portions of the Railroads shall be substantially similar to the structural details employed in the construction of the said Van Cortlandt Park Extension, except as aforesaid. All plans and drawings for the construction of the Railroads other than mere shop drawings shall be submitted to and ap- proved by the Commission in advance of construction, and the method of carrying on the work shall be subject to the approval of the Commission. Shop drawings shall so far as possible be filed with the Commission. The- right reserved to the Commis- sion to approve the plans and drawings in advance of construc- tion shall include the right to approve or disapprove the precise location of all tracks, columns, platforms, stations, stairways, es- calators or other means of access to the Railroads and all other structures appurtenant thereto encroaching upon the surface of the streets. The Subway Company shall be authorized to open and oc- cupy so much of the surface of the street or streets affected by this grant and to erect thereon such temporary supports as may be necessary for the purpose of building the said railroad struc- tures ; but the Commission may, whenever it deems it advisable, prescribe the manner in which the said work shall be performed. All necessary permits for opening of streets, and other necessary departmental permits, shall be obtained from the President of the Borough, or other officer as provided by law. The City, the Commission and all duly authorized represen- tatives of the City and the Commission, shall have the right at all reasonable times to inspect the" Railroads herein authorized, and any part thereof, as well during construction as afterwards, and to enter thereon when necessary, for the examination, super- vision or care of any property of the City, or of abutting prop- erty owners, or for any proper purpose. Such inspection shall include the inspection and approval of all materials, and the erec- tion thereof, used in the construction of the Railroads. Nothing in this franchise shall be deemed to diminish or affect the sani- tary or police jurisdiction which the public authorities shall law- fully have over property in the City. 10 OPERATION OF THE RAILROADS V The Subway Company shall procure all necessary easements Real estate and rights, titles and interests in real estate for the construction of the Railroads. The Subway Company shall make good to the City all physi- Physical cal but not consequential damage which shall be done to the c property of the City by the construction or operation of the Rail- roads, and shall make good to every owner of property abutting upon the Railroads, or which shall be injured by the work of constructing or operating the same, all physical damage which shall be done to such abutting or injured property, through any act or omission of the Subway Company, its successors, assigns, or lessees, or any contractor, sub-contractor or other person em- ployed upon the construction or operation of the Railroads, or any part thereof. The Subway Company shall in the course of construction at its Care of surface . . , r 11 f j c an(i subsurface own expense maintain the care of all street surfaces and surface structures and subsurface structures which may be interfered with, and any necessary interference therewith shall be subject to reason- able regulation by the department of the government of the City in control or charge thereof. VI The Subway Company (during the period of joint operation Rate of fare with the Subway Railroads) shall be entitled to charge for a single fare for each passenger for one continuous trip in the same general direction over the Railroads and the additional tracks authorized by a certificate granted by the Commission to the Subway Company bearing even date herewith (hereinafter referred to as the "additional tracks"), the existing railroads and Subway Railroads the sum of five (5) cents but not more, except as otherwise provided in Article LXII of the subway contract. After the end of such period of joint operation the Subway Company shall be entitled to charge for a single fare for each passenger for one continuous trip in the same general direction over the Railroads, the additional tracks and the exist- ing railroads the sum of five (5) cents but not more. VII The Railroads shall be carefully and skilfully operated, ac- 'skillful cording to the highest standards of railroad operation, and with operation 11 OPERATION OF THE RAILROADS Maintenance Power to be used May transport passengers and property No advertising on Railroads nor trade, traffic or occupation newspapers, etc. If Rapid Tran- sit Act be amended due regard to the safety of the passengers and employees and of all other persons. The Subway Company shall during the term of the grant keep the plant and property (as the words "plant and property" are hereinafter defined) of the Railroads and each and every part thereof in thorough repair, and shall restore and replace every necessary part thereof which may wear out or cease to be useful, so that at all times and at the termi- nation of the grants such plant and property of the Railroads shall be in thoroughly good and solid condition. The power to be used shall be electricity or compressed air so used as to involve no combustion or impurity of air in cars or any other power of like description approved by the Com- mission. The Subway Company may transport over the Railroads pas- sengers and property, provided, however, that the use of the Railroads for the transportation of property shall not to any extent or in any way interfere with the use of the Railroads to their fullest capacity, if required, for the carriage of passengers. No part of the Railroads, or stations or other appurtenances thereof, shall be used for advertising purposes, except that the Subway Company may use the structure for posting necessary information for the public relative to the running of trains and to the operation of the Railroads ; nor shall any trade, traffic or occupation, other than required for the operation of the Rail- roads, be permitted thereon or in the stations thereof, except such sale of newspapers and periodicals as may, from time to time, always with the right of revocation, be permitted by the Com- mission. In case the present provisions of the Rapid Transit Act in respect of advertising or the carrying on of any trade, traffic or occupation are amended, the Commission, under rules and regulations to be prescribed by it, may permit the Subway Company to carry on such advertising or such trade, traffic or occupation in accordance with the Rapid Transit Act as it may be amended from time to time. VIII City's com- Inasmuch as the City's compensation for the authorizations or pensation and exercise of right licenses hereby given and its exercise of its right to take over to take over affected by expenditures the plant and property of the Railroads will be affected by the amount of the Subway Company's expenditures on account of constructing, equipping, maintaining and operating the Railroads, the Subway Company shall strictly comply with the provisions 12 SUPERVISION AND INSPECTION hereof for assuring to the Commission supervision by it of all operations of the Subway Company. The Subway Company shall, therefore, in addition to providing facilities for inspection as hereinbefore provided, provide the Commission with all facili- Subway Com- ties necessary or convenient to afford the Commission full and fadiitieTfor" complete supervision of all operations of the Subway Company supervision in or about the enterprise of constructing, equipping, maintain- ing and operating the Railroads. The Subway Company and any construction or supply company controlled by the Subway Com- pany or by any company directly or indirectly controlling the Subway Company or affiliated with the Subway Company shall ui j c 11 Proper books ' keep suitable and proper books, records and memoranda 01 all e tc., to be kept operations with contractors, bankers, or persons furnishing labor, material, money or supplies and all contracts directly or indi- rectly affecting the actual cost of the plant and property of the Railroads and directly or indirectly affecting the equipment, main- tenance or operation of the Railroads, showing in detail such cost to the Subway Company, or to any such construction com- pany, including any additions constructed or provided from time to time, and shall afford access to and permit the examination, use and production of any such books, records, memoranda or contracts to the extent that the same have to do therewith. The Lessee shall (except in such cases where permission to do otherwise is expressly granted from time to time by the Com- mission by a resolution entered in its minutes) before entering into any contract, agreement, mortgage or undertaking having to Contracts for j . , , . . r ,1 -r> M j 1. construction or do with the constructing or equipping of the Railroads, submit equipment the same to the Commission for its approval and the Commis- to be sub ~ j. . - . \ . , mitted to sion may as a condition of its approval require the insertion of commission such terms and conditions therein as it may deem necessary. The Commission may further require the Subway Company be- fore entering into any agreement having to do with the construc- tion or equipment of the Railroads to ask for proposals upon form of contracts satisfactory to the Commission, in a specific manner and for a specified time. Any contract, agreement or undertaking having to do with what contracts the maintenance or operation of the Railroads extending beyond a n^ncTo^opera- period of one year or involving an expenditure in excess of Fifty tion to be Thousand ($50,000) Dollars (and any other contract, agreement or undertaking having to do with the maintenance or operation of the Railroads which the Subway Company shall desire to make subject to the approval of the Commission) shall be entered into by the Subway Company subject to the approval of the Com- 13 SUPERVISION AND INSPECTION Payments thereunder not subject to objection Certain con- tracts not to extend over five years Commission may establish system of accounts Alterations Regulations as to vouchers and pay-rolls mission, which approval shall be evidenced by entries in its minutes. Any payments made under any such contract so ap- proved by the Commission shall not be subject to objection under the provisions hereinafter contained unless the payments there- under shall not be in accordance with the terms of such contract. The provisions of this paragraph shall also apply to all contracts, agreements or undertakings of the character specified in this paragraph entered into after the date hereof which are to con- tinue in force after the beginning of operation. No contract, agreement or undertaking affecting the main- tenance or operation of the Railroads (except mortgages, assign- ments, leases, trackage agreements, power and advertising con- tracts, agreements amending or supplementing this certificate, or the Subway Contract or the certificate for additional tracks bear- ing even date herewith, and any contracts, agreements or under- takings amending, supplementing or extending any such instru- ments) shall extend over a period in excess of five (5) years. The Commission may, whenever it deems advisable, establish a system of accounts to be used by the Subway Company in con- nection with the construction, equipment, maintenance and opera- tion of the Railroads and may prescribe the manner in which such accounts shall be kept. It may also in its discretion pre- scribe the form of accounts, records and memoranda to be kept by the Subway Company in connection with the construction or equipment, maintenance and operation of the Railroads, includ- ing the accounts, records and memoranda of the movements of traffic as well as the receipts and expenditures of moneys. Rea- sonable notice of alterations by the Commission in the required method or form of keeping a system of accounts shall be given to the Subway Company by the Commission. The Commission shall at all times have access to all such accounts, records and memoranda kept by the Subway Company and may designate any of its officers or employees who shall thereupon have author- ity under the order of the Commission to inspect and examine any and all accounts, records and memoranda kept by the Sub- way Company. The Commission may, after hearing, prescribe by order the accounts in which particular outlays and receipts shall be entered, charged or credited. The Commission may from time to time adopt regulations, which shall be evidenced by entries in its minutes, which the Subway Company shall strictly comply with, as to the form of all vouchers and payrolls having to do with the actual cost of the plant and property of the Railroads, and with the cost of 14 SUPERVISION AND INSPECTION maintaining and operating the Railroads, to