Agreement 
 
 BETWEEN 
 
 QThtcaso, St. Jloxxxs S: gittsbtivglx gUdlroad (£o. 
 ©likacio £ flovtU WLesUxn ^nxX\vk% (&o. 
 
 AND 
 
 ©Ixixago S: Caveat xMzsUtn Railroad <&o. 
 
 Dated November 2, 1885. 
 
 ISUIcrjcatum oi gtacfcs, and (&vozsin& at 
 (fenstouv Jftvest, ©hi cage. 
 
This Agreement, made this second day of November, in 
 the year eighteen hundred and eighty-five, between the Chi- 
 cago, St. Louis & Pittsburgh Railroad Company, as first party, 
 the Chicago & North Western Railway Company, as second 
 party, and the Chicago & Great Western Railroad Company, as 
 third party, Bears Witness : 
 
 Whereas, The tracks of the first and second parties inter- 
 sect each other near the north or west line of Ogden avenue, 
 in the city of Chicago, Illinois, and the third party has located 
 its line of proposed railway across the tracks of the first and 
 second parties near the intersection of said tracks as aforesaid ; 
 
 And whereas, Said last mentioned crossing, if made as 
 contemplated, will be injurious to the first and second parties , 
 
 And whereas, In consideration of such injury, the third 
 party has consented and agreed to locate and construct its 
 railroad across the tracks of the first and second parties on a 
 different route from that originally proposed and as herein- 
 after particularly described; 
 
 And whereas, At the request of the first party, the second 
 party has agreed with said first party upon a re-location of the 
 tracks of the first and second parties so as to remove the point 
 of intersection to a point near Crenshaw street, The maps 
 hereto attached marked "Exhibit A" and ''Exhibit B" are made 
 a part hereof. Said " Exhibit A" shows the tracks of the par- 
 ties hereto as heretofore located and said " Exhibit B " shows 
 said tracks as re-located in accordance with the terms of this 
 agreement, said tracks being severally designated thereon by 
 the initial letters of the names of the parties hereto, and by 
 
the following colors : First party's, blue ; second party's, red, 
 and third party's, yellow. Said map, " Exhibit B," further 
 shows the land to be exchanged between said first and second 
 parties, as hereinafter stated. 
 
 Now therefore it is agreed between the parties as follows : 
 The first and second parties will make with one another 
 such exchanges of real estate as are indicated on the said map, 
 " Exhibit B," and each will convey to the other by deed in 
 fee simple, but without covenants, expressed or implied, the 
 land so to be exchanged by them, as aforesaid, in accordance 
 with the said map, and with the schedule of valuations here- 
 tofore agreed upon between the Chief Engineer of the first 
 party and the Land Commissioner of the second party. That 
 is to say, the first party will convey to the second party the 
 two (2) several strips of land designated by the green color, on 
 said map, and further by the letters placed at the corners 
 thereof on said map, as follows: "A," "B," "C," " D," "E," 
 and by the letters " F," " G," " H " and " I." And the second . 
 party will so convey to the first party the two (2) several tracts 
 designated on said map by the brown color, and further by 
 the letters placed at the corners thereof, as follows: "J," 
 " K," " L," " M," " N," and by the letters " 0," " P," "Q" and 
 " R." 
 
 When such exchange of real estate and re-location of tracks 
 shall have been made by the first and second parties, said first 
 and second parties in consideration of the payments to be made 
 and covenants hereinafter agreed to be kept and performed by 
 the third party, shall grant, and do grant to the third party 
 the right to construct and maintain the railroad of the third 
 party for a single or double track across the rights of way and 
 tracks of the first and second parties near Crenshaw street, a 
 short distance north of the proposed intersection of the tracks 
 of the first and second parties, and also a connecting track 
 between the first and third parties' tracks, all as shown on the 
 said map, " Exhibit B." 
 
 The first party agrees that it will pay, or cause to be 
 paid, to the second party the difference in value due to the 
 second party in the exchange of lands to be made as aforesaid, 
 
and as such values have been agreed to and are set forth in 
 the schedule above referred to. 
 
