THE CITY OF NEW YORK,
BY ITS RAPID TRANSIT BOARD,
WITH
JOHN B. MCDONALD, CONTRACTOR,
AND
INTEPvBOROUGH RAPID TRANSIT COMPANY
AGREEMENT
MODIFYING CONTRACT FOR CONSTRUCTION AND
OPERATION OF RAPID TRANSIT
RAILROAD.
ADDITIONAL TRACKS NEAR 96 STREET.
DATED JUNE 27, 19O7.
made this 27th day of June, in the
year Nineteen hundred and seven, between THE
CITY or NEW YORK (hereinafter called the "City"),
acting by the Board of Rapid Transit Railroad
Commissioners for the City of New York (herein-
after called "the Board"), party of the first part,
and JOHN B. MCDONALD, of the City of New York
(hereinafter called "the Contractor"), party of
the second part, and INTEEBOBOUGH RAPID TRAN-
SIT COMPANY, a corporation organized and exist-
ing under the laws of the State of New York (here-
inafter called " Interborough Company"), party
of the third part, WITNESSETH :
WHEREAS, heretofore and on or about the 21st
day of February, 1900, the City, acting by the
Board, entered into a contract with the Contractor
for the construction and operation of a Rapid
Transit Railroad in the City of New York and
otherwise, as therein mentioned, the said contract
for construction and operation being hereinafter
styled "the Contract," which contract has been
JVI258291
T
2
from time to time modified by certain other agree-
ments between the said parties ; and
WHEREAS, the Contractor has deposited with
the Comptroller of the City certain security for
the performance of the Contract on his part, and
has given certain bonds as further security for
such performance and upon such bonds there are
now sureties as follows: Rapid Transit Subway
Construction Company, The United States Fidel-
ity & Guaranty Company, The Empire State
Surety Company, American Surety Company of
New York, National Surety Company and Fidelity
and Deposit Company of Maryland ; and
WHEREAS, by written instruments bearing date
the tenth day of July, 1902, the Contractor, with
the written consent of the Board, concurred in by
six members thereof, duly assigned the right and
obligation to maintain and operate the said Rapid
Transit Railroad for the term of years specified
in the Contract and all rights included in the
leasing provisions of the Contract, together with
/f.
3
the obligation to provide equipment for the said
railroad unto Interborough Company, which Com-
pany also guaranteed the performance by the
Contractor of the provisions of so much of the
Contract as was not so assigned to it; and
WHEREAS, it is provided in the Contract that the
said Board of Rapid Transit Railroad Commis-
sioners shall have the right to require additional
work to be done or additional materials to be fur-
nished or both, within the general purview of a
rapid transit railroad as therein described, the
reasonable value of which shall be additionally
paid to the Contractor ; and
WHEREAS, The Contractor and the Interborough
Rapid Transit Company desire, and the Board
approves, a modification of the Routes and Gene-
ral Plan for the Rapid Transit Railroad referred
to in the said Contract for Construction and
Operation as set forth in certain resolutions
adopted by the Board this day, a copy of which
is hereto annexed, in order to provide for an addi-
tion to the said Routes and General Plan, as in said
resolutions and herein described,
Now, THEREFORE, in consideration of the prem-
ises, but subject to the consents hereinafter pro-
vided, IT is AGREED that the said Contract for Con-
struction and Operation and the Routes and Gen-
eral Plan therein contained be, and the same are
hereby modified by adding to the said Routes and
General Plan the words following, to wit:
And also an additional track extending along
the easterly side of Broadway from a point near
the center line of 96th Street to a point about
seventy-five (75) feet north of the northerly line
of 102nd Street. The said easterly additional
track is more particularly described as follows :
A track, the center line of which shall begin
at or near a point where the center line of 96th
Street intersects the center line of the easterly
track as originally constructed upon this route;
thence diverging from the said easterly track
originally constructed, and running northeasterly
and northerly and generally parallel with the east-
erly line of Broadway, and distant therefrom not
less than twenty-four (24) feet and nine (9)
inches, and so continuing to a point near the south-
erly line of 102nd Street; and thence curving
northwesterly, and again uniting with the said
easterly track of the railroad as originally con-
structed upon this route, at a point about seventy-
five (75) feet north of the northerly line of 102nd
Street.
Also two additional tracks extending along the
westerly side of Broadway, from a point near the
center line of 96th Street northerly to a point
near the center line of 101st Street. The said two
tracks are more particularly described as follows :
FIKST. A track, the center line of which shall
begin at or near the point where the center line of
96th Street intersects the center line of the west-
erly track as originally constructed upon this
route; thence diverging from the said westerly
track originally constructed, and running north-
westerly and northerly and generally parallel with
the westerly line of Broadway, and distant there-
from not less than twenty-four (24) feet and nine
(9) inches, to a point about fifty (50) feet south of
the southerly line of 100th Street ; and thence curv-
ing northeasterly, and again uniting with the said
westerly track as originally constructed upon this
route, at a point near the intersection of the center
line of the said westerly track with the center line
of 101st Street.
SECOND. A track, the center line of which shall
diverge from the center line of the additional track
last above described, at a point about twenty (20)
feet south of the northerly line of 96th Street ; and
thence running northerly and parallel, or nearly
so, with the westerly line of Broadway, and dis-
tant about forty (40) feet therefrom, to a point
about fifty (50) feet north of the northerly line of
100th Street; and thence curving northeasterly
and continuing to a point near the intersection of
the center line of 101st Street with the center line
of the lower westerly track originally constructed
upon this route, and known as the south-bound
Lenox Avenue track.
And also spurs or connections to unite the said
three additional tracks or any one or more of them
with any of the other tracks constructed upon this
route.
The additional tracks, spurs and connections
herein provided for, shall be built (except where
the same curve to unite with or diverge from any
of the four tracks first constructed upon this
route) between the walls of the railroad or sub-
way, and the easterly and westerly sides of Broad-
way respectively.
The additional track on the easterly side shall
descend from a point at or near the center line of
97th Street at a grade of about one per cent, to a
point about forty (40) feet north of the center
line of 99th Street, and then level to a point which
is about thirty-five (35) feet below the surface
of Broadway and near the southerly line of 100th
Street, at which point a spur or connection shall
diverge to connect with other tracks. Said east-
erly additional track as above described shall from
said lowest point ascend to about the center line
of 102nd Street, and shall continue thence on the
same grade as the easterly line originally con-
structed upon this route, which is known as the
north-bound Broadway track.
The first of the two additional westerly tracks
shall be constructed upon the same grade as the
westerly track first constructed upon this route,
which is known as the soujth-bound Broadway
track.
The second of the said two additional westerly
tracks shall continue on the same grades as the
first of the said additional westerly tracks from
the point of beginning as above described, to a
point near the intersection of the center line of
98th Street; from thence it shall descend to a point
about the northerly line of 100th Street, at which
it will be on the same grade as the two center
tracks first constructed upon this route, known
as the Lenox Avenue tracks; and from thence it
shall continue on the same grades as the said two
Lenox Avenue tracks.
AND IT is HEREBY FURTHER AGREED that the said
contract be and the same shall hereafter be deemed
to be so modified as that the portion of the rapid
transit railroad added by the modification afore-
said of the Routes and General Plan shall in all
respects, except as herein otherwise expressly pro-
vided, be deemed to be part of the rapid transit
railroad originally described in the said contract
hereby modified.
AND IT IS HEREBY FURTHER AGREED that the TCa-
sonable value of constructing that portion of the
rapid transit railroad upon the said additional
tracks, including all of the said connections,
switches, and appurtenances of such addition to
the said rapid transit railroad shall be deemed a
part of the cost of constructing said rapid transit
railroad, and shall be ascertained and determined
and paid to the Contractor in the manner provided
in the contract for the construction and operation
8
of said rapid transit railroad in addition to the
amounts in said contract originally agreed to be
paid unto said Contractor, and that such addi-
tional amounts so paid shall be included in the
total cost of the construction of the said railroad
in determining the amount of rental to be paid
under said contract in like manner as if said addi-
tional route had been originally authorized
therein ;
AND IT IS HEREBY FURTHER UNDERSTOOD AND
AGREED that in computing the rental payable under
the Contract, the interest actually paid by The
City on bonds heretofore issued or that may here-
after be issued for construction, shall be the basis
of the said computation notwithstanding the rate
of interest so paid may exceed three and one-half
(31/2) per cent., the rate which was limited by law
at the time the Contract was made ;
PROVIDED^ however, and it is expressly AGREED
That this agreement shall take effect if and when
and only when the following consents shall have
been duly had, to wit :
1. The consent of the Board of Estimate and
Apportionment of the City of New York.
2. The consents of Rapid Transit Subway Con-
struction Company, The United States Fidelity
& Guaranty Company, The Empire State Surety
Company, American Surety Company of New
York, National Surety Company and Fidelity and
Deposit Company of Maryland ; and
PROVIDED, further, however, and it is expressly
agreed, that this agreement shall take effect if and
when, and only when, the following consents shall
have been duly given to the said resolutions
adopted by the Board this day, a copy of which is
hereto annexed, providing for the said addition to
said Eoutes and General Plan; the consent of the
Board of Estimate and Apportionment of the City
of New York ; the consent of the Mayor of the City
of New York ; and the consent of the owners of a
majority in value of the property along such
streets or such portions of streets as are included
10
in the portion of the route added as aforesaid, or
if such last mentioned consent cannot be obtained,
then in lieu thereof, the determination of three
commissioners to be appointed by the Appellate
Division of the Supreme Court duly confirmed by
the said Appellate Division.
The plan hereto annexed entitled " Board of
Eapid Transit Railroad Commissioners of the
City of New York; proposed Additional Tracks
between West 96th and West 103rd Streets.
Drawing No. 1715 B, June 24th, 1907," is intended
to illustrate and show in general the addition to
and modification of the said original Routes and
General Plan as hereby proposed.
Jtt ttrttttJeSS mfoeVJejOf, This contract has
been executed for the City of New York, by its
Board of Rapid Transit Railroad Commissioners,
under and by a resolution duly adopted by said
Board, concurred in by seven of its members,
and the seal of the said Board has been hereto
affixed and these presents signed by the President
and Secretary of the said Board, and the said
11
John B. McDonald has hereto set his hand and
seal and the said Interborough Rapid Transit
Company has caused its corporate seal to be hereto
affixed and attested by its secretary, and these
presents to be signed by its president, all the day
and year first above written.
A. E. ORE,
[SEAL OF THE BOARD.] President.
BION L. BURROWS,
Secretary.
INTERBOROUGH EAPID TRANSIT COM-
PANY,
E. P. BRYAN,
[CORPORATE SEAL.] President.
Attest :
H. M. FISHER,
Secretary.
JOHN B. MCDONALD. [L. s.]
12
fcy <E0vp0vaticm
THE FOREGOING CONTRACT IS HERE-
BY APPROVED AS TO FORM.
Dated New York, July 30th, 1907.
JOHN L.
Acting Corporation Counsel.
13
STATE OF NEW YORK,
ss
County of New York,
On the 28th day of June, 1907, before me
personally appeared Alexander E. Orr and Bion
L. Burrows, to me known and known to me
to be the said Alexander E. Orr, the president,
and the said Bion L. Burrows, the secretary of the
Board of Rapid Transit Railroad Commissioners
for the City of New York ; and the said Alexander
E. Orr and Bion L. Burrows, being by me duly
sworn, did depose and say, each for himself and
not for the other, the said Alexander E. Orr, that
he resides in the Borough of Brooklyn, in the said
City, that he is the president of the said Board
and that he subscribed his name to the foregoing
Contract by virtue of the authority hereof; and
the said Bion L. Burrows, that he resides in the
Borough of Brooklyn, in the City of New York,
that he is the secretary of the said Board and that
he subscribed his name thereto by like authority;
and both the said Alexander E. Orr and Bion L.
Burrows that they know the seal of the said Board
and that the same was affixed to the foregoing in-
strument by the authority of the said Board and
of a resolution duly adopted by the same.
H. A. D. HOLLMAN,
Notary Public for Kings County, N. Y.
[NOTARIAL SEAL.] Certificate filed in New York.
13a
STATE OF NEW YORK, <_ gg
City and County of New York,
On this 14th day of April, 1908, before me
personally came JOHN B. MCDONALD, to me known
and known to me to be the individual described in
and who executed the foregoing instrument, and
he duly acknowledged to me that he executed the
same.
J. TUPTON MASON,
Commissioner of Deeds,
[COMMISSIONER'S SEAL.] New York City.
13b
STATE OF NEW YORK,
County of New York, c
On this 10th day of April, 1908, before me
personally appeared E. P. BRYAN, to me known,
who, being by me first duly sworn, did depose and
say: That he resided in Bound Brook, in the
State of New Jersey; that he is President of the
Interborough Rapid Transit Company, the corpo-
ration described in and which executed the fore-
going instrument ; that he knew the corporate seal
of said company; that one of the seals affixed to
said contract was such corporate seal, and that it
was affixed thereto by order of the Board of
Directors of said company, and that he signed his
name thereto by like authority.
THOMAS G-EREHART,
Notary Public, Kings Co., No. 110.
[NOTARIAL SEAL.] Certificate filed in N. Y. Co.
14
COPY RESOLUTIONS OF JUNE 27th, 1907.
WHEREAS, this Board did, on the 14th day of
January, 1897, and 4th day of February, 1897,
adopt certain Routes and General Plan for a rapid
transit railroad in the City of New York, a copy of
which is hereto annexed entitled ''Copy Routes
and General Plan ' ' ; and
WHEREAS, the said Routes and General Plan
were afterward duly approved by the municipal
authorities of the City of New York, and were
duly consented to by commissioners appointed by
the Appellate Division of the Supreme Court,
which consent was duly confirmed by the said
Appellate Division, in lieu of the consent of the
owners of a majority in value of the property
along said routes; and
WHEREAS, thereafter, and on or about the 21st
day of February, 1900, the City of New York did
by this Board enter into a certain contract with.
John B. McDonald for the construction and opera-
tion of the said rapid transit railroad ; and
WHEREAS, by written instrument bearing date
the 10th day of July, 1902, the said John B. Mc-
Donald with the written consent of this Board
concurred in by six members thereof duly as-
signed the right or obligation to maintain and
operate the said rapid transit railroad for the
term of years specified in the said contract and all
rights included in the leasing provisions of the
said contract together with the obligation to pro-
vide equipment for the said railroad, unto Inter-
borough Rapid Transit Company, which Company
also guaranteed the performance by the said John
B. McDonald as such contractor, of the provisions
of his said contract not so assigned to it ; and
WHEREAS, it is the interest of the City of New
15
York, and, in the opinion of the said Interborough
Rapid Transit Company, it is likewise in its inter-
est as such lessee, and it desires that said Routes
and General Plan shall be changed in the respect
hereinafter mentioned, but without other change
in the said Routes and General Plan; now, there-
fore, it is
RESOLVED, That, subject to the consents and ap-
provals to be first 'obtained as in these resolutions
hereinafter mentioned, the said Routes and Gene-
ral Plan heretofore adopted by this Board be, and
they hereby are modified by adding to the said
routes the following, to wit,
"And also an additional track extending along
the easterly side of Broadway from a point near
the center line of 96th Street to a point about
seventy-five (75) feet north of the northerly line
of 102nd Street. The said easterly additional
track is more particularly described as follows :
"A track, the center line of which shall begin at
or near a point where the center line of 96th Street
intersects the center line of the easterly track as
originally constructed upon this route; thence
diverging from the said easterly track originally
constructed and running northeasterly and north-
erly and generally parallel with the easterly line
of Broadway, and distant therefrom not less than
twenty-four (24) feet and nine (9) inches, and so
continuing to a point near the southerly line of
102nd Street; and thence curving northwesterly,
and again uniting with the said easterly track of
the railroad as originally constructed upon this
route, at a point about seventy-five (75) feet north
of the northerly line of 102nd Street.
"Also two additional tracks extending along the
westerly side of Broadway, from a point near the
center line of 96th Street northerly to a point near
16
the center line of 101st Street. The said two
tracks are more particularly described as follows :
"FIRST. A track, the center line of which shall
begin at or near the point where the center line of
96th Street intersects the center line of the westerly
track as originally constructed upon this route;
thence diverging from the said westerly track
originally constructed and running northwesterly
and northerly and generally parallel with the
westerly line of Broadway, and distant therefrom
not less than twenty-four (24) feet and nine (9)
inches, to a point about fifty (50) feet south of the
southerly line of 100th Street ; and thence curving
northeasterly, and again uniting with the said
westerly track as originally constructed upon this
route, at a point near the intersection of the center
line of the said westerly track with the center line
of 101st Street.
"SECOND. A track, the center line of which
shall diverge from the center line of the additional
track last above described, at a point about twenty
(20) feet south of the northerly line of 96th
Street ; and thence running northerly and parallel,
or nearly so, with the westerly line of Broadway,
and distant about forty (40) feet therefrom, to a
point about fifty (50) feet north of the northerly
line of 100th Street; and thence curving north-
easterly and continuing to a point near the inter-
section of the center line of 101st Street with the
center line of the lower westerly track originally
constructed upon this route, and known as the
southbound Lenox Avenue track.
"And also spurs or connections to unite the said
three additional tracks or any one or more of
them with any of the other tracks constructed
upon this route.
"The additional tracks, spurs and connections
17
herein provided for shall be built (except where
the same curve to unite with or diverge from any
of the four tracks first constructed upon this
route) between the walls of the railroad or sub-
way, and the easterly and westerly sides of Broad-
way respectively.
"The additional track on the easterly side shall
descend from a point at or near the center line of
97th street at a grade of about one per cent, to a
point about forty (40) feet north of the center line
of 99th Street, and then level to a point about
thirty-five (35) feet below the surface of Broad-
way and near the southerly line of 100th Street, at
which point a spur or connection shall diverge
to connect with other tracks. Said easterly addi-
tional track as above described shall from said
lowest point ascend to about the center line of
102nd Street, and shall continue thence on the
same grade as the easterly line originally con-
structed upon this route, which is known as the
northbound Broadway track.
' ' The first of the two additional westerly tracks
shall be constructed upon the same grade as the
westerly track first constructed upon this route,
which is known as the south-bound Broadway
track.
' ' The second of the said two additional westerly
tracks shall continue on the same grade as the first
of the said additional westerly tracks from the
point of beginning as above described, to a point
near the intersection of the center line of 98th
Street; from thence it shall descend to a point
about the northerly line of 100th Street, at which
it will be on the same grade as the two center
tracks first constructed upon this route, known as
the Lenox Avenue tracks ; and from thence it shall
continue on the same grades as the said two Lenox
Avenue tracks."
18
In all other respects the provisions of the said
general plan of construction adopted January
14th and February 4th, 1897, as heretofore
amended, shall be applicable to the portion of the
route hereinabove mentioned; and it is further
RESOLVED that, Whereas this Board has duly
made the inquiries and investigation necessary or
proper in the premises, and has determined that
the modification aforesaid of the said Routes and
General Plan are necessary for the interests <of
the public and of the City of New York and should
be established as herein provided, this Board does
hereby determine and establish the said Routes
and General Plan as hereby modified, subject to
the consents and approvals to be first obtained as
hereinafter mentioned ; and it is further
RESOLVED, That the said modifications of the
Routes and General Plans shall take effect only
upon and after the following consents and ap-
provals thereto shall be duly had, to wit :
1. The consent of the Board of Estimate and
Apportionment of The City of New York as the
local authority having control of the streets above
mentioned.
2. The consent of the Mayor of The City of
New York.
3. The consent of the owners of a majority in
value of the property along that portion of Broad-
way in the Borough of Manhattan which is in-
cluded in the portion of the routes added as afore-
said ; or, if such consents cannot be obtained, then,
in lieu thereof, the determination of three com-
missioners to be appointed by the Appellate Di-
vision of the Supreme Court, duly confirmed by
the said Appellate Division.
4. The consent of the said John B. McDonald,
19
contractor, and of his sureties, as follows : Eapid
Transit Subway Construction Company, The
United States Fidelity and Guaranty Company,
The Empire State Surety Company, American
Surety Company of New York, National Surety
Company and Fidelity and Deposit Company of
Maryland; and also Interborough Eapid Transit
Company.
It is further RESOLVED, That this Board hereby
adopts the drawing now produced and entitled
" Board of Rapid Transit Railroad Commission-
ers of the City of New York : Proposed additional
tracks between West 96th and West 103rd Streets.
Drawing No. 1715B, June 24th, 1907, as showing
in general the additions to and modifications of
the original Routes and General Plan hereby
adopted.
20
IXUrtcX'SiCiUjert being the sureties of John
B. McDonald, the contractor above mentioned,
upon the continuing bond in the penalty of One
Million Dollars ($1,000,000), and the bond for
construction and equipment in the penalty of Five
Million Dollars ($5,000,000), hereby consent to
the making of the foregoing instrument.
Dated New York, June 27th, 1907.
RAPID TRANSIT SUBWAY CONSTRUC-
TION COMPANY,
By E. P. BRYAN,
[CORPORATE SEAL.]
Attest :
H. M. FISHER,
Secretary.
UNITED STATES FIDELITY AND GUAR-
ANTY COMPANY,
By CHAS. 0. SCULL,
[CORPORATE SEAL.] Vice-President.
Attest :
ALBERT H. BUCK,
Asst. Secretary.
21
THE EMPIRE STATE SURETY COM-
PANY,
By WALTER J. MOORE,
[CORPORATE SEAL.] Vice-President-
Attest :
DANIEL STEWART,
Secretary.
AMERICAN SURETY COMPANY OF
NEW YORK,
By J. W. MASON,
[CORPORATE SEAL.] Vice-President.
Attest :
ARTHUR F. SCHERMERHORN,
Assistant- Secretary.
NATIONAL SURETY COMPANY,
By JOEL EATHBONE,
[CORPORATE SEAL.] V.-Prest.
Attest :
LEONARD DAMMANN,
Ass't. Secretary.
FIDELITY AND DEPOSIT COMPANY OF
MARYLAND,
By THOS. A. WHELAN,
[CORPORATE SEAL.] Vice-Prest.
Attest:
CHARLES V. R. MARSH,
Ass't. Secy.
STATE OF NEW YORK. )
ss *
County of New YorkJ
On this 18 day of April, 1908, before me
personally appeared E. P. Bryan, to me known,
who, being by me first duly sworn, did depose and
say: That he resided in Bound Brook, in the
State of New Jersey; that he is President of
the Rapid Transit Subway Construction Com-
pany, the corporation described in and which exe-
cuted the foregoing instrument ; that' he knew the
corporate seal of said company; that one of the
seals affixed to said instrument was such corporate
seal, and that it was affixed thereto by order of the
Board of Directors of said company, and that he
signed his name thereto by like authority.
THOMAS GEREHART,
Notary Public, Kings Co., No. 110.
[NOTARIAL SEAL.] Certificate filed in N. Y. Co.
STATE OF MARYLAND,
City of Baltimore,
On this 13th day of April, 1908, before me per-
sonally appeared CHAS. 0. SCULL, to me known,
who, being by me first duly sworn, did depose and
say: That he resided in Baltimore, in the State
of Maryland; that he is Vice-President of the
United States Fidelity and Guaranty Company,
the corporation described in and which exe-
cuted the foregoing instrument ; that he knew the
corporate seal of said company; that one of the
seals affixed to said instrument was such corpo-
rate seal, and that it was affixed thereto by order
of the Board of Directors of said company, and
that he signed his name thereto by like authority.
A. D. PATRICK,
[NOTARIAL SEAL.] Notary Public,
No. 357.
tatc of Jftarpianfc, Baltimore Citp, ct:
I, tqjfjen C Utttlc, Clerk of the Superior
Court of Baltimore City, do hereby certify, that
A. D. PATRICK, Esquire, before whom the annexed
affidavit was made, and who has thereto sub-
scribed his name, was at the time of so doing, a
Notary Public of the State of Maryland, in and for
the City of Baltimore, residing in said City and
State, duly commissioned and sworn, and autho-
rized by law to administer oaths and take acknowl-
edgments, or proof of deeds to be recorded there-
in. I further certify that I am acquainted with
the handwriting of the said Notary, and verily
believe the signature to be his genuine signature.
^n tcjftimonp tofjercof, i hereto set
my hand and affix the seal of the
[OFFICIAL Superior Court of Baltimore City,
SEAL.] the same being a Court of Record,
this 13th day of April, 1908.
STEPHEN C. LITTLE,
Clerk of the Superior Court of
Baltimore City.
24
STATE OF NEW YORK. )
SS *
County of New YorkJ
On this 10 day of April, 1908, before me per-
sonally appeared WALTER J. MOORE, to me known,
who, being by me first duly sworn, did depose and
feay: That he resided in New York City, in the
State of New York; that he is Vice-President
of the Empire State Surety Company, the corpo-
ration described in and which executed the fore-
going instrument ; that he knew the corporate seal
of said company; that one of the seals affixed to
said instrument was such corporate seal, and that
it was affixed thereto by order of the Board of
Directors of said company, and that he signed his
name thereto by like authority.
CHAS. A. GARDNER,
[NOTARIAL Notary Public, Kings County.
SEAL.] Certificate filed in New York County.
25
STATE OF NEW YORK, f
County of New York, )
On this 10th day of April, 1908, before me per-
sonally appeared J. W. MASON, to me known, who,
being by me first duly sworn, did depose and
say : That he resided in Mt. Vernon, in the State
of New York; that he is Vice-President of the
American Surety Company of New York, the
corporation described in and which executed
the foregoing instrument ; that he knew the corpo-
rate seal of said company; that one of the seals
affixed to said instrument was such corporate seal,
and that it was affixed thereto by order of the
Board of Directors of said company, and that he
signed his name thereto by like authority.
JARED F. HARRISON, Jr.,
Notary Public,
[NOTARIAL SEAL.] New York County.
26
STATE OF NEW YORK, }
County of New YorkJ
ss.
On this 10th day of April, 1908, before me per-
sonally appeared JOEL RATHBONE, to me known,
who, being by me first duly sworn, did depose and
say: That he resided in New York City, in the
State of New York; that he is Vice-Pres. of
the National Surety Company, the corporation
described in and which executed the foregoing
instrument; that he knew the corporate seal of
said company; that one of the seals affixed to said
instrument was such corporate seal, and that it
was affixed thereto by order of the Board of Direc-
tors of said company, and that he signed his name
thereto by like authority.
JERROLD SMULLEN,
Notary Public No. 369 for
[NOTARIAL SEAL.] County of Neiv York.
Certificate filed in Kings, Queens, Rich-
mond and Westchester Counties.
2?
STATE OF NEW YORK,
County of New York. r
On this 14 day of April, 1908, before me person-
ally appeared THOMAS A. WHELAN, to me known,
who, being by me first duly sworn, did depose and
say : That he resided in the City of Baltimore, in
the State of Maryland ; that he is Vice-President
of the Fidelity and Deposit Company of Maryland,
the corporation described in and which executed
the foregoing instrument ; that he knew the corpo-
rate seal of said company; that one of the seals
affixed to said instrument was such corporate seal,
and that it was affixed thereto by order of the
Board of Directors of said company, and that he
signed his name thereto by like authority.
ERNEST L. HICKS,
Notary Public,
[NOTARIAL SEAL.] New York County.
[Drawings annexed to original.]
Public Service Commission lor the First
District
TO
Interborongh Rapid Transit Company
WEBSTER AVENUE LINE
EIGHTH AVENUE AND 162nd STREET CONNECTION
QUEENSBORO BRIDGE LINE
WEST FARMS SUBWAY CONNECTION
(Errtiftrate
February , 1913
Public Service Commission lor the First
District
TO
Interborough Rapid Transit Company
WEBSTER AVENUE LINE
EIGHTH AVENUE AND 162nd STREET CONNECTION
QUEENSBORO BRIDGE LINE
WEST FARMS SUBWAY CONNECTION
Okrtiftrai*
February , 1913
PUBLIC SERVICE COMMISSION FOE THE FIRST
DISTRICT
TO
INTERBOROUGH RAPID TRANSIT COMPANY
CERTIFICATE
FEBRUARY , 1913.
THE PUBLIC SERVICE COMMISSION FOR THE FIRST DISTRICT
does hereby certify as follows :
The word "Crry" as used herein means The City of New
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 here-
after come, belong or appertain.
The words "NEW YORK" as used herein mean the City
of New York according to its boundaries as now or here-
after fixed.
The word ' ' COMMISSION ' ' as used herein means the Pub-
lic Service Commission for the First District of the State
of New York, in so far as it acts herein under the Rapid
Transit Act, or any official or public body to whom or to
which the powers now conferred upon the said Commission
by the Rapid Transit Act may hereafter be transferred by
law.
The words "INTERBOROUGH COMPANY" as used herein
mean the Interborough Eapid Transit Company, its suc-
cessors, assigns, lessee, transferee, or any corporation
which may hereafter succeed by consolidation or merger to
the rights of the said Interborough Eapid Transit Com-
pany.
The word "RAILROADS" as used herein means the four
railroads herein authorized which are referred to as the
Webster Avenue Line, the Eighth Avenue and 162nd Street
Connection, the Queensboro Bridge Line and the West
Farms Subway Connection.
The words " EAPID TRANSIT ACT" as used herein mean
Chapter 4 of the Laws of 1891 as heretofore amended.
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 Eapid Transit
Act may hereafter be transferred by law.
The word "COMPTROLLER" as used herein means the
Comptroller of The City of New York and the officer or
board to whom or to which his powers now existing under
the Eapid Transit Act may hereafter be transferred by
law.