the end that the cost data relating to various divisions of the enterprise of construct- ing, equipping, maintaining and operating the Railroads can, at all times, be promptly and accurately determined and the property identified. No payment, credit, compensation or concession of whatso- Vouchers, etc. e to be filed ever character having in any way to do with the actual cost of the plant and structure and equipment of the Railroads shall be determined to be part of the actual cost of the plant and struc- ture and equipment unless the Subway Company upon making such payment, credit, compensation or concession shall forthwith file with the Commission a duplicate voucher credit slip or other original evidence thereof. The Commission may object to any expenditure, as unreason- Commission able or improper, made or to be made by the Subway Company ^^j^v' in connection with maintaining and operating the Railroads by notice thereof to the Subway Company. If the objection by the Commission refers to an expenditure already made, the Subway Company forthwith upon receipt of notice shall remove the amount from the account or accounts to which it had been charged and hold the same in a suspense account until the item in dispute is adjudicated. If the objection refers to an expendi- Procedure in ture to be made, the Subway Company, if it make such expendi- ^ ture, shall charge to and hold the same in a suspense account until the item in dispute is adjudicated. In case the Commission and the Subway Company are unable within five (5) days after the delivery of such notice, Saturdays, Sundays and Holidays ex- cepted, to agree upon the reasonableness and propriety of such expenditure, the same shall be determined by arbitration or by the Court. Such arbitration shall be conducted in accordance Arbitration with the provisions hereinafter contained except that the period for the appointment of arbitrators as hereinafter prescribed shall for the purposes of all arbitration under this paragraph be re- duced to five (5) days Saturdays, Sundays and Holidays ex- cepted. Such notice of objection shall be given by the Commis- sion within thirty (30) days after the Commission has become cognizant of such expenditure, unless satisfactory reasons are given for any delay. Any such delay shall not excuse the Sub- way Company from complying with the provisions hereof in re- spect of the money to be held in reserve, but such delay may be set up by the Subway Company as a defense to the objection, and the adequacy of the reason given for such delay shall be 15 SUPERVISION AND INSPECTION If expenditure be found rea- sonable and proper If unreason- able or im- proper Inspection Subway Com- pany to afford facilities, etc. When this article inopera- determined by arbitration or by the court. If it be agreed by the Commission and the Subway Company or determined by arbitration or by the court that the expenditure so objected to is reasonable and proper, the amount thereof shall be charged to operating expenses and the interest thereon, if any, shall be charged against interest revenue. If, on the other hand, it be so agreed or so determined that such expenditure is unreason- able or improper, the amount thereof with interest shall be borne by the Subway Company. Similarly, if any expenditure shall be so agreed or so determined to be unreasonable or improper in part, the charges for such part shall be adjusted in the same manner as the charges for the whole amounts as hereinbefore provided. The Commission contemplates, and the Subway Company hereby approves, the most thorough and minute inspection by the Commission and the Engineer and by their representatives or subordinates, of all work and materials (and of the manu- facture or preparation of such materials) entering into the con- struction and equipment of the Railroads. The Subway Com- pany shall, therefore, at all times give to the Commission and its members, to the Engineer and his assistants and subordinates, and to any person designated by the Commission or its Chair- man, all facilities, whether necessary or convenient, for inspect- ing the materials to be furnished and the work to be done in and about the same. The members of the Commission, the Engineer and any assistant or other person bearing his authorization or the authorization of the Commission or its Chairman shall be ad- mitted at any time summarily and without delay to any part of the work or to the inspection of materials at any place or stage of their manufacture, preparation, shipment or delivery. The provisions of this article in so far as they provide for supervision of operation shall be inoperative for so long as the compensation to be paid for the Railroads shall not be a portion or percentage of income, earnings or profits. IX Determination of actual cost "Plant and property" The actual cost of the plant and property of the Railroads shall be determined as follows : The words "PLANT AND PROPERTY" as used herein mean as to any of the Railroads, the equipment and the plant and struc ture thereof. 16 structure" DETERMINATION OF ACTUAL COST The word "EQUIPMENT" means as to any of the Railroads, "Equipment" all cars, rolling stock, motors, power sub-stations and the real estate upon which they are built and all wires, cables and con- duits suitable to and necessarily provided and used for the pur- poses of tlie Railroads not affixed to the railroad structure in streets or on rights of way (including additions), provided, how- ever, that the cars, rolling stock and motors shall be such only as are specially purchased or constructed for use upon the Rail- roads, which shall at the time of purchase or construction be identified by suitable marking as "extension equipment." The words "PLANT AND STRUCTURE" mean as to any of the "Plant and Railroads, the foundations, structures, tracks, stations, terminal rooms, stairways and means of access thereto, consents, ease- ments and rights of way and interests in real estate connected with the railroad as distinguished from the equipment as herein- before defined, terminal and storage yards and shops, and signal towers, signal devices contact rails, telephone and telegraph wires, wires, cables and all other fixtures suitable to and necessarily used for the purposes of the Railroads affixed to the railroad structure in streets and on rights of way including additions. The word "ADDITION" as used in this article with reference to equipment or plant and structure means a betterment, improve- ment or addition, made during the term of this grant, ordered or approved by the Commission in advance of the construction or provision thereof, to or of either the equipment or plant and structure as originally completed and put in operation, excluding anything furnished in the nature of repairs, maintenance, replace- ments or substitution. The words "DEBT DISCOUNT AND EXPENSE" to mean the actual "Debtdiscount and- necessary expense to the Subway Company (including dis- andex P ense " counts) involved in the issuance and disposal of securities issued by the Subway Company to provide means for constructing and equipping the Railroads or for additions, deducting therefrom any premiums received by or on behalf of the Subway Com- pany upon or in connection with the disposal of such securities. The words "ACTUAL COST" mean as to any of the Railrdads, "Actual cost" in respect to the equipment thereof : "Addition" in respect of equipment (1) The actual and necessary net cost in money to the Sub- Labor and way Company for acquisition, or for all labor and materials matenals entering into the construction, of the equipment and additions thereto from time to time, other than repairs, maintenance, re- placement or substitutions. 17 Debt discount and expense DETERMINATION OF ACTUAL COST Real estate (2) The actual and necessary net cost in money to the Sub- way Company of any real estate or interests therein including consents and easements necessarily acquired for the construction or operation of equipment or such additions thereto, other than replacements or substitutions together with the actual and neces- sary expenses in connection with such acquisition. (3) The debt discount and expense actually and necessarily incurred in connection with the equipment and additions thereto from time to time, provided, however, that the debt discount and expense, except in the case of additions, shall not exceed an amount equal to three per centum (3%) of the actual cost of equipment including in such actual cost the expenditures under this paragraph. Taxes (4) Taxes and assessments actually and necessarily paid or accrued upon the items of this definition pending the beginning of operation, including in the word "taxes"', assessments or other governmental charges (including mortgage recording tax) of every description against the Subway Company in and about the construction or acquisition of Equipment and additions thereto from time to time. During operation such assessments for bene- fits as are not properly chargeable against revenue shall be charged to such actual cost. (5) The actual and necessary net cost in money to the Sub- way Company for superintendence, insurance, damages, engi- neering, legal expenses, insurance and administration in and about the acquisition or construction of equipment or such additions thereto, including in respect of equipment (exclusive of addi- tions) the expenses above referred to in this paragraph actually and necessarily incurred or payable by the Subway Company, prior to the date of this certificate and in addition the actual and necessary expense incurred or payable by the Subway Com- pany in printing, engraving and certifying securities for equip- ment, (exclusive of additions) and the actual and necessary ex- pense in organizing the Subway Company. interest (6) Interest actually and necessarily paid or accrued on moneys provided by the Subway Company or on its behalf from time to time for the items of this definition from the respective times of providing said moneys (but not including interest on any moneys provided by the Subway Company or on its behalf prior to October 1, 1912) to the beginning of operation of the 18 Superinten- dence, etc. DETERMINATION OF ACTUAL COST part of the equipment for which such moneys were provided, less any interest received by the Subway Company or on behalf of the Subway Company on such moneys. Provided, however, that the actual and necessary net cost Replacements, in money of all replacements, substitutions or renewals not due eluded to wear and tear from operation and necessitated by the recon- struction o.f parts of the existing structures of the said Subway Company for the purpose of physically connecting the same with the Railroads shall be deemed to be included in the fore- going definition of actual cost of equipment. The words "ACTUAL COST" mean as to any of the Railroads, "Actual cost" in respect to the plant and structure thereof : structure ( 1 ) The actual and necessary net cost in money to the Sub- Labor and way Company of all labor and materials entering into the con- matenals struction of the plant and structure and permanent additions thereto from time to time other than repairs, maintenance replace- ments or substitutions. (2) The actual and necessary net cost in money to the Sub- way Company of any real estate or interest therein, including R ea i estate consents and easements necessarily acquired for the construction or operation of the plant and structure, or such permanent addi- tions thereto, other than replacements or substitutions, together with the actual and necessary expenses in connection with such acquisition. (3) The debt discount and expense actually and necessarily Debt discount incurred in connection with the construction of the plant and andex P ense structure and additions thereto from time to time, provided, how- ever, that the debt discount and expense, except in the case of additions, shall not exceed an amount equal to three per centum (3%) of the actual cost of the plant and structure including in such cost the expenditures under this paragraph. (4) Taxes and assessments actually and necessarily paid or Taxes accrued upon the items of this definition pending the beginning of operation, including in the word "taxes", assessments or other governmental charges (including mortgage recording tax) of every description against the Subway Company in and about the construction of the plant and structure and additions thereto from time to time. During operation such assessments for bene- fits as are not properly chargeable against revenue shall be charged to such actual cost. 19 bETfiRMlNATION OF ACfUAL COST Superinten- dence, etc. (5) The actual and necessary net cost in money to the Sub- way Company for superintendence, damages, insurance, engineer- ing, legal expenses and administration, in and about the construc- tion or acquisition of the plant and structure or such additions