MEMORANDUM OF AGREEMENT made this 24th day of July, A. D. 1890, at the City of New York, by and between the HUDSON SUSPENSION BRIDGE AND NEW ENGLAND RAILWAY COMPANY, a corporation of the State of New York, party of the first part, and the NEW YORK, ONTARIO AND WESTERN RAILWAY COMPANY, a corporation existing under the laws of the State of New York, party of the second part.
WHEREAS, the party of the first part is engaged in constructing a bridge across the Hudson River in the Highlands near Peekskill, to extend from Anthony's Nose to old Fort Clinton, which bridge is to carry a single or double track railway at a height of about one hundred and ninety-five (195) fee above high-water mark in the Hudson River, and is to span the entire water way of said river without obstruction to navigation: and
WHEREAS, the party of the first part is also about to construct a single or double track railway, to extend from a point on the New York, Lake Erie & Western Railroad Company's Railroad at or near Turner's Station, eastwardly to and across said bridge, and thence eastwardly toward the Connecticut State line, and is constructing a tunnel through Bull Hill, a ridge intervening between the westerly end of said bridge at Fort Clinton and Turner's Station on said New York, Lake Erie & Western railroad; and
WHEREAS the party of the second part is operating a railroad extending from Oswego to Cornwall, in the State of New York, with various branches terminating among other points at New Berlin, Delhi and Ellenville, in the State of New York; and
WHEREAS the parties of the first and second part are desirous of so connecting their lines of railroad as to enable transfers of freight and passengers to be made across said Hudson River by means of said bridge, and of forming connections by means thereof with railroads running into the New England States and into the City of New York ; and both parties are interested in establishing and extending the business to be done over said bridge, to the end that the increasing interchange of traffic may inure to their mutual benefit ; and
WHEREAS the party of the first part has made a contract with the New York and New England Railroad Company, a corporation existing under the laws of the States of Massachusetts, Rhode Island, Connecticut, and New York, and whose railroads extend from the Hudson River, in the State of New York, to Brewster's Station, in said State, and thence eastwardly through the State before mentioned, terminating in the cities of Boston, Worcester, Providence and Norwich, by the terms of which contract the said New York and New England Railroad Company agrees, amongst other things, that it will, during the period of fifty years next ensuing after the date of said contract, transport over its line and from a yard to be established at or near the westerly end of said bridge at Fort Clinton, all such freight, passengers, mail and express matter, and other railroad business as may be brought to the said yard at Fort Clinton, and distribute the same throughout the New England States...
WHEREAS the party of the second part desires to use said bridge across the Hudson River, and such portion of the railroad of the party of the first part as may be desirable, and for that purpose desires the party of the first part to cause to be constructed a railroad between the present railroad of the party of the second part, at or near the point at which it crosses the "Short Cut" Newburgh Branch of the New York, Lake Erie and Western Railroad, and a point at or near the western terminus of Bull Hill tunnel, on the line of the party of the first part.
NOW THEREFORE, in consideration of the premises and of one dollar lawful money of the United States each to the other paid, the receipt whereof is hereby acknowledged, it is agreed as follows :
FIRST.---The party of the first part shall, as soon as practicable, and within three years from the date hereof, complete the construction of its said bridge...all material used in such bridge and approaches to be first-class in every particular, and the structure, when completed, ...to be of sufficient strength to allow such engines and trains as are used in the transportation of freight and passengers to safely cross said bridge.
SECOND---The party of the first part shall also, within the period aforesaid, construct a ...railway...[to] connect with the railroad of the said New York and New England Railroad Company...and, further, the party of the first part shall...provide for conncecting it at a convenient point in said Westchester County with the railroad of the New York and Northern Railroad Company, by which to gain access to New York City.
THIRD---The party of the first part shall also...construct a...railroad westerly from said bridge...not hav[ing] any ascending grades going east greater than forty feet to the mile.
FOURTH---It is further agreed by and between the parties hereto that ...the party of the first part shall procure to be constructed a...railroad from a point at or near the westerly end of Bull Hill tunnel...to a connection with the railroad of the party of the second part at or near a point at which it crosses the "Short Cut" Newburgh Branch of the New York, Lake Erie and Western Railroad. Said road (about eight miles in length) shall be well and substantially built...
FIFTH---Upon the completion of the said bridge...the party of the second part hereby agrees that it shall and will...send via the connection..and the bridge and railway of the party of the first part, all freight, passengers, mail and express matter and other railroad traffic and business originating upon its lines of railroad and its connections, and destined to points on the said railway of the party of the first part...
SIXTH---The party of the first part shall and will...send...over the railroad of the party of the second part all freight, passengers, mail and express matter and all other railroad traffic and business, originating on its lines and connections east of the Hudson River or upon its railroad west of the Hudson River between the yard at Fort Clinton and Turner's Station, and destined to points along the railroad of the party of the second part or its connections...and will deliver ...all such traffic to the party of the second part at the yard at Fort Clinton...
SEVENTH---It is further agreed that the party of the second part...shall have the right to run its trains and locomotives over the road of the party of the first part ...or deliver to the party of the first part...all such freight, passengers, mail and express matter. Should the party of the second part desire to run its own trains...[it] shall pay...forty-two and one-half (42 1/2) per cent. of the gross earnings of each train over the said...railroad, it being agreed and understood that the party of the first part shall keep said road, tunnel, tracks and track-system in first-class order, and that the party of the second part shall pay all expenses of its said trains.
For the use of the connecting road which...shall...extend from a point at or near the westerly end of Bull Hill tunnel to a junction with the railroad of the party of the second part...the said party of the second part shall pay...as rental, an annual sum that shall be equal to the interest at six per cent. upon the ascertained cost of constructing such last-mentioned road, such cost, however, not to exceed the sum of Two hundred and fifty thousand dollars; and shall also pay the taxes that may be assessed upon said railroad and the business carried thereon, and shall keep said road, tracks and track system in first-class order and repair at its own cost and expense and subject to appproval by the engineer of the party of the first part...
THIRTEENTH---This agreement shal be and remain in force for the period of fifty years from the date of the completion of said bridge and connecting roads...
IN WITNESS WHEREOF, the said The Hudson Suspension Bridge and New England Railway Company has caused its corporate seal to be hereunto affixed, attested by its Secretary, and these presents to be signed by Edward W. Serrell, its President, hereunto duly authorized; and the said New York, Ontario & Western Railway Company has caused its corporate seal to be hereunto affixed, attested by its Secretary, and these presents to be signed by Thomas P. Fowler, its President, hereunto duly authorized, on the day and year first above written.