WHEREAS, the Interborough Company, a railroad cor-
poration existing under the laws of the State of New York
whose certificate of incorporation was filed and recorded in
the office of the Secretary of State on the 6th day of May,
1902, and in the office of the Clerk of New York County on
May 7, 1902, and whose principal office is at No. 165 Broad-
way in the Borough of Manhattan, City, County and State
of New York and which leases and actually operates a rail-
road wholly within the limits of New York; and
WHEREAS, the Manhattan Eailway Company, a railroad
corporation existing under the laws of the State of New
York, on or about the first day of January, 1903, leased its
railroads, property, rights and franchises to the Interbor-
ough Company (which said railroads are hereinafter re-
ferred to as the Manhattan Railroad) under and by virtue
of and as appears in a certain indenture of lease between
said companies, filed in the office of the Secretary of State
on April 4, 1903, and recorded in the Register's office of the
County of New York on April 1, 1903, in Liber 2, page 35
of General Conveyances; and
WHEREAS, the Interborough Company, as such lessee,
under the provisions of the Rapid Transit Act has applied
to the Commission for authority to extend its lines (mean-
ing thereby the Manhattan Railroad) within New York
and to acquire terminal or other facilities, all as herein-
after described ; and
WHEREAS, since in the judgment of the Commission the
public interests so demand, the Commission has fixed and
determined the route or routes by which the Interborough
Company may extend its railroad and has fixed and de-
termined the location and plan of construction of the Rail-
roads 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 Interborough Company, and such other terms,
conditions and requirements as to the Commission appear
just and proper;
Now THEREFORE, the Commission has authorized and does
hereby authorize, but subject, however, to the approval of
the Board of Estimate and subject to the terms, conditions
and requirements hereinafter set forth, the Interborough
Company
1. a. To construct, maintain and operate a three-track
elevated railroad (which railroad is hereinafter referred to
as the WEBSTEB AVENUE LINE, upon the following route or
routes :
Diverging from the existing structures of the Third
Avenue Line of the Manhattan Railroad, at a
point about five hundred (500) feet north of
Pelham avenue and Third avenue, thence run-
uning northwesterly and crossing over the pri-
vate right of way of the New York & Harlem Rail-
road to Webster avenue, thence northerly along and
over Webster avenue to at or near Gun Hill road,
thence curving northeasterly along and over streets
and private property and the private right of way of
the New York & Harlem Railroad to Gun Hill road,
thence easterly over and along Gun Hill road to a point
at or near White Plains road, thence curving northerly
over streets and a public place to a point in White
Plains road, where a connection can conveniently be
made with a municipal railroad on White Plains road.
b. To construct, maintain and operate a railroad (which
railroad is hereinafter referred to as the EIGHTH AVENUE
AND 162ND STREET CONNECTION), upon the following route
or routes :
Diverging from the existing structure of the Ninth
Avenue Elevated Line of the Manhattan Railroad near
West One Hundred and Fifty-seventh Street and
Eighth Avenue and thence running northeasterly over
private property and public streets to the Harlem
River, thence crossing the Harlem River over the Put-
nam Bridge and crossing over the property and right
of way of the New York Central and Hudson River
Railroad Company to Sedgwick Avenue at a point
north of One Hundred and Sixty-first Street, thence
under Sedgwick Avenue, private property and public
streets to a point near the intersection of One Hundred
and Sixty-second Street and Ogden Avenue, thence
under One Hundred and Sixty-second Street to a point
at or near Anderson Avenue, thence curving southerly
and easterly through private property and public
streets to the intersection of One Hundred and Sixty-
second Street and Jerome Avenue; thence easterly
over and along One Hundred and Sixty-second Street
to a point near River Avenue; thence curving north-
easterly through private property into River Avenue
to a point where a connection can conveniently be made
with a municipal railroad on River Avenue.
The Eighth Avenue and 162nd Street Connection shall
consist of two tracks. Two additional tracks may, if neces-
sary to provide a convenient connection between the Eighth
Avenue and 162nd Street Connection and the Ninth Avenue
elevated road, be constructed over Eighth Avenue between
a point one hundred feet north of 153rd Street and 157th
Street. The Eighth Avenue and 162nd Street Connection
shall be constructed as an elevated railroad excepting that
part from a point on private property near the intersection
of 161st Street and Sedgwick Avenue to a point on private
property west of Jerome Avenue at or near 162nd Street
which shall be constructed as a subway.
c. To construct (except such portions already built as
are an integral part of the Queensboro Bridge or the ap-
proaches thereto), maintain and operate a two-track ele-
vated railroad (which railroad is hereinafter referred to as
the QUEENSBORO BRIDGE LINE) upon the following route or
routes :
Diverging from the existing structures of the Second
Avenue Elevated Line of the Manhattan Railroad on
Second Avenue, between East 58th and East 60th
streets, and running thence easterly across the Queens-
boro Bridge upon two of the upper tracks to the east-
erly side of Ely Avenue, in the Borough of Queens, in
the Citv of New York.
d. To construct,, maintain and operate a two-trad efe^
vated railroad (which railroad is hereinafter referred to>
as the WEST FARMS SUBWAY CONNECTION) upon the follow-
ing route or routes :
Diverging from the existing Third Avenue Elevated;
Railroad at about 143d Street; thence extending
through private property and Willis and Bergen Ave-
nues to a point near 149th Street ; thence northeasterly-
crossing 149th Street over a public place, Gerard
Street, the right of way of the existing Manhattan-
Bronx Rapid Transit Railroad constructed under the-
contract of February 21, 1900, and private property
to a point near the intersection of Brook and West-
Chester Avenues, where a connection can conveniently
be made with the West Farms Division of the said
Manhattan-Bronx Rapid Transit Railroad.
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 ex-
terior line or side of the longitudinal streets, avenues and
public places of the route, all necessary and proper con-
nections with terminal yards, stations, landing places, stair-
ways, platforms, elevators, escalators, telegraph, telephone
and signal devices and other appliances and facilities, all
as may be either necessary or convenient for the construc-
tion, operation and maintenance of the Railroads.
3. To acquire and use private property for the construc-
tion, maintenance and operation of the Railroads including
yards, stations, station extensions, terminal rooms, power
plants, stairways, elevators, escalators, 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.
i. To transport upon the Railroads persons and property
.-and to use therefor and in connection therewith all suitable
.appliances,
5. To construct, maintain and operate upon, under or
contiguous to the Railroads for the transmission or ex-
change of power, heat and light for the use of the Railroads
-and such other railroads as may be owned, operated or
controlled by the Interborough 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 appurtenances, when not
placed upon the structure, shall be placed underground,
unless otherwise directed by the Commission.
The authorizations or licenses hereby granted to con-
struct, maintain and operate the Webster Avenue line, the
Eighth Avenue and lG2d Street Connection, the Queensboro
Bridge line and the West Farms Subway Connection shall
be held by the Interborough Company for a period of
eighty -five (85) years from the date on which the Inter-
borough Company shall first begin operation of any part
of any of the Railroads, unless sooner terminated as here-
inafter provided. Said date shall be evidenced by a resolu-
tion of the Commission entered in its minutes approving-
such date as the date of beginning operation of the Rail-
roads and as the date from which the terms of these
authorizations or licenses run and from which compensa-
tion 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 here-
by granted; provided, however, that if operation of any
of the Railroads be first begun as to any part thereof at a
later date, such date may be evidenced by a resolution of
the Commission approving that date as the date of begin-
ning 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.
Provided, however, and it is expressly agreed that the
authorizations or licenses hereby granted are subject to
certain terms, 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:
This 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 New
York 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, secretary or treasurer of the
Interborough Company. The authorizations or licenses
hereby granted shall be inoperative and this certificate shall
be void unless within thirty days after such delivery or
such further period as shall be prescribed in writing by the
Commission, the Interborough Company shall have pro-
cured four of the said identical originals to be returned to
the Commission, each of them having an acceptance of this
certificate and all the terms, conditions and requirements
thereof subscribed at the foot thereof by the Interborough
Company, such acceptance being so proved as to entitle it
to be recorded and filed as aforesaid.
II
The authorizations or licenses hereby granted, if the
Commission shall so determine, shall become void unless
within three calendar months from the time of the delivery
to the Commission of the acceptance of this certificate by
the Interborough Company, that Company shall, in due and
lawful form, obtain or receive the approval hereof by the
8
Board of Estimate and the consent of that Board as the
local authority having the control of the portions of the
streets, avenues, highways, bridges, parkways and public
places upon, under or over which it is proposed to construct
and operate the Railroads, together with the approval of
the Mayor of the City.
The authorizations or licenses hereby granted, if the
Commission shall so determine, after due hearing, shall
become void unless within one year from the time of the
acceptance of this certificate by the Interborough 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 high-
ways upon, under or over which the Railroads or any part
thereof are authorized, to the construction and operation
of the Railroads or such part thereof, or in case the consent
of such property owners cannot be obtained, then the de-
termination pursuant to law of commissioners to be ap-
pointed 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 determina-
tion of such commissioners when confirmed by the Court,
to be taken in lieu of such consent of property owners. Pro-
vided, however, and it is expressly stipulated, that the Com-
mission shall have power, upon reasonable cause shown, to
extend by written certificate either of the periods herein-
before in this article prescribed.
The Interborough Company covenants that it will be
diligent in prosecuting applications for the consents afore-
said, but it it 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 Interborough Com-
pany shall, after a written notice of three months to the
Commission, be released from its obligations hereunder,
unless within such three months, or within such further
with the other proyisions hereof may be permitted by the
Commission.
The Eailroads, with necessary sidings, turnouts and
switches, excepting the portion of the Eighth Avenue
and 162nd Street Connection west of Jerome Avenue shall
follow the general design of the elevated railroads known
as the Van Cortlandt Park Extension heretofore con-
structed under the contract dated February 21, 1900. for
the construction, equipment and operation of the Manhat-
tan-Bronx Rapid Transit Railroad, except that the Inter-
borough Company shall construct the following portions of
the Webster Avenue Line and the Eighth Avenue and
162nd Street Connection upon approved plans involving a
more elaborate and ornamental structure with solid floor or
such other construction as will in the opinion of the Com-
mission most effectually prevent noise and tremor, to wit:
(a) The portion of the Eighth Avenue and 162nd
Street Connection, including the portal from the point
where it emerges from the ground near 162nd Street,
over private property and 162nd Street to a point
about midway between Cromwell Avenue and River
Avenue.
(b) The station on the Webster Avenue Line, near
the intersection of Gun Hill Road and White Plains
Road together with about 200 feet of the approaches
thereto.
(c) The portion of the Webster Avenue Line cross-
ing Mosholu Parkway, together with about 200 feet
of the approaches thereto.
(d) The portion of the Webster Avenue Line over
Fordham Square, together with about 200 feet of the
approaches thereto.
And except further that the Queensboro Bridge Line
shall be so constructed as to harmonize in all respects with
the Queensboro Bridge structure and approaches.
12
In 'the subway portion ol the Eighth Avenue and 162ncl
Street Connection the construction shall be of iron or steel
or masonry or a combination of iron and steel or masonry.
The tunnel shall have a clear height above the base of rail
*of not less than 13 feet 2 inches. The width of tunnel shall
not exceed 15 feet for each track, in addition to the thick-
ness of supporting w^alls, except that at stations, curves and
crossovers the width may be increased; and the width of
.the open cut and embankment portion shall not exceed 15
.feet for each track, in addition to the thickness of the
.necessary retaining walls, except that at stations, curves
.and crossovers the width may be increased.
The sidings constructed shall be such as the Commission
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 mite of single track for each
mile of railway structure of such line.
No crossing is to be made at grade between tracks of di-
verging lines without the approval of the Commission.
The columns supporting the superstructure of the ele-
vated portions of the Railroads 'except as hereinafter other-
wise provided, 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. The distance from the face of elevated column
to the center of adjacent street railway track shall be not
less than seven (7) feet unless permitted by the
Commission. The center line of the said elevated struc-
ture 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 Com-
mission.
13
with the other proyisions hereof may be permitted by the
Commission.
The Railroads, with necessary sidings, turnouts and
switches, excepting the portion of the Eighth Avenue
and 162nd Street Connection west of Jerome Avenue shall
follow the general design of the elevated railroads known
as the Van Cortlandt Park Extension heretofore con-
structed under the contract dated February 21, 1900. for
the construction, equipment and operation of the Manhat-
tan-Bronx Rapid Transit Railroad, except that the Inter-
borough Company shall construct the following portions of
the Webster Avenue Line and the Eighth Avenue and
162nd Street Connection upon approved plans involving a
more elaborate and ornamental structure with solid floor or
such other construction as will in the opinion of the Com-
mission most effectually prevent noise and tremor, to wit:
(a) The portion of the Eighth Avenue and 162nd
Street Connection, including the portal from the point
where it emerges from the ground near 162nd Street,
over private property and 162nd Street to a point
about midway between Cromwell Avenue and River
Avenue.
(b) The station on the Webster Avenue Line, near
the intersection of Gun Hill Road and White Plains
Road together with about 200 feet of the approaches
thereto.
(c) The portion of the Webster Avenue Line cross-
ing Mosholu Parkway, together with about 200 feet
of the approaches thereto.
(d) The portion of the Webster Avenue Line over
Fordham Square, together with about 200 feet of the
approaches thereto.
And except further that the Queensboro Bridge Line
shall be so constructed as to harmonize in all respects with
the Queensboro Bridge structure and approaches.
12
In the subway portion of the Eighth Avenue and 162nd
Street Connection the construction shall be of iron or steel
or masonry or a combination of iron and steel or masonry.
The tunnel shall have a clear height above the base of rail
of not less than 13 feet 2 inches. The width f tunnel shall
.not exceed 15 feet for each track, in addition to the thick-
ness of supporting walls, except that at stations, curves and
crossovers the width may be increased; and the width of
-the open cut and embankment portion shall not exceed 15
.feet for each track, in addition to the thickness of the
necessary retaining walls, except that at stations, curves
,and crossovers the width may be increased.
The sidings constructed shall be such as the Commission
shall approve as necessary for the convenient operation of
the Railroads and shall not exceed in length, for any line of
the Eailroads, one quarter of a mile of single track for each
mile of railway structure of such line.
No crossing is to be made at grade between tracks of di-
verging lines without the approval of the Commission.
The columns supporting the superstructure of the ele-
vated portions of the Railroads except as hereinafter other-
wise provided, 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. The distance from the face of elevated column
to the center of adjacent street railway track shall be not
less than seven (7) feet unless permitted by the
'Commission. The center line of the said elevated struc-
ture 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 Com-
mission,
13
The tracks of the elevated portions of the Railroads iiiav
rest upon longitudinal and transverse girders supported by
the said columns, but no portion of the said girders, except
with the approval of the Commission, shall approach within
14 feet of the surf ace of the roadway.
The structural details employed in constructing the ele-
vated portions of the Railroads shall be substantially sim-
ilar to the structural details employed in the construction of
the said Van Cortlandt Park Extension, except as aforesaid..
The structural details employed in constructing the sub-
way portion of the Railroads shall be substantially similar
to the structural details employed in the construction of the
subway portions of the Manhattan-Bronx Rapid Transit
Railroad constructed under the said contract of February
21, 1900.
All plans and drawings for the construction of the Rail-
roads other than mere shop drawings shall be submitted to
and approved by the Commission in advance of construc-
tion, and the method of carrying on the work shall be sub-
ject to the approval of the Commission. Shop drawings
shall so far as practicable be filed with the Commission. The
right reserved to the Commission to approve the plans and
drawings in advance of construction shall include the right
to approve or disapprove the precise location of all tracks,
columns, platforms, stations, stairways, escalators or other
means of access to the Railroads and all other structures
appurtenant thereto encroaching upon the surface of the
streets.
The Interborough Company shall be authorized to open
and occupy 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 structures; 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 de-
partmental permits, shall be obtained from the President
of the Borough, or other officer as provided by law.
14
The City, the Commission and all duly authorized repre-
sentatives of the City and the Commission, shall have the
right at all reasonable times to inspect the Railroads here-
in authorized, and any part thereof, as well during construc-
tion as afterwards, and to enter thereon when necessary,
for the examination, supervision or care of any property of
the City, or of abutting property owners, or for any proper
purpose. Such inspection shall include the inspection and
approval of all materials, and the erection thereof, used in
the construction of the Railroads. Nothing in this certifi-
cate shall be deemed to diminish or affect the sanitary or
police jurisdiction which the public authorities shall law-
fully have over property in the City.
V
The Interborough Company shall procure all necessary
casements and rights, titles and interests in real estate for
the construction of the Railroads.
The Interborough Company shall make good to the
City all physical but not consequential damage which shall
foe done to the property of the City by the construction or
operation of the Railroads, &nd 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 Interborough Company, its successors, assigns, or
lessees, or any contractor, sub-contractor or other person
employed upon the construction or operation of the Rail-
roads, or any part thereof.
The Interborough Company shall in the course of con-
struction at its own expense maintain the care of all street
surfaces and surface and sub-surface structures which may
be interfered with, and any -necessary interference there-
with shall be subject to reasonable regulation by the de-
partment of the government of the City in control or charge
thereof.
15
VT
The Interborough Company shall be entitled to cnarge* 1
for a single fare for each passenger for one continuous trip*
in the same general direction over the Railroads (including
the parts of the municipal railroad over which the Inter-
borough Company is provided with trackage rights as inj
this certificate provided) ancf the 1 additional tracks (which
shall mean the additional tracks authorized; by the Com-
mission by certificate to the Manhattan Railway Company
bearing even date herewitn) and the Manhattan Rail-
road the sum of five (5) cents but not more. A trip from
any point on the Queensboro Bridge Line (including the
part of the municipal railroad over which trackage rights
are provided) to any point on the Manhattan Railroad or
on the Railroads, or a trip from any point on the Manhat-
tan Railroad or on the Railroads to any point on the-
Queensboro Bridge Line (including the part of the mu-
nicipal railroad over which trackage rights are provided)
shall be deemed a continuous trip in the same general di-
rection.
VII
The Railroads shall be carefully and skilfully operated,,
according to the highest standards of railroad operation,,
and with the highest regard to the safety of the passengers
and employees and of all other persons. The Interborough
Company shall during the term of the grants keep the
plant and property (as the words "plant and property ' f
are nereinafter 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
termination 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!
16
air so used as to involve no combustion or impurity of air
in cars or any other power of like description approved by
the Commission.
The Interborough Company may transport over the
Eailroads passengers and property, provided, however, that
the use of the Eailroads 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 for the carriage of
passengers who shall desire to be carried upon them.
If the Queensboro Bridge will not permit of the oper-
ation to their full capacity of the Queensboro Bridge Line
and other railroads that may be authorized to operate
across it, the Interborough Company shall operate its
trains over the bridge at such headway as the Commission
shall direct.
No part of the Eailroads, or stations or other appur-
tenancec thereof hall be used for advertising purposes, ex-
cept that the Interborough Company may use the structure
for posting necessary information for the public relative to
the running of trains and to the operation of the Eail-
roads; nor shall any trade, traffic or occupation, other
than required for the operation of the Eailroads, be per-
mitted 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
Commission. In case the present provisions of the Eapid
Transit Act in respect of advertising or the carrying on
of any trade, traffic or occupation are amended, the Cyom-
mission, under rules and regulations to be prescribed by
it, may permit the Interborough Company to carry on
such advertising or such trade, traffic or occupation in
accordance with the Eapid Transit Act as it may be
amended from time to time.
VIII
The City reserves the right to use or to permit lessees
17
or operators of any rapid transit railroad or railroads now
or hereafter constructed operating between a point or
points in the Borough of Queens and a point or points in the
Borough of Manhattan to use the plant and structure (as
the words "plant and structure" are hereinafter denned)
of any portion of the Queensboro Bridge and approaches
upon such reasonable terms and conditions as may be
agreed upon between the Interborough Company and the
City or such lessee or operator. In the event they fail to
agree upon reasonable terms and conditions the same shall
be settled by arbitration or by the Court in the manner
prescribed in Article XVI; provided, however, that the
annual compensation to be paid by the City, or the lessee
or the operator of such railroad shall not be less than such
portion of the amount necessary to pay interest, sinking
fund, and other like funds, upon the actual cost of the plant
and structure, as hereinafter defined of said line, or the
actual cost of that portion of such plant and structure so
used by the City or by such lessee or operator, and to main-
tain and operate the same, including a reasonable allow-
ance for depreciation, but excluding train operating costs,
as the use of the said roads by the City or the participating
company shall bear to the total use thereof; and, further
provided, that no trackage rights shall be conferred
hereunder that will prevent at least one-half the use
of the line by the Interborough Company if at any time
needed by the Interborough Company ; and provided
further, that the admission of such railroad to track-
age rights upon the said lines shall not of itself involve
upon the part of the Interborough Company any obligation
to extend free transfers to the passengers of the said par-
ticipating roads.
IX
The City also agrees to provide the Interborough Com-
pany with trackage rights over parts of the municipal rail-
18
roads to be constructed and to be equipped, maintained and
operated under a contract bearing even date herewith be-
tween the City and Interborough Rapid Transit Company
and over any extensions of such parts, and the Interbor-
ough Company as grantee under this certificate agrees to
operate over such parts in conjunction with the Eailroads
to the end that through service may be provided over such
parts over the Railroads and over the Manhattan Railroad.
The first of such parts of the said municipal railroads is
described as follows :
Beginning at a point on the Queensboro Bridge
Plaza at the easterly building line of Ely Avenue
where a connection can conveniently be made with the
Queensboro Bridge Line, thence continuing easterly
over the Queensboro Bridge Plaza to a point at or
about the Queensboro Bridge Plaza and Jackson Ave-
nue where the line divides, one line curving south-
easterly over the Queensboro Bridge Plaza and cross-
ing over Jackson Avenue to Queens Boulevard, thence
continuing southeasterly and easterly over and along
Queens Boulevard to a point at or near Gosman
Avenue, thence curving northeasterly over Queens
Boulevard to Greenpoint Avenue, thence continuing
northeasterly over and along Greenpoint Avenue to
Skillman Avenue and thence continuing over and along
Skillman Avenue in a general easterly direction over
Skillman Avenue and Woodside Avenue to Roosevelt
Avenue as the same is laid down on the map or
plan of The City of New York, and thence con-
tinuing easterly over and along Roosevelt Ave-
nue as laid down upon said map or plan to Syca-
more Avenue; and the other of said lines curving
northeasterly over the Queensboro Bridge Plaza to a
point in Jackson Avenue at or near Skillman Place,
thence continuing northeasterly over and along Jack-
son Avenue to Second (formerly Debevoise) Avenue
and thence continuing northerly over and along Sec-
ond Avenue to Ditmars Avenue.
19
The second of such parts of the said municipal railroads
is described as follows:
Beginning at a point in the Borough of The Bronx
in River Avenue near 162nd Street where a connection
can conveniently be made with the Eighth Avenue and
162nd Street Connection and extending thence north-
erly over and along River Avenue to Jerome Avenue
and thence continuing northerly over and along Jerome
Avenue and reservoir property to a point in Jerome
Avenue at or near Woodlawn Road.
The third of such parts of the said municipal railroads
is described as follows :
Beginning at a point in the Borough of the Bronx in
White Plains Road near Gun Hill Road where a con-
nection can conveniently be made with the Webster
Avenue Line and thence continuing northerly over and
along White Plains Road to its intersection with East
Two Hundred and Forty-first Street or Becker Ave-
nue.
The terms and conditions for the use of such parts shall
be reasonable and may be agreed upon between the Com-
mission, the Interborough Company and the Interborough
Rapid Transit Company as Lessee under the said contract.
In the event of a failure to agree upon reasonable terms
and conditions, the same shall be settled by arbitration or
by the court. The precise terms and conditions for such
trackage rights as so agreed upon or so settled shall be
embodied in a written agreement, supplementary to the
said contract, between the City, acting by the Commission,
the Interborough Company, as grantee under this certifi-
cate, and the Interborough Rapid Transit Company as
Lessee under the said contract.
X
Inasmuch as the City's compensation for the authoriza-
20
tions or licenses hereby given and its exercise of its right
to take over the plant and property of the Railroads as
hereinafter provided will be affected by the amounts of the
Interborough Company's expenditures on account of con-
structing, equipping and maintaining the Eailroads, the In-
terborough Company shall strictly comply with the pro-
visions hereof for assuring to the Commission supervision
by it of all operations of the Interborough Company in and
about such enterprise. The Interborough Company shall,
therefore, in addition to providing facilities for inspection
as hereinbefore provided, provide the Commission with
facilities for full and complete supervision of all operations
of the Interborough Company in or about the enterprise of
constructing, equipping, maintaining and operating the
Eailroads. The Interborough Company and any construc-
tion or supply company controlled by the Interborough
Company or by any company directly or indirectly con-
trolling the Interborough Company or affiliated with the
Interborough Company, shall keep suitable and proper
books, accounts, records and memoranda of all opera-
tions with contractors, bankers or persons furnishing
labor, material, money or supplies and of all contracts
directly or indirectly affecting the cost of the construction
and equipment of the Railroads, showing in detail the cost
of constructing and equipping the Railroads to the Inter-
borough Company or any such construction company, in-
cluding any additions thereto from time to time, and shall
afford access to and permit the examination, use and pro-
duction of any such books, records, memoranda or contracts,
to the extent that the same have to do therewith.
The Interborough Company shall (except in such cases
where permission to do otherwise is expressly granted
from time to time by the Commission, by a resolution en-
tered in its minutes) before entering into any contract,
agreement, mortgage or undertaking having to do with the
construction or equipment of the Railroads submit the
same to the Commission for its approval and the Commis-
21
slon may as a condition of its approval require tlie inser-
tion of such terms and conditions therein as it may deem
necessary. The Commission may further require the In-
terborough Company before entering into any agreement
having to do with the construction or equipment of the
Railroads to ask for proposals upon forms of contracts
satisfactory to the Commission, in a specific manner and
for a specified time.
Any contract, agreement or undertaking having; to do
with the maintenance and operation of the Railroads ex-
tending beyond a period of one year or involving an expen-
diture in excess of fifty thousand dollars ($50,000) (and
any other contract, agreement or undertaking having to do-
with maintenance or operation of the Railroads, which the
Interborough Company shall desire to make subject to the
approval of the Commission) shall be entered into by the
Lessee subject to the approval of the Commission. Any
payments made under any such contract so approved by
the Commission shall not be subject to objection under other
provisions of this Article unless the payments therefor
shall not be in accordance with the terms of such contract.
The provision of this paragraph shall also apply to all
contracts, agreements or undertakings of the character
specified above entered into after the date hereof which are
to continue in force after the beginning of operation of the
Railroads.
No contract, agreement or undertaking affecting the
maintenance or operation of the Railroads (except mort-
gages, assignments, leases, trackage agreements, power
and advertising contracts, agreements amending or supple-
menting this certificate and contracts, agreements or under-
takings amending, supplementing or extending any such
instruments) 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 Interbor-
ough Company in connection with the construction, equip-
22
, maintenance and operation of the Railroads and may
prescribe the manner in which such accounts shall be kept.
.It may also in its discretion prescribe forms of accounts,
records and memoranda to be kept by the Interborough
Company in connection with such enterprise, including the
.accounts, records and memoranda of the movements of
traffic as well as the receipts and expenditures of moneys.
Reasonable notice of alterations by the Commission in the
required method or form of keeping a system of accounts
.shall be given to the Interborough Company by the Com-
mission. The Commission shall at all times have access to
all such accounts, records and memoranda kept by the In-
terborough Company and may designate any of its officers
or employees who shall thereupon have authority under the
order of the Commission to inspect and examine any and
all accounts, records and memoranda kept by the Inter-
borough 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 regula-
tions, which the Interborough Company shall strictly com-
ply with, as to the form of all vouchers and payrolls having
to do with the construction or equipment of the Railroads,
to the end that the cost data relating to various divisions
of the construction and equipment of the Railroads can, at
all times, be promptly and accurately determined and the
property identified.
No payment, credit, compensation or concession of
whatsoever character having in any way to do with the
construction or equipment of the Railroads shall be in-
cluded in the actual cost unless the Interborough Company
upon making such payment, credit, compensation or con-
cession forthwith file with the Commission a duplicate
voucher, credit slip or other original evidence thereof.
The Commission may from time to time (by resolution
evidenced by entries in its minutes) relieve the Interbor-
ough Company from the obligation to file such vouchers,
23
credit slips or other original evidences to such extent as it
may deem advisable.
The Commission may object to any expenditure as un-
reasonable or improper, made or to be made by the Inter-
borough Company in connection with maintaining and
operating the Railroads, by notice thereof to the Inter-
borough Company. If the objection by the Commission re-
fers to an expenditure already made, the Interborough
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 expenditure to be made, the Interborough Company,,
if it make such expenditure, shall charge to and hold the
same in a suspense account until the item in dis-
pute is adjudicated. In case the Commission and
the Interborough Company are unable witliin five
(5) days after the delivery of such notice to agree
upon the reasonableness and propriety of such ex-
penditure, the same shall be determined by arbitration or
by the court. Such arbitration shall be conducted in accord-
ance with the provisions of Article XVI except that tlic
periods for the appointment of arbitrators as therein
prescribed shall for the purposes of all arbitrations under
this paragraph be reduced to five (5) days, Saturdays,
Sundays and Holidays excepted. Such notice of objection
shall be given by the Commission within thirty (30) days
after the Commission has become cognizant of such expen-
diture unless satisfactory reasons are given for any delay.