thereto or the improvements or betterments aforesaid and in- cluding in respect of the plant and structure (exclusive of addi- tions) the expenses above referred to in this paragraph actually and necessarily incurred or payable by the Subway Company prior to the date of this certificate and in addition the actual and necessary expense incurred or payable by the Subway Company in printing, engraving and certifying securities for the plant and structure, (exclusive of additions) and the actual and necessary expense in organizing the Subway Company. interest (6) Interest actually and necessarily paid or accrued on moneys provided by the Subway Company or on its behalf from time to time for the items of this definition from the respective time of providing said moneys (but not including interest on any moneys provided by the Subway Company or on its behalf prior to October 1, 1912) to the beginning of operation on the part of the plant and structure for which such moneys were provided, less any interest received by the Subway Company or on behalf of the Subway Company on such moneys. Provided, however, that the actual and necessary net cost in Replacements, money of all replacements, substitutions or renewals not due to etc., not in- , _, , eluded wear and tear from operation and necessitated by the construc- tion of parts of the existing structures of the said Subway Com- pany for the purpose of physically connecting the same with the Railroads shall be deemed to be included in the foregoing defini- tion of actual cost of plant and structure. If any profit, salvage, rebate or benefit (not including profits from operation) from any source derived shall accrue directly or indirectly to the Subway Company or on its behalf in any man- ner out of or in connection with the construction or acquisition of such plant and structure or additions thereto, or equipment or additions thereto, then the amount of any such profit, salvage, rebate or benefit shall be deducted from the cost of the other items referred to. The Engineer shall within six (6) months after the date of this certificate render a determination in writing in duplicate to the Commission and to the Subway Company of the actual cost of the plant and structure and of the actual cost of equipment paid or accrued prior to the date of this certificate. In the case of all If profit, etc., shall accrue to S.ubway Company Actual cost 20 DETERMINATION OF ACTUAL COST work done after the date of this certificate the Engineer shall, on or about the first days of January, April, July and October, in each year during construction or during the provision of equip- ment, (including the construction or provision of additions) render a determination in writing, in duplicate, to the Commis- sion and to the Subway Company of the actual cost of the plant and structure and of the actual cost of equipment to the date of the last day of the preceding quarter, including therein separately a determination of the actual cost of the plant and structure and actual cost of equipment during the quarter year immediately preceding the date of such determination. If either the Commis- Engineer's sion or the Subway Company shall be dissatisfied with the deter- determination mination of the actual cost of the plant and structure or the actual cost of equipment paid or accrued prior to the date of this certificate or shall be dissatisfied with any such quarterly de- termination or any item or items thereof it shall within thirty (30) days after the receipt of any such determination file with the Engineer a statement in writing of the item or items objected Objections to to and the reasons for such objection. If within such period of thirty (30) days the Commission or the Subway Company shall fail to file such statement with the Engineer, the determination shall be final and conclusive upon the party so failing. If such statement of objections be so filed with respect to the determina- tion of the actual cost of plant and structure or the actual cost of equipment paid or accrued prior to the date of this Certificate, the Engineer shall thereupon reconsider such determination, or Reconsidera- any such item or items thereof, so objected to and shall, within Engineer thirty (30) days after the filing of such statement, render a re- determination stating his conclusions as to the item or items so objected to. If such statement of objections be so filed with respect to any quarterly determination of the actual cost of plant and structure or actual cost of equipment paid or accrued after the date of this certificate, the Engineer shall thereupon recon- sider such determination, or any such item or items thereof, so objected to and shall state his conclusions thereon in, or at the time of, his determination for the quarter year succeeding the quarter year for which the determination so objected to was made. Any such redetermination shall be final and conclusive unless the Commission or the Subway Company shall within thirty (30) days after the receipt thereof give written notice to the other that it requires the same to be submitted to arbitration Arbitration of or the court as hereinafter provided. In the case of additions, the Engineer shall, in the same manner and subject to the same 21 Dates of operation of additions Inclusion of expenditures conditional COMPENSATION review as is provided in the case of determinations as to cost, de- termine the respective dates at which additions are put into operation. Any period of time specified in this paragraph may be extended with the written consent of the Commission and the Subway Company. No expenditure made by the Subway Company in or about the acquisition or construction of the plant and property of any of said railroads shall be included in or made a part of the actual cost of plant and structure or of equipment thereof for any pur- pose under this certificate unless the detailed plans are approved as provided in Article IV and the cost and respective dates deter- mined as provided in this Article. Compensation A S compensation the Subway Company shall pay to the Comp- troller for the period beginning on the day when any part of either of the Railroads is put in operation and ending on the day when the Subway Company shall cease to operate the Railroads in conjunction with the Subway Railroads, a specified part or proportion of the income earnings and profits which shall be in- cluded in the compensation provided for in the subway contract, and determined in accordance with the provisions of the subway contract which, in respect thereto, are as follows : "CHAPTER II Pooling of receipts 1 Revenue ' RENTAL " ARTICLE XLIX. In consideration of the operation of the " Railroad and the Existing Railroads in conjunction with " each other for a single fare and of the contribution by the " Lessee to or toward the cost of construction of the Railroad " as aforesaid, upon the commencement of operation of Sub- " divisions I and II of the Broadway-Fourth Avenue Line, " the gross receipts from whatever source derived directly " or indirectly by the Lessee or on its behalf in any man- " ner from, out of or in connection with the operation of " the Railroad and the Existing Railroads (hereinafter re- " f erred to as the 'revenue') shall be combined during the " term of this contract and the City shall receive for the use " of the Railroad at the intervals provided a specified part or " proportion of the income, earnings and profits of the Rail- 22 COMPENSATION *' road and the Existing Railroads. The amount of such in- 41 come, earnings and profits shall be determined as follows : " From the revenue the Lessee shall at the end of each " quarter year ending December 31, March 31, June 30 and Deductions " September 30, deduct in the order named : " 1 Such rentals, actually and necessarily payable by the Rentals " Lessee for the use of property in connection with the Rail- " road and the Existing Railroads, under contracts or leases " approved by the Commission, as are not included in operat- " ing expenses as classified in the accounting system pre- " scribed by the Commission. " 2 Taxes, if any, upon property actually and necessarily " used by the Lessee in the operation of the Railroad and the " Existing Railroads, together with all taxes or other gov- " ernmental charges of every description (whether on physi- Taxes, etc. " cal property, stock or securities, corporate or other f ran- " chises, or otherwise) assessed or which may hereafter be " assessed against the Lessee in connection with or incident " to the operation of the Railroad and the Existing Rail- " roads. Also such assessments for benefits as are not prop- " erly chargeable to cost of construction or cost of equip- " ment. " 3 All expenses, exclusive of maintenance, actually and Operating " necessarily incurred by the Lessee in the operation of the li Railroad and the Existing Railroads. "4 An amount equal to twelve per centum (12%) of " the revenue for the maintenance, exclusive of deprecia- Maintenance " tion, of 'the Railroad and Equipment and the Existing " Railroads. Such maintenance shall include the repair and " replacement of tracks and also other parts of continuous " construction and parts of equipment units, but shall not " include the replacement of any of the principal parts of " the railroad structure and equipment, as such principal " parts are from time to time specified and defined by the " Commission. If, in any quarter year, such maintenance " shall cost less than twelve per centum (12%) of the reve- " nue the unexpended balance shall be transferred to the " depreciation funds provided for in paragraph 5 of this " article ; and if, in any quarter year, such maintenance shall "cost more than such twelve per centum (12%) of the " revenue an amount equal to the excess may be withdrawn " from such depreciation funds and applied to such main- " tenance. 23 COMPENSATION Depreciation Classification into funds Arbitration of classification Three depre- ciation funds " 5 For the first year of temporary operation an amount equal to three per centum (3%) of the revenue for depre- ciation of such portions of the Railroad and the Equipment and the Existing Railroads as are not repaired or replaced through the expenditures for maintenance provided for in paragraph 4 of this Article. Prior to the beginning of the temporary operation provided for in Article LII the Com- mission and the Lessee shall agree upon the classification of such three per centum (3%) to accord with its division into the depreciation funds hereinafter in this article pro- vided for. If prior to the beginning of such temporary operation the Commission and the Lessee are unable to agree upon such classification the same shall be determined by arbitration or by the court. Within thirty (30) days after the thirtieth day of June following the beginning of such temporary operation and annually thereafter the Com- mission and the Lessee shall determine the classification and amount of depreciation, and excess maintenance not covered by the amount set aside under paragraph 4 of this Article, during the preceding fiscal year, and the deduction for such year shall thereupon be adjusted to conform with such determination. If within such period the Commission and the Lessee are unable to agree upon the classification and amount of depreciation during the preceding fiscal year, the amount thereof shall thereupon be determined by arbi- tration or by the court. The said three per centum (3%) for the first year of such temporary operation and the amount determined as hereinbefore provided for future years shall be diAaded in accordance with such classification and paid into three (3) depreciation funds. The first of such funds shall be known as the 'Depreciation Fund for the Railroad and Equipment,' the second of such funds shall be known as the 'Depreciation Fund for the Plant and Property of the Extensions and Additional Tracks,' which shall be the plant and property of the extensions and additional tracks authorized by the Commission by said certificates, and the third of such funds shall be known as the 'Depreciation Fund for Existing Railroads' which shall be the Existing Railroads and equipment thereof other than that covered by the second fund hereinbefore in this article provided for. If necessary the maintenance fund provided for in paragraph 4 shall be similarly divided in accordance with the same procedure as hereinbefore out- 24 COMPENSATION " lined for the depreciation funds. Such funds shall be " further divided from time to time as may be necessary. " Such funds shall be in charge of and under the control and " direction of the Depreciation Fund Board. The cost of "all replacements of the principal parts (as such principal TO cover .