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RAIL CORRIDOR IMPROVEMENTS AND FUNDING AGREEMENT
Renton Rail Corridor Project
LS 405 & 410
Seattle Subdivision Spur
This Agreement (“Agreement”), is executed to be effective as of
2021 (“Effective Date”), by and between BNSF RAILWAY
COMPANY, a Delaware corporation ("BNSF"), and the City of Renton (“City”), a
political subdivision of the State of Washington (collectively with BNSF, the “Parties”).
RECITALS:
WHEREAS, BNSF owns and operates a line of railroad in and through the City of Renton,
State of Washington:
WHEREAS, in the interest of aiding vehicular travel and public safety, the City desires to
construct a new public at-grade crossing (“Crossing”), located at BNSF Line Segment
405 and Milepost 3.70, and designated by D.O.T. No. 979302J (“Crossing Project”);
and
WHEREAS, the City also desires that BNSF construct a replacement of the existing
railroad bridge located at approximately LS 405 MP 3.86 (“Structure”) so that the City
may construct a new pedestrian path (“Trail”) beneath the Structure (together the “Trail
Project”); and
WHEREAS, in order to accommodate the Crossing Project and Trail Project proposed by
the City, BNSF must make certain improvements to its rail corridor, including but not
limited to, the rehabilitation of an existing siding track located at Line Segment 410,
Milepost 9.90-11.20 along with other improvements as determined in BNSF’s discretion
Siding Project”), in order to preserve existing rail capacity as a prerequisite to the
City’s proposed projects; and
WHEREAS, the proposed Siding Project would also provide other benefits to the City,
including relocation of a primary location for the storage of railcars for BNSF’s operations,
among others;
WHEREAS, the City is willing to provide funding for BNSF’s Siding Project in exchange
for the anticipated benefits from such project, including the advancement of the proposed
Crossing Project and Trail Project;
WHEREAS, in further consideration for the City’s provision of funding toward the Siding
Project as well as the public safety benefits resulting from the proposed Trail Project,
CAG-21-256
October 27,
BF10016799
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BNSF is willing to waive its requirement for the closure of existing grade crossings for
consideration of the Crossing Project;
WHEREAS, BNSF is willing to proceed with the Siding Project, Crossing Project, and
Trail Project, subject to the terms and conditions provided in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
Parties contained herein, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree to the following Terms:
AGREEMENT:
I. FUNDING.
City agrees to and hereby shall pay to BNSF a lump-sum payment in the amount
of One Million Three Hundred Thousand and No/100 Dollars ($1,300,000.00) (“Payment”)
as and for City’s contribution to BNSF’s costs and expenses for the Siding Project. The
Payment represents the current estimated cost of the Siding Project and may be used by
BNSF for costs and expenses incurred for the design, planning, and construction of the
Siding Project, including administrative and operational expenses, provided that, BNSF’s
use of the Payment shall not be limited hereby and BNSF shall be permitted to utilize and
apply the funds in its discretion. By and through this agreement for a lump-sum
contribution, BNSF shall solely bear the risk of any increase in the cost of the Siding
Project. City’s Payment shall be due and payable to BNSF within sixty (60) days of receipt
from BNSF of this fully executed Agreement.
II. BNSF OBLIGATIONS.
In exchange for the promises of City provided herein, and following receipt of the
Payment from City, BNSF agrees to perform the following:
1. BNSF shall participate in design review and planning with the City pursuant to
one or more preliminary engineering agreements for the Crossing Project and
Trail Project, at City’s expense;
2. Pending acceptance by BNSF of project design in accordance with BNSF’s
Public Projects Manual and Engineering standards, including MUTCD,
AREMA, BNSF-UPRR Joint Guidelines for Railroad Grade Separation Projects
and other applicable standards, approval of specific project locations
acceptable to BNSF, and the acquisition of all necessary property rights and
other permitting required by City including all regulatory approvals, BNSF
agrees to enter into negotiations for separate construction and maintenance
agreements between City and BNSF to permit construction of each of the
Crossing Project and Trail Project, provided that the construction of either of
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said projects may commence no earlier than January 1, 2023 unless otherwise
agreed to in writing as provided in said construction and maintenance
agreements;
3. BNSF shall waive its requirement for City to close two (2) existing grade
crossings in order to authorize the Crossing Project, provided that City
approves and commences construction of the Trail no later than twelve (12)
months following completion of the bridge Structure for the Trail Project.
4. BNSF shall have sole responsibility for and control over the construction of the
Siding Project and completion of the same. The Siding Project does not include
the design or construction of any elements of the Crossing Project or Trail
Project or further accommodations needed to BNSF’s property or operations
resulting from the final design or location of such projects.
III. CITY OBLIGATIONS.
In exchange for the promises of BNSF provided herein, City agrees to the following
commitments:
1. City shall tender the Payment described in Article I to BNSF within sixty (60)
days of receiving a fully-executed copy of this Agreement from BNSF.