Any such delay shall not excuse the Interborough Company
from complying with the provisions hereof in respect of the
money to be held in suspense, but such delay may be set
up by the Interborough Company as a defense to the objec-
tion, and the adequacy of the reasons given for such delay
shall be determined by arbitration or by iho court, If if
lie agreed by the Commission and the IiitorhoroiiLvh (Ymi-
24
pany or determined by arbitration or by the court that the
expenditure objected to is reasonable and proper, the
amount thereof shall be charged to operating expenses,
and the interest, if any, shall be charged against the inter-
est revenue. If, on the other hand, it be agreed or so
determined that such expenditure is unreasonable or im-
proper, the amount thereof with interest shall be borne by
the Interborough Company. Similarly, if any expenditure
shall be so agreed or so determined to be unreasonable or
improper in part, the charges for such parts shall be
adjusted in the same manner as charges for whole amounts
as hereinbefore provided.
The Commission contemplates, and the Interborough
Company hereby approves, the most thorough and minute
inspection by the Commission and its Chief Engineer, and
by their representatives or subordinates, of all work
and materials (and of the manufacture or prepara-
tion of such materials) entering into the construc-
tion or equipment of the Railroads. The Inter-
borough Company shall, therefore, at all times give
to the Commission and its members, to the Chief Engineer
and his assistants and subordinates, and to any person
designated by the Commission or its Chairman, all facil-
ities, whether necessary or convenient, for inspecting the
materials to be furnished and the work to be done in and
about the same. The members of the Commission, the Chief
Engineer and any assistant or other person bearing his
authorization or the authorization of the Commission or
its Chairman, shall be admitted 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.
It is the intention of the Commission and the Interbor-
ough Company, and the foregoing Article shall be con-
strued in accordance with such intention, that the City
shall be afforded all proper and necessary means for safe-
guarding its right to one-half (1/2) of the excess of net
25
profits and for safeguarding its exercise of the right to
terminate the authorizations or licenses hereby given. At
the- same time it is neither intended nor desired that the
fair and ordinary discretion of the Interborough Company
in the management of the Railroads shall be interferred
with.
XI
The actual cost of the plant and property of the Rail-
roads 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
structure thereof.
The word "EQUIPMENT" means as to any of the Rail-
roads, all cars, rolling stock, motors, power sub-stations
and the real estate upon which they are built and all wires,
cables and conduits suitable to and necessarily provided and
used for the purposes of the Railroads not affixed to the
railroad structure in streets or on rights of way, provided,
however, that the cars, rolling stock and motors shall be
such only as are specially purchased or constructed for use
upon the Railroads, which shall at the time of purchase or
construction be identified by suitable marking as "exten-
sion equipment."
The words "PLANT AND STRUCTURE" mean as to any of
the Railroads, the foundations, structures, tracks, stations,
terminal rooms, stairways and means of access thereto,
consents, easements and rights of way and interests in real
estate connected with the railroad as distinguished from
the equipment as hereinbefore defined, terminal and stor-
age yards and shops, signal towers, signal devices, contact
rails, telephone and telegraph wires, wires, cables and all
other fixtures suitable to and necessarily used for the pur-
26
poses of the Railroads affixed to the railroad structure in
streets or on rights of way.
The word "ADDITION" as used in this article with ref-
erence to equipment or plant and structure means a better-
ment, improvement or addition, during the term of this
grant, ordered or approved by the Commission in advance
of its construction or provision, to or of either the equip-
ment or plant and structure as originally completed and put
in operation, excluding anything furnished in the nature of
repairs, maintenance or replacement.
The words "DEBT DISCOUNT AND EXPENSE" to mean the
actual and necessary expense to the Interborough Company
(including discounts) involved in the issuance or disposal
of securities issued by the Interborough Company to pro-
vide means for constructing and equipping the Railroads
or for additions, deducting therefrom any premiums re-
ceived by or on behalf of the Interborough Company upon
or in connection with the disposal of such securities.
The words "ACTUAL COST" mean as to any of the Rail-
roads, in respect to the equipment thereof :
(1) The actual and necessary net cost in money to the
Interborough Company for acquisition, or for all labor
and materials entering into the construction, of the equip-
ment and additions thereto from time to time, other than
repairs, maintenance or replacements.
(2) The actual and necessary net cost in money to the
Interborough Company of any real estate or interests
therein including consents or easements (other than re-
placements) necessarily acquired for the construction or
operation of equipment or such additions thereto, together
with the actual and necessary expenses in connection with
such acquisition.
27
(3) The debt discount and expense 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 any expenditures
under this paragraph.
(4) Taxes, assessments and interest actually and neces-
sarily paid or accrued upon the items of this definition
pending the beginning of operation, including in the word
''taxes", assessments and other governmental charges (in-
cluding mortgage recording tax) of every description
against the Interborough Company in and about the con-
struction or acquisition of equipment and additions thereto
from time to time. During operation such assessments for
benefits as are not properly chargeable against revenue
shall be charged to such actual cost.
(5) The sums actually and necessarily paid by the In-
terborough Company for superintendence, insurance, dam-
ages, engineering, legal expenses and administration; in-
cluding in respect of equipment (other than additions) the
expenses above referred to in this paragraph actually and
necessarily incurred or payable by the Interborough Com-
pany prior to the date of this certificate and in addition
the actual and necessary expense incurred or payable by
the Interborough Company in printing, engraving and cer-
tifying securities for equipment (other than additions).
Provided, however, that the actual and necessary net
cost in money of all replacements, substitutions or renewals
not due to wear and tear from operation and necessitated
by the reconstruction of parts of the the existing structures
of the Manhattan Railway Company for the purpose of
physically connecting the same with the Railroads shall be
deemed to be included in the foregoing definition of actual
cost of equipment..
28
The words u ACTUAL COST T ' mean as to any of the Kail-
roads, in respect to the plant and structure thereof:
(1) The actual and necessary net cost in money to the
Interborough Company of all labor and materials entering
into the construction of the plant and structure and per-
manent additions thereto from time to time other than
xepairs, maintenance r replacements.
(2) The actual and necessary net cost in money to the
Interborough Company of any real estate or interest there-
in, including consents or easements (other than replace-
ments) necessarily acquired for the construction or opera-
tion of the plant and structure, or such permanent addi-
tions thereto, together with the actual and necessary ex-
penses in connection with such acquisition.
(3) The debt discount and expense in connection with
the construction of the plant and structure 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 the plant and structure including in such
actual cost any expenditures under this paragraph.
(4) Taxes, assessments and interest actually and neces-
sarily paid or accrued upon the items of this definition pend-
ing the beginning of operation of the said railroad line or
portion thereof, including in the word " taxes", assess-
ments and other governmental charges (including mortgage
recording tax) of every description against the Interbor-
ough Company in and about the construction of the plant
and structure and additions thereto from time to time.
During operation such assessments for benefits as are not
properly chargeable against revenue shall be charged to
such actual cost.
29
(5) The sums actually and necessarily paid by the Inv
terborough Company for superintendence, insurance, dam--
ages, engineering, legal expenses and administration; in-
cluding in respect of the plant and structures (other than
additions) the expenses above referred to in this para-
graph actually and necessarily incurred or payable by the-
Interborough Company prior to the date of this certificate
and in addition the actual and necessary expense incurred
or payable by the Interborough Company in printing, en-
graving and certifying securities for the construction of
the plant and structure (exclusive of additions).
Provided, however, that the actual and necessary net
cost in money of all replacements, substitutions or renew-
als not due to wear and tear from operation and neces-
sitated by the reconstruction of parts of the existing:
structures of the Manhattan Eailway Company for the
purpose of physically connecting the same with the Bail-
roads shall be deemed to be included in the foregoing defi-
nition of actual cost of plant and structure.
If any profit, salvage, rebate or benefit (other than re-
sulting from operation) from any source derived shall ac-
crue directly or indirectly to the Interborough Company or
on its behalf in any manner 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 such profit, salvage, rebate or benefit
shall be deducted from the cost of the other items referred
to.
No expenditure made by the Interborough 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 in ascertainment of the amount to be
paid by the City upon termination of any authorization or
license therefor unless as soon as any of the Railroads or
any additions thereto or any equipment thereof or addi-
tions thereto are completed or put in operation the Inter-
30
Borough Company shall .present to the Commission a state-
ment in writing, in which shall be included said expenditure,
.showing the actual cost of the plant and structure of each
of the Railroads or of such equipment or additions thereto
from time to time of the same and in the case of additions
.the date of the making of the same.
If any expenditures are incurred by the Interborough
'Company in connection with the acquisition or construction
of the plant and property of any of the Eailroads, or any
additions thereto, subsequent to the filing of any such
statement, the Interoorough Company shall include such
^expenditures in a supplemental statement or statements
to be presented to the Commission within six months after
'the making of such additional expenditures. If such state-
ment or statements, or such supplemental statement or
statements, are approved by the Commission, both parties
shall be estopped from raising any question with respect
to any such expenditures, or the date of making the same.
If such statements or supplemental statements are not
agreed upon within one year from the date of presentation,
the same shall forthwith be reviewed by arbitration or by
the Court, as provided in Article XVL
XII
As compensation, the Interborough Company shall pay
'to the Comptroller for the period beginning on the day
when any part of any of the Railroads is put into operation
and ending on the day when the Interborough Company
shall cease to operate the Railroads in conjunction with the
Manhattan Railroad, (in which event the compensation
shall be readjusted as hereinafter provided at the time such
joint operation is discontinued) a sum which shall be de-
termined as follows:
After the beginning of operation of any part of any
of the Railroads, the net profits upon all elevated lines
operated by the Interborough Company (the same includ-
31
ing the Railroads, the existing Manhattan Railroad, and
the railroads or additional tracks authorized by a certifi-
cate granted to the Manhattan Railway Company bearing
even date herewith which taken together are hereinafter
in this article referred ta as Company Lines) in excess of
the average annual net profits of the existing Manhattan
Railroad for the two years, one ending June 30, 1910, and
the other June 30, 1911, shall be ascertained and one-half
(1/2) of the amount remaining of the said excess of net
profits after deducting therefrom the rental for additionail
tracks (authorized by the Commission by certificate bear-
ing even date herewith) shall be deemed to be the com-
pensation payable to the City by the Interborough Com-
pany (in addition to said rental) under this certificate;
provided, however, that the total payment to the City
under both certificates shall not be less than the amount
of the aforesaid rental.
The said excess of net profits upon the Company Lines
shall be ascertained as follows:
From any and all income, increase or profits from what-
ever source derived, either directly or indirectly, by the
Interborough Company or on its behalf in any manner out
of or in connection with the operation of the Company
Lines (hereinafter referred to as the " revenue") the In-
terborough Company shall at the end of each quarter year
ending December 31, March 31, June 30 and September 30,
deduct:
(1) Taxes, if any, upon property actually and neces-
sarily used by the Interborough Company in the operation;
of the Company Lines, together with all taxes and other
governmental charges of every description (whether on
physical property, stock, securities, corporate or other
franchises or otherwise), assessed or which may hereafter
be assessed against the Interborough Company in connec-
tion with, or incident to, the operation of the Company
Lines. Also such assessments for benefits as are not prop-
32
erly chargeable to the actual cost of plant and structure
or actual cost of equipment.
(-2) Such rental, actually and necessarily payable by
the Interborough Company for the Manhattan Railroad or
for the use of property in connection with the Railroads,
under contracts or leases approved by the Commission, as
are not chargeable to operating expenses in the uni-
form system of accounts prescribed by the Commission,
including rental for additional tracks under the said cer-
tificate bearing even date herewith.
(3) All expenses, exclusive of maintenance, actually
and necessarily incurred by the Interborough Company in
the operation of the Company Lines.
(4) An amount equal to, twelve per centum (12%) of
the revenue for the maintenance, exclusive of depreciation
of the Company Lines. Said maintenance shall include the
repair and replacement of tracks and also parts of contin-
uous construction and parts of plant and structure and
equipment units but shall not include the replacement of
the principal parts of the plant and structure and equip-
ment, as such principal parts are from time to time speci-
fied and defined by the Commission. If , in any quarter year
such maintenance shall cost less than twelve per centum
(12%) of the revenue the unexpended balance shall be
transferred to the depreciation fund provided for in par-
agraph (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 ex-
cess may be withdrawn from or charged to such deprecia-
tion fund and applied to such maintenance.
(5) For the first year of operation an amount equal to
two per centum (2%) of the revenue for depreciation of
such portions of the Company Lines or their equipment
33
as are not retired or replaced through the expenditures
for maintenance provided for in paragraph 4 of this
article. Within thirty (30) days after the 30th day of
June following the beginning of operation and annually
thereafter the Commission and the Interborough Company
shall determine the amount of depreciation and excess
maintenance not covered by the amount set aside under the
preceding paragraph during the preceding fiscal year,
and the deductions for such year shall thereupon be
adjusted to conform with such determination. If within
such period the Commission and the Interborough Com-
pany are unable to agree upon the amount of deprecia-
tion during the preceding fiscal year, the amount thereof
shall thereupon be determined by arbitration or by the
court. The amount so determined shall be paid into a de-
preciation fund. Such fund shall be in the charge and
under the control of the Depreciation Fund Board. The cost
of all replacements of the principal parts (as such principal
parts are from time to time specified and defined by the
Commission) of the Company Lines and the equipment
thereof due either to wear and tear or obsolescence, in-
adequacy or age and also any excess in the cost of mainten-
ance as provided in paragraph 4 of this article shall be
paid from this fund. When any principal part of the Com-
pany Lines or the equipment thereof is retired or with-
drawn from service, an amount equal to its cost shall be
withdrawn from this fund and expended on new equip-
ment or new construction. Any salvage or proceeds on
any part so retired or withdrawn shall be paid into this
fund. Any amounts in such fund not currently needed for
the purposes herein specified shall be securely invested and
reinvested by the Dprciation Fund Board and all interest
and profits accruing therein shall be returned to the
revenue. The Depreciation Fund Board shall have the
right to sell investments to meet current needs and
for purposes of reinvestment. A permanent record of the
depreciation of each class of construction and equip-
34
ment (as such classes are from time to time defined or
specified by the Commission) shall be kept by the Inter-
borough Company in the form prescribed from time to time
by the Commission. At the expiration of the term or upon
earlier termination as hereinafter provided, any amount
in such fund accrued with respect to the plant and prop-
erty of the Railroads shall be paid to the City or to a new
grantee as may be directed by the Commission and the bal-
ance shall be paid to the Interborough Company.
(G) An amount to be retained by the Interborough
Company equal to one-quarter (14) of One Million Five
Hundred and Eighty-nine Thousand Three Hundred and
Forty-eight Dollars ($1,589,348) as representing the aver-
age net profits of the existing Manhattan Railroad for the
two years, one ending June 30, 1910, and the other June 30,
1911, provided, however, that if it should hereafter be de-
cided that either the Manhattan Railway Company, or the
Interborough Company is liable for the payment of the
Federal corporation tax upon the sum distributable to the
stockholders of the Manhattan Railway Company as a
dividend, the aforesaid amount shall be reduced to the
sum of One Million Five Hundred and Forty-seven Thou-
sand Three Hundred and Fifty-one Dollars ($1.547,351).
(7) An amount equal to one-quarter (i/4) of the annual
interest payable by the Interborough Company upon the
bonds issued to pay for the plant and property of the Rail-
roads and of the plant and property of the railroads or
additional tracks authorized by a certificate bearing even
date herewith granted to the Manhattan Railway Company,
together with a sum equal to one-quarter of one per centum
(i/i of 1%) upon such bonds, which latter amount shall be
set aside and with interest and accretions promptly and
securely invested and reinvested for the amortization of the
actual cost of the said plants and properties. Such
latter amount shall as promptly as possible be invested
35
ill bonds issued by the Inter-borough Company in
connection with its obligations under this certificate and
linger the certificate bearing even date herewith for addi-
tional tracks. Such bonds shall be acquired at the lowest
possible purchase price. Upon the completion of the amor-
tization of such bonds the payments provided for in this
paragraph shall cease and any balance in the Sinking
Fund shall be paid into the revenue.
The Interborough Company shall also be entitled to de-
duct an amount equal to one-quarter (*4) of the interest
actually and necessarily payable by the Interborough Com-
pany upon bonds issued by the Interborough Company
with the approval of the Public Service Commission for
the First District of the State of New York, for improve-
ments to power house, substations, transmission lines and
electrical apparatus required in connection therewith, now
forming part of and supplying the Company Lines, which
shall be necessary to provide additional power for the
operation of the Railroads (including trackage rights) and
the additional tracks authorized by certificate bearing even
date herewith.
(8) When the Interborough Company shall provide ad-
ditions (as the word additions is defined herein and in the
certificate for the additional tracks bearing even date
herewith) then an amount to be retained by the Inter-
borough Company equal to one-quarter (1/4) of the
annual interest payable by the Interborough Company
(or, in the event that the Interborough Company should
not borrow money for such purpose, then an amount equal
to one quarter (1/4) of the interest at the average rate pay-
able by the Interborough Company upon long term securi-
ties issued by it to carry out the purposes of this certificate)
upon the actual cost of each additional item together with
a sum equal to one-quarter of one per centum (14 of 1%)
of the actual cost of each additional item, which latter
amount shall be set aside and with interest and ac-
36
iTet'ions shall be promptly and securely invested and
reinvested for the amortization of the cost of such
additional item. Upon the completion of the amortiza-
tion of the actual cost of any additional item the payments
provided for in this paragraph in respect of such addi-
tional item shall cease and any balance in the sinking fund
.shall be paid into the revenue.
(9) After making all such payments the amount of
revenue remaining shall be the excess of net profits.
If in any quarter year the revenue shall be insufficient
to meet the various obligations and deductions referred to
above, the deficits shall be accumulated and payment of
.such deficits shall be thereafter made before deducting the
amounts required in the paragraph succeeding the para-
graph for the payment of the obligation or deductions as
to which there has been such deficit. Interest shall be pay-
able upon such deficits at the actual rate payable by the
Interborough Company, or in the event that the Interbor-
ough Company should not borrow money for the purpose
of paying such deficits then at the prevailing rate of in-
terest payable by the Interborough Company for short
term loans. Interest payable upon such deficits, if not paid
semi-annually, shall be added to, and form a part of, the
cumulative deficits.
The fund provided for in paragraph (5) above shall
he in the charge of and under the control and direc-
tion of a board to be known as the Depreciation Fund
Board and to be organized and constituted as fol-
lows: Before the beginning of operation of any part
of the Eailroads or additional tracks authorized under the
said certificate, the Commission and Interborough Company
shall each name an individual to be a member of such board.
Within thirty (30) days thereafter the Interborough Com-
pany and the Commission shall agree upon the t!:!r/l mem-
ber of such "board, or in the event of their failure to so agree
37
within such time, the third member, upon the jipplicatfois
either of the Commission or of the Interborough ( inpany r
shall be nominated in the same manner as is hereinafter
provided in the case of arbitration in Article XVI. 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 man-
ner as above provided in case of the original nomination.
Such Depreciation Fund Board shall administer the fund
provided for in paragraph (5) above and the members^
thereof shall serve for such period and receive as compen-
sation for their services such amount as may from time to
time be agreed upon by the Commission and the Inter-
borough Company, and such amount shall be included as-
part of the operating expenses referred to in paragraph 3
above. The Interborough Company shall also pay and in-
clude as part of the operating expenses referred to in para-
graph 3 above, the actual and necessary expenses of such
Depreciation Fund Board, including clerical and office ex-
penses.
In case the Interborough Company shall cease to operate
the Eailroads in conjunction with the Manhattan Railroad
the amounts to be paid by the Interborough Company as-
compensation under this certificate shall forthwith be re-
adjusted as herein provided.
The amounts to be paid by the Interborough Company as
aforesaid shall be payable to the City by the Interborough
Company on the 30th day of July, after the beginning of the
operation of any part of any of the railroads for the year
or portion of the year ending on the 30th of June imme-
diately preceding and upon the 30th day of July of each-
year thereafter for the preceding fiscal year. At the
time of each payment the Interborough Company
shall deliver to the Commission and to the Comp-
troller a statement, in the form and with details to be
prescribed by the Commission, showing the receipts and
expenditures for the preceding year or portion thereof.
Such statement shall be verified under oath by the officer
o'f the Interboroiigh Company having charge of its books
and accounts, or in case of his absence or disability, then
by its president or other chief officer or manager. The
'Commission and the Comptroller shall have the right to
verify any of the said statements by an examination of the
Interborough Company's books, records and memoranda
and an examination under oath of any of its officers or em-
ployees; and the Interborough Company hereby covenants
to submit to such examination and produce such books,
records and memoranda whenever and wherever they may
be required by the Commission or the Comptroller,
The amounts to be paid by the Interborough Company
as aforesaid shall be readjusted if and when the Inter-
borough Company shall cease to operate the Railroads in
-conjunction with the Manhattan Railroad, and shall there-
after be readjusted at intervals of twenty years. The an-
nual amounts to be paid by the Interborough Company for
each and every period of twenty years after such first
period shall be determined as follows, to wit: Each such
determination shall be had upon the application of either
the Interborough Company or the Commission. Such ap-
plication 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 Interborough Company
and the Commission shall agree upon the compensation
to be paid for the ensuing period, their determination shall
be expressed in writing, and, when approved by the Board
of Estimate, shall be binding upon both parties. If the
Interborough 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 each period as to the compensation to be
paid for the ensuing period, then the annual rate of com-
pensation for such succeeding twenty years' period shall
be reasonable; and the Commission and the Interborough
Company shall be bound, upon the request of either, to
submit the determination of such rate of compensation
39
to arbitration or to the Court, as herein provided in Ar-
ticle XVI. If in any case the annual rate for a succeed-
ing period shall not be fixed prior to the commencement
of the said period, the Interborough Company, shall pay
the annual rate for the preceding period until such time-
as the new rate shall be determined ; and upon the deter-
mination of the new rate the difference between the old and
the new rate shall be adjusted and paid between the parties..
Any and all payments to be made according to the terms
of this certificate by the Interborough Company shall not
be considered in any manner in the nature of a tax, but
such payments shall be made in addition to any and all
taxes, now or hereafter lawfully imposed by the State of
New York.
The City shall have a lien upon the authorizations or
licenses hereby granted and upon the real property of the'
Interborough Company forming part of the Eailroads, to-
secure the payment of such compensation.
In case of any failure to make such payment as herein
prescribed, the Hen aforesaid may be enforced by the Com-
mission by foreclosure or other proper proceeding and by
sale of such authorizations or licenses and real property.
The Commission may, in its own name or in the name-
and behalf of the City, bring action for specific performance-
or by mandamus or injunction or otherwise compel the per-
formance by the Interborough Company of the duties and!
obligations imposed upon it under the terms of this certifi-
cate. And the Commission may, in behalf or in the name
of the City, bring any action or proceedings to recover pos-
session of any part of the property of the City to be used
by the Interborough Company as aforesaid, or 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.
XIII
The authorizations or licenses hereby given for the Web-
40
:st-er Avenue Line, the Eighth Avenue and 162nd Street Con-
nection, the Queensboro Bridge Line and the West Farms
.Subway Connection are separate grants, and the City,
acting by the Commission or by such other board or
boards as may be thereunto empowered, may termi-
nate any such authorization or license and may pur-
chase and take the plant and property 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 part of
the line for which the authorization or license is so termi-
nated shall actually begin. In case it is determined to so
terminate any or all of the authorizations or licenses hereby
granted as hereinbefore provided, at least one year's notice
thereof in writing shall be given to the Interborough
Company.
Such right of termination shall, however, be upon con-
dition that the City shall pay an amount for said plant and
property as property excluding any value for the authori-
zation or license hereby granted, to be determined as
follows :
Upon termination as hereinbefore provided of the au-
thorization or license of any of the Railroads the City shall
pay as to the same, as follows :
(1) For the plant and property thereof (other than
-additions as hereinbefore defined) the percentage of the
actual cost of the plant and property (other than additions)
indicated in the following schedule:
Schedule
Percentage to
If terminated at 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
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
.63/75ths of 115
.62/75ths of 115
,61/75ths of 115
,60/75ths of 115
.59/75ths of 115
.58/75ths of 115
.57/75ths of 115
.56/75ths of 115
. 55/75 ths of 115
.54/75ths of 115
.53/75ths of 115
.52/75ths of 115
.51/75ths of 115
.50/75ths of 115
.49/75ths of 115
.48/75ths of 115
.47/75ths of 115
.46/75ths of 115
.45/75ths of 115
.44/75ths of 115
.43/75ths of 115
.42/75ths of 115
.41/75ths of 115
.40/75ths of 115
.39/75ths of 115
.38/75ths of 115
.37/75ths of 115
.36/75 ths of 115
35/75ths of 115
.34/75ths of 115
.33/75ths of 115
.32/75ths of 115
.31/75ths of 115
.30/75ths of 115
.29/75ths of 115
.28/75ths of 115
.27/75ths of 115
.26/75ths of 115
.25/75ths of 115
42
Percentage to
If terminated at be paid by
City
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
.. 24/75 ths of 115
23/75ths of 115
22/75ths of 115
21/75ths of 115
20/75ths of 115
19/75ths of 115
18/75ths of 115
..17/75ths of 115
16/75ths of 115
15/75ths of 115
14/75ths of 115
13/75ths of 115
12/75ths of 115
ll/75ths of 115
10/75ths of 115
9/75ths of 115
8/75ths of 115
7/75ths of 115
6/75ths of 115
5/75ths of 115
4/75ths of 115
3/75ths of 115
2/75ths of 115
l/75th of 115
(2) For additions, as the word additions is hereinbefore
denned, to the Eailroads, or to any of the Railroads as to
which the authorization or license is terminated, the per-
centage of the actual cost of such of said additions as may
have been completed or put in operation within less than
forty (40) years indicated in the schedule following ac-
cording to the age of each item as there indicated.
43
Schedule
Upon termination
Percentage to
be paid by
City
on provision 110.
1 year after provision 108.98863636
2 years " 107.93077925
3 " " " 106.82429135
4 " 105.66616697
5 " " 104.45637778
6 ' " 103.19016790
7 ' 101.86574900-
8 ' 100.48044509
9 ' " " 99.03145727
10 ' 97.51585797
11 ' 95.93058490
12 ' * 94.27243516
13 ' " 92.53805848
14 ' 90.72395065
15 " '* 88.82644632
16 " 86.84171162
17 " 84.76573667
18 " " 82.59432686
19 " 80.32309500
20 " 77.94745218
21 " 75.46259448
22 " 72.86351337
23 " " 70.14494556
24 '* 67.30140229
25 " 64.32713824
26 " 61.21614410
27 * " 57.96213419
28 ' 54.55853393
29 4 " 50.99846652
30 ' " " 47.27473898
31 ' " " 43.37982775
32 ' 39.30586320
33 ' " " 35.04461414
34 ' 30.58747088
35 ' " 25.92542798
36 " " 21.04906594
37 " " 15.94853233
38 " " 10.61352169
39 " 5.03325496
40 " .00000000
The above schedule is computed upon the basis of the
investment of the deduction from the revenue for amortiza-
tion provided for in paragraph (8) of Article XII in five
per cent, bonds of the Interborough Company at one hun-
dred and ten per centum (110%) and ten per cent.
44
has been added to each outstanding amount to cover
premiums that may be payable by the Interborough Com-
pany as a condition for calling in outstanding bonds. If
the amortization fund is invested at a more favorable rate
than that above assumed or if the premiums payable upon
outstanding bonds are less than ten per centum (10%)
then the amount to be paid by the City shall be correspond-
ingly reduced.
At the option of the City either at the expiration of a
full term of the grant or at the earlier termination thereof,
pursuant to notice as aforesaid, the Interborough Com-
pany 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 Interborough
Company which the City would have been required to pay
as aforesaid.
In case the City itself shall take over the plant and prop-
erty such payment shall be made by a City warrant drawn
by the Comptroller, or otherwise, as may then be provided
by law. In case the plant and property shall be taken over
directly by a new grantee such payment shall be made by a
certified check, drawn by such new grantee, to the order ot
the Interborough Company or by lawful money of the
United States of America.
If the amounts to be paid to the Interborough Company
at the expiration of a full term of a grant or upon any
such termination 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 incumbrances,
and the City or such new grantee shall pay to the Inter-
borough 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
45
to the City or to such new grantee in advance of payment
as aforesaid unless the City or such new grantee shall
give the Interborough Company a satisfactory bond or
bonds in an amount at least equal to the difference between
the actual cost of the plant and property and the amount
thereof that should be amortized as indicated in the sched-
ules contained herein and in addition an amount sufficient
adequately to protect the Interborough Company, which
latter amount, if not agreed upon by the Commission and
the Interborough Company, shall be determined by arbi-
tration or by the court.
Upon the expiration of a full term of the grant, or a
termination by notice as aforesaid, the Interborough Com-
pany shall execute and deliver such instruments as may be
either necessary or convenient 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.
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 representing the City as is now or may hereafter
be vested with the necessary 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, mort-
gages or other encumbrances whatsoever; and all right,
title and interest of the Interborough Company therein,
shall at once cease and determine.
In case the City shall terminate an authorization or
license or a portion thereof under the privileges herein re-
served all payments by way of compensation or otherwise,
applicable thereto, except for damages for failure to per-
form any covenants herein required to be performed by
the Interborough Company, shall cease upon the date of
such termination, and upon payment in full of all such com-
pensation up to the date of such termination the Interbor-
ough Company shall be relieved from any further payment
of such compensation in respect to such authorization or
license except as aforesaid.