-., 1 i /- j i_ i replacements of ' parts are trom time to time specified and denned by the pr i nc i pa i pa rts, " Commission) of the Railroad and Equipment and of the etc - " Existing Railroads due either to wear and tear or to obso- " lescence, inadequacy or age, and also any excess in the cost '* of maintenance as provided in paragraph 4 of this article " shall be paid from the appropriate fund. When any prin- Payments " cipaL part of the Railroad or Equipment or of the Existing f " Railroads is retired or withdrawn from service, an amount '' equal to its cost shall be withdrawn from the appropriate " fund and expended on new construction or new equipment. " Any salvage or proceeds on parts so retired or withdrawn Salvage, etc. " shall (subject to the provisions of any now existing mort- " gage or mortgages covering the parts so retired or with- " drawn) be paid into the appropriate fund. Any amounts " in such funds not currently needed for the purposes herein " specified shall be securely invested and reinvested by the " Depreciation Fund Board and all interest and profits ac- interest " cruing thereon shall be returned to the revenue. The De- " preciation Fund Board shall have the right to sell invest- " ments to meet current needs and for purposes of rein- " vestment. A permanent record of the depreciation of Records " each class of construction and equipment of the Railroad " and the Existing Railroads (as such classes are from time " to time defined or specified by the Commission) shall be " kept by the Lessee in the form prescribed from time to "time by the Commission. At the expiration of the term uponexpira- " of the Lease, or upon earlier termination as hereinafter ter " provided, any amount in the Depreciation Fund for the " Railroad and Equipment shall be paid to the City or to a " new lessee as may be directed by the Commission and any " amounts in the- Depreciation Fund for the Plant and " Property of Extensions and Additional Tracks and in the " Depreciation Fund for Existing Railroads shall be paid to " the Lessee. In case the City shall terminate the contract as *' to a specified portion or portions of the Railroad as herein- " after provided, the Commission and the Lessee shall de- " termine what proportion of the first of such funds shall " then be paid over to the City or to a new lessee on account 25 COMPENSATION Existing income 6% on Lessee's contribution and cost of equipment of depreciation of the specified portion (including the Equipment thereof) as to which the contract is so termi- nated and in case of their failure to agree upon such amount the same shall be determined by arbitration or by the court. "6 One-quarter (J4) of the sum of three million five hundred thousand dollars ($3,500,000) to be retained by the Lessee for each quarter year of the term of the Lease as representing the average annual income from the opera- tion of the Existing Railroads during the two years prior to the date of the beginning of initial operation, out of which the Lessee shall pay interest charges on obligations representing capital investment (preceding the date of this contract) in the Existing Railroads. " 7 One-quarter ( /4 ) of an amount equal to six per cen- tum (6%) of (1) the Lessee's contribution toward the cost of construction of the Railroad, (2) the cost of equip- ment of the Railroad for initial operation, (3) the actual cost of the plant and property of the extensions and ad- ditional tracks authorized by the Commission by said cer- tificates, and (4) the cost of Reconstruction of the Exist- ing Railroads for Initial Operation, for each quarter year of the term of the Lease, out of which the Lessee shall set aside amounts sufficient, with interest and accretions thereon, to amortize within the term of the Lease such contribution and such costs. Such payments (subject to the reduction of the cost of construction as hereinafter provided) shall continue to be made to the Lessee for each quarter year of the term of the Lease irrespective of whether any part of the cost has been amortized or the bonds issued therefor retired. In the event of the tempo- rary operation of the Railroad or the commencement of the term of the Lease prior to the completion of the Rail- road, such one-quarter of six per centum (}4 of 6%) shall be computed upon the basis of the portion of the Lessee's contribution toward the cost of construction of the Railroad, of the portion of the cost of equipment of the Railroad for initial operation, of the portion of the actual cost of the plant and property of such extensions and additional tracks and of the cost of Reconstruction of the Existing Railroads for Initial Operation then in operation. The Lessee shall, however, reduce the cost of construction borne by it and the cost of equipment by the sum of One COMPENSATION " Million Three Hundred and Thirty Thousand Dollars " ($1,330,000). Such reduction shall be apportioned among " (a) the Lessee's contribution toward the cost of construc- " tion of the Railroad, (b) the cost of equipment of the " Railroad for initial operation, (c) the cost of Reconstruc- " tion of the Existing Railroads for Initial Operation and " (d) the actual cost of the plant and property of the ex- " tensions and additional tracks (exclusive of additions) " authorized by said certificates in the proportion that the " cost of each thereof bears to the cost to the Lessee of the " whole. Such reduction shall bear interest in the same " amount as is paid thereon from and after the beginning of " initial operation under the provisions of this paragraph " and the amount of such interest when paid shall be paid " into the revenue. Such reduction (together with the said " interest thereon) shall be accomplished by the Lessee ap- " plying thereto the first sums coming to it under the pro- " visions of Article L on account of its fifty per centum " (50%) of the income, earnings and profits of the Rail- " road and the Existing Railroads, provided, however, that " the Lessee shall not be required to pay from its share of " such income, earnings and profits in any one year an " amount in excess of one-fifteenth thereof. " 8 When the Lessee shall provide Additional Equip- TO the Lessee " ment for the Railroad (that is, Equipment in addition to " that provided for initial operation as indicated by the " schedules filed as provided in Article XL, except Additional " Equipment belonging to the Extensions, unless the Exten- " sions to which such Additional Equipment belongs shall " become a part of the Railroad, as provided in Article " LXXII, in which event the sinking funds provided for " such Additional Equipment shall be combined with the " funds provided for in this paragraph but the said sinking " funds may continue to be separately identified on the books "of the Lessee), or Additions to the Existing Railroads, " then an amount to be retained by the Lessee equal to one- " quarter (%) of the annual interest payable by the Lessee. " (or, in the event that the Lessee should not borrow money " for such purpose, then an amount equal to one-quarter (/4) of the interest at the average annual rate payable by " the Lessee on long term securities issued by it for the " purpose of carrying out its obligations under this contract) " upon the cost of each additional unit (as the words 'ad- 27 COMPENSATION To the City on its share of cost of construction To City on its share of Addi- tions to con- struction " ditional unit' are defined in Article LXIX), together with " a sr.m equal to one-quarter of one per centum (j4 of 1%) " of the cost of each additional unit, which latter amount " shall be paid into a separate sinking fund which with in- ' terest and accretions shall be promptly and securely in- " vested and reinvested by it for the amortization of the cost " of such additional unit. Upon the completion of the amor- " tization of the cost of any additional unit the payments " provided for in this paragraph in respect of such additional " unit shall cease and any balance in the sinking fund of any " amounts, or interest or accretions thereon, set aside for " the amortization of the cost of such additional unit shall be " paid into the revenue. " 9 An amount' to be paid to the City for each quarter " year of the term of the Lease equal to one-quarter ( *4 ) " of the annual interest payable by the City (or, in the "event that any portion of the cost of construction borne " by the City should be met other than by the issuance of " corporate stock or other long term interest bearing securi- " ties, then an amount equal to one-quarter (^) of the " interest at the annual rate specified in the last then preced- " ing sale by the City of corporate stock or other long term " interest bearing securities) upon its share of the cost of " construction of the Railroad (exclusive of Additions) to- " gether with an amount equal to one-quarter of one per " centum (*4 of 1%) of the City's share of the cost of con- " struction of the Railroad (exclusive of Additions). Such " payments shall continue to be made to the City for each " quarter year of the term of the Lease irrespective of " whether any part of such share of the cost of construc- " tion has been amortized or the bonds issued therefor re- " tired. " 10 An amount to be paid to the . City equal to one- " quarter (J4) of the annual interest actually payable by " the City (or, in the event that any portion of the cost of " construction borne by the City should be met other than <; by the issuance of corporate stock or other long term " interest bearing securities, then an amount equal to one- " quarter (%) of the interest at the annual rate specified in " the last then preceding sale by the City of corporate stock " or other long term interest bearing securities) upon the " cost of construction of each additional unit of Additions " to the Railroad, together with an amount equal to one- 28 COMPENSATION "quarter of one per centum ( l /^ of \%) of the cost of "construction of each additional unit of Additions to the " Railroad to furnish a sinking fund for the amortization of " the cost of construction of such additional unit. Upon the " completion of the amortization of the cost of any additional " unit the payments provided for in this paragraph in respect " of such additional unit shall cease and any balance in the " sinking fund of any amounts, or interest or accretions " thereon, set aside for the amortization of the cost of con- " struction of such additional unit shall be paid into the " revenue. "11 One per centum (1%) of the revenue, which shall Contingent " be paid into a separate fund to be in the charge and under reserve fund " the direction and control of the Depreciation Fund Board " and which with interest and accretions shall be securely " invested and reinvested by it to provide a contingent re- " serve fund. When any such fund with interest and accre- tions shall equal one (1%) per centum of the cost of " construction and the cost of equipment of the Railroad or " of the portion thereof remaining in operation, payments " to such fund shall be suspended and interest thereon shall " be paid into the revenue. If thereafter such fund shall "fall below such one (1%) per centum, payments at the " rate aforesaid shall be resumed until the fund with in- " terest and accretions again equals such one ( 1 % ) per cen- " turn. Such fund shall be used to meet deficits in opera- " tion and the payment of the various obligations and de- " ductions hereinbefore in this Article referred to and for " such other purposes as may from time to time be approved " by the Commission. At the end of the term, or sooner " termination thereof, any balance in this fund, after the " payment of any claims against the Lessee arising out of " operation, shall be paid into the revenue. " 12 The amount remaining after making all such deduc- income, eam- " tions shall be deemed to be the income, earnings and profits " of the Railroad and the Existing Railroads. " ARTICLE L. Of the income, earnings and profits of Division of "the Railroad and the Existing Railroads fifty (50) per " centum shall be paid to the City and the remaining fifty " (50) per centum shall be retained by the Lessee. " ARTICLE LI. If in any quarter year the revenue shall Deficits " be insufficient to meet the various obligations and deduc- cumulative 29 s COMPENSATION Temporary rental Termination of temporary rental " tions referred to in Article XLIX, the deficits shall be " cumulative and payments of such deficits shall be there- " after made in full before deducting the amounts required " in the paragraph of such article, succeeding the paragraph " providing for the payment of the obligation or deduction " as to which there has been such deficit. " ARTICLE LII. When and as the Commission shall de- " clare parts of the Railroad to be ready for equipment the " Lessee shall forthwith equip the same and when declared " by the Commission to be ready for operation the Lessee " shall forthwith commence the operation of such part or " parts in connection with the Existing Railroads, including " such part or parts