Some excerpts from the above settlement agreement:
Section 2. Grant of Trackage Rights to GMRC
(a) White River Junction Trackage Rights
GWI shall cause NECR to grant to GMRC permanent trackage rights (the “WRJ Trackage Rights”) between Bellows Falls, Vermont, and White River Junction, Vermont (the “WRJ Trackage Rights Endpoints”). The WRJ Trackage Rights will be bridge (overhead) trackage rights, with no local service rights. The WRJ Trackage Rights shall be used by GMRC solely for the purpose of moving traffic in VRS’s revenue waybill account between the WRJ Trackage Rights Endpoints.
(b) Limited Use Trackage Rights and the PAS Operating Rights
GWI shall cause NECR to grant to GMRC certain contingent and limited use trackage rights (the “Limited Use Trackage Rights”) and CSXT and Norfolk Southern shall cause PAS to grant, to GMRC certain operating rights (the “PAS Operating Rights”) for the movement of VRS traffic between (i) Bellows Falls, on the one hand, and (ii) one of two connections with PAS – one being Millers Falls, Massachusetts and the other being East Northfield, Massachusetts, on the other hand (the “Limited Use Trackage Rights Endpoints”), for the sole purpose of interchanging traffic with, or delivering traffic to, PAS in East Deerfield Yard.
Because there is no effective location for the physical interchange of traffic between PAS and GMRC at either Millers Falls or East Northfield, upon commencement of B&E’s operation of the PAS rail lines, CSXT and Norfolk Southern shall cause PAS to grant to GMRC the PAS Operating Rights between (i) each of Millers Falls and East Northfield and (ii) East Deerfield Yard solely for the purpose of interchange of traffic with a prior or subsequent move over the Limited Use Trackage Rights.
The PAS Operating Rights over the East Northfield – East Deerfield Yard route will only be available for exercise by GMRC if the Commonwealth of Massachusetts Department of Transportation (“MassDOT”), as the owner of a portion of the route between East Northfield and Greenfield (the “Greenfield Route”), has granted its written consent to the same (“MassDOT Greenfield Route Consent”). Satisfaction of any MassDOT preconditions to the exercise by GMRC of the PAS Operating Rights over MassDOT-owned trackage shall be the sole responsibility, and at the sole discretion and expense, of GMRC; provided, however, that such preconditions shall not diminish, or require PAS to relinquish, PAS’s rights over such MassDOT-owned trackage. Unless and until MassDOT has provided the MassDOT Greenfield Route Consent and any conditions MassDOT has placed on the use of the Greenfield Route have been satisfied, GMRC shall exercise the Limited Use Trackage Rights solely via the Millers Falls route. GMRC shall be responsible for all costs and liability arising from its use of any MassDOT-owned trackage.
(d) The Limited Use Trackage Rights Special Provisions
The Parties have determined that the Limited Use Trackage Rights are intended for occasional, and not consistent and daily, use in part so that GMRC crews can remain qualified to operate over NECR trackage. Therefore, the Parties have provided for GMRC to use the Limited Use Trackage Rights, at its option, a limited number of times per calendar year (the “Discretionary Option Rights”). Further, the Parties have set certain timeframes as a pre-requisite to the use of the Limited Use Trackage Rights other than pursuant to the Discretionary Option Rights (the “Excessive Dwell Option Rights”). Finally, the Parties have determined to allocate certain costs with regard to the use of the Discretionary Option Rights and the Excessive Dwell Option Rights.
(i) Discretionary Option Rights
GMRC may exercise the Discretionary Option Rights up to twenty-six (26) times per calendar year, but not more than three (3) times in any month or more than one (1) time in any week. GMRC shall provide at least 24 hours’ notice to PAS that it intends to exercise its Discretionary Option Rights, and shall obtain the prior approval of PAS, not to be unreasonably withheld or delayed. In exercising these rights, GMRC shall be required to pick up all railcars made available to it by PAS (as operated by B&E or other GWI subsidiary) at East Deerfield Yard that were otherwise destined to be brought by B&E to GMRC at Bellows Falls or Hoosick Junction and bring them north. All such railcars shall be deemed interchanged to, and in the account of, GMRC upon the coupling of the GMRC locomotives to the train consist.