46
It is the intention of the parties that the amount to Tse
paid for plant and property to be ascertained as herein-
before provided shall be the measure of any payment the
City may be called upon to make therefor, but in pursu-
ance of the provisions of Subdivision 1 of Section 34 of
the Rapid Transit Act, as it now exists, it is further pro-
vided that if at any time in ascertaining the amount to be
paid by the City as a condition of a termination of any
.authorization or license or portion thereof as herein pro-
vided or at the expiration of a full term, it shall be neces-
sary that a valuation of any plant, property, equipment,
^construction or any investment in any part thereof shall
be determined, such valuation shall in default of agreement
; be determined by arbitration or by the court
Upon the expiration of a full term of any authorization
or license fixed herein, the authorization or license shall end
-and upon such termination thereof all the rights of prop-
erty of the Interborough Company in the streets, avenues,
parkways, highways and public places shall cease and ter-
minate without compensation, and further, upon such ex-
piration, the plant and property, together with the appurte-
nances thereto of the Interborough Company constructed
pursuant to this certificate, except additions as hereinbefore
defined, shall be and become the property of the City with-
out further or other compensation to the Interborough Com-
pany, and additions as hereinbefore defined shall be and
become the property of the City on its paying to the Inter-
borough Company for such of said additions as may have
been completed or put in operation within less than forty
(40) years the percentage of the actual cost of said addi-
tions 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
I f on provision 100.
1 year after provision 99.08057851
2 years " " 98.11889023
3 " " 97.11299214
4 " " 96.06085179
5 " " 94.96034344
6 " ' 93.80924355
7 " ' 92.60522636
8 " ' 91.34585917
9 " ' 90.02859752
10 " ' 88.65077997
11 " ' 87.20962264
12 " ' 85.70221378
13 " ' 84.12550771
14 " ' 82.47631877
15 " ' 80.75131484
16 " ' 78.94701062
17 " ' 77.05976061
18 " ' 75.08575169
19 " ' 73.02099545
20 " ' 70.86132016
21 " ' 68.60236225
22 " ' 66.23955761
23 " ' 63.76813233
24 ' ' 61.18309299
25 ' ' 58.47921658
26 ' ' 55.65104009
27 ' ' 52.69284926
28 ' ' 49.59866721
29 ' ' 46.36224229
30 ' ' 42.97703544
31 ' ' 39.43620703
32 ' ' 35.73260291
33 " ' 31.85874013
34 " ' 27.80679171
35 " ' 23.56857089
36 ' ' 19.13551449
37 ' ' 14.49866575
38 ' ' 9.64865608
39 ' " 4.57568624
40 ' " .00000000
The above schedule is computed upon the basis of the
investment of the deductions from the revenue for amorti-
zation provided for in paragraph (8) of Article XII in
five per cent, bonds of the Interborough Company at one
hundred and ten per centum (110%). If the amortization
fund is invested at a more favorable rate than that above
assumed then the amount to be paid by the City shall be
correspondingly reduced.
If the Interborough Company shall provide in connec-
tion with the Webster Avenue Line and the Eighth Avenue
and 162nd Street Connection and in connection with the
municipal railroad on White Plains Road (with which the
Webster Avenue Line will connect) and in connection with
the municipal railroad on Jerome Avenue (with which the
Eighth Avenue and 162nd Street Connection will connect)
terminals, storage yards or shops located upon White
Plains Road and Jerome Avenue which shall be used
in connection with those lines and such municipal lines
and the Manhattan Railroad or other lines of rapid
transit railroad operated or to be operated by the
Interborough Company, upon the expiration or earlier
termination of the authorization and licenses hereby
granted, the Interborough Company shall provide the City,
or any firm, individual or corporation with whom or with
which the City may enter into an agreement with respect
to the operation of the Webster Avenue Line or the Eighth
Avenue and 162nd Street Connection, or the municipal rail-
roads on White Plains Road and Jerome Avenue, the use of
so much of the said terminals as may be necessary to serve
the equipment (as the word equipment is herein defined)
exclusively provided for the Webster Avenue Line or the
Eighth Avenue and 162nd Street Connection and such mu-
nicipal railroads. The terms shall be reasonable, and if
not agreed upon by the parties, shall be settled by arbitra-
tion or by the court in the manner provided in Article XVI.
If the Irfterborough Company shall so provide such ter-
minals, storage yards or shops the City shall upon terminat-
ing the authorization or license for the Webster Ave-
nue Line and the Eighth Avenue and 162nd Street
49
Connection permit the Interborough Company or its
assignee or lessor for a period equal to the then un-
expired term of the authorization or license (if it
had not been so terminated) to use the plant and
structure of the Webster Avenue Line and the Eighth
Avenue and 162nd Street Connection in connection with
rights reserved over the municipal railroads on White
Plains Road and Jerome Avenue under the terms of the
contract between The City of New York and the Interbor-
ough Company for the operation of such municipal rail-
roads to reach such terminals, storage yards or shops. Such
use of the plant and structure of the Webster Avenue and
the Eighth Avenue and 162nd Street Connection shall be
solely for the purpose of reaching such terminals or storage
yards and the Interborough Company shall not transport
passengers or freight for hire over such lines. In no event
shall the use of such plants and structures of such lines
for such purposes interfere with their necessary use for
passenger transportation. The Interborough Company
shall pay to the City or any new lessee a reasonable com-
pensation for such use of the plants and structures of such
lines for such purpose, which if not agreed upon by the
Commission, with the approval of the Board of Estimate,
and the Lessee, shall be determined by arbitration or by
the Court in the manner provided in Article XVI.
XVI
In case it shall be necessary to submit to arbitration any
question 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 fol-
lows: Either the City, acting by the Commission, or
the Interborough Company may give written notice
to the other that it requires the matter arising thereun-
der to be submitted to arbitration, and shall at the same
time name an arbitrator, and accompany the notice by a
50
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 nomination to the other party, the
notice to be accompanied by a written 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. Upon
the appointment of the second arbitrator the Com-
mission and the Interborough Company shall there-
upon 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 arbitrator 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 the Commission or the Interborough Com-
pany to make such nomination, the said Chief Judge
shall decline or fail to make a nomination, then an arbi-
trator shall be named upon the request of the Commission
or the Interborough Company within a period of fifteen
(15) days by any Associate Judge of said Court of Appeals
in the order of seniority ; or, if within said period said
judges shall decline or fail to make a nomination, then the
third arbitrator shall be nominated by the President or
Acting President for the time being of the Chamber of
Commerce of the State of New York. The arbitrators
shall hear the parties and their counsel or any statements
or evidence which the parties or either of them desire i<>
submit. Either party may upon two (2) days' notice to
the other bring on the subject in dispute for hearing be-
fore the arbitrators. Within thirty days after such hear-
ing commences, unless such time shall be extended for good
cause by written order of the arbitrators or a majority of
them, the arbitrators shall make their determination in
writing in duplicate, one to be delivered to the Com-
51
mission and the other to the Interborough Com-
pany. In case any vacancy shall at any time occur
by reason of the death, resignation or inability to
serve of any arbitrator, his successor shall be nominated
in the same manner and within the same times (during
which times the other periods of time prescribed for in the
course of the arbitration shall be suspended) as above pro-
vided for in the case of the original nomination of such ar-
bitrator, and in case the successor arbitrator shall not be
nominated within such times the remaining arbitrator or
arbitrators shall be the sole arbitrator or arbitrators.
Any determination by a majority of the arbitrators
shall be final and conclusive. Every such arbitra-
tor shall be deemed to be employed both by the City
and the Interborough Company. The fees and ex-
penses of 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 no assess-
ments so made shall be charged to the actual cost of equip-
ment, the actual cost of plant and structure or to operat-
ing expenses. Every such arbitrator shall, before
proceeding to consider the matter, be sworn as near
as may be in the same manner as referees in actions at
law are required to be sworn. Provided, however, that if in
any case, or for any reason an arbitration cannot validly be
had as aforesaid, then the City or the Interborough Com-
pany, if in no way responsible for the failure of the arbitra-
tion, may bring such action, suit or proceeding as either of
them may be adivsed for the purpose of determining any
of the matters for which an arbitration is herein provided.
XVII
The authorizations or licenses hereby granted may be
enjoyed, as well by the Interborough Company itself, as by
52
any lessee, grantee, assignee, transferee or successor there-
of ; and the Interborough Company shall have the right to
.grant, convey, assign, transfer or mortgage the authoriza-
tions or licenses hereby granted, provided, however, that
every grantee, assignee, or transferee thereof, not includ-
ing, 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 be-
fore 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 Interborough
Company, and no such grant, conveyance, transfer lease or
assignment and no mortgage hereafter made covering the
authorizations or licenses hereby granted shall relieve the
Interborough Company of its obligations hereunder or be
valid unless the same shall have been approved by the
'Commission.
And provided further that, in case the Interborough
Company or any successor or future owner of any of the
authorizations or licenses shall be consolidated with or
merged into any other x?orporation the obligations of the
Interborough Company or such successor or future owner
liereunder 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 agree-
ment shall not so provide, then if and when such new con-
solidated or merging corporation shall in writing expressly
assume such obligations it being the express intention of
this instrument that no change in the incorporation of the
Interborough Company or of any such successor or future
owner or in the ownership or control of the authorizations
53
or licenses hereby granted, or of any of them shall diminish
or affect the obligations of the holder of the same.
XVIII
The Commission in view of this certificate and in con-
junction therewith, has awarded or may award, subject to-
the approval of the Board of Estimate,
(1) to the Manhattan Railway Company, being the-
lessor of the Interborough Company, a certificate of
even date herewith authorizing additional tracks onr
Second Avenue, Third Avenue and Ninth Avenue,
mainly in the Borough of Manhattan, City of New
York, and
(2) to the Interborough Company 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 Seventh
Avenue-Lexington Avenue Line, Eastern Parkway
Line, Steinway Tunnel Line and White Plains Road
Line as in said contract described,
and certain consents are or may be necessary to be pro-
cured under the terms of such certificate in order that the
said Manhattan Railway Company may have the right to
construct, maintain and operate railroads therein described :
It is now agreed, therefore, that if said certificate or
contract shall not take effect or if the said Manhattan
Railway Company shall be released from such certificate
through failure to procure any such consents then this
certificate hereby granted shall become null and void and
all rights given hereby to the Interborough Company and
all of its obligations hereunder shall cease and determine.
54
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 day of February, 1913.
PUBLIC SERVICE COMMISSION FOR THE FIRST DISTRICT
By
Chairman
Attest:
STATE OF NEW YORK.)
ss *~
County of New York,J
On this day of February, 1913, in the City of
New York, in said county, before me personally appeared
William E. Willcox and Travis H. Whitney, each to me
known and known to me to-be the said William E. Willcox r
the Chairman, and the said Travis H. Whitney, the Secre-
tary of the Public Service Commission for the First Dis-
trict, and the said William E. Willcox and Travis H. Whit-
ney, being by me duly sworn did depose and say, each for
himself and not one for the other, the said William E.
Willcox, that he resides in the Borough of Manhattan, in-
the said City ; that he is th# Chairman of the said Commis-
sion, and that he subscribed his name to the foregoing cer-
tificate 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 William E. Willcox
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.
The Interborough Eapid Transit Company hereby
accepts the foregoing certificate and all the terms, condi-
tions and requirements thereof.
Dated, New York, February , 1913.
INTEBBOBOUGH EAPID TRANSIT COMPANY
President
Attest:
Secretary
57
STATE OF NEW YORK.)
o o
County of New YorkJ
On the day of February, 1913, in the City of
York, before me personally came
and
to me known and known to note respectively to be the said
, the President, and the
said , the Secretary,
of Interborough Eapid Transit Company, and being by me
duly sworn, they did depose and say, each for himself and
not one for the other, the said
that he resided at , in the State
of New York, and was the President of the Interborough
Eapid Transit Company, the corporation named in and
which executed the foregoing acceptance, and that he sub-
scribed his name to the foregoing acceptance by the author-
ity of the Board of Directors thereof ; and the said
, that he resided in the
, in the State of New
York; that he was Secretary of the said Interborough
Rapid Transit Company and subscribed his name to the
foregoing acceptance by like authority; and both the said
and the said
, that they knew
the seal of the said Interborough Eapid Transit Company ;
that the seal affixed to such acceptance was such seal, and
that the same was affixed to the foregoing acceptance by
authority of the Board of Directors of the said Inter-
borough Eapid Transit Company and pursuant to a resolu-
tion adopted by the said Board.
58
THE CITY OF NEW YORK,
BY THE PUBLIC SERVICE COMMISSION
FOR THE FIRST DISTRICT,
WITH
Interboroiigh Rapid Transit Company
LESSEE AND GRANTEE
SUPPLEMENTARY AGREEMENT
TRACKAGE RIGHTS
SEVENTH AVENUE-LEXINGTON AVENUE LINE,
WHITE PLAINS ROAD LINE AND
STEINWAY TUNNEL LINE
Dated March 19th, 1913
The City ol New York, b y the Public service
Commission for the First District
WITH
Interborongh Rapid Transit Company
LESSEE AND GRANTEE
SUPPLEMENTARY AGREEMENT
TRACKAGE RIGHTS
SEVENTH-LEXINGTON AVENUE LINE
WHITE PLAINS ROAD LINE
STEINWAY TUNNEL LINE
March 19, 1913
[NoiE. Marginal notes, running headlines, table of contents and index do
not form part of contract.]
TABLE OF CONTENTS
PAGE
Recitals !
I. Grant of Trackage Rights over Portions of Routes Described :
Subdivision II of Lexington Avenue Branch 3
White Plains Road Line 4
Steinway Tunnel Line 4
Period of Grant 5
II. Operation by Grantee before Lessee is Ready 6
III. Joint Operation by Grantee with New York Municipal Railway
Corporation 8
IV. Joint Operation by Grantee and Lessee 8
V. Expenses Borne by Each Operator 10
VI. Joint Operation by Grantee, Lessee and New York Municipal
Railway Corporation 10
VII. Rental Charged Grantee by Lessee during Joint Operation 11
VIII. Rental during Joint Operation with New York Municipal Rail-
way Corporation 12
IX. Intent of Agreement 13
X. Modification 14
XI. Arbitration 14
XII. Binding Effect as to Successors and Assigns 14
Testimonium 15
Approval of Corporation Counsel 16
Acknowledgments 17, 18
'
RECITALS
AGREEMENT made this 19th day of March Parties
1913, between THE CITY OF NEW YORK, here-
inafter called the "City", acting by the
PUBLIC SERVICE COMMISSION FOR THE FIRST DIS-
TRICT, hereinafter called the "Commission", party
of the first part, and INTERBOROUGH RAPID TRANSIT
COMPANY, a corporation existing under the laws
of the State of New York, hereinafter called the
" Interborough Company", as Grantee under the
Certificate hereinafter mentioned and as Lessee
under the Subway Contract hereinafter men-
tioned, party of the second part.
WHEREAS the City, acting by the Commission, Subway
and the Interborough Company have entered or Contract
are about to enter into a certain contract for the
construction by the City and for the equipment,
maintenance and operation by the Interborough
Company of certain additional or proposed rapid
transit railroads described in said contract and
known and hereinafter referred to as the Seventh
Avenue-Lexington Avenue Line, Eastern Park-
way Line, Steinway Tunnel Line and White
Plains Road Line, in conjunction with the exist-
ing Manhattan-Bronx and Brooklyn-Manhattan
Rapid Transit Railroads now operated by the
Interborough Company, which said contract is
hereinafter called the "Subway Contract" and to
which reference is hereby made as if the same
were herein fully set forth, the Interborough
Company as Lessee under the Subway Contract
being hereinafter called the "Lessee"; and
WHEREAS the Interborough Company is the Existing
operator and lessee of all the railroads, property, Ri s ht &
rights and franchises of the Manhattan Railway perate
Company, a corporation existing under the laws
of the State of New York, which said railroads
are hereinafter called the "Manhattan Rail-
RECITALS
Elevated
Extensions
Reserva-
tions in
Subway
Contract
Reserva-
tions in
Extension
Certificate
road", and the Commission lias issued or is
about to issue to the Interbo rough. Company a
certificate for the construction, maintenance and
operation of certain railroads described in
said certificate and known and hereinafter
referred to as the Webster Avenue Line, Eighth
Avenue and 162nd Street Connection, Queens-
boro Bridge Line and West Farms Subway Con-
nection, which said certificate is hereinafter
called the "Certificate" and to which reference
is hereby made as if the same were herein fully
set forth, the Interborough Company as grantee
under the Certificate being hereinafter called the
"Grantee"; and
WHEREAS the Subway Contract provides that
the City reserves the right for the Lessee, as the
operator and lessee of the Manhattan Eailroad,
and for the successors and assigns of the Lessee,
to use the tracks, structures and line equip-
ment of Subdivision II of the Lexington Ave-
nue Branch of the Seventh Avenue-Lexington
Avenue Line, of the White Plains Eoad Line,
of the Queensboro Bridge Plaza portion of
Subdivision II of the Steinway Tunnel Line
and of Subdivisions III, IV and V of the
Steinway Tunnel Line or of any of them, or
of any Extensions thereof, and the Certificate
also provides, in Article IX thereof, that the City
agrees to provide the Grantee with trackage
rig] its over such parts of such municipal rail-
roads, and over any extensions of such parts, and
that the Grantee agrees to operate over such
parts in conjunction with the Railroads author-
ized by the Certificate to the end that through
service may be provided over such parts, over
such Railroads and over the Manhattan Railroad,
the terms and conditions for such use to be rea-
sonable and as may be agreed upon between the
TRACKAGE EIGHTS
Commission, the Lessee and Grantee, and to be Provision
embodied in a written agreement, supplementary
to the Subway Contract, between the City, acting Agreement
by the Commission, the Lessee and Grantee ; and
WHEREAS the Commission, the Lessee and
Grantee have agreed upon such terms and condi-
tions as are hereinafter embodied in this agree-
ment,
NOW, THEREFORE, THIS AGREEMENT WITNESSETH Agreement
that the City, acting by the Commission, the
Lessee and Grantee hereby mutually agree as
follows :
ARTICLE FIRST: The City and the Lessee agree
that the Grantee, its successors and assigns, shall
have, and hereby grant to the Grantee and to its
successors and assigns, the right to use the tracks, Grant of
structures and line equipment of a portion of
Subdivision II of the Lexington Avenue Branch
of the Seventh Avenue-Lexington Avenue Line,
of a portion of the White Plains Road Line,
of the Queensboro Bridge Plaza portion of Sub
division II of the Steinway Tunnel Line and of
Subdivisions III, IV and V of the Steinway Tun-
nel Line or of any of them, for the purpose of
operating its or their trains and cars thereon in
conjunction with the Railroads authorized by the
Certificate, to the end that through service may Through
be provided over such portions, over such Rail- service
roads and, so long as the Grantee, its successors
or assigns, shall operate the Manhattan Railroad,
over such Manhattan Railroad.
The portion of Subdivision II of the Lexington Lexington
Avenue Branch of the Seventh Avenue-Lexing-
ton Avenue Line upon which such trackage rights
are granted is described as follows:
ROUTES DESCRIBED
Lexington
Avenue
Branch
White
Plains
Road Line
Steinway
Tunnel
Line
Beginning at a point in the Borough of
The Bronx in River Avenue near 162nd
Street and extending thence northerly over
and along River Avenue to Jerome Avenue
and thence continuing northerly over and
along Jerome Avenue and reservoir property
to a point in Jerome Avenue at or near
Woodlawn Road.
The portion of the White Plains Road Line
upon which such trackage rights are granted is
described as follows :
Beginning at a point in the Borough of The
Bronx in White Plains Road near Gun Hill
Road and thence continuing northerly over
and along White Plains Road to its intersec-
tion with East Two Hundred and Forty-first
Street or Becker Avenue.
The Queensboro Bridge Plaza portion of Sub-
division II of the Steinway Tunnel Line and Sub-
divisions III, IV and V of the Steinway Tunnel
Line upon which such trackage rights are granted
are described as follows:
Beginning at a point in the Queensboro
Bridge Plaza in the Borough of Queens at or
near the easterly building line of Ely Avenue,
thence continuing easterly over the Queens-
boro Bridge Plaza to a point at or about the
Queensboro Bridge Plaza and Jackson Ave-
nue where the line divides, one line curving
southeasterly over the Queensboro Bridge
Plaza and crossing over Jackson Avenue
to the Queens Boulevard, thence continu-
ing southeasterly and easterly over and
along the Queens Boulevard to a point
at or near Grosman Avenue, thence curving
northeasterly over the Queens Boulevard to
PERIOD OF GRANT
Greenpoint Avenue, thence continuing north-
easterly over and along Greenpoint Avenue
to Skillman Avenue and thence continuing in Steinway
a general easterly direction over Skillman LUW
Avenue and Woodside Avenue to Eoosevelt
Avenue, and thence continuing easterly over
and along Eoosevelt Avenue to Sycamore
Avenue; and the other of said lines curving
northeasterly over the Queensboro Bridge
Plaza to a point in Jackson Avenue at or
near Skillman Place, thence continuing north-
easterly over and along Jackson Avenue to
Second (formerly Debevoise) Avenue and
thence continuing northerly over and along
Second Avenue to a point at or near Ditmars
Avenue.
The trackage rights for that portion of Sub- Period for
division II of the Lexington Avenue Branch of Bright?"
the Seventh Avenue-Lexington Avenue Line are granted
above described shall continue from the date
when such portion or any part thereof shall
be ready for operation until the expiration
or earlier termination of the Subway Con-
tract as to the Seventh Avenue-Lexington
Avenue Line unless the grant given by the
Certificate for the Eighth Avenue and 162d
Street Connection shall be terminated prior to
the expiration or termination of the Subway
Contract as to the Seventh Avenue-Lexington
Avenue Line, and in that event until the termina-
tion of such grant.
The trackage rights for that portion of the Period of
White Plans Eoad Line above described shall grant
continue from the date when such portion or any
part thereof shall be ready for operation until the
expiration or earlier termination of the Subway
Contract as to the White Plains Eoad Line unless
the grant given by the Certificate for the Webster
OPERATION BY GRANTEE
Period of
grant
Operation
by Grantee
Before
Lessee is
Ready
Compensa-
tion
For use of
Seventh-
Lexington
Avenue
Line
Avenue Line shall be terminated prior to the
expiration or termination of the Subway Contract
as to the White Plains Eoad Line, and in that
event until the termination of such grant.
The trackage rights for the Queensboro Bridge
Plaza portion of Subdivision II of the Steinway
Tunnel Line and Subdivisions III, IV and V of
the Steinway Tunnel Line shall continue from the
date when such lines or any portion thereof shall
be ready for operation until the expiration or
earlier termination of the Subway Contract as to
the Steinway Tunnel Line unless the grant given
by the Certificate for the Queensboro Bridge Line
shall be terminated prior to the expiration or
termination of the Subway Contract as to the
Steinway Tunnel Line, and in that event until the
termination of such grant.
ARTICLE SECOND: In the event that any of
such portions of the municipal railroads de-
scribed in Article First hereof shall be ready for
operation and the Grantee shall be ready
to operate the same in conjunction with
the Railroads authorized by the Certificate
prior to the time when the Lessee shall be ready
to operate such portion or portions, then the
Grantee shall, until the Lessee shall begin to oper-
ate such portion or portions, maintain and operate
such portion or portions in conjunction with
such Railroads and shall collect all fares and
other revenue therefrom, and shall pay all ex-
penses of operation enumerated in Articles
Fourth and Fifth hereof, and shall credit to the
Lessee at monthly intervals as compensation for
the use of such portion or portions the following
sums :
(a) As compensation for the use of such
portion or portions of the Seventh Avenue-Lex-
ington Avenue Line and of the White Plains
OPERATION BY GBANTEE
Eoad Line a sum equal to one-twelfth of six per For use of
centum (1/12 of 6%) of four-tenths (4/10) of p^
the cost of construction and cost of equipment Road Line
(exclusive of rolling stock and that portion of
Equipment required for the generation, trans-
mission, conversion and distribution of power up
to the contact rails and the local lighting and
power circuits) of such portion or portions.
(b) As compensation for the use of such F r . use of
portion or portions of the Steinway Tunnel Tunnel
Line a sum equal to one-twelfth of six per Line
centum (1/12 of 6%) of one-quarter of the cost
of construction and cost of equipment (exclusive
of rolling stock and that portion of Equipment
required for the generation, transmission, con-
version and distribution of power up to the con-
tact rails and the local lighting and power cir-
cuits) of such portion or portions, except that
one-half of such sum to be credited as compensa-
tion on account of one-quarter of the cost of
construction shall be credited only for such
months as the revenue of the Grantee as defined
in Article XII of the Certificate shall exceed the
amount of the deductions specified in Paragraphs
1 to 8, inclusive, of said Article XII, and then
only up to the amount of such excess; but any
deficits in the payment of such one-half shall be Deficits
cumulative and shall bear simple interest and
shall be credited to the Lessee whenever the ex-
cess of such revenue over such deductions shall
permit before any payment is made to the City
under said Article XII.
Such cost of construction and cost of equip- Cost of
ment shall be determined in the manner provided c . onstru c-
^ o -u n tlon and
in the Subway Contract. equipment
The Grantee shall, solely at its own cost and D Uty O f
expense, during the period when it shall so main- Grantee as
tain and operate such portion or portions of such in
municipal railroads, keep such portion or portions
JOINT OPERATION
Mainte-
nance
Joint
Operation
with New
York Mu-
nicipal
Railway
Corpora-
tion
Division of
Revenue be-
tween
Lessee and
Grantee
Ton
mileage
and the Equipment therefor and each and every
part thereof in thorough repair and shall restore
and replace every part thereof which may wear
out so that at the end of said period such portion
or portions shall be in as thoroughly good and
solid condition as at the beginning of such period,
reasonable wear and tear excepted.
ARTICLE THIRD: If the Grantee in the event
specified in Article Second hereof shall operate
such portion or portions of the Steinway Tunnel
Line jointly with the New York Municipal Rail-
way Corporation pursuant to a certain supple-
mentary agreement entered or about to be en-
tered into between the City, acting by the Com-
mission, Interborongh Company and the said
New York Municipal Railway Corporation, prior
to operation thereon by the Lessee, the Grantee
shall receive all the revenue and payments (ex-
cept the rentals specified in Articles Eighth,
Ninth and Tenth of said supplementary agree-
ment) and make all the payments which the In-
terborough Company is to receive or make under
said supplementary agreement, crediting com-
pensation for the use of such portion or portions
to the Lessee as provided in Article Second
hereof.
ARTICLE FOURTH : After the beginning and dur-
ing the continuance of joint operation by the
Lessee and Grantee on any of such portions
of the municipal railroads described in Arti-
cle First, the Lessee shall collect all fares
and other train revenue (except advertising) and
all station revenue of such portion or portions
operated jointly and shall credit to the Grantee at
monthly intervals such proportion of the same as
the ton mileage of the Grantee's train service on
such portion or portions during the preceding
month shall bear to the combined ton mileage of
BEVENUES AND EXPENSES
the train service of both the Lessee and the Gran- Expenses
tee on such portion or portions during such pre- ^Grante
ceding month, and shall charge to the Grantee at
monthly intervals the same proportion of the fol-
lowing expenses :
(a) All rentals actually and necessarily Ren tais
payable by the Lessee for the use of property
in connection with the tracks, structures and
line equipment (as line equipment is denned
in paragraph (c) of this Article) of such
portion or portions under contracts or leases
approved by the Commission and not charge-
able to operating expenses.
(b) Taxes, if any, on property actually Taxes
and necessarily used in the operation of such
portion or portions, together with taxes and
other governmental charges of every descrip-
tion assessed or which may hereafter be as-
sessed against the Lessee in connection with
or incident to the operation of such portion
or portions exclusive of taxes on rolling stock
and on that portion of Equipment required
for generation, transmission, conversion and
distribution of power up to the contact rails
and the local lighting and power circuits.
(c) Maintenance (including depreciation) Mainte-
of tracks, structures and line equipment,
such line equipment being defined as all tion
Equipment belonging to such portion or por-
tions exclusive of rolling stock and that por-
tion of Equipment required for generation,
transmission, conversion and distribution of
power up to the contact rails and the local
lighting and power circuits.
(d) Cost of powder supplied by the Lessee, Cost of
which shall be charged at the actual cost pS
without profit, but including taxes, interest, Lessee
9
REVENUES AXD EXPENSES
r sup-
plied by
Lessee
Expense of
["are Col-
lection, etc.
Damages
for acci-
dents
General
expenses
\\ a.ues of
train
crews, etc.
During
joint opera-
tion with
New York
Municipal
Railway
Corpora-
tion
amortization and depreciation on that por-
tion of the Equipment and Existing Equip-
ment (as denned in the Subway Contract)
required for the generation, transmission,
conversion and distribution of power up to
the contact rails and the local lighting and
power circuits.
(e) All expenses in connection with the col-
lection of fares and other train revenue at
stations.
(f) Damages for accidents to persons or
property (including personal injury claims)
occurring on such portion or portions.
(g) General expenses, which for the pur-
poses of this Article shall be taken as ten
per centum (10%) of each of the preceding
items (a), (b), (c), (d), (e) and (f).
ARTICLE FIFTH : The Lessee and Grantee,
after the beginning and during the continuance
of such joint operation by the Lessee and Grantee
on any of such portions of such municipal rail-
roads, shall each bear the following expenses in
connection with its own operation over such por-
tion or portions operated jointly:
Wages of train crews and other em-
ployees engaged exclusively in conducting its
train service and the cost of labor and mate-
rials required in the care and maintenance
of its cars.