of the extensions and additional tracks " authorized by said certificates as may have been com- " pleted and may be ready for operation. The earnings of " such part or parts shall be combined with those of the " Existing Railroads and the revenue shall be distributed as " provided in Articles XLIX, L and LI, except that the " deductions provided for in paragraphs 7 and 9 of Article " XLIX shall be computed on the basis of the cost of con- " struction and the cost of equipment of such part or parts " of the Railroad and such part or parts of the plant and " property of the extensions and additional tracks author- " ized by said certificates and such part or parts of the " Reconstruction of the Existing Railroads for Initial Opera- " tion as are placed in operation and except further that " any deficit in the payments required to be made to the City " instead of being cumulative shall be added to the cost of " construction of the Railroad. " Provided, however, that if the term of the Lease shall "not begin on. the first day of January, 1917, as provided " in Article XLVIII the Lessee shall have the right upon " giving thirty (30) days' notice in writing to the Commis- " sion to terminate the arrangement hereinbefore in this " article provided in respect of temporary rental. In case " of such notice being given the arrangement hereinbefore in " this article provided for in respect of temporary rental " shall on the expiration of such thirty (30) days cease and " the City shall thereafter receive as compensation for the " use of such part or parts of the Railroad and such part " or parts of the said extensions and additional tracks as " shall have been declared completed and ready for opera- 30 COMPENSATION " tion under the provisions of this article either a specified " sum of money or a specified part or proportion of income, " earnings or profits of such part or parts of the Railroad " and such part or parts of the said extensions and addi- " tional tracks or both a sum of money and a part or propor- " tion of the income, earnings or profits of said part or parts " of the Railroad and such part or parts of the said exten- " sions and additional tracks as shall be agreed upon by the " Commission (with the approval of the Board of Estimate) " and the Lessee or if the Commission (with such approval) " and the Lessee are unable to agree thereon within thirty " (30) days after such notice takes effect as hereinbefore " provided such compensation shall be determined by arbi- " tration or by the court. " ARTICLE LIII. The funds provided for in paragraphs Depreciation " 5 and 11 of Article XLIX and the depreciation funds pro- Fund Board " vided for in paragraph 1 of Article LXX shall be in the " charge of and under the control and direction of a Board " to be known as the Depreciation Fund Board and to be " organized and constituted as follows : Before the begin- " ning of operation of any part of the Railroad the Com- " mission and the Lessee shall each name an individual to HOW organized " be a member of such board. Within thirty (30) days " thereafter the Commission and the Lessee shall agree upon " the third member of such board or in the event of their " failure to so agree within such time, the third member " upon the application either of the Commission or of the " Lessee shall be nominated by the Chief Judge of the Court " of Appeals of the State of New York ; or if within fifteen " (15) days after being requested by either the Commission " or the Lessee to make such nomination, the said Chief " Judge shall decline or fail to make a nomination, then the " third member shall be nominated upon the request of either " the Commission or the Lessee and within a period of " fifteen (15) days by any Associate Judge of the said Court " of Appeals in the order of seniority. In the event of a " vacancy in the office of any of the members of the board " the successor shall be chosen in the same manner as above 44 provided in case of the original nomination. Such Depre- Duties " ciation Fund Board shall administer the funds provided " for in the paragraphs of Articles XLIX and LXX re- " ferred to and the members thereof shall receive as com- 31 COMPENSATION Expenses " pensation for their services such amount and shall be ap- ' v pointed for such period as may from time to time be " agreed upon by the Commission and the Lessee and such " amount shall be included as part of the operating expenses " referred to in paragraph 3 of Article XLIX. The Lessee " shall also pay and include as part of such operating ex- " penses the actual and necessary expenses of such Depreci- " ation Fund Board including clerical and office expenses. In case termi- nations involve readjustments Payments when to be made To be made to Comptroller Statement of receipts and disbursements " ARTICLE LVII. In case of the termination of this con- " tract separately as to any of the Lines of the Railroad (or " of Extensions which become part of the Railroad for pur- " poses of rental as provided in Article LXXII) and in case " such terminations do not involve a readjustment of the " rental as provided in Article LXXIX, the deductions from " revenue provided in Article XLIX shall continue to be " made as to the Line or Lines (or as to such Extensions) " and the Additions thereto, remaining after such termina- " tion, but the deductions provided for in paragraphs 7, 8, "9, 10 and 11 of Article XLIX shall then be made upon " the basis of the cost of construction and the cost of equip- " ment remaining after apportioning such cost of construc- " tion and cost of equipment between the several Lines of " the Railroad as provided in Article LXXV." All payments to be made to the City shall be made on or before the 30th days of January, April, July and October in each year during the term of the authorizations or licenses hereby given. Receipts and interest and accruals shall be pro-rated and if necessary adjusted in the payments for the quarter year succeeding the quarter in which they are actually paid. Any other adjustment of payments or deductions that is necessary shall be made (for the whole of the year preceding) as of the end of the fiscal year. The amount payable to the City shall be paid to the Comp- troller at the time specified in the last preceding paragraph and the Subway Company shall, if the compensation to be paid for the Railroads shall be a portion or percentage of income, earn- ings or profits, deliver to the Commission and to the Comptroller at the time of each payment a statement in the form and with details to be prescribed by the Commission showing the receipts and disbursements of the Subway Company for the preceding 32 COMPENSATION quarter. Such statement shall be verified under oath by the officer of the Subway Company having charge of the books and accounts of the Subway Company, or, in case of his absence or inability, then by its President or other chief officer or manager. The Comptroller and the Commission shall have the right to Right of verify any of the said statements by an examination of the Sub- way Company's and any of the sub-contractor's books, records and memoranda and the examination under oath of any of its officers or servants; and the Subway Company hereby covenants that it will require its officers and servants to submit to such examination and produce such books, records and memoranda whenever and wherever they may be required by the Commis- sion or the Comptroller. In case the City shall terminate the Subway Contract as to Prior termina- the Broad way- Fourth Avenue Line, as therein described, in ad- tlon as to part vance of terminating it as to the entire Subway Railroads, or in advance of terminating it as to either the Railroads or the ad- ditional tracks authorized by certificate bearing even date here- with, the rental of the Line or Lines or Extensions of the Sub- way Railroads remaining after such termination and the Rail- roads and such additional tracks shall upon demand of either the Commission or the Subway Company by written notice delivered to the other at least six months in advance of the time, when under the notice provided for, the termination shall take effect, be readjusted. The amount of such rental for the remaining Line or Lines or Extensions of the Subway Railroads and for the Railroads and additional tracks shall be reasonable and if not agreed upon by the Commission, with the approval of the Board of Estimate, and the Subway Company, within three months from the date of the receipt of such notice requiring readjustment, the amount of the rental for the Line or Lines or Readjustment Extensions of the Subway Railroads remaining after such termi- of rental nation takes effect and the rental for the Railroads and said additional tracks shall be determined by arbitration or by the court. If such rental shall not be determined prior to the time when such termination takes effect the rental for the remaining Line or Lines or Extensions of the Subway Railroads and for the Railroads and said additional tracks pending such determi- nation shall be one-half (J^) of the amount remaining after making the deductions provided for in this Article from the revenue of the existing railroads, the remaining Line or Lines or Extensions of the Subway Railroads and the Railroads and said additional tracks. After the determination of the rental such 33 COMPENSATION Compensation when to be readjusted How deter- mined If not agreed upon Then arbi- trated Lien of City In case of failure temporary payments shall be adjusted to conform thereto with interest from the date when such termination takes effect. The amounts to be paid by the Subway Company as afore- said shall be readjusted if and when the Subway Company shall cease to operate the Railroads, the additional tracks and the exist- ing railroads in conjunction with the Subway Railroads and shall thereafter be readjusted at intervals of twenty years. The annual amounts to be paid by the Subway Company for each and every period of twenty years after the period herein provided for shall be determined as follows, to wit: Each such determination shall be had upon the application of either the Subway Company or the Commission. Such application shall be made at any time not earlier than two years and not later than one year before the expiration of each successive period. If the Subway Company and the Commission shall agree upon the compensation to be paid for the ensuing period, their determination shall be ex- pressed in writing, and when approved by the Board of Estimate shall be binding upon both parties. If the Subway Company and the Commission shall not reach an agreement, or if the Board of Estimate shall not approve such agreement, on or before a date one year prior to the expiration of any period as to the compensation to be paid for the ensuing period, then the annual rate of compensation for such succeeding twenty years' period shall be reasonable; and the Commission and the Subway Com- pany shall be bound, upon the request of either, to submit the determination of such rate of compensation to arbitration, or to the Court, as provided in Article XIII hereof. If in any case the annual rate for a succeeding period shall not be fixed prior to the commencement of the said period, the Subway Company shall pay the same rental as for the preceding period until such time as the new rental shall be determined; and upon the de- termination of the new rental the difference between the old and the new rate shall be adjusted and paid between the parties. The City shall have a lien upon the authorizations or licenses hereby granted and upon the plant and structure erected there- under of the Subway Company, to secure the payment of such compensation. In case of any failure to make such payment as herein pre- scribed, the lien aforesaid may be enforced by the Commission by foreclosure or other proper proceeding and by sale of such authorizations or licenses and property. 