 The third party will pay to the first party the sum which 
 may be fixed and determined between them before the execu- 
 tion of this agreement, as the difference in value due to said 
 first party, arising out of the exchange of property between 
 the first and second parties, between the lot designated by the 
 letters "0," "P," "Q" and "R" and Fillmore street. 
 
 And the third party further agrees to pay to the second 
 party for the value of the land of the second party taken or 
 damaged by its proposed railroad, at the place of crossing pro- 
 vided for, the sum which has been agreed upon between said 
 second and third parties. 
 
 The third party also agrees that it will assume and pay all 
 the expense incident to putting in all the new crossings at or 
 near Crenshaw street, and will also refund to the first and 
 second parties all the expense for labor or new material which 
 either of said parties may incur in readjusting the tracks be- 
 tween West Twelfth street and Fillmore street. 
 
 And the first party agrees that it will assume and pay to 
 the second party all other cost or expense, for labor or mate- 
 rial, incurred by the said second party in the other readjust- 
 ment of tracks made necessary by this agreement, it being 
 understood that either first or third parties shall pay to the 
 party of the second part all expense, whether for labor or 
 material, incurred by it in and about the entire readjustment 
 of tracks according to the terms of this agreement. 
 
 The third party also agrees that it will, at its own expense, 
 construct the target and watchman's house and all other 
 structures, fixtures and equipments at such crossings of the 
 tracks of the first and second parties by the tracks of the third 
 party at Crenshaw street : the plan of the same to be subject 
 to the approval of the first and second parties and in all re- 
 spects suitable to the place and equal to similar structures 
 maintained by railroad companies of the first class in similar 
 situations. 
 
 And said third party further agrees that it will at its sole 
 cost and charge forever maintain and keep in good repair and 
 
renew from time to time, when necessary, all the crossing 
 frogs (except the frogs for the crossings of the tracks of the 
 first and second parties), crossing signals, gates, targets and 
 other fixtures provided for in this agreement, whether of ex- 
 isting tracks or of such as ma}' be hereafter laid by first or 
 second parties as hereinafter specified, all in such manner as 
 shall be satisfactory to the first and second parties. And also 
 at its own cost make additions and improvements thereto as 
 the business of the parties shall require, or as may be neces- 
 sary to secure safety in operating said railroads, or either of 
 them, or to conform to the laws of the State and the ordinan- 
 ces of the city of Chicago. 
 
 In the event that it does not make all such repairs or re- 
 newals, when reasonably required so to do, the first and sec- 
 ond parties, or either of them, may make the same, and the 
 third party agrees that it will promptly pay to the party 
 making the same the full cost thereof. 
 
 The third party also agrees that it will, at its own expense, 
 maintain day and night watchmen at said crossings ; and all 
 rules and signals regulating the passage of trains over the 
 same shall be in strict conformity with law, and such as may 
 be reasonably required by first and second party, or either of 
 them. 
 
 The third party further agrees that whenever and as often 
 as the first and second parties, or either of them, shall require, 
 it will discharge any watchman employed at said crossings, 
 and provide another competent person in his stead. It will 
 also pay all claims and demands against the first and second 
 parties and indemnify and save harmless each of said parties, 
 their successors or assigns, from all liability, costs or expense 
 incident to or growing out of the construction or use of said 
 last named crossings, or the movement uf trains over the same, 
 or either of th'em, that may arise in consequence of want of 
 care of the third party, its agents or servants. 
 
 In all other respects, except as provided in this agreement, 
 said crossings of the third party over the tracks of the first 
 and second parties shall be used and governed in accordance 
 with the law of the State in reference to this subject. 
 
And Whereas, doubts have arisen as to the rights of first 
 and second parties to make absolute transfers of so much of 
 their existing tracks as lie in Rockwell street. 
 
 Now therefore, said first and second parties in considera- 
 tion of the use and enjoyment by each of the tracks of the 
 other in said street, do hereby demise, lease and let unto the 
 other in perpetuity the existing tracks of each now laid down in 
 said Rockwell street, the same being first made to conform to 
 the lines as relocated according to the terms hereof. And in 
 the event that either of said parties shall be evicted from so 
 much of said tracks as lie in said street then each of said 
 parties may resume and repossess the land on which the tracks 
 were laid prior to such relocation and lay its tracks down 
 thereon, and in such event the entire expense of such change 
 shall be borne and paid by first party, its successors and 
 assigns. 
 