ARTICLE SIXTH : After the beginning and dur-
ing the continuance of joint operation by the
Lessee and Grantee and the New York Municipal
Railway Corporation pursuant to said sup-
plementary agreement entered or about to be en-
tered into between the City, the Interborough
Company and the New York Municipal Railway
10
RENTAL
Corporation, of any portion or portions of the
Steinway Tunnel Line, the procedure as to di-
vision of the revenue and expenses mentioned in Division of
revenue
Articles Fourth and Fifth hereof between the and
Lessee and Grantee in respect to such portion or expenses
portions of the Steinway Tunnel Line operated
jointly by the Lessee, Grantee and said New York
Municipal Eailway Corporation shall be the same
as prescribed in Articles Fourth and Fifth
hereof, except that such revenue and expenses
shall be deemed to be that portion of the revenue
and expenses not belonging to or chargeable
against the New York Municipal Railway Cor-
poration under the terms of said supplementary
agreement.
ARTICLE SEVENTH : At the end of each quarter Rental
year ending March 31st, June 30th, September Q h r a a r n g t ^ t
30th and December 31st, after the beginning and Lessee
during the continuance of such joint operation
by the Lessee and Grantee on any of such por-
tions of the Seventh Avenue-Lexington Avenue
Line and of the White Plains Eoad Line, the
Lessee shall charge the Grantee with an amount
as rental equal to one-quarter of six per centum
(i/4 of 6%) on such proportion of the cost
of construction and cost of equipment (ex-
clusive of rolling stock and that portion of
Equipment required for the generation, trans-
mission, conversion and distribution of power up
to the contact rails and the local lighting and
power circuits) of such portion or portions of
such municipal railroads operated jointly as the
ton mileage operated by the Grantee on such por- Relative
tion or portions during such quarter year bears ton mileage
to the total ton mileage operated by both the quarter-year
Lessee and Grantee on such portion or portions
during such quarter-year.
At the end of each quarter-year ending March
31st, June 30th, September 30th and December
11
EEXTAL
Rental on
Steimvay
Tunnel
Line
Deficits
Cumulative
Cost of
construction
and equip-
ment
31st, after the beginning and during the continu-
ance of such joint operation by the Lessee and
Grantee on any portion or portions of the
Steinway Tunnel Line, except as provided in
Article Eighth, the Lessee shall charge the
Grantee with an amount as rental equal to one-
quarter of six per centum (14 of 6%) on such pro-
portion of the cost of construction and cost of
equipment (exclusive of rolling stock and that
portion of Equipment required for the genera-
tion, transmission, conversion and distribution of
power up to the contact rails and the local light-
ing and power circuits) of such portion or por-
tions of the Steinway Tunnel Line operated
jointly as the ton mileage operated by the
Grantee on such portion or portions during such
quarter-year bears to the total ton mileage oper-
ated by both the Lessee and Grantee on such
portion or portions during such quarter year, ex-
cept that one-half of such amount chargeable to
the Grantee as rental on account of the cost of
construction of such portion or portions shall be
charged only for such quarter years as the reve-
nue of the Grantee as defined in Article XII of
the Certificate shall exceed the amount of the
deductions specified in paragraphs 1 to 8, in-
clusive, of said Article XII, and then only up to
the amount of such excess ; but any deficits in the
payment of such one-half shall be cumulative and
shall bear simple interest and shall be charged to
the Grantee whenever the excess of such revenue
over such deductions shall permit before any
payment is made to the City under said Arti-
cle XII.
Such costs of construction and costs of equip-
ment shall be determined in the manner provided
in the Subwaj 7 Contract.
ARTICLE EIGHTH: At the end of each quarter
year ending March 31st, June 30th, September
12
KENTAL
30th and December 31st, after the beginning and
during the continuance of joint operation by the Ren . tal
Lessee and Grantee and the New York Municipal j<Jlnt
Railway Corporation pursuant to said supple- tion with
A 1, J. , J NeW Y rk
mentary agreement entered or about to be entered Municipal
into between the City, Interborough Company and Railway
said New York Municipal Railway Corporation, of
any portion or portions of the Steinway Tunnel
Line, the Lessee shall charge the Grantee with an
amount as rental equal to one-quarter of six per
centum (*4 of 6%) of such proportion of one-
half (y 2 ) the cost of construction and cost of
equipment (exclusive of rolling stock and that
portion of Equipment required for the genera-
tion, transmission, conversion and distribution of
power up to the contact rails and the local light-
ing and power circuits) of such portion or por-
tions as the ton mileage operated by the Grantee
on such portion or portions during such quarter
year bears to the total ton mileage operated by
both the Lessee and Grantee on such portion or
portions during such quarter year, except that
one-half of such amount chargeable as rental on
account of the cost of construction shall be
charged only for such quarter years as the reve-
nue of the Grantee as defined in Article XII of
the Certificate shall exceed the amount of the de-
ductions specified in paragraphs 1 to 8, inclusive,
of said Article XII, and then only up to the
amount of such excess ; but any deficits in the
payment of such one-half shall be cumulative and
shall bear simple interest and shall be charged to
the Grantee whenever the excess of such revenue
over such deductions shall permit before any
payment is made to the City under said Article
XII. Such cost of construction and cost of equip-
ment shall be determined in the manner provided
in the Subway Contract.
ARTICLE NINTH : It is the intent of this agree- Intent of
agreement
13
INTENT OF AGREEMENT
ment to permit the Lessee and Grantee each to
conduct such a service over the lines operated
intent of jointly as may be required for its traffic, subject,
in the case of such portion or portions of the
Steinway Tunnel Line, to the rights of said New
York Municipal Eailway Corporation under said
supplementary agreement above mentioned, and
to provide that so far as possible each shall pay
directly the operating expenses incurred in the
operation of its trains, and to provide that where
operating expenses are necessarily a joint ex-
pense these expenses shall be apportioned on a
basis which is just and reasonable, and that
where either the Lessee or the Grantee furnishes
services, the one for the other, such services shall
be charged for at the actual cost to the party
furnishing the services.
Modification ARTICLE TENTH : If after the expiration of six
month"* ( 6 ) months of joint operation or at any time or
times thereafter the terms of this agreement
shall be found to be inequitable or to depart
from the intent hereof, then such terms shall be
changed, altered or supplemented by such modify-
ing agreements as shall be necessary for the pur-
pose of carrying out the intent hereof, and the
parties hereto agree to enter into such agree-
ments.
Arbitration ARTICLE ELEVENTH: In case any question or
dispute shall arise as to the meaning or applica-
tion of any of the provisions of this agreement
or as to any other matter hereunder, including
any question or dispute under Article Tenth,
such question or dispute shall be determined by
arbitration or by the court in the manner pro-
vided in the Subway Contract.
-sors ARTICLE TWELFTH : This agreement shall bind
the parties hereto and their respective successors
and assigns.
14
TESTIMONIUM
IN WITNESS WHEREOF, the Commission acting
for the City has caused its official seal to be hereto
affixed and attested by its Secretary and these
presents to be signed by its Chairman, and the
Interborough Company has caused these presents
to be executed under its corporate seal by its
proper officers thereunto duly authorized, the day
and year first above written.
PUBLIC SERVICE COMMISSION FOR
THE FIRST DISTRICT
[Seal of By EDWAED E.
Commission] Chairman
Attest :
TRAVIS H. WHITNEY
Secretary
INTERBOROUGH RAPID TRANSIT COM-
PANY
[Seal of By T. P. SHONTS
Com P an ^ President
Attest :
H. M. FISHER
Secretary
15
CORPORATION COUNSEL
APPROVAL BY CORPORATION COUNSEL.
The foregoing agreement is hereby approved as
to form.
Dated, New York, March 19, 1913.
JOHN L. O'BRIEN,
Acting Corporation Counsel
16
ACKNOWLEDGMENT
STATE OF NEW YORK,|
County of New York,j
On this 19th day of March, 1913 before me
personally appeared EDWARD E. MCALL and
TRAVIS H. WHITNEY, 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 Commission
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 the one for the other, the said Edward E.
McCall, that he resides in the Borough of Man-
hattan in the City of New York, that he is the
Chairman of the Public Service Commission for
the First District, and that he signed his name to
the foregoing instrument by virtue of the author-
ity thereof ; and the said Travis H. Whitney, that
he resides in the Borough of Brooklyn, in the
County of Kings, in the City and State of New
York, that he is the Secretary of the said Com-
mission, 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, that the seal
affixed to the foregoing instrument is such seal,
and that it was so affixed by the authority of the
said Commission and of a resolution duly adopted
by the Commission.
HOWARD A. BUTLER
Notary Public No. 186
New York County
[Notarial
" Seal]
17
ACKNOWLEDGMENT
STATE OF NEW YORK,|
County of New YorkJ
On the 19th day of March, 1913, before me
personally appeared Theodore P. Shonts and
H. M. Fisher, to me known and known to me to
be the said Theodore P. Shouts, the President,
and the said H. M. Fisher, the Secretary of
Interborough Eapid Transit Company, the cor-
poration named in the foregoing agreement, and
they being by me duly sworn, did depose and say,
each for himself and not the one for the other, the
said Theodore P. Shonts that he resides in the
Borough of Manhattan, in the City, County and
State of New York, that he is the President of
the said Interborough Eapid Transit Company
and that he subscribed his name to the foregoing
agreement by virtue of the authority thereof;
and the said H. M. Fisher that he resides in
Plainfield, in the State of New Jersey, that he is
the Secretary of the said Interborough Eapid
Transit Company and that he subscribed his name
thereto by like authority; and both the said
Theodore P. Shonts and H. M. Fisher that they
know the seal of the said Interborough Eapid
Transit Company and that the same was affixed
to the foregoing agreement by the authority of
the Board of Directors of the said Interborough
Eapid Transit Company and of a resolution duly
adopted by said Board.
HOWAED A. BUTLEE
Notary Public No. 186
New York County
[Notarial
Seal]
18
INDEX.
Subdi-
Art. vision Page
ARBITRATION:
Of disputes arising under this agreement XIII .... 11
As to terms and conditions of use of Extensions XIV .... 11
CITY:
Defined - 1
COMMISSION :
Denned 1
Approval of joint arrangement as to fares at stations V a
Ibid VII c 8
Determination as to modification of this agreement XII .... 11
Agreement upon terms for use of Extensions XIV .... 11
CONSTRUCTION:
Denned I 3
Payment of percentage on cost of, as rental IX .... y
Cost of, how determined IX ....
DAMAGES:
As an expense to be apportioned between the two companies VI e 7
Liability of each company for certain VII b 8
DEFICITS:
In payment of additional revenue shall be cumulative.... IX .... 9
DEFINITIONS :
City 1
Commission 1
Construction I .... 3
Equipment I .... 3
Interborough Company 1
Interborough Contract .... .... 1
Line Equipment VI o 7
Railway Contract 1
Railway Corporation 1
DEPRECIATION:
As an expense to be apportioned between the two companies . VI c 7
EMPLOYEES:
Joint, provision as to II .... 5
As expense to be borne by each company VII a 8
EQUIPMENT :
Denned I j
Line, defined VI c 7 .
Grant of use of line I .... 3
Cost of line, how ascertained VIII 8
II INDEX
Subdi-
Art. vision Page-
EXPENSES :
Apportionment of, between the two companies VI .... 6
Certain, to be borne by each company VII ....
Intent of agreement as to apportionment of joint operating. . XI .... 10
EXTENSIONS:
Agreement not applicable to any Extensions XIV .... 11
FARES :
Collection of, on lines operated jointly V .... G
Expenses of collection of VII c 8
INTENT:
Of this agreement, as to control of trains and apportion-
ment of operating expenses XI .... 10
IXTERBOROUGH COMPANY:
Denned 1
Recitals as to Interborough Contract 1-2
Grant of trackage rights by I .... 2
Control over operation of trains, etc II ... 4
Control over operation of towers, signals, etc Ill .... 5
Payments to, by Railway Corporation, on account of ex-
penses VI .... 6
Expenses to be borne by VII .... 8
Payment of rental to VIII-X 8-10
INTERBOROUGH CONTRACT:
Defined 1
Reservation of trackage rights in 2
IXTERBOROUGH RAPID TRANSIT Co. :
As the "Interborough Company" under this Agreement 1
INTERLOCKING TOWERS:
Control over operation of Ill .... 5
LINE EQUIPMENT:
Defined VI c 7
Payment of percentage on cost of, as rental VIII .... 8
Cost of, how ascertained VIII .... 8
MAINTENANCE:
As an expense to be apportioned between the two com-
panies VI c 7
MODIFICATION:
Of this agreement XII .... 10
XE\V YORK MUNICIPAL RAILWAY CORPORATION:
As the "Railway Corporation" under this agreement 1
OPERATION:
Control of, of Railway Corporation's cars, by Interborough
Company II .... 4
Of trains and cars, control of, by Interborough Company II .... 4
Of interlocking towers, signals, etc Ill .... 5
Of interlocking towers and signals Ill .... 5
Equal facilities for IV .... 5
Equal use of facilities for IV .... 5
Expenses of, as apportionable between the two companies.... VI f 8
Over portion, before whole line is completed X .... 9
Intent of agreement as to control over XI .... 10
INDEX III
Subdi-
Art. vision Page
PAYMENTS:
By Railway Corporation to Interborough Company of a pro-
portion of expenses, on a ton-mileage basis VI .... 6
By Railway Corporation to Interborough Company, of rental VIII-X .... 8-10
POWER:
Cost of, as an expense to be apportioned between the two
companies VI d 7
RAILWAY CONTRACT:
Recital as to 1
Reservation of trackage rights in 2
RAILWAY CORPORATION:
Denned 1
Recital as to Railway Contract 1-2
Grant of trackage rights to I .... 2
Control of operation of cars II .... 4
Control over operation of towers, signals, etc Ill .... 5
To Interborough Company, on account of expenses VI .... 6
Certain expenses to be borne by VII .... 8
Payment of percentage on cost of line equipment, as rental VIII .... 8
Payment of percentage on cost of construction, as rental .... IX .... 9
RENTAL:
As an expense to be apportioned between the two com-
panies VI a 6
Payment of percentage of cost of line equipment as, to In-
terborough Company, by the Railway Corporation VIII .... 8
Payment of percentage of cost of construction as IX .... 9
Additional, in certain contingencies IX .... 9
REVENI E :
Division of, from lines operated jointly V .... 6
Expt-nse of collecting train VII c 8
SERVICE :
Operation of, such as traffic of each company may require.. IV .... 5
SIGNALS AND SIGNAL DEVICES:
Control of Ill .... 5
STEIXXVAY TTXXEL LINE:
Recital as to 1
Recital as to reservation of trackage rights over 2
Drant of right to use tracks, structures and Line Equip-
ment of portion of I .... 3
Subdivisions of, described I .... 3-4
Term of grant I .... 4
Payment of percuit;ige on cost of line equipment and con-
struction of portions of, as rental VIII-X .... 8-10
Operation of portion of. before whole is completed X .... 9
Agreement not applicable to Extensions XIV .... 11
STICI ( TI KE-; :
(Jrant of right of use of I
IV INDEX
Subdi-
Art. vision Page
TIME :
Period of grant of trackage rights, etc
TRACKAGE RIGHTS:
Grant of, to Railway Corporation I .... 2
Period of grant I .... 4
TRAINS :
Extent of control of joint operation by Interborough Com-
pany II .... 4
Intent of agreement as to specific control over XI .... 10
WAGES :
Of train crews, as an expense to be borne by each company. VII a 8
THE CITY OF NEW YORK
BY THE PUBLIC SERVICE COMMISSION
FOR THE FIRST DISTRICT
WITH
INTERBOROUGH RAPID TRANSIT COMPANY
AGREEMENT
FOR CONSTRUCTION AND FOR TEMPORARY
OPERATION OF STEINWAY TUNNEL
Dated , 1913.
I.132750 July, '13. (T)
Agreement entered into this day of
July, 1913, between THE CITY OF NEW YORK (here-
inafter referred to as "the City") acting by the
Public Service Commission for the First District
(hereinafter referred to as "the Commission")
party of the first part, and INTEEBOEOTJGH RAPID
TRANSIT COMPANY, a corporation organized and
existing under the laws of the State of New York
(hereinafter referred to as "the Lessee") party
of the second part, WITNESSETH
WHEREAS heretofore and on or about the 19th
day of March, 1913, the City, acting by the Com-
mission, entered into a contract with the Lessee
for the equipment, maintenance and operation of
additional rapid transit railroads, which contract
is hereinafter referred to as "the operating con-
tract"; and
WHEREAS in and by the operating contract pro-
vision is made for the construction by the Lessee
of a railroad upon the route of the Steinway Tun-
nel and for the assignment of the railroad par-
tially constructed upon such route by or on ac-
count of The New York and Long Island Eailroad
Company, first by the Trustees of said Company
to the Lessee and then by the Lessee to the City,
all as more particularly set forth and provided in
the operating contract; and
WHEREAS the assignments provided for in the
operating contract have been duly made and the
said railroad partially constructed is now the
property of the City and is deemed to have been
constructed under the terms of the operating con-
tract; and
WHEREAS the operating contract provides for
the Commission giving notice to the Lessee that
it requires the temporary operation of the Stein-
way Tunnel pending its completion and extension
and further provides for the making of a supple-
mental agreement with the Lessee setting forth
the terms of such temporary operation and pro-
viding for the temporary equipment thereof ; and
WHEREAS the Commission has duly given the
notice referred to and on behalf of the City is
ready to enter into such supplemental agreement
but desires in addition, in view of the Lessee's
familiarity with and experience in the construc-
tion of the partially completed portion of the
Steinway Tunnel and its consequent ability to
complete the work in the shortest practicable time,
to so modify the operating contract as to provide
for the Lessee's doing such work of construction
in and about the Steinway Tunnel as may be neces-
sary to fit it for such temporary operation ; and
WHEREAS the operating contract provides that
no change shall be made therein except by a writ-
ten instrument duly authorized by the Commis-
sion, approved by the Board of Estimate and Ap-
portionment of the City and consented to by the
sureties upon the Lessee's bond; and
WHEREAS there are now sureties upon the bond
filed by the Lessee as security for the performance
of its obligations under the operating contract as
follows : National Surety Company, Fidelity and
Deposit Company of Maryland, United States
Fidelity and Guaranty Company, American Sure-
ty Company of New York and The Title Guaranty
and Surety Company ; and
WHEREAS the Board of Estimate and Appor-
3
tionment of the City has approved this agree-
ment.
Now, THEREFORE, in consideration of the prem-
ises and of the mutual stipulations and covenants
hereinafter contained, it is agreed as follows :
FIRST: The Lessee shall in a good and work-
manlike manner do all such work of construction
as denned in the operating contract as may be
necessary to fit the said Steinway Tunnel as at
present constructed for such temporary operation
in accordance with the directions given from time
to time by the Chief Engineer to the Commission
and in accordance with such plans or drawings
and with such specifications as may from time to
time be issued by the said Chief Engineer. There
shall also be included in such work of construc-
tion such work as may be necessary to preserve
and maintain the said Steinway Tunnel from the
time title thereto vests in the City until the same
shall be ready for temporary operation.
The Lessee shall receive in full compensation
for doing such work the actual cost thereof, as
hereinafter defined, plus ten per centum (10%)
thereon to cover expenses of administration, su-
perintendence and engineering and legal expenses
in connection therewith. If any portion of such
ten percentum (10%) shall not be necessary to
pay such expenses of administration, superintend-
ence and engineering and legal expenses, the Les-
see shall nevertheless be entitled to receive and
retain such excess as compensation for its ser-
vices, and such excess shall not be deemed to be
income, increase or profit resulting from con-
struction under the terms of the operating con-
tract, it being the spirit and intent of this
agreement that the Lessee is to be compen-
sated, as hereinafter provided, for an extra
burden and obligation not imposed by the op-
erating contract and disassociated therefrom and
assumed by it at the request of the Commission
by reason of its special familiarity and experience
in the construction of the said Steinway Tunnel
and its consequent ability to fit the said tunnel
more rapidly for operation.
The actual cost of such work shall include the
actual and necessary net cost in money of all labor
and materials entering into such work, insurance
and damages. To such cost shall be added ten
per centum to cover expenses of administration,
superintendence and engineering and legal ex-
penses.
If the Lessee so desires it may have the work of
construction herein provided for or any part there-
of done by a sub-contractor or sub-contractors
upon the basis of the actual cost thereof, but any
compensation to such sub-contractor or sub-con-
tractors over and above reimbursement for such
actual cost shall be paid by the Lessee out of such
allowance of ten per centum (10%).
The compensation for such work as hereinbe-
fore provided shall be paid by the Lessee out of
its contribution toward the cost of construction
provided for in the operating contract and the
amount thereof shall be determined by the Chief
Engineer as provided in the operating contract,
subject to review in the manner and by the method
also provided in the operating contract and the
amount thereof as thus determined shall consti-
tute a part of the Lessee's contribution toward
the cost of construction. All provisions of the
operating contract relative to supervision, inspec-
tion and determination of cost shall apply to the
work herein provided for.
The Lessee agrees to comply with the provisions
of the Labor Law, including Section Three there-
of as re-enacted by Chapter 36 of the Laws of
1909. The Lessee further agrees and stipulates
that no laborer, workman or mechanic in the em-
ploy of the Lessee, sub-contractor or other per-
son doing or contracting to do the whole or a
part of the work contemplated by this contract,
shall be permitted or required to work more than
eight hours in any one calendar day, except in
cases of extraordinary emergency caused by fire,
flood or danger to life or property; and further
that the wages to be paid for a legal day's work
as hereinbefore defined to all classes of such
laborers, workmen or mechanics upon such public
works or upon any material to be used upon or in
connection therewith, shall not be less than the
prevailing rate for a day's work in the same trade
or occupation in the Borough of the City where
such public work on, about or in connection with
such labor is performed, in its final or com-
pleted form is to be situated, erected or used;
and that each such laborer, workman or mechanic
employed by the Lessee or by any sub-contractor
or other person employed by the Lessee or by any
sub-contractor or other person on, about or upon
such public works shall receive such wages herein
provided for. This contract shall be void and of
no effect, unless the Lessee shall comply with the
provisions of this section. In obedience to the re-
quirements of Section Fourteen of the Labor Law
it is further provided that if the provisions of the
said Section Fourteen are not complied with, this
contract shall be void.
SECOND: The Lessee shall provide approved
equipment for such temporary operation such as
will afford adequate service by single cars or by
trains of cars, and the cost thereof shall be in-
cluded as part of the cost of equipment of the
Kailroad as proposed in the operating contract.
In case the Lessee shall, with the approval of the
Commission, make arrangements for the tempo-
rary use of the car equipment necessary for such
temporary operation without purchasing the
same, the rentals therefor shall be included in the
operating expenses for such temporary operation.
When and as the said tunnel is ready for tem-
porary operation the Lessee shall upon the direc-
tion of the Commission so to do forthwith com-
mence the temporary operation thereof and give
free transfers as provided in the operating con-
tract. The character of operation shall in all re-
spects be in accordance with the provisions of the
operating contract, subject, however, to the con-
ditions resulting from the continuance of contruc-
tion work during operation. The financial terms
for such temporary operation shall be as provided
in Article LIT of the operating contract.
THIRD: Except as expressly modified herein
the operating contract shall remain in full force
and effect as though the provisions hereof had
been inserted therein prior to its execution.
FOURTH: Provided, however, that this agree-
ment shall take effect if and when and only when
it is consented to in the form subjoined by Na-
tional Surety Company, Fidelity & Deposit Com-
pany of Maryland, United States Fidelity &
Guaranty Co., American Surety Company, and
Title Guaranty & Surety Company.
IN WITNESS WHEREOF the Commission has
caused its official seal to be hereto affixed and at-
tested by its Secretary and these presents to be
signed by its Chairman and the Lessee has caused
its corporate seal to be hereto affixed and attested
by its Secretary, and these presents to be signed
by its President, all the day and year first above
written.
PUBLIC SERVICE COMMISSION FOR THE
FIRST DISTRICT
by
Attest
Attest
Chairman
Secretary
INTERBOROUGH RAPID TRANSIT COM-
PANY
by
President
Secretary
Approval by Corporation Counsel.
The foregoing Contract is hereby approved as
to form.
Dated, New York, , 1913.
Corporation Counsel.
STATE OF NEW YORK, ( gg
County of New York,^
On this day of , 1913, in
the City of New York, in said county, before me
personally appeared Edward E. McCali and
Travis H. Whitney, each to me known and known
to me to be the said Edward E. McCali, the Chair-
man, and the said Travis H. Whitney, the Secre-
tary of the Public Service Commission for the
First District, and the said Edward E. McCali
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. McCali, that he
resides in the Borough of Manhattan, in the said
City ; that he is the chairman of the said Commis-
sion, and that he subscribed his name to the fore-
going agreement by virtue of the authority there-
of ; and the said Travis H. Whitney, that he re-
sides in the Borough of Brooklyn, in the said
City ; that he is the Secretary of the said Commis-
sion, and that he subscribed his name thereto by
like authority ; and both the said Edward E. Mc-
Cali and Travis H. Whitney that they know the
seal of said Commission and that the same was
affixed to the foregoing agreement by the authori-
ty of the said Commission and of a resolution duly
adopted by the same.
10
STATE OF NEW YORK. )
ss '
County of New York,j
On this day of July, 1913, before me
personally appeared
to me known, who, being by me duly sworn, did
depose and say : that he resides in
in the State of ; that
he is the of Interborough
Rapid Transit Company, the corporation de-
scribed in and which executed the foregoing in-
strument ; that he knows the corporate seal of said
company ; that one of the seals affixed to said con-
tract is such corporate seal and that it was affixed
thereto by order of the Board of Directors of said
company and that he signed his name thereto by
like authority.
11
The undersigned, being the sureties of Inter-
borough Rapid Transit Company, the Lessee above
mentioned, upon its bond in the sum of One Million
Dollars ($1,000,000) hereby consent to the making
of the foregoing instrument.
NATIONAL, SUEETY COMPANY
by
Attest :
FIDELITY & DEPOSIT COMPANY OF
MARYLAND
by
Attest :
UNITED STATES FIDELITY & GUARANTY
COMPANY
by
Attest :
AMERICAN SURETY COMPANY
by
Attest :
TITLE GUARANTY & SURETY COMPANY
by
Attest :
12
STATE OF NEW YORK. /
ss *
County of New York,j
On this day of July, 1913, before me
personally appeared Leonard Dammann, to me
known, who, being by me first duly sworn, did de-
pose and say : That he resides in
in the State of ; that he is the
Vice-President of National Surety Company, the
corporation described in and which executed the
foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said in-
strument is such corporate seal; and that it was
affixed thereto by order of the board of directors
of said company, and that he signed his name
thereto by like authority.
And the said Leonard Dammann further says
that he is acquainted with Vincent W. Jones and
knows him to be the Resident Assistant Secretary
of the said company; that the signature of the
said Vincent W. Jones subscribed to the foregoing
instrument is in the genuine handwriting of the
said Vincent W. Jones and was subscribed there-
to by like order of the board of directors and in
the presence of him, the said Leonard Dammann.
Notary Public
New York County
STATE OF NEW YOKK, [
County of New York,^
On this day of July, 1913, before me
personally appeared Hugh M. Allwood, to me
known, who, being by me first duly sworn, did de-
pose and say : That he resides in
in the State of ; that he is the
Attorney-in-fact of Fidelity & Deposit Company
of Maryland, the corporation described in and
which executed the foregoing instrument ; that he
knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal;
and that it was affixed thereto by order of the
board of directors of said company, and that he
signed his name thereto by like authority.
And the said Hugh M. Allwood further says
that he is acquainted with James E. Kingsley and
knows him to be the Attorney-in-fact of the said
company; that the signature of the said James
R. Kingsley subscribed to the foregoing instru-
ment is in the genuine handwriting of the said
James R. Kingsley and was subscribed thereto
by like order of the board of directors and in the
presence of him, the said Hugh M. Allwood.
Notary Public
New York County
14
STATE or NEW YORK,
County of New York,}
ss.
On this day of July, 1913, before me
personally appeared Frank T. Gilson, to me
known, who, being by me first duly sworn, did de-
pose and say : That he resides in
in the State of ; the he is the
Attorney-in-f act of United States Fidelity & Guar-
anty Company, the corporation described in and
which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal;
and that it was affixed thereto by order of the
board of directors of said company, and that he
signed his name thereto by like authority.
And the said Frank T. Gilson further says that
he is acquainted with Alonzo Gore Oakley and
knows him to be the Attorney -in-fact of the said
company; that the signature of the said Alonzo
Gore Oakley subscribed to the foregoing instru-
ment is in the genuine handwriting of the said
Alonzo Gore Oakley and was subscribed thereto
by like order of the board of directors and in the
presence of him, the said Frank T. Gilson.
Notary Public
New York County
15
STATE oi<' NEW YORK, (
County of New York,)
ss. :
On this day of July, 1913, before me
personally appeared Richard Deming, to me
known, who, being by me first duly sworn, did de-
pose and say : That he resides in
in the State of ; that he is the
Vice-President of American Surety Company of
New York, the corporation described in and which
executed the foregoing instrument ; that he knows
the seal of said corporation; that the seal affixed
to said instrument is such corporate seal ; and that
it was affixed thereto by order of the board of
directors of said company, and that he signed his
name thereto by like authority.
And the said Richard Deming further says that
he is acquainted with W. M. Tomlins, Jr., and
knows him to be the Assistant Secretary of the
said company; that the signature of the said W.
M. Tomlins, Jr., subscribed to the foregoing in-
strument is in the genuine handwriting of the said
W. M. Tomlins, Jr., and was subscribed thereto
by like order of the board of directors and in the
presence of him, the said Richard Deming.