34 TERMINATION PURSUANT TO NOTICE The Commission may, in its own name or in the name and commission behalf of the City, bring action for specific performance or by *^ ri "*. t or mandamus or injunction or otherwise compel the performance by proceeding the Subway Company of the duties and obligations imposed upon it under the terms of this certificate. And the Commission may, in behalf or in the name of the City, bring any action or proceeding to enforce the said lien of the City, or to enforce any provision of this certificate in the manner provided by Section 9 of the Rapid Transit Act or any other proper action or pro- ceeding. XI The authorizations or licenses hereby given for the Jamaica City may ter- Line and the Liberty Avenue Line are separate grants, and the ^* tllOT ~ City, acting by the Commission or by such other board or boards cense as may be thereunto empowered, may terminate any such authori- zation or license and may purchase and take the plant and prop- erty as hereinbefore defined of such line or lines for which the authorization or license is so terminated at any time after the expiration of ten years from the date when operation of any After ten years part of the line for which the authorization or license is so termi- nated shall actually begin. In case it is determined to so ter- minate any or all of the authorizations or licenses hereby granted as hereinbefore provided, at least one year's notice thereof in Notice writing shall be given to the Subway Company. Such right of termination shall, however, be upon condition Condition of that the City shall pay an amount for said plant and property termination as property excluding any value for the authorization or license hereby granted, to be determined as follows : Upon termination as hereinbefore provided of the authoriza- City shall pay tion or license of either of the Railroads the City shall pay as to the same, as follows: (1) For the plant and property thereof (other than additions for plant and as hereinbefore defined) the percentage of the actual cost of the property plant and property (other than additions) indicated in the follow- ing schedule: 35 TERMINATION PURSUANT TO NOTICE SCHEDULE Price schedule for plant and property If terminated at Percentage to be paid by City 10 years 115 11 " 74/75ths of 115 12 " 73/75ths of 115 13 " 72/75ths of 115 14 " 71/75ths of 115 15 " 70/75ths of 115 16 " 69/75ths of 115 17 " 68/75ths of 115 18 " 67/75ths of 115 19 " 66/75ths of 115 20 " 65/75ths of 115 21 " 64/75ths of 115 22 " 63/75ths of 115 23 " 62/75ths of 115 24 " 61/75ths of 115 25 ' 60/75ths of 115 26 ' 59/75ths of 115 27 ' 58/75ths of 115 28 ' 57/75ths of 115 29 ' 56/75ths of 115 30 ' 55/75ths of 115 31 " 54/75ths of 115 32 " 53/75ths of 115 33 " 52/75ths of 115 34 " 51/75ths of 115 35 " SO/7Sths of 115 36 " 49/75ths of 115 37 " 48/75ths of 115 38 " 47/75ths of 115 39 " 46/75ths of 115 40 ' 45/75ths of 115 41 ' ' 44/75ths of 115 42 ' 43/75ths of 115 43 ' 42/75ths of 115 44 ' 41/75ths of 115 45 ' 40/75ths of 115 46 ' 39/75ths of 115 47 ' 38/75ths of 115 48 ' 37/75ths of 115 49 ' ...36/75ths of 115 50 ' 35/75ths of 115 51 ' 34/75ths of 115 52 ' 33/75ths of 115 53 * 32/75ths of 115 54 ' 31/75ths of 115 55 ' 30/75ths of 115 56 " 29/75ths of 115 57 " 28/75ths of 115 58 " 27/75ths of 115 59 " 26/75ths of 115 60 " 25/75ths of 115 61 " 24/75ths of 115 62 " 23/75ths of 115 63 " ..22/75ths of 115 36 TERMINATION PURSUANT TO NOTICE Tf terminated at Percentage to be paid by City 64 years .21/75ths of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 of 115 65 20/75ths 66 " 19/75ths 67 18/75ths 68 " 17/75ths 69 16/75ths 70 15/75ths 71 . . . 14/75ths 72 " 13/75ths 73 12/75ths 74 ll/75ths 75 . .. 10/75ths 76 9/75ths 77 . . 8/7Sths 78 7/75ths 79 " 6/75ths 80 . 5/75ths 81 4/75ths 82 3/75ths 83 2/75ths 84 l/75th 85 " (2) For additions, as the word additions is hereinbefore de- For additions fined, to the railroads, or to either of the Railroads as to which, the authorization or license is terminated, the percentage of the actual cost of such of said additions as may have been completed or put in operation within less than thirty-nine (39) years, indi- cated in the schedule following according to the age of each item as there indicated : SCHEDULE Upon termination If Percentage to be paid by City J 2 ye ars ' 105429 144 " 3 ( 104320 077 " 4 ! ... 103 158 826 " 5 i . . . . ; 101.942 936 " 6 < 1 101 669 834 7 i 99 336 830 " 8 < 97.411 054 " 9 < 96.479 708 " 10 94.949 548 " 11 < I 93.347 390 " 12 91 669 848 37 Price schedule for additions TERMINATION PURSUANT TO NOTICE Upon termination Percentage to be paid by City If 13 years after provision 89.913 372 "14 " " " 88.074 250 "15 " " " 86.148593 "16 ' " " 84.132 329 "17 ' " " 82.021 194 18 ' " " 79.810 726 19 ' " " 77.496 249 20 " " 75.072 871 21 ' " " 72.535 467 22 ' " " 69.878 672 23 ' " " 67.096 857 24 ' " " 64.184 174 25 ' " " 61.134 429 26 " " " 57.941 187 27 " " " 54.597 695 28 " " " 51.096 884 29 " " " 47.431 351 30 " " " 43.593 345 31 " " " 39.574 805 32 " " " 35.367 074 33 " " " 30.961 415 34 " " " 26.348 458 35 " " " 21.518 450 36 " " " 16.461 179 37 " " " 11.165 951 38 " " " 5.621 569 39 " " " 000 000 Basis of com- putation of schedule Reduction of price The above schedule is computed upon the basis of the invest- ment of the deductions from the revenue for amortization in five percent. (5%) bonds of the Subway Company at one hundred and seven and one-half per centum (107^%) and seven and one- half per centum (7 l /2%) has been added to each outstanding amount to cover premiums that may be payable by the Subway Company as a condition for calling in outstanding bonds. If the amortization funds are invested at a more favorable rate than that above assumed, or if the premiums payable upon outstand- ing bonds are less than seven and one-half per centum (7y 2 %) then the amount to be paid by the City shall be correspondingly reduced. Amount to be deducted (3) From the sum of the percentages so determined there shall be deducted such amount of money as shall be necessary to put such plant and structure in the condition provided for by Article VII of this certificate, to be ascertained in the absence of agreement by arbitration or by the Court as hereinafter pro- vided in Article XIII. TERMINATION PURSUANT TO NOTICE At the option of the City either at the expiration of a full Transfer may be to ne operator term of the grant or at the earlier termination thereof, pursuant to notice as aforesaid, the Subway Company may be required to transfer the title, if any, to and possession of the plant and property directly to a new grantee upon his paying the amount to the Subway Company which the City would have been re- quired to pay as aforesaid. In case the City itself shall take over the plant and property such payment shall be made by a City warrant drawn by the Payment Comptroller, or otherwise, as may then be provided by law. In How made b y case the plant and property shall be taken over directly by a new grantee such payment shall be made by a certified check upon a solvent bank or trust company having its main office in By new New York, drawn by such new grantee, to the order of the Sub- oper; way Company or by lawful money of the United States of America. If the amounts to be paid to the Subway Company at the if amounts not expiration of a full term of a grant or upon any such termination pai< shall not have been finally determined or paid prior to or at the time when a full term is according to this certificate to end or the termination is under the said notice given to take effect, the title, if any, to and right of possession of the plant and property of the lines of the Railroads shall nevertheless pass to the City or to a new grantee, free and clear of all liens or other incum- brances, and the City or such new grantee shall pay to the Sub- way Company the amount so determined with interest from the date of taking possession, provided, however, that the possession of such plant and property shall not pass to the City or to such new grantee in advance of payment as aforesaid unless the City or such new grantee shall give to the Subway Company a satis- Bond to be factory bond or bonds in an amount at least equal to the differ- given ence between the actual cost of the plant and property and the amount thereof that should be amortized as indicated in the schedules contained herein, and in addition an amount sufficient adequately to protect the Subway Company, which latter amount, if not agreed upon by the Commission and the Subway Company, shall be determined by arbitration or by the court. Upon the expiration of a full term of the grant, or a termina- Lessee to exe- tion by notice as aforesaid, the Subway Company shall execute e and deliver such instruments as may be either necessary or con- venient to assure and perfect the title and the possession of the City or such new grantee in and to the plant and property free and clear of all liens and incumbrances as aforesaid. 39 UPON EXPIRATION By whom exercised When pay- ments shall cease Valuation of plant, etc. The privilege of termination herein reserved by the City may be exercised on its behalf by the Commission, with the approval of the Board of Estimate, or by such other authority represent- ing the City as is now or may hereafter be vested with the neces : sary power. Upon the exercise of such privilege, the plant and property shall forthwith vest in the City or the new grantee free from all leases, mortgages or other encumbrances whatsoever; and all right, title and interest of the Subway Company therein, shall at once cease and terminate. In case the City shall terminate an authorization or license or a portion thereof under the privileges herein reserved all pay- ments by way of compensation or otherwise required to be made by the Subway Company, applicable thereto, except for damages for failure to perform any covenants herein required to be per- formed by the Subway Company, shall cease upon the date of such termination, and upon payment in full of all compensation up to the date of such termination, the Subway Company shall be relieved from any further payment of compensation in respect to such line or portion thereof except as aforesaid. It is the intention of the parties that the amount to be paid for plant and property to be ascertained as hereinbefore pro- vided shall be the measure of any payment the City may be called upon to make therefor, but in pursuance of the provisions of Subdivision 1 of Section 34 of the Rapid Transit Act, as it now exists, it is further provided that if at any time in ascer- taining the amount to be paid by the City as a condition of a termination of any authorization or license or portion thereof as herein provided or at the expiration of a full term, it shall be necessary that a valuation of any plant, property, equipment, construction or any investment in any part thereof shall be de- termined, such valuation shall in default of agreement be de- termined by arbitration or by the court. Upon expira- tion all rights hereunder to XII Upon the expiration of a full term of any authorization or license fixed therein, the authorization or license shall end and upon such termination thereof all the rights of property of the Subway Company in the streets, avenues, parkways, highways and public places shall cease and terminate without compensa- tion, and further, upon such expiration, the plant and property, together with the appurtenances thereto of the Subway Company constructed pursuant to this certificate, except additions as here- 40 UPON EXPIRATION inbefore defined, shall become the property of the City without Railroads be- further or other compensation to the Subway Company, and ad- omty 1 ditions as hereinbefore defined shall be and become the property of the City on its paying to the Subway Company for such of said Cit v to pay f r , .. . J \ J ^ . .... certain addi- additions as may have been completed or put in operation within tions less than thirty-nine (39) years the percentage of the actual cost of said additions indicated in the schedule following according to the age of each item as there indicated. Such schedule is as follows: SCHEDULE Upon expiration Percentage to be paid by City Price schedule for additions If on provision i 100. " 1 year after provision ' 99.058 950 2 years " " 98.073 622 3 " ' " 97.041 932 4 " ' " 95.961 699 5 " ' " 94.830 638 6 " ' " ; 93.646 357 7 " ' " 92.406 354 8 " ' " 91.108 005 9 " ' " 89.748 565 10 " 88.325 161 11 " ' " 86.834 782 12 " ' " 85.274 277 V 13 " 83.640 346 * 14 " ' " 81.929535 "15 " " .' 