miles operated on such line or portion thereof during such preceding month: (a) All rentals actually and necessarily payable by the Interborough Company for the use of property in connection with the tracks, structures and line equipment (as line equipment is defined in paragraph (c) of this Article) of such line or portion thereof under contracts or leases approved by the Commission and not chargeable to operating expenses, not including, however, any rental or compensation payable to the City under Article XLIX, L or LXXII of the Interborough Contract. (b) Taxes, if any, on property actually and necessarily used in the operation of such line or portion thereof, together with taxes and other governmental charges of every description assessed or which may hereafter be assessed in connection with or incident to the operation of such line or portion thereof and which are properly chargeable to the joint expense, 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) of tracks, structures and line equipment, such line equipment being defined for the purposes of this agreement as all Equipment belonging to such line or portion thereof exclusive of rolling stock and of 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. (d) Cost of power supplied by the Interborough Company, which shall be charged at the actual cost without profit but including taxes, interest, amortization and depreciation on that portion of the Equipment and Existing Equipment (as defined in the Interborough Contract) required for the generation, transmission, conversion and distribution of power up to the contact rails and the local lighting and power circuits. (e) Damages for accidents to persons or property (including personal injury claims) caused by joint employees or for which the Companies are otherwise jointly responsible. (f) All other operating expenses which are not herein specifically provided for and which are not incurred exclusively for either the Interborough Company or the Railway Corporation. ARTICLE SEVENTH: Each company shall bear the following expenses in connection with its own operation over each of said lines or portion thereof operated jointly: (a) Wages of train crews and other employees engaged exclusively in conducting its train service and the cost of labor and materials required in the care and maintenance of its cars. (b) Damages for accidents to persons or property (including all personal injury claims) for which such Company is solely responsible. (c) All expenses in connection with the collection of fares and other train revenue at stations, unless by future agreement approved by the Commission, both companies consent to a joint arrangement. on one-half equipment ARTICLE EIGHTH: The Railway Corporation, after the commencement Quarterly of joint operation and during the continuance of this agreement, shall pay Interborough payments to to the Interborough Company at quarter-yearly intervals for the quarter Company years ending March 31, June 30, September 30 and December 31 as rental cost of line an amount (for interest and amortization) equal to one-quarter of six per centum (4 of 6%) on one-half the cost of the line equipment (as defined in paragraph (c) of Article Sixth) of Subdivisions III, IV and V of the Steinway Tunnel Line. The cost of such line equipment shall be How determined in the manner provided in the Interborough Contract for determining the cost of Equipment. determined rental ARTICLE NINTH: The Railway Corporation, after the commencement of Payments by Railway joint operation and during the continuance of this agreement, shall also Corporation pay to the Interborough Company at quarter-yearly intervals for the to Interborough Comquarter years ending March 31, June 30, September 30 and December 31 as pany as rental an amount (for interest and amortization) equal to one-quarter of six per centum (4 of 6%) on one-quarter of the cost of construction of Subdivisions III, IV and V of the Steinway Tunnel Line. Such cost of construction shall be determined in the manner provided in the Interborough Contract. Cost of construction, how determined rental The Railway Corporation shall also pay to the Interborough Company at such quarter-yearly intervals, after the commencement of joint operation and during the continuance of this agreement, for such quarter years as additional rental, an amount (for interest and amortization) equal to one-quarter of six per centum (4 of 6%) on one-quarter of such cost of construction, provided, however, that such additional rental shall only be Additional immediately payable for such quarter years as the revenue of the Railway Corporation as defined in Article XLIX of the Railway Contract shall exceed the amount of the deductions specified in Paragraphs 1 to 8 inclusive of said Article XLIX, and then only up to the amount of such excess; but any deficits in the payment of such additional rental under this paragraph shall be cumulative and shall bear simple interest and shall be paid to the Interborough Company before any payment is made to the City under Paragraph 9 of said Article XLIX of the Railway Contract. ARTICLE TENTH: In case the Railway Corporation shall operate on any portion of Subdivisions III, IV and V of