Notary Public
New York County
16
STATE OF NEW YORK. ]
ss *
County of New York,j
On this day of July, 1913, before me
personally appeared George W. Yuengling, to me
known, who, being by me first duly sworn, did de-
pose and say : That he resides in
in the State of ; that he is the
Attorney-in-fact of The Title Guaranty & Surety
Company, the corporation described in and which
executed the foregoing instrument ; that he knows
the seal of said corporation; that the seal affixed
to said instrument is such corporate seal ; and that
it was affixed thereto by order of the board of di-
rectors of said company, and that he signed his
name thereto by like authority.
And the said George W. Yuengling further says
that he is acquainted with Richard K. McGonigal,
and knows him to be the Resident Assistant Secre-
tary of the said company; that the signature of
the said Richard K. McGonigal, subscribed to the
foregoing instrument is in the genuine handwrit-
ing of the said Richard K. McGonigal, and was
subscribed thereto by like order of the board of di-
rectors and in the presence of him, the said George
W. Yuengling.
Notary Public
New York County
3ni?rhrrnwgl? Eapft OJranati Ofampamj
WITH
CONTRACT
Dated, December 27, 1913.
AGREEMENT, entered into this 27th day of Decem-
ber, in the year One thousand nine hundred and
thirteen (1913), between INTERBOROUGH RAPID
TRANSIT COMPANY (hereinafter referred to as the
"Interborough Company"), party of the first part,
and ARTEMAS WARD, of the City of New York (here-
inafter referred to as the "Contractor"), party of
the second part.
WHEREAS, on or about the 21 st day of February,
1900, the Board of Rapid Transit Railroad Com-
missioners for the City of New York, in the name
and on behalf of the City of New York, entered into
a contract with John B. McDonald for the con-
struction, equipment, maintenance and operation
of the Manhattan-Bronx Rapid Transit Railroad
(hereinafter referred to by, and included in, the
term "Existing 1 Railroads"), which contract has,
by subsequent assignment, been duly assigned to
INTERBOROUGH COMPANY, and which contract as
modified and supplemented from time to time is
hereinafter referred to as "Contract No. 1" ; and
WHEREAS, on or about the 21st day of July, 1902,
the said Board of Rapid Transit Railroad Commis-
sioners, in the name and on behalf of the City of
New York, entered into a contract with Rapid
Transit Subway Construction Company for the
construction, equipment, maintenance and opera-
tion of the Brooklyn-Manhattan Rapid Transit
Railroad (hereinafter referred to by, and included
in, the term "Existing Railroads"), which contract
has, by subsequent assignment, been duly assigned
to INTERBOROUGH COMPANY, and which contract,
as modified and supplemented from time to time, is
hereinafter referred to as "Contract No. 2" ; and
WHEREAS, on or about the 19th day of March,
1913, the Public Sendee Commission for the First
District, in the name, and on behalf of the City of
New York, entered into a contract with INTERBQR-
OUGH COMPANY for the construction, equipment,
maintenance and operation of certain additions to,
Mild extensions of, the Existing Railroads oper-
ated by the INTERBOROUGH COMPANY under Con-
tracts Nos. 1 and 2, as aforesaid, which additions
and extensions are hereinafter referred to as the
"Xew Railroads," and providing for the modifi-
cation in certain particulars of the terms and con-
ditions of said Contracts Nos. 1 and 2, which con-
tract is hereinafter referred to as "Contract No.
3" ; and
WHEREAS, the INTERBOROUGH COMPANY is now
operating, under lease from Manhattan Railway
Company, dated January 1, 1903, a system of ele-
vated railroads in the Boroughs of Manhattan and
The Bronx, in the City of New York, which rail-
roads are hereinafter referred to as the "Man-
hattan Railroad," under which lease the INTERBOR-
OUGH COMPANY expects to operate certain addi-
tional tracks on said Manhattan Railroad, herein-
after referred to as the "Additional Tracks," to be
constructed and operated under a certificate to
Manhattan Railway Company issued by the Public
Service Commission for the First District under
date of March 19, 1913, hereinafter referred to as
the "Manhattan Certificate" ; the stations to be re-
constructed or relocated under said certificate be-
ing hereinafter included in the term "Manhattan
Railroad" ; and
WHEREAS, with the approval of the Board of
Estimate and Apportionment of the City of New
York, the Public Service Commission for the First
District, by its certificate dated March 19, 1913,
did authorize the INTERBOROTJGH COMPANY to con-
struct, equip and operate certain extensions and
connections with the said Manhattan Railroad
(which extensions and connections are hereinafter
referred to as the "Elevated Extensions"), which
certificate is hereinafter referred to as the "Inter-
borough Certificate" ; and
WHEREAS, the CONTRACTOR desires to obtain the
rights and privileges hereinafter more particularly
described upon the terms and conditions herein set
forth ;
Now, THEREFORE, in consideration of the prem-
ises, and of the mutual stipulations and covenants
hereinafter contained, and subject to all the terms,
conditions and limitations contained in the respec-
tive contracts, leases and certificates, hereinbefore
enumerated, the parties hereto agree as follows :
ARTICLE I. The INTERBOROUGH COMPANY, for
and in consideration of the payments, covenants,
indemnities and agreements hereinafter mentioned
and contained on the part of the CONTRACTOR to be
paid, kept and performed, hereby grants to said
CONTRACTOR, for the term of fifteen years from the
first day of January, One thousand nine hundred
and fourteen (1914) (unless a shorter period is
hereinafter specifically prescribed in respect of any
of the privileges granted hereunder) , the rights and
privileges hereinafter enumerated, all of which,
however, are granted and accepted as at all times
subject to the terms, conditions, limitations and
provisions of said Contracts Nos. 1, 2 and 3 and of
said Interborough and Manhattan Certificates, and
to such limitations and restrictions as may be pre-
scribed by the Public Service Commission for the
First District (or other public authority existing
or hereafter created and having jurisdiction of the
premises, or any part thereof, affected by this con-
tract or intended so to be), acting, however, under
and with reference to the rights of the INTERBOR-
OUGH COMPANY under Contracts Nos. 1, 2 and 3
and the Interborough and Manhattan Certificates,
the intent of this provision being that the INTER-
BOROUGH COMPANY will assert, maintain and se-
cure, to the utmost of its ability, on its own behalf
as well as on behalf of the CONTRACTOR, all the
rights and privileges granted hereunder to the
CONTRACTOR, and, to that end, it agrees that it
will not, directly or indirectly, change, waive or
diminish its rights and privileges as existing under
the said contracts, leases and certificates,' or vol-
untarily suffer them to be changed or diminished,
and that it will resist, to the utmost of its power,
any change, diminution or restriction of the same
by said Commission or other public authority, and
will, if requested so to do, permit the counsel of
the CONTRACTOR to co-operate with its counsel for
that purpose. If this agreement shall be finally
adjudged to be unlawful or shall be terminated or
declared unlawful by valid legislative act, munici-
pal ordinance or order or regulation of the Public
Service Commission for the First District, or if
any part of the Existing Railroads, the New Rail-
roads, the Elevated Extensions or the Additional
Tracks shall be recaptured by the City pursuant
to the terms of said Contracts Nos. 1 and 2 as modi-
fied, of Contract No. 3, and of the Interborough
Certificate and the Manhattan Certificate, and the
right of the INTERBOROUGH COMPANY to operate the
same shall be thereby terminated, the INTERBOR-
OUGH COMPANY shall not be further bound hereby,
nor be responsible for any damages thereafter ac-
cruing in consequence of said adjudication, legis-
lative act, municipal ordinance, or order or regu-
lation, or terminations; but if only a portion of
the rights and privileges hereby granted shall be
so declared to be or be made unlawful or so ter-
minated, the CONTRACTOR shall have the right, at
his option, to retain the rights and privileges not
so declared to be or made unlawful or not so ter-
minated. The payments to be made for such dimin-
ished rights and privileges shall be arrived at in
the manner and by the method hereinafter more
specifically described.
ARTICLE II. The rights and privileges hereby
granted as aforesaid are as follows :
(a) The sole and exclusive right and privilege
to sell, keep and offer for sale, on the news stands
at or on the stations, approaches to stations and
platforms of the Existing Railroads and the Man-
hattan Railroad, newspapers, periodicals, maga-
zines, flowers, books, confectionery and all articles
usually sold in stationery stores, but not including
cigars, tobacco, fruit or nuts. Said newspapers,
periodicals, magazines, books and articles above
mentioned shall be placed and offered for sale at i
such places and posrEions^ipon the said platforms, /
stations and approaches to stations (and in the
men's waiting rooms where permanent stands are
at present maintained) as may be designated from
time to time by the President of the INTERBOROUGH
COMPANY, or other officer duly designated by the
Board of Directors to act during the absence or
G
disability of the President (the term "President"
wherever hereinafter used shall be considered to
include such other officer), regard being had to giv-
ing the said_articles above mentioned as much pub-
licity as is consistent with the safe and convenient
maintenance of the structures and the operation of
the railways, with safe and convenient access to
said platforms, stations and approaches to stations
for the passengers and employes of said INTER-
BOROUGH COMPANY.
The CONTRACTOR shall also have the right to re-
ceive and check small parcels and receive compen-
sation therefor so far as the same can be carried
on on said stations at the counters provided for the
sale of newspapers, periodicals, etc., but no in-
crease in the size of any such stands shall be per-
mitted for the exercise of this privilege, and the
CONTRACTOR hereby agrees to indemnify the INTER-
BOROUGH COMPANY against any loss or damages
due to the exercise thereof.
It is, however, understood and agreed by and be-
tween the parties hereto that if the places and
positions designated as aforesaid shall at any time
interfere with the safety, comfort or convenience
of the passengers or employes of the INTBRBOROUGH
COMPANY, or with the maintenance of said struc-
tures or the operation of said railways, the said
President may change any of said designations.
It is understood and intended that, except where
fixed or permanent stands are placed or erected by
the INTBRBOROUGH COMPANY at, in or~upon said
platforms, stations, approaches, or any of thorn,
there may be attach station a tafrle^ rack orjike
structure upon which the articles aforesaid may
be displayeTl for saleTand that there may be a mov-
able box or closet in which the articles aforesaid
may be kept when not offered for sale. Said table,
rack or like structure, and such box or closet,
when not in use, as aforesaid, shall be placed in
such a position inside the stations as not to en-
cumber or obstruct said stations or incommode the
INTERBOROUGH COMPANY or its passengers or em-
ployes. The color, style, size and mode of construc-
tion of such tables, racks or like structures and of
such boxes or closets and the positions in which
the same are to be placed, as aforesaid, shall be de-
termined by the President of the INTERBOROUGH
COMPANY.
It is, however, understood and agreed that, if the
size oi' mode of construction of such tables, racks
or like structures and of such boxes or closets, or
the positions of any or all of them when not in use,
shall interfere with the safety, comfort or conven-
ience of the passengers or employes of the INTER-
BOROUGH COMPANY, or with the maintenance of
the structures or the operation of the railways, any
or all of the said determinations or designations
may be changed by the President,
The said right and privilege in this subdivision
granted shall terminate as to the stations of the
Existing Railroads at the expiration of five years
from the date of the beginning of the term of the
lease of said Contract No. 3, pursuant to the terms
thereof, and as to the stations of the Manhattan
Railroad at the expiration of five years from the
date when any part of the Elevated Extensions is
put into operation pursuant to the terms of the In-
terborough Certificate.
(b) The sole and exclusive right and privilege
to place and keep in and upon each of the stations
of the Existing Railroads and the Manhattan Rail-
road automatic vending machines for the sale of
chewing gum, chocolate and candy, and also auto-
matic weighing machines. The number of such
vending and weighing machines to be maintained
on each of such stations may equal but shall not
exceed the number maintained on each such sta-
tion on December 1, 1913, such number for each
station to be evidenced by an inventory to be pre-
pared and adopted by the parties hereto, and, when
so adopted, to be deemed a part of this contract.
The adoption of such inventory shall be evidenced
by the certificates of the President of the INTERBOR-
OUGH COMPANY and of the CONTRACTOR. Such ma-
chines shall be substantially of the size and type
now usually employed for such purposes, and shall
be placed where they will be readily accessible to
persons using said stations, but no such machine
shall hereafter be placed upon any station or plat-
form until said machine and the location thereof
shall have been approved by the President of the
INTBRBOROUGH COMPANY.
It is, however, understood and agreed that, if the
size or mode of construction or the location of any
machine designated as aforesaid shall interfere
with the safety, comfort or convenience of the pas-
sengers or employes of the INTERBOROUGH COM-
PANY, or with the maintenance of the structures or
the operation of the railways, then the said Presi-
dent may change any or all of said locations; and
if, in his opinion, the presence of any or all of said
machines is or shall become, through defective con-
dition or otherwise, dangerous to the safety ot the
passengers or employes of INTERBOROUGH COM-
PANY, or if any public authority shall laAvfully re-
quire, as provided in Article I hereof, the removal
of such machines, or any of them, from the said
premises, the CONTRACTOR hereby agrees, when so
required, to remove said machines ; and in case of
his failure so to do, the INTEIRBOROUGH COMPANY
may remove them at his expense.
The said right and privilege in this subdivision
granted shall terminate, as to the stations of the
Existing Railroads, at the expiration of five years
from the date of the beginning of the term of the
lease of said Contract No. 3, pursuant to the terms
thereof, and, as to the stations of the Manhattan
Railroad, at the expiration of five years from the
date when any part of the Elevated Extensions is
put into operation pursuant to the terms of the
In terbo rough Certificate.
(c) The sole and exclusive right and privilege
to sell, keep and offer for sale on the news stands
at or on the stations, approaches to stations and
platforms of the New Railroads and the Elevated
Extensions, newspapers, periodicals and maga-
zines, subject to all of the terms and conditions,
and subject to the same supervision as is hereinbe-
fore provided in Article II, subdivision (a) hereof,
in respect of the right and privilege to sell news-
papers, periodicals and magazines on the stations
of the Existing Railroads and of the Manhattan
Railroad ;
I*rori<lcd, however, that the said right and
privilege hereby granted shall be subject to all
the terms, conditions and limitations of Arti-
cle LXIII of Contract No. 3 and Article VII of
the Inter-borough Certificate, so far as applicable;
and, in case the Public Service Commission for the
First District shall, pursuant to said provisions,
refuse to permit the exercise of the privilege hereby
granted on the said stations, or any of them, all
rights of the CONTRACTOR hereunder in respect of
such stations shall terminate, but the other provi-
sions of this agreement shall not be affected, nor
shall the payments hereinafter provided for be
10
abated or diminished by reason thereof, except
upon the contingency and to the amount provided
in Article III, subdivision (1) hereof.
It is further provided that the said right and
privilege in this subdivision granted shall termi-
nate, as to the stations of the New Railroads, at the
expiration of five years from the date of the begin-
ning of the term of the lease of Contract No. 3,
pursuant to the terms thereof, and, as to the sta-
tions of the Elevated Extensions, at the expiration
of five years from the date when any part of said
Elevated Extensions is put into operation pursu-
ant to the provisions of the Interborough Certi-
ficate.
(d) The sole and exclusive right and privilege
to place and maintain advertisements and notices
in and upon the stations, platforms and approaches
to stations forming a part of or connected with
that part of the Existing Railroads operated l>y
the INTERBOROUGH COMPANY under Contract No. 1
or forming a part of or connected with the Man-
hattan Railroad. The right and privilege hereby
granted shall also extend to the stations of that
part of the Existing Railroads operated under Con-
tract No. 2 and to the stations of the New Rail-
roads and the Elevated Extensions if, and to the
extent that, the Public Service Commission for
the First District, or other public authority, as
successor to* the Board of Rapid Transit Railroad
Commissioners for the City of New York, shall,
pursuant to the provisions of said Contract No. 2
and, or of said Contract No. 3 and said Inter! tr-
ough Certificate, give its written permission there-
for.
It is further understood and agreed that no sign
or advertisement shall be placed on the outside
of the stations on the sides away from the tracks
11
and facing towards the cross streets, nor on the
ends of the stations. But this provision shall not
prevent the use of the stairways of the Manhattan
Railroad as now used, or the risers of the stairs
leading from the streets to the elevated stations of
the Existing Railroads as now used. The words
"approaches to stations" as employed in this agree-
ment embrace only stairways 1 or passageways or
platforms which belong to or are leased to or un-
der the control of the INTERBOROUGH COMPANY.
In general, subject to the limitations in this con-
tract, contained, the spaces and places upon which
signs or advertisements shall be placed in the sta-
tions are those which have heretofore been used
for that purpose and those similar thereto. It is,
however, understood and agreed that if the use of
any of said spares or places, as aforesaid, shall
interfere with the safety, comfort or convenience
of the passengers or employes of the INTERBOROUGH
COMPANY, or with the maintenance -of said struc-
tures, or thf* operation of the railways, the Presi-
dent may change said spaces and places and desig-
nate in their stead other spaces and places, if the
same exist, which shall not cause such interfer-
ence. The INTERBOROUGH COMPANY reserves all
such spaces as have heretofore been occupied, or
may hereafter be reasonably required for the offi-
cial announcements of its business to the public
and to its employes. No sign or advertisement
shall be so placed as to incommode passengers,
employes or others in their access to or egress from
the cars, stations, platforms, stairways or other
structures or premises of the INTERBOROUGH COM-
PANY, nor so as to interfere in any way with the
lighting, ventilating or heating of said stations,
or with the light in any adjoining or neighboring
building; no sign or advertisement shall be or
contain anything unlawful, immoral or offensive
1.2
to good taste, and in that respect they are to 'be
subject to the approval of the said President.
None of the kiosks or stairways leading to un-
derground stations of the Existing Railroads, nor
any approach to any station owned by any third
party, is included in the spaces or premises in
which any of the foregoing privileges are granted.
(e) The sole and exclusive right and privilege
to place and maintain advertisements and notices
in the interior of the passenger cars which are, or
may hereafter be, owned or leased by the INTER-
BOROUGH COMPANY and operated by it on the Exist-
ing Railroads, the New Railroads, the Manhattan
Railroad (including the Additional Tracks)', the
Elevated Extensions, or upon any extensions to
any such railroad, which may hereafter be con-
structed and operated by the INTERBOROUGH COM-
PANY under the provisions of Contract No. 3 or
the Interborough Certificate during the term of
this agreement.
The spaces in said cars to be used for said pur-
pose shall be all the spaces on the side of the cars
between the. top of the windows and the roof, not
exceeding, however, twelve inches in height, includ-
ing the frames; and also the solid or paneled spaces,
if any, at the ends of the cars over and at the sides
of the doors, but sufficient space snail be left at
the bottom of the panel over the doors to ena'ble
the INTERBOROUGH COMPANY to place, paint or af-
fix the number of the car in the usual size and
style.
It is, however, understood and agreed that if
the use of any of said spaces or places, as afore-
said, in the cars shall interfere with the safety,
comfort or convenience of the passengers or em-
ployes of the INTERBOROUGH COMPANY,, or with the
maintenance or operation of said cars, the said
President may change said spaces or places, and
13
designate in their stead other spaces or places, if
the same exist, which shall not cause such interfer-
ence. The INTERBOROUGH COMPANY reserves all
such spaces in the cars as have been heretofore
occupied, or which may hereafter be reasonably re-
quired by it for the official announcement of its
business to the public and to its employes. No
sign or advertisement shall be so placed in the cars
as to incommode passengers, employes or others
in their access to or egress from the cars, nor so
as to interfere in any way with the lighting, ven-
tilating or heating of the cars. No sign or ad-
vertisement shall be or contain anything unlawful,
immoral or offensive to good taste, and in that
respect they are to be subject to the approval of
the said President.
(f) The privilege of transporting newspapers
free of charge on the passenger trains operated by
the INTERBOROUGH COMPANY to the several stations
of the Existing Railroads, the New Railroads, the
Manhattan Railroad and the Elevated Extensions,
where the right and privilege of maintaining news
stands is granted hereunder, for the purpose of
selling the same on the news stands as herein pro-
vided. The privilege hereby granted shall be exer-
cised always subject to such reasonable rules and
regulations as the said President may from time
to time adopt.
ARTICLE III. The CONTRACTOR hereby covenants
and agrees to pay to the INTERBOROUGH COMPANY
for the rights and privileges granted hereunder,
as follows:
(1) For the said privileges of maintaining news
stands and automatic vending and weighing ma-
chines and of checking parcels on the stations of
the Existing Railroads and the Manhattan Rail-
14
road as now constructed and operated ; for the said
privilege of maintaining news stands on the sta-
tions of the New Railroads and the Elevated Ex-
tensions or on so many of them as permission may
be obtained, as in Article II, subdivision (c) pro-
vided; for the said privilege of maintaining ad-
vertisements on the stations, platforms and ap-
proaches to stations of that part of the Existing
Railroads operated under Contract No. 1 and of
the Manhattan Railroad; and for the said privi-
lege of placing and maintaining advertisements and
notices in the passenger cars operated by the IN-
TERBOROUGH COMPANY upon the Existing Railroads,
the New Railroads, the Manhattan Railroad and
the Elevated Extensions, the following:
(a) For the first year of the term, from January
1, 1914, to December 31, 1914, the sum of Six
HUNDRED THOUSAND DOLLARS (f 600,000).
(b) For the second, third, fourth and fifth years
of the term, that is to say, from January 1, 1915,
to December 31, 1918, the sum of SEVEN HUNDRED
THOUSAND DOLLARS (#700,000) per annum.
(c) for the slrth year of the term, beginning
January 1, 1919, and for each and every year there-
after, the sum of EIGHT HUNDRED THOUSAND DOL-
LARS ($800,000) per annum, plus an additional
sum equal to ten per cent. (10%) of the gross
receipts from whatever source derived, directly or
indirectly, 'by the CONTRACTOR, or on his behalf, in
any manner from, out of or in connection with the
exercise of the rights and privileges granted here-
under for each of said years.
The amount of such gross receipts shall be de-
termined in the first instance by a statement pre-
pared and submitted by the CONTRACTOR to the IN-
TERROROUGH COMPANY not later than the fifth day
15
of the month succeeding the month for which such
statement is prepared. Such statement shall be
in the form and with the details to be prescribed by
the President of the INTERBOROUGH COMPANY and
shall be verified under oath by the CONTRACTOR, or,
in case of his absence or inability, by his agent or
employe having charge of his books, records and
memoranda. The INTERBOROUGH COMPANY and its
officers and duly designated representatives shall
have the right to verify any of the said statements
by an examination of the CONTRACTOR'S books, rec-
ords and memoranda and by the examination un-
der oath of the CONTRACTOR or his* agent or em-
ploye having charge of such books, records and
memoranda ; and the CONTRACTOR hereby covenants
that he will submit and will require his agents and
employes to submit to such examination and pro-
duce such books, records and memoranda when-
ever required by the IXTERBOROUGH COMPANY for
such purpose. The CONTRACTOR further covenants
that the INTERBOROUGH COMPANY shall also have
the right to examine his books, records and memo-
randa and to examine under oath any of his ser-
vants or employes having charge thereof in case
any controversy shall arise between the CONTRAC-
TOR and the INTERBOROUGH COMPANY in connection
with any of the matters referred to in Article VIII
hereof. In case any controversy shall arise be-
tween the CONTRACTOR and the INTERBOROUGH COM-
PANY as to the amount of such gross receipts in
any of said years which cannot be adjusted between
the parties, the dispute shall be determined by arbi-
tration, as hereinafter provided.
It is expressly understood and agreed that the
foregoing payments are to be deemed to be the con-
sideration and are to be made for the privileges
hereinbefore in this subdivision enumerated, but
the amounts to be paid by the CONTRACTOR here-
10
under shall not be diminished by reason of his fail-
ure .to obtain the privilege of maintaining news
stands on any of the stations of the New Railroads
or the Elevated Extensions, unless said privileges
on any of said stations shall, under the require-
ments of the Public Service Commission for the
First District, be extended to and be exercised by
a person or persons other than the Contractor, in
which event the amounts to be paid as aforesaid
shall be diminished by the amount received by the
INTERBOEOUGH COMPANY from such other person or
persons, nor shall the amounts payable by the Con-
tractor as aforesaid be diminished by reason of the
termination (except upon the contingency referred
to in Article XI hereof) of the privileges for news
stands or vending machines on the stations of the
Existing Railroads, the Manhattan Railroad, the
New Railroads or the Elevated Extensions, in ac-
cordance with the provisions hereof, at the expira-
tion of five years from the date of the beginning
of the term of the lease of Contract No. 3, pursu-
ant to the terms thereof, or at the expiration of five
years from the date when any part of the Elevat-
ed Extensions is put into operation pursuant to
the provisions of the Interborough Certificate, as
the case may be.
(2) In case the Contractor shall obtain the right
to display advertising signs with the written per-
mission of the Public Service Commission for the
First District, as in Article II, subdivision (d)
provided, on any of the stations of that part of the
Existing Railroads operated under Contract No. 2,
or on any of the stations of the New Railroads, or
of the Elevated Extensions, which at the date of
the initial operation thereof under Contract No. 3
or under the Interborough Certificate constitute a
part of the New Railroads or the Elevated Exten-
17
sioris, the Contractor shall also pay the additional
sum of TWELVE HUNDRED AND FIFTY DOLLARS
($1250) per annum for each and every such station,
up and down, or TWENTY-FIVE HUNDRED DOLLARS
($2500) for the entire station, including both up
and down, at which such right may be obtained, as
aforesaid.
(3) In case any extensions are added to the
Existing Railroads or the Manhattan Railroad,
and new stations are constructed and maintained
thereon, or in case new stations (in addition to
those constituting a part of the New Railroads and
the Elevated Extensions! when they shall be wholly
operated as now planned) are constructed and
maintained on the New Railroads or the Elevated
Extensions, or on any extensions thereof, additional
payments shall be made by the CONTRACTOR as fol-
lows :
(a) The further sum of TWELVE HUNDRED AND
FIFTY DOLLARS ($1250) per annum for each and
every such station, up and down, or TWENTY-FIVE
HUNDRED DOLLARS ($2500) for the entire station,
including both up and down, at which the CON-
TRACTOR shall obtain the right to place advertising
signs.
(b) The further sum of Six HUNDRED AND
TWENTY-FIVE DOLLARS ($625) for each and every
station, up and down, where the CONTRACTOR shall
not obtain such privilege, the said additional pay-
ment being deemed to be additional compensation
for any additional cars that may be put in oper-
ation in connection with such station.
Provided, however, that in case the CONTRAC-
TOR shall obtain the right to exercise at any
such new stations any privileges not in this sub-
division (3) enumerated, or shall obtain both the
right to place advertising signs and the right to
maintain news stands on any of such stations, the
additional amounts, if any, to be paid by the CON-
TRACTOR in such events shall be agreed upon be-
tween the parties at the time such rights are ob-
tained, or, in case of their failure to agree, by arbi-
tration, as hereinafter provided; and Provided
Further, that the CONTRACTOR shall not be re-
quired to pay any additional compensation under
this subdivision (3) as to any new station added
to the portions of the Existing Railroads or to the
Manhattan Railroad, as the said railroads existed
or were under construction on January 1, 1906.
Such annual payments (except as hereinafter
provided) shall be made in monthly instalments, in
advance, on the first day of each calendar month,
and shall be subject to apportionment and read-
justment in case the amount payable shall be
changed during the month by reason of the open-
ing for business of any new station the operation
of which shall require the CONTRACTOR to increase
the payments to be made by him hereunder, or of
any extension of any of the railroads.
The additional amount equal to ten per cent.
(10%) of the gross receipts required to be paid
under the provisions of Article III, subdivision
(1), paragraph (c), shall be paid in monthly in-
stalments by not later than the tenth day of the
month succeeding the month in which such gross
receipts shall have been received by the CON-
TRACTOR.
The CONTRACTOR also covenants and agrees that
he will make the payments hereinbefore provided
without deduction for taxes or assessments of any
kind which he may be required to pay thereon, or
19
retain therefrom, by virtue of any present or future
law, and that, in addition to making the payments
hereinbefore provided, he will pay and discharge
as part of the consideration for the privileges
granted hereunder, as and when the same have or
may become due, any and all taxes, assessments,
license fees or other governmental charges of every
description assessed, or which, under any present
or future law, may be hereafter assessed against
or be payable by the INTERBOROUGH COMPANY upon
or in connection with or incident to any of the priv-
ileges granted hereunder or directly assessed
against the income therefrom; provided, however,
that the CONTRACTOR shall not be required to pay
or assume the income tax payable by INTERBOR-
OTJGH COMPANY under the Federal Income Tax Law
in respect of the payments required to be made
hereunder.
And Provided Further, that in case the amount
of such taxes, assessments, license fees or other gov-
ernmental charges imposed under any future law
and required to be paid or assumed by the CON-
TRACTOR, as aforesaid, shall be so great as to
amount to confiscation or to prevent the CONTRAC-
TOR from realizing a reasonable profit from the ex-
ercise of the rights and privileges granted hereun-
der, the CONTRACTOR shall have the right or option
to terminate this contract. In case any dispute
shall arise between the CONTRACTOR and the INTER-
BOROUGH COMPANY as to what is a reasonable profit
or as to whether the CONTRACTOR'S inability to
vealiae the same is due to additional tax burdens
imposed under any future law, the same shall be
determined by arbitration, as hereinafter provided,
and the determination of the arbitrators shall be
binding as to the CONTRACTOR'S right to terminate
this agreement.