80.138 226 "16 " 78.262 631 "17 " 76.298 785 "18 " " 74.242 535 '19 " 72.089 534 20 " 69.835 229 21 " 67.474 853 22 " 65.003 416 23 " 62.415 681 24 " 59.706 208 25 li 56.869 237 26 " 53.898 779 27 50.788 554 28 47.531 985 29 44.122 187 30 40.551 949 31 36.813 772 32 32.899 604 28.801 316 34 24.510 193 20.017 163 36 15.312 724 10.386 931 38 5.229 367 39 000 000 ARBITRATION Basis of com- putation of above schedule Reduction of price Amount to be deducted The above schedule is computed upon the basis of the invest- ment of the deductions from the revenue for amortization in five per cent. (5%) bonds of the Subway Company at one hun- dred and seven and one-half per centum (107*/2%). If the amortization funds are invested at a more favorable rate than that above assumed, then the amount to be paid by the City shall be correspondingly reduced. From the percentage so determined there shall be deducted such amount of money as shall be- necessary to put such plant and property in the condition provided for by Article VII of this certificate, to be ascertained in the absence of agreement by arbitration or by the court as provided in Article XIII. Method of con- ducting arbi- tration Appointment of arbitrators Selection of third arbitrator by agreement XIII In case it shall be necessary to submit to arbitration any ques- tion arising under any provision of this certificate in respect of which it is therein provided an arbitration may be had, such arbitration shall be conducted as follows : Either the City, acting by the Commission, or the Subway Company may give written notice to the other that it requires the matter arising hereunder to be- submitted to arbitration, and shall at the same time name an arbitrator, and accompany the notice by a written acceptance by the arbitrator of the nomination. Within thirty (30) days after the receipt of such notice, the party receiving the same shall name an arbitrator, and give written notice of such nomi- nation to the other party, the notice to be accompanied by a writ- ten acceptance by the arbitrator of the nomination. If the party to whom notice of arbitration is given shall not so nominate an arbitrator, who shall so accept, then the arbitrator named by the party giving the first notice shall be the sole arbitrator. Any vacancy in the office of an arbitrator so nominated shall be filled by the party which shall have nominated the last incumbent thereof, and within thirty (30) days after receiving from the other party written notice of the vacancy, during which thirty (30) days the running of other periods of time prescribed for or in course of the arbitration shall be suspended. If not so filled, or if written notice of the nomination be not given within such thirty (30) days, the remaining arbitrator shall be the sole arbitrator. The Commission and the Subway Company shall thereupon select a third arbitrator; but if they fail to agree upon such third arbitrator within thirty (30) days after the date of the nomination of the second arbitrator nominated, the third arbi- ARBITRATION trator shall be nominated by the Chief Judge of the Court of By Chief judge Appeals of the State of New York; or if within fifteen (15) days after being requested by the Commission or the Subway Company to make such nomination, the said Chief Judge shall decline or fail to make a nomination, then an arbitrator shall be named upon the request of the Commission or the Subway Company and within a period of fifteen (15) days by any Associate Judge fi y Associate -J /- > 1 i j / * TM_ if- Judge of the of said Court of Appeals in the order of seniority. The arbi- Court of trators shall hear the parties and their counsel or any statements Appeals or evidence which the parties or either of them desire to submit, and may resort to any other sources of information in reference to the question submitted for determination. Within thirty (30) days after the nomination of the third arbitrator, unless such time shall be extended for good cause by written order of the Time for arbitrators or of a majority of them, the arbitrators shall make d their determination in writing in duplicate, one to be delivered to the Commission and the other to the Subway Company. In case in case of any vacancy shall at any time occur by reason of the death, vacanc y resignation or inability to serve of any arbitrator, his successor shall be nominated in the same manner as above provided for the original nomination of such arbitrator. Any determination Majority by a majority of the arbitrators shall be final and conclusive. decides Every such arbitrator shall be deemed to be employed by both the City and the Subway Company. The fees and expenses of Fe es and the arbitrators (including necessary expenses for stenographic and clerical services) and the expenses of the parties shall be assessed as the arbitrators consider equitable and as they direct in their award, but such assessments so made shall not be charged to actual cost of equipment, actual cost of plant and structure or to operating expenses. Every such arbitrator shall, before proceeding to consider the matter, be sworn as nearly as may be in the same manner as the referees in actions at law are required to be sworn. Provided, however, that if in any case, or for any in case arbitra- reason an arbitration cannot validly be had as aforesaid, then cannot be the City or the Subway Company, if in no way responsible for the failure of the arbitration, may bring such action or suit or proceeding as either of them may be advised for the purpose of determining any of the matters for which an arbitration is herein provided. XIV The authorizations or licenses hereby granted may be enjoyed as well by the Subway Company itself, as by any lessee, grantee, 43 CONVEYANCE OR ASSIGNMENT Conveyance, assignment.etc. Approval by Commission Consolidation or merger Approval by Commission Effect of change in ownership assignee, transferee or successor thereof ; and the Subway Com- pany shall have the right to grant, convey, assign, transfer or mortgage the authorizations or licenses hereby granted, provided, however, that every grantee, assignee, or transferee thereof, not including, however, a mortgagee or mere lienor, but including any purchaser upon foreclosure of, or under or by virtue of any provision of any mortgage or lien, shall be a corporation subject to the laws of the State of New York, and shall upon accepting the grant, transfer, lease or assignment and before such grant, transfer, lease or assignment shall be valid, assume and agree to perform all of the obligations which by the provisions hereof are assumed by the Subway Company, and no such grant, conveyance, transfer, lease or assignment and no mortgage hereafter made covering the authorizations or licenses hereby granted shall re- lieve the Subway Company of its obligations hereunder or be valid unless the same shall have been approved by the Com- mission. And provided further that, in case the Subway Company or any successor or future owner of any of the authorizations or licenses shall be consolidated with or merged into any other corporation the obligations of the Subway Company or such suc- cessor or future owner hereunder shall remain unaffected and the authorizations or licenses shall pass to such new corporation only if the agreement or act of consolidation or merger (which shall not be valid or of any force or effect unless the same shall have been approved by the Commission) shall effectually provide that the new consolidated or merging corporation shall assume all such obligations, or if such act or agreement shall not so pro- vide, then if and when such new consolidated or merging cor- poration shall in writing expressly assume such obligations it being the express intention of this instrument that no change in the incorporation of the Subway Company or of any such suc- cessor or future owner or in the ownership or control of the authorizations or licenses hereby granted, or of any of them shall diminish or affect the obligations of the holder of the same. Award to Sub- way Company XV The Commission in view of this certificate and in conjunc- tion therewith has awarded or may award, subject to the ap- proval of the Board of Estimate, to the Subway Company (1) A certificate authorizing additional tracks on the Broadway Line, Fulton Street Line and Myrtle Avenue Line 44 SUBWAY CONTRACT mainly in the Borough of Brooklyn, and wholly in the City of New York, and (2) A contract under or in pursuance of which a rapid transit railroad may be in part constructed, and may be maintained and operated upon lines known respectively as the Broadway-Fourth Avenue Line, Fourteenth Street-East- ern Line and Culver Line as in the said subway contract described. It is now agreed therefore, that if said certificate or contract shall not take effect or if the said Subway Company shall be released from such certificate, then this certificate hereby granted shall become null and void and all rights given hereby to the Subway Company shall cease and determine. 45 TESTIMONIUM IN WITNESS WHEREOF, this certificate has been prepared by the Public Service Commission for the First District, and is now attested by its seal and by the signature of its chairman, who is its presiding officer, and by the signature of its secretary this 19th day of March, 1913. PUBLIC SERVICE COMMISSION FOR THE FIRST DISTRICT By EDWARD E. McCALL Chairman Attest: TRAVIS H. WHITNEY Secretary [Seal of Commission] 46 ACKNOWLEDGMENT STATE OF NEW YORK,) County of New York,j On this 19th day of March, 1913, in the City of New York, in said county before me personally appeared Edward E. Mc- Call and Travis H. Whitney, each to me known and known to me to be the said Edward E. McCall, the Chairman, and the said Travis H. Whitney, the Secretary of the Public Service Com- mission for the First District, and the said Edward E. McCall and Travis H. Whitney, being by me duly sworn, did depose and say, each for himself and not one for the other, the said Edward E. McCall, that he resides in the Borough of Manhat- tan, in the said City; that he is the Chairman of the said Com- mission, and that he subscribed his name to the foregoing certifi- cate by virtue of the authority thereof; and the said Travis H. Whitney, that he resides in the Borough of Brooklyn, in the said City; that he is the Secretary of the said Commission, and that he subscribed his name thereto by like authority ; and both the said Edward E. McCall and Travis H. Whitney that they know the seal of the said Commission and that the same was affixed to the foregoing certificate by the authority of the said Commission and of a resolution duly adopted by the same. [Notarial HOWARD A. BUTLER Public No. New York County Seal] Notary Public No. 186 47 ACCEPTANCE The New York Municipal Railway Corporation hereby ac- cepts the foregoing certificate and all the terms, conditions and requirements thereof. Dated, New York, March 19, 1913 NEW YORK MUNICIPAL RAILWAY CORPORATION By T. S. WILLIAMS President Attest : HARRY A. BULLOCK Secretary [Seal of Corporation] Approved as to form ANDREW M. WILLIAMS GEORGE D. YEOMANS 48 ACKNOWLEDGMENT STATE OF NEW YORK, County of New York/ On this 19th day of March, 1913, in the City of New York, in said county, before me personally appeared Timothy S. Williams and Harry A. Bullock, to me known and known to me respec- tively to be the said Timothy S. Williams, the President, and the said Harry A. Bullock, the Secretary, of New York Municipal Railway Corporation, and being by me duly sworn they did de- pose and say, each for himself and not one for the other, the said Timothy S. Williams that he resides at Huntington, in the State of New York, and is the President of the New York Municipal Railway Corporation, the corporation named in and which executed the foregoing acceptance, and that he subscribed his name to the foregoing acceptance by the authority of the Board of Directors thereof ; and the said Harry A. Bullock, that he resides in the Borough of Brooklyn, New York City, in the State of New York; that he is Secretary of the said New York Municipal Railway Corporation and subscribed his name to the foregoing acceptance by like authority; and both the said Timo- thy S. Williams and the said Harry A. Bullock, that they know the seal of the said New York Municipal Railway Corporation; that the seal affixed to such acceptance is such seal, and that the same was affixed to the foregoing acceptance by authority of the Board of Directors of the said New York Municipal Railway Corporation and pursuant to a resolution adopted by the said Board. [Notarial HOWARD A. BUTLER Notary Public No. 186 New York County 49 INDEX Subdi- Art. vision Page ACCOUNTS: Books, etc., shall be kept VIII .... 13 Commission may establish system of VIII .... 14 Alterations in methods of keeping VIII .... 14 Actual cost of plant and property, how determined IX .... 16 ACTUAL COST: Of plant and property, defined IX .... 16 Of plant and structure, defined IX .... 19 Of equipment, defined IX .... 17 Determination of, by Engineer, etc IX .... 21 ADDITIONAL TRACKS: Defined VI .... 11 Readjustment of rental as to X .... 33 ADDITIONS: Defined IX .... 17 Determination of dates when put into operation IX .... 22 Price Schedule for payments for, upon termination on notice XI .... 37 How to become property of City, on expiration of term XII .... 41 Price Schedule of payments for, upon expiration XII .... 41 ADVERTISING: Use of Railroads or Stations for VII 12 ARBITRATION: Of expenditures VIII 15 Of actual cost IX .... 21 Of readjustment of rentals i X .... 33 Of readjustment of compensation X .... 34 Of valuation XI .... 40 Manner of conducting, under this certificate XIII .... 42 BOARD OF ESTIMATE: Defined... 2 Approval by, of readjustment of rental X .... 33 Approval by, of readjustment of compensation X .... 34 BOOKS: Subway Company shall keep VIII 13 BRIGHTON BEACH LINE: Described, as an Existing Railroad 3 BROADWAY LINE: Described, as an Existing Railroad CANARSIE LINE: Described, as an Existing Railroad 3 11 INDEX Subdi- Art. vision Page CITY OF NEW YORK: Defined : .... 1 Dates when authorizations may be terminated by 5 Termination of authorizations by, pursuant to notice XI .... 