2. City shall enter into one or more preliminary engineering agreements with
BNSF to provide for the design review required by BNSF for the proposed
Crossing Project and Trail Project, at City’s expense;
3. City’s proposed design submissions shall include specific locations for each of
the Crossing Project and Trail Project which shall be subject to review and
approval by BNSF prior to final design acceptance;
4. City shall enter into a separate construction and maintenance agreement with
BNSF to permit construction of each of the Crossing Project and Trail Project,
in substantial conformance with BNSF’s standard form agreements for the
respective projects which shall provide, among others, the following terms:
a. City will perform all services required to complete the projects including
all labor, materials, tools and equipment for the performance of the
construction and design of the roadways, approaches, and as to the Trail
Project, the Trail. BNSF shall perform any railroad work, including
design review, project management, and the provision of railroad
flagging. Project costs, including all railroad work including bridge
design and construction to be performed by BNSF, to be at City’s sole
expense;
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b. City to purchase an easement at fair market value from BNSF for the
railroad right of way needed for each project for highway purposes in
substantial conformance with BNSF’s standard form easement
agreement;
c. For the Trail Project, City shall own and assume responsibility for the
cost of all maintenance of the Trail and associated improvements;
d. For the Crossing Project, City shall own and assume responsibility for
the cost of all maintenance of the roadway and approaches, and shall
contribute toward the annual maintenance costs of grade crossing
warning devices on the basis of applicable AAR units;
5. All project design shall comply with BNSF’s Public Projects Manual and
Engineering standards, including MUTCD, AREMA, BNSF-UPRR Joint
Guidelines for Railroad Grade Separation Projects and other applicable
standards;
6. City is solely responsive for the acquisition of all necessary property rights and
other permitting and regulatory approvals including approval of applicable
crossing protection from Washington Utilities and Transportation Commission,
which shall be obtained prior to the start of construction of either project;
7. The Parties acknowledge that by entering into this Agreement, City is not
obligated to proceed with the construction of its proposed projects. If City
elects to proceed with the either project, BNSF and City agree to enter into
negotiations for a construction and maintenance agreement governing said
project and related activities. Nothing in this Agreement shall otherwise
obligate City or BNSF to enter into any subsequent agreement or otherwise
permit the projects except and subject to any terms and conditions as may be
subsequently approved and agreed to by each of the Parties in their sole
discretion.
IV. GENERAL TERMS.
The Parties further agree as follows:
The Parties agree to work in good faith to develop a mutually agreeable design for
the Crossing, Structure, and Trail. The Parties further agree to work in good faith to
negotiate and execute a construction and maintenance agreement for the Crossing
Project and Trail Project.
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Nothing in this Agreement shall be construed as providing City or its contractors,
consultants, or other agents any right of entry upon property owned or occupied by BNSF.
Any preliminary engineering or other work required by City in connection with the projects
necessitating entry upon railroad right of way shall not be conducted except as authorized
by separate permit obtained by City for such entry.
Nothing in this Agreement shall be construed as requiring BNSF’s participation in
or conferring BNSF’s consent to any state of local permitting for the Siding Project or any
work undertaken in regard to any other project contemplated hereunder and BNSF
reserves all rights in and to the preemptive effect of applicable state and federal law.
Notwithstanding anything to the contrary in this Agreement, BNSF’s review,
approval, and/or other participation in any of the projects or any element thereof is
expressly limited, and intended and understood by the Parties to be in furtherance of
BNSF’s railroad purposes for the evaluation and mitigation of the impact of the projects
on BNSF’s railroad and the costs to City associated therewith. All design and planning
participation is provided in consideration of the subjective standards of BNSF for its
railroad purposes only, and shall in no way be construed or deemed to be a condition or
direction to City, or an opinion or approval that the plans and specifications or any work
intended or completed on the Crossing Project or Trail Project is appropriate for any other
purpose including public highway and pedestrian purposes, is structurally sound, or that
such plans, specifications, or intended or completed work meet applicable standards,
regulations, laws, statutes, local ordinances, and/or building codes. No benefits to City
or any third party are provided, intended or implied herein. City shall at all times be solely
responsible for the adequacy and compliance of all design elements of the Crossing
Project and Trail Project for highway and other public purposes.
This Agreement contains the complete agreement of the Parties with respect to
the subject matter contained herein, and shall be binding upon and inure to the benefit of
the successors or assigns of the Parties hereto.
The Parties each represent that they have the authority to enter into this
Agreement and that the signatories to this Agreement represent the respective Parties’
approval in executing the Agreement.
To the maximum extent possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable law. If any
provision of this Agreement is prohibited by or held to be invalid under applicable law,
such provision will be ineffective solely to the extent of such prohibition or invalidity and
the remainder of the provision will be enforceable.
This Agreement shall not be amended or modified in any way except in writing,
signed by all Parties hereto.
This Agreement may be signed in counterparts, each of which shall constitute
an original.
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Any notice provided for herein or concerning this Agreement must be in writing and
will be deemed sufficiently given when sent by certified mail, return receipt requested, to
the parties at the following addresses:
BNSF Railway Company: Manager of Public Projects
Stephen Semenick
206-625-6152
2454 Occidental Ave S, Ste 1A
Seattle, WA 98134
Stephen.Semenick@bnsf.com
City of Renton: Bob M. Hanson
425-430-7223
1055 South Grady Way
Renton, WA 98507
bhanson@rentonwa.gov
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