20
ARTICLE IV. The CONTRACTOR hereby covenants
and agrees to indemnify the INTERBOROUGH COM-
PANY against any and all claim or claims for dam-
ages and from all liability, loss and expense aris-
ing from injury to person or property which shall
have been occasioned in whole or in part by the
acts or omissions of said CONTRACTOR, his servants,
employes, agents, lessees or assigns, and to protect
and save harmless the INTERBOROUGH COMPANY
from any and all claim or claims for damages, and
from all liability, loss and expense arising from
death or from injuries to person or property re-
sulting to the CONTRACTOR or to any person or per-
sons employed by him while in, upon or about the
cars, stations, platforms, structures or premises of
the INTERBOROUGH COMPANY and engaged in and
about said business; and also against any and all
claim or claims for damages, and from all liabil-
ity, loss and expense arising from death or from
injuries to person or property resulting from the
acts or omissions of the CONTRACTOR, or of any per-
son or persons in his employ, or from the presence
in or upon any car, station platform, stairway or
other structures or premises of INTERBOROUGH
COMPANY, of any article or articles brought, car-
ried or placed a,t, in, upon or about the same by
the CONTRACTOR, or by his servants, agents, les-
sees or assigns, when engaged in or about said
business; it being the intent of this provision that
the CONTRACTOR shall indemnify and save harmless
the INTERBOROUGH COMPANY against all such
claims or liabilities arising out of or in any man-
ner connected with the exercise of the rights and
privileges granted hereunder, whether or not the
same be due to the negligence of the CONTRACTOR
or the INTERBOROUGH COMPANY, or their respective
servants, agents or employes, or otherwise.
21
The CONTRACTOR hereby further covenants and
agrees to indemnify and save harmless the INTER-
BOROUGH COMPANY against any and all claim or
claims for damages, and from all liability, loss and
expense arising from, or because of, any alleged
libelous advertisement or notice which may have
been displayed by the CONTRACTOR in any of the
cars operated by the INTERBOROUGH COMPANY, or
on the stations, appurtenances or other structures
of any of the railways described herein, or because
of the sale or display of any newspaper, magazine
or periodical at any of the news stands at any of
the stations, approaches to the stations, and plat-
forms of the stations of the railways, containing,
or alleged to contain, any libelous matter or state-
ment.
ARTICLE V. In consideration of the execution
of this contract 'by the INTERBOROUGH COMPANY,,
and conditioned upon its approval by the Public
Service Commission for the First District, the
CONTRACTOR hereby agrees to waive any and all
rights which he now has, or claims to have, to a
renewal or extension of the rights and privileges
granted under a certain agreement, dated January
1, 1906, made and entered into by the INTERBOR-
OUGH COMPANY with Artemas Ward and William
Gow, composing the firm of Ward & Gow; and fur-
ther agrees to fully and wholly, and well and truly,
indemnify and save harmless the INTERBOROUGH
COMPANY, its successors and assigns, from and
against any and all suits, actions, costs, counsel
fees, expenses, losses, damages, judgments or de-
crees to which the INTERBOROUGH COMPANY may be
put, or which it may suffer or incur, arising or
growing out of or because of any breach, or alleged
breach, of said agreement of January 1, 1906, or
of any breach or alleged breach of any of the terms,
provisions, options or privileges of said agreement,
which may be asserted or alleged by the said Ar-
temas Ward and William Gow, or either or both
of them, individually, or as co-partners, or by their
or 'by either or both of their heirs, executors, ad-
ministrators or assigns., or by any person, firm or
corporation having or claiming to have any rights
or privileges in or under the said agreement of
January 1, 1906, affected or interfered with by the
execution of this contract.
It is hereby expressly understood and agreed
that the covenants, indemnities, stipulations and
agreements of this article, and the right of the
INTERBOROUGH COMPANY to insist upon and enforce
the same, are not intended to be, and shall not lie
construed to be, dependent in any way upon the
duration of the rights and privileges granted under
this contract, or of any of them, the execution by
the INTERBOROUGH COMPANY of this contract and
the approval thereof by the said Public Service
Commission being deemed to be full and adequate
consideration for said provisions.
ARTICLE VI. The CONTRACTOR further covenants
and agrees that, within fifteen days after the ex-
piration of this agreement, or within fifteen days
after the expiration of any of the privileges granted
herennder, he will remove from the premises of the
INTERBOROUGH COMPANY, upon or in connection
with which such privileges are granted, all prop-
erty of every description placed thereon by the
CONTRACTOR under the provisions of this agree-
ment.
The INTERBOROUGH COMPANY, on its part, agrees.
in every proper manner consistent Avith its duty
to its passengers, to facilitate the CONTRACTOR in
carrying out the intent of this agreement and in
making the business hereby authorized successful;
23
and, to that end, the INTEEBOROUGH COMPANY
agrees, subject to the terms, conditions and limita-
tions of Contract No. 3 and the Interborough Cer-
tificate, that it will 1 neither authorize nor permit
any other person or persons to sell any articles
whatsoever, nor check parcels, nor to maintain any
automatic platform weighing machines, automatic
vending machines for the sale of chewing gum,
chocolate, candy or any other articles on the sta-
tions, stairways, approaches to stations or plat-
forms upon or in connection with which similar
privileges are granted hereunder to the CONTRAC-
TOR, or to place any signs, advertisements or no-
tices in the cars operated by the INTERBOROUGH
COMPANY on any of the railroads herein described
or on the stations, stairways or approaches to sta-
tions or platforms upon which similar privileges
are granted hereunder to the CONTRACTOR, pro-
vidcd, however, that in the performance of this
covenant the INTERBOROUGH COMPANY shall not be
required to act in conflict with the provisions of
Contract No. 3 or of the Interborough Certificate,
and anything done by the INTERBOROUGH COMPANY
in the performance of its obligations under Con-
tract No. 3 and the Interborough Certificate shall
not be deemed to be a violation of this covenant.
The INTERBOROUGH COMPANY further agrees that
the persons employed by the CONTRACTOR in and
about the 'business contemplated hereunder and
when engaged therein, subject to such reasonable
rules as the INTERBOROUGH COMPANY may establish
from time to time in its discretion, shall have free
access to and from and free passage over and upon
the stations, cars, platforms and approaches of the
INTERBOROUGH COMPANY for the purpose of per-
forming their duties in said business and shall be
allowed to take with them the articles necessary
in carrying out this agreement, provided that they
24
do not inconvenience, injure or annoy the passen-
gers or employes of the INTERBOROUGH COMPANY.
The CONTRACTOR hereby covenants and agrees
that all persons employed by him shall conduct
themselvesi in an orderly and proper manner and
so as not to annoy or be offensive to the passengers
of the INTERBOROUGH COMPANY by solicitations or
otherwise, and further agrees that he will, at the
request of the President of the INTERBOROUGH COM-
PANY, discharge any employe who shall offend in
this respect, and that he will not, without the con-
sent of said President, employ or retain any per-
son who has been discharged for cause from the
employment of the INTERBOROUGH COMPANY.
The CONTRACTOR further agrees that the persons
so employed by him shall be designated by a sim-
ple badge or uniform, or by both, of a style satis-
factory to the said President, and that he will con-
duct the business herein provided for in a manner
in all respects reasonably acceptable to the INTER-
BOROUGH COMPANY.
The Contractor further covenants and agrees
that all persons employed by him in the business
herein provided for shall make no unnecessary dirt
or litter in or about the said stations, platforms,
approaches or cars>, and that he will promptly re-
move any and all dirt caused by any of his em-
ployes.
ARTICLE VII. The CONTRACTOR hereby agrees
to deposit with the INTERBOROUGH COMPANY upon
the execution and delivery of this contract, as se-
curity for the payment of all of the amounts herein
provided for and for the faithful performance of all
the terms, conditions, stipulations and covenants
of this contract, cash to the amount of One hun-
dred and fifty thousand dollars ($150,000), or, in
lieu thereof, securities of a market value equal to
25
said amount, the character and amount of which
shall have been previously approved in writing by
the President of the INTERBOROUGH COMPANY. In
case securities are so deposited and the same shall
depreciate in value so as to be of a market value
of less than One hundred and fifty thousand dol-
lars (|150,000), the CONTRACTOR agrees to deposit
other approved securities in lieu thereof or to de-
posit additional approved securities so as to bring
the total market value of such securities up to said
amount. The CONTRACTOR shall have the right,
from time to time, with the consent in writing of
the President of the INTERBOROUGH COMPANY, to
substitute cash for securities, or securities of the
character aforesaid for cash, or new securities for
securities theretofore deposited, but always so that
the total amount and value of the deposit, whether
in cash or securities, shall not be reduced. Any
securities deposited as security hereunder shall be
first endorsed or assigned in blank. So long as
there is no default on the part of the CONTRACTOR
in the performance of any of the terms, conditions
or stipulations of this contract, the actual interest
earned by any such cash deposited hereunder or
the dividends or interest paid on any securities de-
posited hereunder shall be paid over to the CON-
TRACTOR from time to time as the same shall be re-
ceived by the INTERBOROTTGH COMPANY.
The said deposit, whether in cash or securities, in
the form and as the same shall at, any time be,
shall be security for the faithful performance by
the CONTRACTOR of all the terms, conditions, stipu-
lations and covenants of this contract. In case of
any default on the part of the CONTRACTOR in such
performance, then the INTERBOROUGH COMPANY
may forthwith apply to its use the said deposit in
cash or securities, or so much thereof as may be
necessary to reimburse it for any damages incurred
by reason of any such default.
2G
In case said deposit shall l>e diminished by reason
of any such application, the CONTRACTOR agrees
within ten (10) days after written notice from the
President of the INTERBOROUGH COMPANY, by fur-
ther deposit of money or approved securities, to re-
store the said deposit to the full amount originally
required. If the Contractor shall fail to meet the
payments in this contract provided for, his lia-
bility therefor shall be limited to the payments due
for the actual time of occupation, and the cash or
securities deposited with the INTERBOROUGH COM-
PANY, as aforesaid, shall stand as the entire liqui-
dated damages beyond such earned payments.
ARTICLE VIII. The present rates for advertising
adopted by the CONTRACTOR under his prior con-
tract \vith the TNTERBOROUGII COMPANY and the
present method of disposing of the advertising
space, and privileges accorded to him thereby hav-
ing proved sufficient to establish the stability of
the business conducted by the CONTRACTOR there-
under and to insure his ability to meet the rentals
required by the terms of said contract, for the pur-
pose of avoiding the effect of any unwise or im-
provident reduction of said rates, to the extent that
8ii ch an arrangement may be lawful, the CONTRAC-
TOR agrees that he will neither make any substan-
tial reduction in his said rates, nor unreasonably
grant the gratuitous use of unsold spaces without
(except as hereinafter otherwise provided) the
consent in writing of the President of the INTER-
BOROUGH COMPANY. If, and as often as, the CON-
TRACTOR shall desire to make any such reduction in
said rates, or to change his present method of util-
izing unsold space, he shall notify in writing the
President of the TNTEKBOROUGH COMPANY of the
proposed reduction or reductions, change or
27
changes. Unless the President shall, within five
days from the giving of any such notice, signify in
writing his disapproval thereof, he shall be deemed
to have approved the proposed reduction or reduc-
tions, change or changes. If, however, within said
five days, the President shall have signified in writ-
ing his disapproval thereof, or of any thereof, then
the question of the propriety of permitting such
reduction, reductions, change or changes, shall be
submitted to arbitration in the manner herein pro-
vided and the decision of the arbitrators shall be
final. If the finding shall be against the CONTRAC-
TOR, no forfeiture of the CONTRACTOR'S rights here-
under shall be worked thereby, but the INTERBOR-
OL T GH COMPANY may, at its option, prohibit the put-
ting into effect or the continuance of the rates or
advertisements in controversy and the CONTRACTOR
agrees to observe such prohibition and the CON-
TRACTOR'S failure to observe such prohibition shall,
at the option of the INTERBOROUGH COMPANY, work
a forfeiture of his rights under this contract. Re-
newals of long standing and existing contracts and
donations or discounts to charitable or philan-
thropic societies or institutions shall not be con-
sidered a violation of the provisions of this Arti-
cle, The present rates, as herein mentioned, are
set forth in a schedule or memorandum appended
hereto. If the provisions of this Article, or any
of them, shall be declared to be illegal by any court
of competent jurisdiction, that circumstance shall
not operate to affect the validity of any other part
of this contract.
ARTICLE IX. In case a portion of the rights and
privileges granted hereunder shall, as provided in
Article I hereof, be declared to be or be made un-
lawful or terminated, and in case in such event the
28
CONTRACTOR shall elect to retain the rights and
privileges not so declared to be or made unlawful,
or not so terminated, the payments to be made by
the CONTRACTOR for such diminished rights and
privileges (unless otherwise provided under Arti-
cle III hereof) shall be readjusted upon a fair
and equitable basis. In order to facilitate such
readjustment and to ascertain the gross returns
or net profits of that portion of the business which
may have been so declared to be, or made unlaw-
ful, or so terminated, or of that portion of the busi-
ness remaining, the CONTRACTOR covenants and
agrees to submit to the INTEIRBOROTJGH COMPANY
for the inspection of its officers or of its duly au-
thorized agents or representatives, all of his books
of account showing the details of his operation
under this contract. In case the CONTRACTOR and
the INTEIRBOROTJGH COMPANY cannot agree upon
such readjustment, the same shall be determined by
arbitration as hereinafter provided.
Pending the readjustment of such payments, or
the determination of such arbitration, the CON-
TRACTOR shall continue to pay the full amounts pro-
vided hereunder, and the INTERBOROTJGH COMPANY
shall repay, when the final decision is reached, the
amount of diminution agreed upon, or finally al-
lowed because of the diminished privileges for the
said period.
ARTICLE X. If the INTERBOROUGH COMPANY or
the CONTRACTOR shall desire to submit to arbitra-
tion any matter of difference arising under any pro-
vision of this contract in respect of which it is
therein provided an arbitration may be had, such
matter of difference shall be submitted to arbitra-
tion as follows. Either the INTERBOROUGH COM-
PA.VY or the CONTRACTOR may give written notice
to the other that it requires the matter of differ-
29
ence to be submitted to arbitration and shall at
the same time name a disinterested person as an ar-
bitrator and accompany the notice by a written ac-
ceptance by the arbitrator of the nomination. With-
in five (5) days after the receipt of such notice the
party receiving the same shall nominate a disinter-
ested person as an arbitrator and give written no-
tice of such nomination to the other party, the no-
tice to be accompanied by a written acceptance by
the arbitrator of the nomination.
If such two arbitrators cannot agree upon the
matter in controversy within twenty (20) days
after the nomination of the second arbitrator, or
within such further time as the parties thereto
may stipulate in writing, the two arbitrators shall
select a third arbitrator, and the final decision of
the three arbitrators shall be rendered within ten
(10) days after the selection of the third arbitra-
tor, or within such further time as the parties may
stipulate. The decision of any two arbitrators in
writing shall be final and binding upon both par-
ties.
ARTICLE XI. The CONTRACTOR shall have the
right or option to a renewal for a further period
of five years, and then to a further renewal for the
unexpired term of this contract of the rights and
privileges granted under Article II, subdivisions
(a), (b) and (c) hereof, upon the expiration of the
term of each of such grants upon the same terms
and conditions as are herein contained in respect
thereof, provided, and on the condition that, the
consent and approval of the Public Service Com-
mission for the First District under Contract No.
3 and the Interborough Certificate may be first
had and obtained to s>uch renewal or renewals, and
provided further that the CONTRACTOR shall obtain
no rights under this Article or the option herein
provided extending beyond the term of this con-
30
tract, as provided in Article I hereof. In case such
consent and approval of the Public Service Com-
mission for the First District cannot be obtained
(but only in such event), the CONTRACTOR shall be
entitled to a reasonable deduction from the pay-
ments required to be made under Article III, Sub-
division (1), paragraph (c) of this contract; the
amount of such deduction shall be determined by
agreement between the INTERBOROFGH COMPANY
and the CONTRACTOR, or, in case of their failure
to agree, by arbitration as herein provided.
ARTICLE XII. All the rights and privileges
granted under this contract to the CONTRACTOR
shall forthwith terminate at the option of the IN-
TERBOROUGH COMPANY, (a) if the CONTRACTOR shall
make any assignment for the benefit of creditors;
or (b) if a receiver shall be appointed by any court
of the property of the CONTRACTOR; or (c) if the
CONTRACTOR shall be adjudged a bankrupt; PRO-
VIDED, HOWEVER, and it is distinctly understood
and agreed, that no such termination of the rights
and privileges granted hereunder shall in any way
affect the rights or obligations of the CONTRACTOR
or the INTERBOROUGH COMPANY under Articles IV,
V and VII hereof, or the rights or lien of the IN-
TERBOROUGH COMPANY in and upon the cash or se-
curities deposited pursuant to the provisions of
Article VII hereof.
ARTICLE XIII. This Contract shall bind and in-
ure to the benefit of the executors, administrators,
successors and assigns of the parties hereto. But
the CONTRACTOR covenants that he will not assign
this Contract or transfer, sell or assign any of the
rights or privileges granted hereunder, and no such
assignments, transfer or sale shall be valid or be
binding upon the INTERBOROUGH COMPANY without
the written consent of the INTEIRBOROUGH COMPANY
31
first had and obtained. In case the CONTRACTOR
shall organize a corporation under the laws of the
State of New York for the purpose of taking over
all of the rights of the CONTRACTOR under this Con-
tract and for the purpose of carrying on the busi-
ness contemplated hereunder, the INTERBOROUGH
COMPANY agrees to consent to the assignment of
this Contract in its entirety to such corporation,
provided it shall be satisfied with the financial
condition and ability of any such corporation to
carry on such business and to make the payments
required hereunder, and, provided further, that no
such consent shall affect the rights or lien of IN-
TERBOROUGH COMPANY to or upon the cash or secur-
ities deposited hereunder for the faithful perform-
ance of this Contract, and, provided further, that
such consent may be given upon such further con-
ditions as may be reasonably required for the ade-
quate protection of the INTBRBOROUGH COMPANY.
IN WITNESS WHEREOF, INTERBOROUGH
TRANSIT COMPANY has caused this Contract to be
signed in its name by its President and its corpo-
rate seal to be hereto affixed, attested by its Sec-
retary, and ARTEMAS WARD has hereunto signed
his name and affixed his seal, the day and year first
above written.
INTERBOROUGH RAPID TRANSIT COMPANY,
By T. P. SHONTS,
President.
Attest :
H. M. FISHER,
Secretary.
[Corporate Seal.]
ARTEMAS WARD ( L. s. )
32
STATE OF NEW YORK,
COUNTY OF NEW YORK, f ss '
On this 29th day of December, in the year One
thousand nine hundred and thirteen (1913), be-
fore me personally came T. P. SHONTS, to me
known, who, being by me duly sworn, did depose
and say that he resides in the City of New York,
State of New York ; that he is the President of IN-
TERBOROUGH RAPID TRANSIT COMPANY,, the corpora-
tion described in and which executed the forego-
ing instrument; that he knows the seal of said cor-
poration; that the seal affixed to said instrument
is such corporate seal ; that it was so affixed by
order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.
J. C. NORRIS,
(Notarial Seal) Notary Public,
N. Y. Co., No. 2777.
Certificate Filed Register's Office,
N. Y. County, No. 5029.
33
STATE OF NEW YORK,)
COUNTY OP NEW YORK,)
On this 29th day of December, in the year One
thousand nine hundred and thirteen (1913), be-
fore me personally came ARTEMAS WARD, to me
known, and known to me to be the individual de-
scribed in and who executed the foregoing instru-
ment, and he duly acknowledged to me that he ex-
ecuted the same.
J. C. NORRIS,
(Notarial Seal) Notary Public,
New York County, No. 2777.
Certificate Filed Register's Office,
N. Y. County, No. 5029.
34
RATES FOR SPACE IN CARS.
Size 11 x 21 Inches.
For Twelve For Six For Three
Months' Months' Months'
Lease Lease Lease
Per Month Per Month Per Month
Elevated & Subway, all
H of all cars
cars. $1,450.00
850 00
$1,595.00
935 00
$1,670.00
980 00
J4 of all cars
475.00
525 00
550 00
Elevated alone, all cars.
850.00
935 00
980 00
l /2 of all cars
475 00
525 00
550 00
54 of all cars
275.00
305 00
325 00
A. W.
T. P. S.
RATES FOR SPACE ON ELEVATED OR SUBWAY
STATIONS.
For 1-Sheet Poster, Size 30 x 46 Inches.
For Twelve For Six Foi Three
Months' Months' Months'
Lease Lease Lease
Per Month Per Month Per Month
All stations
$600 00
$660 00
$690 00
l /2 of all stations
350 00
385 00
405 00
J4 f all stations
200.00
220.00
230.00
COMBINATION RATES FOR SPACE ON
AND SUBWAY STATIONS.
ELEVATED
For 1-Sheet Poster, Size 30 x 46 Inches.
For Twelve For Six For Three
Months' Months' Months'
Lease Lease Lease
Per Month Per Month Per Month
All stations
l /z of all stations.
J4 of all stations.
.$1,000.00 $1,100.00 $1,150.00
. 600.00 660.00 690.00
350.00 385.00 405.00
A. W.
T. P. S,
i n\H\/ t: :
INTERBOROUGH RAPID TRANSIT COMPANY
and
THE TERRY & TENCH CO., Inc.,
THE SNARE & TRIEST COMPANY, and
THE T. A. GILLESPIE COMPANY.
CONTRACT FOR THE CONSTRUCTION OF ADDI-
TIONAL TRACKS, ETC., MANHATTAN
ELEVATED LINES.
Dated, February 13, 1914.
The Hecla Press, 57 Warren St., N. Y. Tel. 6067 Barclay.
'ML
1. THIS CONTRACT is made between the INTER-
BOROUGH KAPID TRANSIT COMPANY, hereinafter
called "the Company," and THE TERRY & TENCH
Co., Inc., a New York corporation, THE SNARE &
TRIEST COMPANY, a New York corporation, and
THE T. A. GILLESPIE COMPANY,, a New Jersey cor-
poration, -who have associated themselves together
for the purpose of doing the work herein described,
and who are hereinafter called "the Contractor."
2. The Company is the lessee and operator of
the elevated railroads of the Manhattan Bailway
Company in The City of New York. On March
19, 1913, the Public Service Commission delivered
to the Manhattan Railway Company, and that Com-
pany accepted, a certificate for the construction
and operation of additional tracks on Second Ave-
nue, Third Avenue and Ninth Avenue. The orig-
inal of that certificate is on file with the Commis-
sion and is made a part of this Contract, so far
as it may be applicable.
3. This Contract is intended to be a sub-con-
tract for the performance by the Contractor of all
of the obligations as to the construction of Plant
and Structure as the words "Plant and Structure"
are defined in said certificate (except additions),
imposed upon the Company by the acceptance of
said certificate, with the exception of certain things
hereafter stated which the Company will do itself,
or engage others to do.
4. The Contractor hereby undertakes the per-
formance of all of such construction obligations
and agrees to do all work and furnish all labor,
tools, machinery, plant and materials necessary
therefor, in strict accordance with the terms and
conditions of the said certificate and under the
supervision and to the satisfaction of the Chief
Engineer of the Company and in accordance with
the specifications hereto annexed and the drawings
herein referred to, which are hereby made a part
of this Contract, Said drawings bear the general
title "Interborougli Rapid Transit 'Company," and
are specified and identified in Schedule A annexed
hereto.
5. The Company, in consideration of such per-
formance, will pay to the Contractor the actual
and necessary costs hereinafter specified incurred
by the 'Contractor, and, except as hereinafter pro-
vided, in addition thereto a sum equal to fifteen
per centum ( 15% ) of such costs as compensation
to the Contractor for its skill and services and for
furnishing and maintaining in good order and re-
pair the necessary plant, tools and machinery for
the performance hereunder, and also for all obliga-
tions and risks herein assumed by the Contractor,
hereinafter called the Contractor's percentage.
6. The actual and necessary costs shall include :
(a) The sums actually and necessarily paid by
the Contractor for all labor and materials enter-
ing into the construction herein provided for;
(b) The sums actually and necessarily paid by
the Contractor for superintendence; rents of field
offices, licenses and permits, field office manage-
ment and expenses ; engineering and legal expenses ;
(c) The sums actually and necessarily paid by
the Contractor for such insurance or indemnity
bonds as the 'Company may prescribe or as the
Contractor may otherwise deem proper (but not
including any premium paid by the Contractor on
the bond given hereunder as security for the faith-
ful performance by the Contractor of this con-
tract) ; no 'Contractor's percentage shall be allowed
on such sums;
(d) Expenditures necessarily incurred in defend-
ing and discharging claims for damages to per-
sons or property arising from negligence, or other-
wise, by the Company, the Contractor, or whomso-
ever done; or at the option of the 'Company, the
Contractor will turn over to the Law Department
of the Company all such claims and suits for ad-
justment, litigation or payment by the Company;
no 'Contractor's percentage shall be allowed on ex-
penditures in payment of claims or judgments for
injuries to persons or property.
7. On or about the first day of each month, the
Chief Engineer shall make an estimate in writing,
such as, in his opinion, shall be just and fair of
the actual and necessary costs incurred for the
work done and materials delivered to the end of
the preceding calendar month, or since the last
monthly estimate. The Chief Engineer shall also
make an estimate in writing, such as, in his opin-
ion, shall be just and fair, of the actual and neces-
sary costs incurred by the Contractor for materials
procured by it and in its possession in The City
of New York, although not yet delivered to the
Company, provided that such materials be set
apart and marked and identified as the property
of the Company.
8. On or about the fifteenth day of each month
ninety per centum of the amount appearing due
by such estimates, together with the Contractor's
percentage thereof, shall be paid to the Contractor
in cash at the office of the Company upon delivery
of receipts satisfactory to the Company.
9. Whenever, in the opinion of the Chief En-
gineer, the Contractor shall have completely per-
formed a substantial and conveniently separable
portion of this Contract, the Chief Engineer shall
prepare an intermediate estimate as to such separ-
able portion showing from actual measurement
the whole amount of work done and materials fur-
nished as to such portion and the actual and neces-
sary costs thereof according to the terms of this
'Contract. At the expiration of thirty days after
the delivery of such intermediate estimate as to
any such substantial portion, the Company shall
pay to the Contractor the amount of such costs,
plus the Contractor's percentage then remaining
unpaid as to such substantial portion, provided
that as to all other portions remaining unper-
formed, progress satisfactory to the Chief Engineer
shall have been made by the Contractor.
10. Whenever, in the opinion of the Chief En-
gineer, the Contractor shall have completely per-
formed this 'Contract, the Chief Engineer shall
prepare a final statement or estimate showing from
actual measurements the whole amount of work
done and materials furnished by the Contractor
and the actual and necessary costs thereof, plus
the Contractor's percentage to the Contractor. At
the expiration of ninety days after the delivery of
such final estimate, the 'Company shall pay to the
Contractor in cash the amount remaining after de-
ducting from the amount stated in such final esti-
mate all such sums as shall theretofore have been
paid to the Contractor under any of the provisions
of this Contract, and also any sum or all sums of
money as by the terms hereof the Company is or
may be authorized to reserve or retain. All prior
monthly or intermediate estimates or other certi-
ficates upon which partial or other payments may
have been made (being merely estimates) shall be
subject to correction in the final estimates.
11. The acceptance by the 'Contractor of the last
or final payment shall be and operate as a release
to the Company from all claim and liability to the
Contractor for anything done or furnished for, or
relating to, the work, or for any act or neglect
of the Company or the 'Chief Engineer, or of any
person relating to or affecting the work.
12. It is understood that this Contract must
be performed without seriously interfering with the
normal and usual operations of the railroads and
the power house, sub-stations, shops, terminals and
other places and appliances of the Company, and
therefore it is expressly agreed that, as to all mat-
ters, the 'Contractor and its subordinates will co-
operate and confer, and comply with the directions
of the Chief Engineer. This provision shall apply
to all work of construction and the time, manner
and methods of the performance of each and every
part thereof, including the furnishing of labor and
material therefor.
12a. Before entering upon the performance of
this contract the Contractor shall file with the Chief
Engineer for his approval a statement or schedule
of the rates of salaries and wages proposed to be
paid by the Contractor for all classes of employees
and laborers, including engineering and clerical as-
.sistants, engaged in the performance of this con-
tract. No allowance shall be made to the Con-
tractor in excess of the rate approved by the Chief
JBngineer, .Such .statement or .schedule may be
6
charged or supplemented from time to time as con-
ditions may require provided the approval of the
Chief Engineer shall be first obtained.
13. The Company may, whenever it deems it ad-
visable, establish a system of accounts, vouchers and
pay-rolls to be used by the Contractor in connec-
tion with this Contract, and may from time to time,
prescribe and alter the form and manner in which
they shall be kept. The Company shall at all times
have access to all such accounts and other records
for inspection and examination, so that the actual
costs can, at all times, be promptly and accurately
determined and the property identified.
14. No payment, credit, compensation, or con-
cession, of whatsoever character, having in any
way to do with the actual and necessary costs of
the Contractor under this Contract, shall be de-
termined to be a part of such costs, unless the Con-
tractor, before making such payment, credit, com-
pensation or concession, shall forthwith file with
the Company a duplicate voucher, credit slip or
other original evidence thereof, for audit by the
Auditor of the Company and approval for payment
by the President of the Company, or by some per-
son by the President thereunto duly authorized.
15. The 'Company may object to any expenditure
either made or proposed, as unreasonable or im-
proper, and thereupon such expenditures shall not
be estimated by the Chief Engineer, as part of the
actual and necessary costs; but the disputed items
shall be held in suspense and submitted to ad-
judication either by arbitration or in the courts.