35 Right of inspection of Railroads IV .... 10 Liability of Subway Company to, for damages V .... 11 Payments of compensation to, when and how made X .... 32 Termination of Subway Contract as to Broadway-Fourth Avenue Line by X .... 33 Readjustment of rental and compensation X .... 33-34 Lien upon authorizations, plant, etc X .... 34 COLUMNS: Location of IV 9 COMMISSION: Denned 1 Execution of certificate by I .... 6 Power to extend time for beginning construction and opera- tion Ill 8 Power to permit deviations from plans IV .... 9 Approval of necessary sidings IV .... 9 Approval of grade crossings IV .... 9 Plans and drawings to be submitted to IV .... 8 Power to prescribe as to opening of streets, erection of tem- porary structures, etc IV .... 10 Right of inspection of Railroads IV .... 10 Supervision and inspection of all operations of Subway Com- pany VIII ..... 13 All contracts for construction or equipment to be submitted to VIII 13 Power to establish system of accounts VIII .... 14 May object to expenditures. VIII .... 15 Thorough inspection by, contemplated VIII .... 16 Determination of actual cost of plant, structure, etc IX .... 19-22 Power to examine books, etc., of Subway Company Readjustment of compensation paid by Subway Company. . X .... 34 Methods of compelling performance of agreement by Subway Company X .... 35 Power to terminate authorizations, upon notice , . XI .... 35 Approval of mortgage, etc., of authorizations XIV .... 44 Proceedings in case of merger or consolidation XIV .... 44 COMMISSIONERS: Appointed by Appellate Division, determination of, in lieu of consent of property-owners II 7 COMPENSATION: To City, as affected by expenditures VIII 12 When not a percentage or portion of income, earnings or profits VIII .... 16 Payment to Comptroller X .... 22 When to be readjusted X .... 34 Readjustment of, how determined X .... 34 Lien of City, to secure payment of X .... 34 COMPTROLLER: Defined 2 Payments to, by Subway Company Time and method of payments to Power to examine books, etc., of Subway Company X .... 33 CONSENTS: Of property-owners, to be obtained by Subway Company.. . II .... G INDEX III Subdi- Art. vision Page CONSTRUCTION: Of Railroads, when to begin 7 Suspension of, as to third tracks Liability of Subway Company for damages from, of Railroad V .... 11 Books of Subway Company to show cost of VIII 13 Contracts for, to be submitted to Commission VIII .... 13 CONTRACTS: Subway, defined For construction or equipment, to be submitted to Com- mission VIII .... 13 Certain, not to extend more than five years VIII 14 COST OF PLANT AND PROPERTY: Actual, books shall be kept showing VIII .... 13 Actual, how determined IX .... 16 DAMAGES: Liability of Subway Comapny for V .... 11 DEBT DISCOUNT AND EXPENSE: Denned IX .... 17 As an element in actual cost of equipment IX 3 18 As an element in actual cost of plant and structure IX 3 19 DEFINITIONS: Of Actual cost of equipment IX .... 17 Actual cost of plant and property IX ... 1G Actual cost of plant and structure IX .... 19 Addition IX .... 17 Additional Tracks * VI 11 Board of Estimate " 2 Broadway Line ~>. 2 Brighton Beach Line 3 Canarsie Line 3 City 1 Commission 1 Comptroller Debt Discount and Expense IX .... 17 Engineer Equipment IX .... 17 Existing Railroads 2 Fifth Avenue Line 3 Fulton Street Line 2 Interest IX 6 18 Jamaica Line 4 Lexington Avenue Line 2 Liberty Avenue Line .... .... 4 Myrtle Avenue Line 2 New York 1 Plant and Property IX .... 16 Plant and Structure IX 17 Railroads 1 Rapid Transit Act 1 Sea Beach Line 3 Subway Company 1 Subway Contract 3 Subway Railroads *. . . . 3 Superintendence IX 5 18 Taxes IX 4 18 DETERMINATION: Of actual cost IX 16 Of commissioners appointed by Appellate Division as to necessity for route II .... 7 IV INDEX Subdi- Art. vision Page ENGINEER: Defined 2 Inspection by, contemplated. ./: VIII 16 Determination as to actual cost IX .... 20 EQUIPMENT: Contracts for, to be submitted to Commission VIII .... 13 Defined IX 17 Actual cost of, defined IX 17 Determination of actual cost of IX .... 20 EXPENDITURES: Commission may object to VIII .... 15 Arbitration of, in case of objections VIII .... 15 Not a part of actual cost unless plans are approved, etc IX .... 22 EXPIRATION: Of authorizations, proceedings upon XII .... 40 EXTENSIONS: Readjustment of rental of, upon termination as to some lines X .... 33 FARES: Rate of VI .... 11 FULTON STREET LINE: Described, as an Existing Railroad 2 GIRDERS: Location of *. IV .... 9 GRADE CROSSINGS: Approval of Commission required IV .... 9 INCOME, EARNINGS AND PROFITS: Payment of Compensation to Comptroller out of X .... 22 INSPECTION: Right of, by Commission and City IV .... 10 Supervision and, by City and Commission VIII .... 13 Thorough, contemplated VIII 16 INTEREST: As an element in actual cost of equipment 6 18 As an element in actual cost of plant and structure IX 6 20 JAMAICA LINE: As the " Railroads " 1 Three-track railroad authorized a 4 Route described a 4 Termination of authorizations as to, upon notice XI .... 35 LABOR AND MATERIALS: As an element in actual cost of equipment IX 1 17 As an element in actual cost of plant and structure IX 1 19 LEXINGTON AVENUE LINE: Described, as an Existing Railroad r , . . . LIBERTY AVENUE LINE: As the "Railroads" Three-track railroad authorized b 4 Route described b Termination of authorizations as to, upon notice XI .... 35 INDEX V Subdi- Art. vision Page LIEN: Of City, upon authorizations, plant, structure, etc 34 MAINTENANCE: Of the Railroads VII .... 12 MERGER: Proceedings, in case of XIV .... 44 MYRTLE AVENUE LINE: Described, as an Existing Railroad NEWSPAPERS: Sale of, in Railroads and Stations VII .... 12 NEW YORK MUNICIPAL RAILWAY CORPORATION: Defined as "Subway Company" 1 NOTICE: Of objection to determination of actual cost IX .... 21 Of arbitration of determination of actual cost IX .... 21 Of readjustment of rentals X .... 33 Of termination of authorizations XI .... 35 Of proceedings pursuant to arbitration XIII .... 42 OPERATION: Authorization of .... 1-2 4 Date of beginning, how evidenced 5 Of Railroads, when to begin Ill .... 7 Liability of Subway Company for damages from, of Railroads V .... 11 Shall be skilful and according to highest standards VII .... 11 Contracts for, to be submitted to Commission VIII .... 13 PAYMENTS: Under contracts for construction or equipment VIII .... 14 To Comptroller, of compensation X .... 22 To Comptroller, how made X .... 32 By City, upon termination on notice XI ... 35 For plant and property, price schedule of, on termination up9n notice XI .... 36 For additions, price schedule of, on termination upon notice XI .... 37 PERMITS: For opening of streets, etc IV .... 10 PLANS AND DRAWINGS: Designated IV 10 Location of columns and girders IV .... 9 To be submitted to Commission IV .... 8 Expenditures not included in actual cost unless plans are approved IX .... 22 PLANT AND PROPERTY: Denned IX 16 Obligation for maintenance of VII 12 Books shall be kept showing actual cost of VIII .... 13 Actual cost of, how determined IX .... 16 Payments for, upon termination XI .... 35 Price Schedule for payments for XI 36 Determination of payments for XI 40 To become property of City, on expiration of term XII .... 40 VI INDEX Subdi- Art. vision Page PLANT AND STRUCTURE: Defined IX .... 17 Actual cost of, defined IX 19 Determination of actual cost of IX 20 Lien of City on X 34 POWER: Electricity or compressed air to be used VII .... 12 PROPERTY-OWNERS: Consents of, to be obtained by Subway Company II .... 6 RAILROADS: Defined i Existing, defined 2 Subway, defined .... .... 3 Three-track, over Jamaica Line, authorized 4 Three-track over Liberty Avenue Line, authorized 4 Consent of property-owners to construction of II 6 When construction of, shall begin Ill .... 7 Plans and profiles of IV .... 8 To follow the general designs of the Van Cortlandt Park Extension IV .... 9 Sidings IV 9 Grade Crossings IV .... 9 Location of columns . . IV .... 9 Plans and drawings to be submitted to Commission IV .... 8 Damages to property from construction or operation of V .... 11 Rate of fare on VI .... 11 Power to be used VII .... 12 Passengers and property may be transported VII .... 12 Shall not be used for advertising purposes or for any trade or occupation VII .... 12 Books shall show cost of VIII 13 Actual cost of plant and property of, how determined IX .... 16 Payment of compensation to Comptroller X .... 22 To become property of City on expiration of term XII .... 40 RAPID TRANSIT ACT: Defined 1 Of provision in respect to advertising, etc., if amended VII .... 12 Proceeding by City under Section 9 of X .... 35 Valuation under Subdivision 1 of Section 34 XI .... 40 REAL ESTATE: Subway Company authorized to acquire 5 Subway Company shall acquire V .... 11 As an element in actual cost of equipment IX 2 18 As an element in actual cost of plant and structure IX 2 19 RENTAL: Payment of, as compensation X 22 Adjustment of, in event Subway Contract is terminated as to some Lines. X .... 33 REPLACEMENTS: As an element in actual cost of equipment As an element in actual cost of plant and structure IX 6 20 ROUTE: Of Broadway Line, described Fulton Street Line, described Myrtle Avenue Line, described Lexington Avenue Line, described INDEX VII Suhdi- Art. vision Page ROUTE Continued: Of Fifth Avenue Line, described Brighton Beach Line, described ^, . 3 Canarsie Line, described 3 Sea Beach Line, described 3 Jamaica Line, described 4 Liberty Avenue Line, described 4 SEA BEACH LINE: Described, as an Existing Railroad 3 SIDINGS: Maximum length of, prescribed ., TV .... 9 STATIONS: Use of, for advertising purposes or for trades or occupations VII .... 12 Sale of newspapers in VII .... 12 STREETS: Authorizations to Subway Company to open IV 10 SUBWAY COMPANY: Defined 1 Authorized to construct, maintain and operate railroads. ... ..... 1--2 4-5 Authorized to acquire real estate .... 3 5 Authorized to transport persons and property .... 4 5 Authorized to construct and maintain wire.?, cables, etc .... 5 5 Authorizations to be for a period of 85 years subject to earlier termination / 5 Acceptance of certificate by I .... 6 Permits for opening streets. IV .... 10 To acquire necessary real estate, etc V .... 11 Liability for damages V .... 11 Care of surface and subsurface structures V .... 11 Rate of fare chargeable by VI 11 Duty of, as to maintenance of plant and property VII .... 12 May transport passengers and property VII .... 12 Supervision and inspection of all operations of, by City and Commission VIII .... 13 Shall keep proper books VIII .... 13 Duty to afford facilities for inspection VIII .... 16 Determination of actual cost of plant, structure, etc IX .... 20 Payment of compensation to Comptroller X .... 22 Readjustment of compensation paid by, when and how determined X .... 34 Termination of authorizations, upon notice XI .... 35 Right of to mortgage, etc., the authorizations granted by this certificate XIV .... 44 Proceedings in case of merger or consolidation XIV 44 SUBWAY CONTRACT: Denned 3 Provisions of, as to rate of fare VI 11 Provisions of, as to compensation X .... 22 Termination of, by City, as to Broadway-Fourth Avenue Line X .... 33 SUBWAY RAILROADS: Defined 3 Rate of fare of Subway Company during joint operation with the VI .... 11 Termination of Subway Contract as to some of X .... 33 VIII INDEX Subdi- Art. vision Page SUPERINTENDENCE : As an element in actual cost of equipment IX 5 18 As an element in actual cost of plant and structure IX 5 20 SUPERVISION: By City, of all operations of Subway Company VIII .... 13 TAXES: As an element in actual cost of equipment IX 4 18 As an element in actual cost of plant and structure IX 4 19 TERMINATION: Authorizations to be for a period of 85 years unless sooner terminated 5 Of Subway Contract as to Broadway-Fourth Avenue Line X .... 33 Of authorizations, upon notice XI .... 35 Payment by City upon XI .... 35 Right of, upon notice, by whom exercised XI .... 40 Upon expiration of full term of authorizations XII .... 40 TIME: Period of authorizations 5 For acceptance of certificate by Subway Company I .... 6 For obtaining consents of property-owners II .... 6 For beginning construction and operation of Railroads Ill .... 7 Power of Commission to extend, for beginning of construc- tion and operation Ill .... 8 Extension of, to determine actual cost IX .... 21 Of payments to City X 32 TRACKS: When construction shall be begun Ill .... 7 Third, suspension of construction of Ill .... Power of Commission as to location of IV 9 Additional, defined VI .... il RETURN TO 3 Harmer E. Davis Transportation Library Institute of Transportation Studies 41 2 Mclaughlin Hall ALL BOOKS MAY BE RECALLED. Overdues are subject to replacement charges. Renewals may be made by phone: (510)642-3604 SUE AS STAMPED BELOW DEC 1$33M . ^ J V 1 |ft p '&&T"Y >?gs U N i % 8siTr of *iiFo iiA UNIVERSITY OF CALIFORNIA, BERKELEY FORM NO. INST. TRANSP 50M 1 1 /79 BERKELEY, CA 94720