 And said first party further agrees that it will, at its sole 
 cost and charge, forever maintain and keep in good repair, 
 and renew from time to time, when necessary, the- crossings of 
 the tracks of first and second parties, in such manner as shall 
 be satisfactory to second party. 
 
 It is understood and agreed between the parties hereto, that 
 the said first and second parties, or either of them, shall have 
 the right at any and all times hereafter to lay down, maintain 
 and operate over the track or tracks of the third party herein 
 authorized to be laid down, such other and further tracks as 
 it or they may elect to lay down, and when it or they shall 
 elect to lay down any such track or tracks, the said third party 
 will upon notice of such election, provide the materials for 
 and properly construct all the crossings with such additional 
 tracks or tracks, according to such plans and specifications as 
 the first or second party may prescribe, and if it fail so to do 
 within a reasonable time after receiving such notice, the first 
 or second party may construct such crQssings, and the third 
 party agrees that it will promptly pay to the party construct- 
 ing the same the full cost of such crossings and of the con- 
 struction thereof. 
 
 If at any time a difference of opinion between any two of 
 
said parties shall arise in respect to the rights and duties of 
 either of the parties under this Indenture, the question in 
 dispute shall be referred to a Board of Arbitrators, consisting 
 of three competent, disinterested parties, one to be chosen by 
 each of the parties to such controversy, and the two so chosen 
 to choose a third. 
 
 The party desiring such arbitration shall give written notice 
 of the same to the other party, setting forth therein definitely 
 the points in dispute and naming the person selected by such 
 party to act as arbitrator. If the party on whom such notice is 
 served shall for ten days thereafter neglect to name a person 
 to act as such arbitrator, then the party giving such notice 
 shall name such second arbitrator, and the two so chosen shall 
 choose a third. The Board of Arbitrators so chosen shall 
 immediately proceed to hear and determine all matters sub- 
 mitted to them, after giving to each of the parties to the mat- 
 ter in controversy not less than five da}^s notice of the time 
 and place of meeting, and at the time and place appoint- 
 ed shall proceed summarily to hear and dispose of the 
 matter in dispute, unless in their judgment the hearing 
 should be postponed to a later clay, or days, of which 
 adjourned meeting like notice shall be given, unless such 
 notice is waived by both parties, in which case the hear- 
 ing may proceed at an earlier date. The determination of all 
 the arbitrators so chosen, as to any matter so submitted to 
 them, shall be absolutely final and conclusive upon the par- 
 ties hereto, and said parties shall abide by such decision and 
 perform the conditions thereof as if the same were made a 
 part of this Indenture. If the matter in dispute shall involve 
 all three of the parties hereto, each party shall chose one 
 arbitrator, and the three so chosen shall choose two more, and 
 such Board of Arbitrators shall proceed, and their award 
 have effect as above provided. 
 
 The grants, covenants and stipulations hereof shall run 
 with the land and extend to and be binding upon the re- 
 spective successors and assigns of the parties hereto, whether 
 so herein expressed or not. 
 
In Testimony Whereof, The parties have caused this 
 agreement to be executed in triplicate as of the day and year 
 hereinbefore first written. 
 
 Chicago, St. Louis & Pittsburgh Railroad Company, by 
 Seal | j. n. McCULLOUGH. 
 
 p.'r.'r.co.J Attest: First Vice President. 
 
 S. B. LIGGETT, 
 
 Secretary. 
 
 Chicago & North Western Railway Company, by 
 
 Seal ) ALBERT KEEP, 
 
 c & n. w. y n . , , 
 
 R y. Co. J Attest: President. 
 
 J. B. REDFIELD, 
 
 Assistant Secretary. 
 
 Chicago & Great Western Railroad Company, by 
 seal £ CHARLES L. COLBY, 
 
 °r A r G co V '^ Attest: President. 
 
 HOWARD MORRIS, 
 
 Assistant Secretary. 
 
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