16. The Contractor shall not assign this Con-
tract without first having obtained the consent in
writing of the Company, and without such con-
sent no such assignment shall be recognized by, or
be binding upon the Company. The Contractor
shall (except in such cases where permission to do
otherwise is expressly granted from time to time
in writing by the Company through its President or
a Vice-President) before entering into any con-
tract, agreement or undertaking having to do with
the construction or equipment of the railroads,
submit the same to the President or a Vice-Presi-
dent for his approval and he may, as a condition
of approval, require the insertion of such terms and
conditions therein as may be deemed necessary.
The Company may further require the Contractor,
before entering into any agreement having to do
with the construction hereunder to ask for pro-
posals upon forms of contracts satisfactory to the
Company in a specific manner and for a specified
time.
17. This 'Contract contemplates the most thor-
ough and minute inspection by the Company and
its Chief Engineer, and by their representatives or
subordinates, of all work and materials (and of the
manufacture or preparation of such materials)
entering into the construction, and the Contractor
shall at all times give to the Company and its
officers, to the Chief Engineer and his duly author-
ized assistants and subordinates, and to any per-
son designated by the President or a Vice-President
of the Company, all facilities, whether necessary
or convenient, for inspecting the materials to be
furnished and the work to be done in and about
the construction under this Contract, and such
representatives of the Company shall be admitted
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, prepa-
ration, shipment or delivery. But it is expressly
agreed however, that no omission on the part of
the Company, or its Chief Engineer, or any other
8
representative thereof, to point out any errors,
variations or defects, shall give the Contractor any
right or claim against the Company, or in any way
relieve the Contractor from its obligation to do the
work and furnish the materials according to the
terms of this Contract.
18. The Contractor also agrees strictly and fully
and freely to comply with every provision of the
certificate in respect to inspection and supervision
by the Public Service 'Commission to the extent
that such provisions have to do with 'the perform-
ance of this Contract.
19. Simultaneously with the execution of this
Contract, and before the same shall be or become
binding upon the Company, the Contractor shall
deliver to the Company a bond in the form attached
hereto and made a part hereof, executed by the Con-
tractor and a surety or sureties, approved by the
Company in the sum of Five hundred thousand
dollars ($500,000) as security for the faithful per-
formance of this Contract by the 'Contractor.
20. In addition, and as further security, the
Company may retain ten per centum (10%) of the
amounts certified from time to time to be due on
each preliminary estimate until said ten per centum
(10%) shall have been paid in full upon an inter-
mediate estimate, or a final estimate, as herein-
before provided.
21. The Company reserves the right to change
the location, and to alter in any way it may deem
necesSary, the drawings aforesaid, in part or alto-
gether, at any time during the progress of the work,
without constituting grounds for any claim by
the Contractor for payment or allowance for dam-
ages or extra services, or loss of profit other than
payments of the actual and necessary costs for
work done and materials furnished, plus the Con-
tractor's percentage.
22. Any directions or explanations given by the
Chief Engineer to the 'Contractor, or its agents, em-
ployees or sub-contractors, to complete or give
proper effect to the plans and specifications, shall
be deemed a part of said specifications and of this
Contract; but all such directions shall be in writing
and a copy thereof duly delivered to the Contractor
at its office immediately thereafter.
23. All materials furnished and work done not
in accordance with said plans and specifications
shall, on demand of the 'Chief Engineer, be re-
moved by the Contractor (unless erected or fur-
nished by direction of the Company), at the ex-
pense of the Contractor, and other materials shall
be furnished and work done in place thereof which
shall be in accordance with said plans and speci-
fications, the Company reserving the right to con-
tinue to use the rejected parts in service until new
parts have been furnished, and such alterations
shall be without cost to the Company.
24. To prevent disputes and litigations, the
Chief Engineer shall, in all cases, determine the
amount, quality, acceptability and fitness of the
several kinds of work and materials which are to
be paid for under this Contract, except as to ex-
penditures objected to by the Company as in para-
graph 15 provided ; shall determine all questions in
relation to the work and the construction thereof,
and shall, in all cases, determine every question
which may arise relative to the fulfilment of this
Contract on the part of the Contractor. Such de-
termination and estimate shall be final and con-
clusive upon the Contractor, and shall be a condi-
tion precedent to the right of the Contractor to
receive any money under this Contract.
10
25. During the progress of the work, it will be
necessary for other contractors and persons or em-
ployees of the 'Company to do work in or about the
construction or equipment upon, or adjacent to,
some portion of the railroad embraced within this
Contract. The Contractor shall afford to such other
contractors or persons or employees of the Com-
pany, such facilities as the Chief Engineer mar
require. Any difference or conflict which may
arise between the Contractor and such other con-
tractors, or persons, or employees, of the Com-
pany in regard to their work shall be adjusted
and determined by the Chief Engineer.
26. The Company may pay the amount of any
liens upon or growing out of any of the work done
or materials furnished hereunder, and may deduct
the amounts so paid from the amount then or there-
after falling due to the Contractor, and the Con-
tractor hereby undertakes to indemnify and save
harmless the Company from and against all loss,
damage or expense arising from such liens.
27. Time is of the essence of this Contract. The
Contractor shall begin the performance of the work
in such portions or subdivisions, when and as
directed by notice in writing by the Chief Engineer.
At the time of such notice the 'Chief Engineer may
issue additional or supplemental specifications to
the specifications hereto annexed, which additional
or supplemental specifications shall be deemed to be
a part of this Contract The Chief Engineer shall
specify in such notice or in such additional or sup-
plemental specification, the date when the work
therein specified to be done shall be completely
done; the entire work, however, to be completed,
and the Contractors' plant, tools and machinery to
be removed from the Company's property within
eighteen months from the date of (lie delivery of
this contract. The Contractor will carry on the
work with such force and number of shifts and in
such manner and order as may be directed by the
Chief Engineer.
28. In the computation of the time occupied by
the Contractor in completing the performance of
the work, or furnishing the materials specified in
such notice or such additional or supplemental
specifications, the length of time, during which the
work or any part thereof has been delayed by any
act or omission of the Company, or by interference
by public authority, or by injunction for which
the Contractor is in no way responsible, or other
causes beyond the reasonable control of the Con-
tractor, shall be allowed to the Contractor and the
time for completion shall be extended by the Com-
pany by the amount of the time of such delay; pro-
vided, however, that no period of such delay shall
he deemed to begin until -written notice thereof
shall be given by the Contractor to the 'Company.
29. The Company shall be accorded the right, if
it so desires, to intervene or become a party to any
suit or proceeding in which an injunction shall be
obtained, and to move to dissolve the same or other-
wise, as the 'Company may deem proper. If re-
quested, the attorney or counsel of the Company
shall be authorized by the Contractor to appear, for
that purpose, as attorney or counsel for the Con-
tractor.
30. The Company reserves the right of tem-
porarily suspending the execution of the whole or
any part of the work herein contracted to be done
at such times and for such periods as the Chief
Engineer may deem necessary, and it shall be the
duty of the Contractor during such period of sus-
pension to maintain and preserve the plant and the
work theretofore completed in proper and safe con-
12
dition and to provide and furnish all labor and
materials necessary therefor. The actual and neces-
sary costs, plus the Contractor's percentage as here-
inhefore defined, of such maintenance and preser-
vation shall be paid to the Contractor, but no ad-
ditional percentage or other compensation shall be
paid because of such suspension.
31. The permitting of the Contractor to con-
tinue the performance of work, or the furnishing of
material, or any part thereof, after the time speci-
fied in such notice or additional or supplemental
specifications for completion, or after the date to
which the time of completion may have been ex-
tended, or the making of partial payments to the
Contractor after any such periods, shall in no wise
operate as a waiver on the part of the Company of
the right to terminate the employment of the Con-
tractor or to invoke any other of the remedies here-
in provided in case of abandonment or delay, nor
shall any such permission or payment be deemed a
wjiiver or forfeiture by the Company of any claim
for damages or expenses arising from such non-
completion within the time or times specified.
32. In case the Contractor shall fail to com-
plete the performance of work specified in such
notice or additional or supplemental specifications,
in accordance with the specifications and to the
satisfaction of the Chief Engineer within the time
specified therefor, the Contractor shall and will pay
to the Company the sum of 1/50 of one per cent,
of the estimated cost of the particular portion as
to which it shall be in default, for each and every
day the time consumed in said performance and
completion may exceed the time allowed for that
purpose, which said sum, in view of the difficulty
of ascertaining the exact damage which the Com-
pany will suffer by reason of delay in such per-
13
formance or completion, is hereby agreed upon,
fixed and determined by the parties hereto as the
liquidated damages that the -Company will suffer
by reason of said delay and default, and not as a
penalty; and the Company shall and may deduct
and retain the amount or amounts of such liqui-
dated damages out of the moneys which may be due
or become due to the Contractor under this Con-
tract.
33. Should the 'Contractor at any time refuse or
neglect to supply a sufficiency of properly skilled
workmen or of materials of the proper quality, or
fail in any respect to prosecute the work with such
skill and diligence as will, in the opinion of the
Chief Engineer, insure its completion within the
time herein stipulated, or fail in the performance
of any of the agreements herein contained, the Com-
pany shall be at liberty, after ten days' written
notice to the Contractor, to provide any such labor
or materials, and to deduct the cost thereof from
any money then due or thereafter to become due to
the Contractor under this 'Contract; and if the
Chief Engineer shall certify that such refusal, neg-
lect or failure is sufficient ground for such action,
the Company shall also be at liberty to terminate
the employment of the Contractor for said work
and to enter upon the premises and take possession
for the purpose of completing the work compre-
hended under this Contract, of all materials, plant,
tools and appliances thereon, and to employ any
other person or persons to perform said work, and
to provide the materials therefor; and in case of
such termination, the 'Contractor shall not be en-
titled to receive any further payment under this
Contract until said work shall be wholly completed,
at which time, if the unpaid balance of the amount
to be paid under this Contract shall exceed the ex-
pense incurred by the Company in completing the
14
work, such excess shall be paid by the Company to
the Contractor; but if such expenses shall exceed
such unpaid balance, the Contractor shall pay the
difference to the Company; and the certificate of
the Chief Engineer of the cost of furnishing the
materials and completing the work shall be con-
clusive upon the parties.
34. In case of the bankruptcy, insolvent assign-
ment or failure of the Contractor before this Con-
tract is completed on its part, the Company may,
in addition to all other rights and remedies herein
or by law provided, elect to take possession of the
unfinished work of this Contract, or any part there-
of, and the materials required therefor, and to have
the same completed and delivered at the expense
of the Contractor or its assignees.
35. All risk of loss or damage not caused or
contributed by the Company, to the work or to any
part thereof, or to any of the materials, is assumed
by the Contractor, and any such loss or damage
shall be made good by it at its own cost, and the
construction shall be carried forward by it in ac-
cordance with this Contract without additional cost
to the Company by reason of such loss or damage,
unless the same shall be caused by the act of God,
the public enemy, riots, or the malicious or criminal
acts of others.
36. It is expressly agreed, however, that the
Contractor shall not be discharged or relieved from
any obligations and liabilities hereunder by the
employment of a subcontractor. The provisions of
this Contract shall apply to such subcontractor, its
agents and employees, in all respects, and all acts
and negligence of the subcontractor, its agents and
employees, shall be deemed to be those of the Con-
tractor.
15
37. The tools, machinery and plant to be used,
installed and operated by the 'Contractor shall be of
the best kind and sufficient and proper for the work
to be done; but if at any time the Chief Engineer
shall deein such tools, machinery and plant insuf-
ficient or improper, or the methods of operation
faulty, either for performing the work in the man-
ner or time required by the Contract and specifica-
tions, or for the security of persons or property, he
may order them increased, changed or discontinued,
and the Contractor shall comply immediately.
38. The Chief Engineer may order the discharge
of any employee of the Contractor for inefficiency
or for conduct which, in the opinion of the Chief
Engineer, is prejudicial to the interests of the Com-
pany, and the employee shall not again be employed
on the work. Subcontractors and their employees
shall be considered as employees of the Contractor.
39. The Contractor shall obtain all licenses and
permits necessary for the prosecution of the work,
and observe and comply with all laws of the United
States, of the State of New York, and all local
ordinances or regulations in any manner regulating
or affecting the labor or materials involved in the
performance of this Contract and shall protect the
Company from any penalties incurred in conse-
quence of violation or neglect thereof by the Con-
tractor or by anyone in the employ of the Contrac-
tor.-
40. In the event of any doubt as to the meaning
of any portion or portions of the specifications or
contract drawings, or the text of this Contract, the
same shall be interpreted as calling for the best con-
struction, both as to materials and workmanship,
capable of being supplied or applied under existing
local conditions, irrespective of any provisions here-
in contained as to the inspection of the said! work
and materials.
16
41. The specifications and other provisions of
this Contract and the drawings are intended to be
explanatory of each other. Should, however, any
discrepancy appear or any misunderstanding arise
as to the import of anything contained in either, the
explanation of the 'Chief Engineer, if in writing,
shall be final and conclusive.
42. If any inconsistency or conflict shall exist
between any part of this Contract and said speci-
fications, the provisions of this Contract shall pre-
vail.
43. In the absence of the Contractor, the Chief
Engineer shall have authority to give such instruc-
tions as he may deem immediately necessary to the
superintendent or foreman in charge at the point
where such instructions are given, and the same
shall be obeyed as though issued to and by the
Contractor.
44. All written notices to the Contractor herein
provided for shall be given by mailing or delivering
the same, addressed to the Contractor at his prin-
cipal office of The City of New York, State of New
York. Proof of sending same by registered mail
shall be sufficient for all purposes. The provisions
of this paragraph shall also apply to all notices to
be given to the Contractor or to the surety or sure-
ties of the Contractor under or in connection with
the surety bond given or required in accordance
with this 'Contract.
45. The Company reserves the right at its option
to execute with its own organization, or to engage
others to execute, such portions of the work as it
may deem advisable because of its or their greater
familiarity therewith, or as a matter of convenience
in connection with its ordinary other business. In
general, such excepted work will be changes in
17
foundations and tracks and such other things as
in the opinion of the Chief Engineer may "best be
done in that manner. But the Contractor agrees
to leave all such questions to the judgment of the
Company, acting by its Chief Engineer.
46. This Contract, except for temporary occu-
pation by the Contractor, does not include the pro-
curement of real estate or easements, or rights,
titles and interests in real estate for the construc-
tion of the railroads or their operation; nor mat-
ters pertaining to franchises or consents incidental
thereto, but the Contractor shall make no claim
for damages or loss of profit in case the Company
shall be unable to obtain the necessary franchises
or consents incidental thereto for the construction
of any portion or portions of the work contem-
plated by this contract.
47. The provisions of the Certificate as to arbi-
trations shall be followed by the Company and the
Contractor in the adjustment of disputes so far as
those provisions may be workable under this Con-
tract.
48. Upon the completion of any part of the
work, the 'Contractor shall, on demand of the Chief
Engineer, remove therefrom the Contractor's plant,
tools, machinery, and appliances, and shall also re-
move therefrom or turn over to the Company, as
directed, the materials then remaining on hand
which have been paid for by the 'Company as part
of the Contractor's actual costs, or such portions
thereof, as the Chief Engineer may deem necessary
so as not to impede the execution of the remaining
work by the Contractor or others. Upon the final
completion of the entire work and its acceptance by
18
the Chief Engineer, the Contractor shall remove
from the Company's property all of the Contrac-
tor's plant, tools, machinery and appliances then
remaining on hand and leave the premises free from
rubbish and waste materials and in a clean and
finished condition, and the Contractor shall turn
over to the Company all materials, wherever
located, then remaining on hand which have been
paid for : by the Company as part of the Contractor's
actual and necessary costs. If any such materials
shall be sold or disposed of by the Contractor be-
fore the final completion of the work, the pro-
ceeds shall be credited by the Contractor upon its
monthly estimates as equivalent to cash payments
by the Company; but no such materials shall be
sold or disposed of by the Contractor without first
procuring the approval of the Company.
49. It is expressly understood and agreed that
The Terry & Tench Co., Inc., The Snare & Triest
Company and The T. A. Gillespie Company shall do
and perform such character, kind and portion or
portions of the work hereunder, as the Chief En-
gineer, during the progress of the work, or in the
notice, or additional or supplemental specifications,
provided for in paragraph 27 hereof, shall desig-
nate.
50. All the work hereunder to be done by the
Contractor shall be done under the guidance, super-
vision and administration of The T. A. Gillespie
Company, which shall from time to time present the
estimates and receive all payments due the Con-
tractor hereunder.
IN WITNESS WHEREOF, the parties hereto have
caused their respective corporate seals to "be hereto
affixed and attested by their respective secretaries
19
and these presents to be signed by their respective
presidents the 13th day of February, 1914.
INTERBOROUGH RAPID
TRANSIT COMPANY,
By T. P. SHONTS,
('Corporate Seal) President.
Attest :
H. M. FISHER,
Secretary.
THE TERRY & TENCH CO., INC.,
By E. F. TERRY,
(Corporate Seal) President.
Attest :
FREDERICK TENCH,
Treasurer.
THE SNARE & TRIEST COMPANY,
By W. G. TRIEST,
(Corporate Seal) V. President.
Attest :
A. W. BUTTENIIEIM,
Secretary.
THE T. A. GILLESPIE COMPANY,
By T. A. GILLESPIE,
(Corporate Seal) President.
Attest :
R. A. JOHNSTON,
Asst. Secretary.
(Duly acknowledged by all parties February 13,
1914.)
20
GENERAL SPECIFICATIONS FOR ELEVATED KAILWAY
IMPROVEMENTS.
1. The work to be done tinder these specifica-
tions comprises the furnishing of all materials and
labor required for constructing the Elevated Rail-
way Improvements as herein described and illus-
trated by the drawings specified, except as provided
in paragraph thirteen (13) o>f the invitation.
2. The drawings herein referred to are ninety-
six (96) in number, bear the general title "Inter-
borough Rapid Transit 'Company," and are speci-
fied and identified in Schedule A annexed hereto.
These drawings are general alignment drawings.
3. The Company will furnish additional draw-
ings and specifications illustrating in detail all
work to be done hereunder, and such specifications
and drawings shall 'be of equal force with these
specifications and the drawings herein referred to.
4. All lines and levels necessary for the prosecu-
tion of the work will be established by the Engineer.
The Contractor shall provide all facilities necessary
for establishing the lines and levels, and shall take
due precaution to preserve all marks and stations
established by the Engineer.
5. The work is divided into the following sec-
tions, and it is the intention that each section shall
be treated as an individual work.
21
MANHATTAN ELEVATED RAILWAY IMPROVEMENTS.
SECTION No. 1.
Section No. 1 comprises the reconstruction of the
Elevated Kailway on Park Row from the present
terminus at City Hall to Bent 189 at Chatham
Square, a total distance of 1960 lineal feet, and on
New Bowery from 'Column #117 near Franklin
Square to Column #162 near Division Street, a
total distance of 1840 lineal feet,
The reconstruction in Park Row comprises prac-
tically a replacement of the present two (2) track
structure with a new four (4) track structure; a
new station at City Hall and a new station in a
new location at Chatham Square taking the place
of the present Chatham Square, Third Avenue
Station, which is to be demolished.
The principal exceptions to this statement are
that the present longitudinal track girders and
center platform girders, floor beams and bracing of
the old City Hall Station ; the present longitudinal
track girders, bracing and cross girders from Bent
155 to Bent 170 will be retained and built into the
new structure.
The reconstruction on New Bowery comprises
the addition of a two (2) track structure founded
on new cross girders supported on the present
columns and the reconstruction of the Second
Avenue Chatham Square Station to provide a train
platform for these two (2) upper grade tracks.
Under this reconstructed station the present
cross girders and columns will be replaced by new
structural members.
The present foundations under 52 columns are
to be taken out and replaced by new foundations.
The estimated weight of new structural material
required for Section No. 1 jg 5,963 Tons.
SECTION No. 2.
Section No. 2 comprises the reconstruction of
the Elevated Kailway, in the Bowery, from Column
#162 north of Division Street to Column #285
north of Fifth Street, and is sub-divided into Sec-
tion No. 2A from Column #162 north of Division
Street to Column #219 north of Delancey Street,
a total length of 2,531 feet, and Section No. 213
from Column #219 north of Delancey Street to
Column 285 north of Fifth Street, a total length of
2,737 feet.
The reconstruction on Section No. 2A comprises
the replacement of the present structure with a five
(5) track structure from 'Chatham Square to Canal
Street, and a three (3) track structure from Canal
Street to Delancey Street, and new stations at
Canal and Grand Streets, to take the place of the
present stations.
The principal exception to this statement is that
the longitudinal track girders on the east and west
lower deck tracks from Bent #162 to #169 will
be retained and built into the new structure.
On Section No. 2 A 17 foundations will be re-
built.
The estimated weight of new stmctural material
required for Section 2A is 4,562 Tons.
SECTION No. 2B.
Section No. 2B comprises the complete replace-
ment of the present two (2) track structure sup-
ported on the columns located inside the curb lines
with a three (3) track structure supported on
columns in the roadway, and the construction of a
new express station at Houston Street to take the
place of the present Houston Street Station.
23
The estimated weight of new structural material
required for Section No. 2B is 3,820 Tons.
SECTION No. 3.
Section No. 3 comprises the completion of the
third track on the Third Avenue Line from Column
#285 near Fifth Street to Column #954 near
116th Street, with new over-grade express stations
on 9th, 23rd, 42nd and 106th Streets.
There is 5,104.31 lineal feet of center track struc-
ture to be constructed to complete the center track
on the Third Avenue Line and this comprises new
longitudinal track girders, new cross girders tak-
ing the place of the present arch braces and the re-
inforcement of the present column tops.
Under express stations at 9th, 23rd, 42nd and
106th Streets 35 cross bents consisting of two (2)
columns and a cross girder will be replaced Tby new
structural members. It is the intention to use the
present foundations under columns at new express
stations where the bents are replaced by new bents,
but it may be necessary to rebuild these founda-
tions if the} 7 are found to be in poor condition when
the work is done.
The estimated weight of new structural material
required for Section No. 3 is 3,929 Tons.
SECTION No. 4A.
Section No. 4A comprises the completion of
center track on the Second Avenue Line from near
Chatham Square to the center line of 116th Street
with new express station at 14th and 42nd Streets,
and new local station at 92nd Street.
The work on this section comprises the addition
of 23,382 lineal feet of new center track structure
24
consisting of longitudinal track girders and brac-
ing. No alteration of moment being necessary in
the present cross girders or columns.
The present island station at 92nd Street and
Second Avenue will be replaced with a local station
having outside platforms.
The estimated weight of new structural material
required for Section No. 4A is 5,544 Tons.
SECTION No. 5.
Section No. 5 is su'b-divided into four (4)
divisions, as folows:
(a) All work required to build one ad-
ditional over-grade track on the Third Ave-
nue Line from Column #954 near 116th
Street to connect with the two upper tracks
of the new bridge over the Harlem River at
Second Avenue, and a new over-grade ex-
press station at 125th Street.
(b) All work required to reconstruct the
Second Avenue Line north of the center line
of 116th Street to provide a two (2) track
connection with the upper tracks of the new
bridge over the Harlem River at Second
Avenue, and a new mezzanine station at
125th Street.
(c) All work required for new double
deck, four track, swing bridge and approach
spans, and all operating machinery for draw
span.
(d) All work required for building two
(2) additional tracks from north end of new
bridge to 133rd Street.
25
SECTION No. 5A.
The cross bents including columns and cross
girders from Bent #1004 to #1030 with the ex-
ception of the columns at Bent #1026, #1029 and
#1030 will be replaced by new structural members.
Section No. 5A 26 column foundations under
present columns are to 'be replaced by new founda-
tions.
The estimated weight of new structural material
required for Section No. 5A is 1,732 Tons.
SECTION No. 5B.
The columns from Bent #877 to Bent #896 will
be replaced by new cotfimns on account of the neces-
sity of raising the structure at this point. Four old
columns at other points on this section will be re-
placed by new columns.
There will be a new station at 125th Street and
Second Avenue and the present station at 127th
Street, Second Avenue, will be demolished.
The estimated weight of new structural material
required for Section No. 5B is 1,440 Tons.
SECTION No. 50.
The work under Section No. 50 comprises the
complete replacement of the present drawbridge
and approach spans with a new four (4) track
double deck bridge and approach spans. No work
of any moment is required on the present piers.
The estimated weight of new structural material
not including operating machinery required for
Section No. 5O is 1,100 Tons.
20
SECTION No. 5D.
The work under Section No. 5D comprises the
addition of two (2) upper grade tracks supported
on a new structure, the columns of which, in some
cases cut through the present cross girders, and
this requires some cutting and refitting of present
structure.
The estimated weight of new structural material
required for Section No. 5D is 1,113 Tons.
SECTION No. 6A.
Section No. 6A comprises all the work required
for constructing two (2) additional tracks from
133rd Street to 143rd Street, Third Avenue Line,
with new upper-grade stations at 133rd, 138th and
143rd Streets, and a center track from 143rd Street
to Third Avenue near 147th Street,
The work on this section comprises the shifting
of the present southbound track 13 feet west for
a length of 2,800 feet and the construction of a two
(2) track elevated railroad at a higher level in the
space thus made between the two (2) present
tracks and practically new double deck stations at
133rd, 138th and 143rd Streets to take the place of
the present stations at these points. The present
southbound track is supported on masonry piers
and when this track is shifted 13 feet west it will
be necessary to construct new piers to take the
place of the present ones.
The present columns supporting the structure
on 'Third Avenue to near 147th Street will be re-
placed by new columns as the present columns are
not sufficiently strong to carry the proposed three
tracks.
The estimated weight of new structural material
required for Section 6A is 2,926 Tons.
27
SECTION No. 6C.
The work under this heading comprises the com-
pletion of the third track on the Third Avenue Line
from near 147th Street to Fordham Koad, and in-
volves the replacement of ten (10) island platform
stations with new outside stations.
The present columns supporting the structure
from 147th to 177th Street will be replaced by new
columns, as the present columns are not sufficiently
strong to carry three (3) tracks.
The estimated weight of new structural material
required for Section No. 60 is 8,075 Tons.
SECTION No. 7.
The work under this heading comprises all the
work required to widen the structure at 116th
Street and 123th Street and Eighth Avenue to pro-
vide a continuous center track past these two (2)
stations and to remodel station buildings and plat-
forms, and also the construction of express stations
at 66th Street, Columbus Avenue and 145th Street,
Eighth Avenue.
The estimated weight of new structural material
required for Section 7 is 1,487 Tons.
SECTION No. 8A.
Section No. 8A comprises all the work required
to build a center track on the Ninth Avenue Line
in Greenwich Street and Ninth Avenue from Cort-
landt Street to 14th Street, and island platforms
with over-grade bridges for express station stops
at 'Cortlandt, Warren, Desbrosses and Christopher
Streets.
28
The work on Section No. 8A comprises the con-
struction of 10,540 lineal feet of new single track
structure consisting of longitudinal track girders,
new cross girders and reinforcement of column
tops, and the reconstruction of stations at Cort-
landt, Warren, Desbresses and Christopher Streets
to provide island platforms for express trains at
these points with overgrade bridges connecting
these platforms with the present stations.
In this Section 154 old 'columns will be replaced
with new columns, 32 old cross girders will be re-
placed by new cross girders, 29 old cross girders
will be reinforced, and 61 spans or 4,328 lineal feet
of old longiturinal girders will be replaced with
new longitudinal girders in present southbound
track.
The estimated weight of new structural materials
required for Section No. 8A is 5,041 Tons.
SECTION No. 8B.
The work under this heading comprises the con-
struction of express stations at 14th Street and
34th Street, Ninth Avenue.
The estimated weight of new structural material
required for Section No. SB is 1302 Tons.
SECTION No. 8C.
The work under this heading comprises the eleva-
tion of the Ninth Avenue express track over the
junction with the Sixth Avenue tracks at 53rd
Street and Ninth Avenue.
The estimated weight of new structural material
required for Section No. 80 is 547 Tons.
29
SECTION No. 10B.
The work under this heading comprises the re-
construction of the present station and terminal
at 155th Street and Eighth Avenue to provide a two
track connection with the 162nd Street and Eighth
Avenue connection of the Elevated Railway Exten-
sions, involving the construction of two (2) new
island platforms, two (2) mezzanine stations, an
over-grade crossing of the express track with the
northbound local track and relocation of and ad-
ditions to the present structure for the purpose of
providing additional tracks as shown on Drawing
No. 10,106.
GEO. H. PEGEAM,
Chief Engineer.
30
Schedule A.
SECTION No. 1.
1056, 1057, 1058, 1059, 1258, 1259, 1260, 1261.
SECTION No. 2.
2500, 2501, 2502, 2503, 2034, 2035, 2036, 2037,
2038.
SECTION No. 3.
3012, 3013, 3014, 3015, 3016, 3017, 3018, 3019,
3020, 3076, 3077, 3088, 3089, 3090, 3091.
SECTION No. 4.
4002, 4009, 4010, 4011, 4048.
SECTION No. 5.
5002, 5003, 5004, 5005, 5038, 5039, 5062, 5216,
5217, 5218, 5600, 5607, 5800.
SECTION No. 6.
6001, 6002, 6003, 6601, 6602, 6603, 6604, 6605,
6606, 6607, 6608, 6609, 6610, 6611, 6612, 6613, 6614,
6615, 6616.
SECTION No. 7.
7002, 7023, 7024, 7025, 7026, 7027, 7028.
SECTION No. 8.
8004, 8005, 8006, 8007, 8008, 8009, 8010, 8011,
8012, 8300, 8301, 8302, 8303, 8504, 8505, 8506, 8700,
8701, 8702, 8703.
SECTION No. 10B.
10,106.
Of
1954
YL 17177
M258291
THE UNIVERSITY OF CALIFORNIA LIBRARY