the Steinway Tunnel Line before such Subdivisions are entirely completed and equipped for operation, then from the commencement of such operation until the entire completion and equipment of such Subdivisions III, IV and V the rental payable by the Railway Corporation to the Interborough Company under Articles Eighth and Ninth hereof, instead of being based upon the cost of the line equipment and construction of the whole of such Subdivisions III, IV and V, shall be based only upon the cost of the line equipment and construction of the portion on which the Railway Corporation shall operate. ARTICLE ELEVENTH: It is the intent of this agreement: (a) To provide for the specific control of both companies' trains while on the lines operated jointly, but such control shall be without prejudice to either company. (b) To permit each company so far as possible to pay directly the operating expenses incurred in the operation of its trains, and to provide that where operating expenses are necessarily a joint expense, these expenses shall be apportioned on a basis which is just and reasonable, and that where one company furnishes services for the other, such services shall be charged for at the actual cost to the company furnishing the service. ARTICLE TWELFTH: If after the expiration of six months of joint operation or at any time or times thereafter the terms of Articles Fifth, Sixth and Seventh of this agreement or of any of such Articles shall be claimed by either Company to be inequitable or to work a hardship on either Company or to depart from the intent hereof, then the terms of such Article or Articles shall be changed, altered or supplemented by mutual agreement between the parties hereto, or if the parties hereto shall be unable to agree, then the matter shall upon the request of either Company be determined by the Commission. ARTICLE THIRTEENTH: In case any dispute between any of the parties hereto shall arise respecting any matter covered by or arising under this agreement, except any dispute the determination of which is provided for in Article Twelfth, such dispute shall be determined by arbitration or by the court. In case of such arbitration there shall be three arbitrators, who shall be disinterested persons, one of such arbitrators being appointed by each of the parties hereto, and the decision of a majority of the arbitrators shall be final and conclusive. ARTICLE FOURTEENTH : This agreement shall not apply to any Extensions of such Subdivisions III, IV and V of the Steinway Tunnel Line; but if any such Extension shall be constructed, the terms and conditions for the use thereof shall be reasonable and may be agreed upon between the Commission, the Interborough Company and the Railway Corporation, and in the event that they fail to agree upon reasonable terms and conditions the same shall be settled by arbitration or by the court. ARTICLE FIFTEENTH: This agreement shall bind the parties hereto and their respective successors and assigns. 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 Rapid Transit Company and the New York Municipal Railway Corporation have caused these presents to be executed under their respective corporate seals by their officers thereunto duly authorized the day and year first above written. The foregoing agreement is hereby approved as to form. Dated, New York, March 19, 1913. STATE OF NEW YORK,) SS.: JOHN L. O'BRIEN Acting Corporation Counsel On this 19th day of March, 1913, before me personally appeared Edward E. McCall 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 Manhattan 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 authority 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 Commission, and that he subscribed his name thereto by like authority; and both the said Edward E. McCall and Travis H. Whitney, that they know the seal of the said Commission, 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. [Notarial Seal] HOWARD A. BUTLER STATE OF NEW YORK,) SS.: 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. Shonts, the President, and the said H. M. Fisher, the Secretary, of Interborough Rapid Transit Company, the corporation 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 Rapid 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 Rapid 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 Rapid Transit Company and that the same was affixed to the foregoing agreement by the authority of the Board of Directors of the said Interborough Rapid Transit Company and of a resolution duly adopted by said Board. On the 19th day of March, 1913, before me personally appeared Timothy S. Williams and Harry A. Bullock, to me known and known to me to be the said Timothy S. Williams, the President, and the said Harry A. Bullock. the Secretary of New York Municipal Railway Corporation, the corporation 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 Timothy S. Williams that he resides at Huntington, in the County of Suffolk and State of New York, that he is the President of the said New York Municipal Railway Corporation and that he subscribed his name to the foregoing agreement by virtue of the authority thereof; and the said Harry A. Bullock, that he resides in the Borough of Brooklyn, County of |